William P. Foley reports 4.99M shares (11.3%) in Cannae

Rhea-AI Filing Summary

Cannae Holdings, Inc. Schedule 13G/A amendment reports that William P. Foley beneficially owns 4,992,348 shares of Common Stock, representing 11.3% of the class based on April 30, 2026 outstanding shares plus 150,000 restricted stock units with pass-through voting. The filing breaks down holdings across related entities and direct ownership and notes the percentage changed after the issuer reported a lower total common share count.

Insights

Corporate Governance Expert

Founder-level holdings remain concentrated and disclosed across related entities.

William P. Foley is shown with 4,992,348 shares of beneficial ownership, including voting power over 150,000 unvested restricted stock units granted on March 9, 2026. The filing lists holdings by Folco Development Corporation, Foley Family Charitable Foundation, Foley Family Enterprises LLC, and direct ownership.

The calculation ties to April 30, 2026 outstanding shares reported by the issuer. Future changes in share count or vesting of the restricted units will alter the percent ownership; subsequent filings will reflect those updates.

Key Figures

Beneficial ownership: 4,992,348 shares Percent of class: 11.3% Shares outstanding used: 43,940,506 shares +4 more

7 metrics

Beneficial ownership 4,992,348 shares Aggregate amount beneficially owned reported in amendment

Percent of class 11.3% Calculated using shares outstanding as of <date>April 30, 2026</date> plus RSUs

Shares outstanding used 43,940,506 shares Issuer's reported common stock outstanding as of <date>April 30, 2026</date>

Restricted stock units 150,000 units Unvested RSUs granted on <date>March 9, 2026</date> with pass-through voting

Folco Development holdings 748,299 shares Held by Folco Development Corporation controlled by Foley and spouse

Foley Family Enterprises holdings 2,849,803 shares Held by Foley Family Enterprises LLC controlled by Foley and spouse

Direct holdings 1,008,235 shares Shares held directly by William P. Foley

Key Terms

restricted stock units, pass-through voting rights, beneficially owned

3 terms

restricted stock units financial

"150,000 restricted stock units granted to the Reporting Person on March 9, 2026"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

pass-through voting rights regulatory

"which contain pass-through voting rights to the Reporting Person"

beneficially owned regulatory

"Aggregate Amount Beneficially Owned by the Reporting Person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares does William P. Foley beneficially own in CNNE?

Mr. Foley beneficially owns 4,992,348 shares of common stock. This total includes 150,000 restricted stock units that grant pass-through voting rights and are counted in the aggregate beneficial ownership.

What percentage of Cannae Holdings does Foley own after the amendment?

The filing states Foley beneficially owns 11.3% of the common stock. That percentage is calculated using 43,940,506 shares outstanding as of April 30, 2026 plus the 150,000 unvested restricted units with voting rights.

Which entities hold shares attributed to Foley in this filing?

The filing attributes holdings to: Folco Development Corporation (748,299 shares), Foley Family Charitable Foundation (236,011), Foley Family Enterprises LLC (2,849,803), and direct holdings (1,008,235), plus 150,000 RSUs with voting rights.

Do the restricted stock units give Foley voting or disposal rights?

The 150,000 restricted stock units grant Foley pass-through voting rights over the underlying shares. They are excluded from his sole dispositive power because Foley cannot dispose of the underlying shares until the units vest.

Why did Foley's ownership percentage change in this amendment?

The amendment states the issuer reported a decrease in total common stock outstanding in its Form 10-Q, which caused Foley's ownership percentage to change by more than one percent compared to the originally filed report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/12/2026 - 04:43 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Cannae Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

13765N107

(CUSIP Number)

05/11/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 13765N107

1

Names of Reporting Persons

William P. Foley, II

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 4,992,348.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,842,348.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,992,348.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

11.3 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The amounts reflected in the Sole Voting Power and Aggregate Amount Beneficially Owned by the Reporting Person are inclusive of 150,000 restricted stock units granted to the Reporting Person on March 9, 2026, which contain pass-through voting rights to the Reporting Person. Such restricted stock units are excluded from the Reporting Person's Sole Dispositive Power as the Reporting Person does not have the power to dispose of the shares underlying the restricted stock units until they vest. The amount reflected in the Aggregate Amount Beneficially Owned by the Reporting Person is comprised of: (i) 748,299 shares held by Folco Development Corporation, of which the Reporting Person and his spouse are the sole shareholders, (ii) 236,011 shares held by the Foley Family Charitable Foundation, which is controlled by the Reporting Person and his spouse, (iii) 2,849,803 shares held by Foley Family Enterprises LLC, which is controlled by the Reporting person and his spouse, and (iv) 1,008,235 shares held directly by the Reporting Person, and (v) 150,000 restricted stock units granted to the Reporting Person on March 9, 2026, which grant the Reporting Person pass-through voting rights over the underlying shares. On May 11, 2026, the Issuer filed its Quarterly Report on Form 10-Q and reported a decrease in its total Common Stock outstanding. As a result, the Reporting Person's ownership changed by more than one percent from its ownership reported in the Schedule 13G originally filed. The calculation in this Amendment No. 2 of the percentage of Common Stock outstanding beneficially owned by the Reporting Person is based on (i) 43,940,506 shares of Common Stock as of April 30, 2026 as reported by the Issuer plus (ii) 150,000 unvested restricted units which convert to shares of Common Stock of the Issuer upon vesting and over which the Reporting Person has voting power.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Cannae Holdings, Inc.
(b)	Address of issuer's principal executive offices: 1701 Village Center Circle, Las Vegas, Nevada, 89134
Item 2.
(a)	Name of person filing: William P. Foley, II
(b)	Address or principal business office or, if none, residence: 1701 Village Center Circle Las Vegas, NV 89134
(c)	Citizenship: UNITED STATES
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 13765N107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Incorporated by reference from item 9 and the Comment for Type of Reporting Person of the cover page of this Amendment No. 2 to schedule 13G.
(b)	Percent of class: Incorporated by reference from item 11 and the Comment for Type of Reporting Person of the cover page of this Amendment No. 2 to schedule 13G.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Incorporated by reference from item 5 and the Comment for Type of Reporting Person of the cover page of this Amendment No. 2 to schedule 13G.
	(ii) Shared power to vote or to direct the vote: Incorporated by reference from item 6 of the cover page of this Amendment No. 2 to schedule 13G.
	(iii) Sole power to dispose or to direct the disposition of: Incorporated by reference from item 7 and the Comment for Type of Reporting Person of the cover page of this Amendment No. 2 to schedule 13G.
	(iv) Shared power to dispose or to direct the disposition of: Incorporated by reference from item 8 of the cover page of this Amendment No. 2 to schedule 13G.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

William P. Foley, II

Signature:	William P. Foley, II
Name/Title:	William P. Foley, II
Date:	05/12/2026