Cannae Holdings, Inc.: Form 10-Q for the period ended Sep 30, 2025

The statements contained in this Quarterly Report on Form 10-Q (this "Quarterly Report") that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including statements regarding our expectations, hopes, intentions or strategies regarding the future. All forward-looking statements included in this Quarterly Report are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "potential," "continue," or the negative of these terms or other comparable terminology. It is important to note that our actual results could vary materially from those forward-looking statements contained herein due to many factors, including but not limited to: changes in general economic, business and political conditions, including among others, consumer spending, business investment, government spending, the volatility and strength of the capital markets, investor and consumer confidence, foreign currency exchange rates, commodity prices, inflation levels, changes in trade policy, tariffs on goods, and supply chain disruptions; risks associated with the Investment Company Act of 1940; our potential inability to find suitable acquisition candidates, acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties in integrating acquisitions; significant competition that our operating subsidiaries face; risks related to the externalization of certain of our management functions to our Manager; and other risks detailed in the "Statement Regarding Forward-Looking Information," "Risk Factors" and other sections of our Annual Report on Form 10-K for the year ended December 31, 2024 (our "Annual Report") and other filings with the Securities Exchange Commission ("SEC").

Unless the context indicates otherwise, as used herein, the terms "we," "us," "our," "Cannae," or the "Company" refer collectively to Cannae Holdings, Inc., and its subsidiaries.

The following discussion should be read in conjunction with our Annual Report. For an additional description of our business, including descriptions of segments and recent business developments, see the discussion in Note A - Basis of Financial Statements and Note E - Segment Information to the Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report, which is incorporated by reference into this Part I, Item 2.

Seasonality and Macroeconomic Conditions

Restaurant Group. Average weekly sales per restaurant are typically higher in the first half of the year, and we typically generate a disproportionate share of our earnings from operations in the first half of the year. Holidays, severe weather and other disruptive conditions may impact sales volumes seasonally in some operating regions.

Recent years were a period of high inflation relative to long-term inflation expectations in the U.S. This inflationary environment primarily impacted the commodity and labor costs of our Restaurant Group. We have adjusted menu pricing to account for these cost increases to an extent, but will continue to balance the impact of inflationary pressures on our costs with the value proposition offered to customers, focusing on long-term profitability.

We anticipate various macroeconomic factors will continue to drive uncertainty and instability, which could have a significant impact on the Company during fiscal 2025. These factors include, among others, consumer spending, business investment, government spending, the volatility and strength of the capital markets, investor and consumer confidence, foreign currency exchange rates, commodity prices, inflation levels, changes in trade policy, tariffs on goods, and supply chain disruptions. In light of increasing uncertainty in the markets we serve, we are unable to predict how long the current environment will last or the significance of the financial and operational impacts to us.

Our revenues and operating income in future periods will continue to be subject to these and other factors that are beyond our control and, as a result, are likely to fluctuate.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S. GAAP. The Critical Accounting Policies and Estimates disclosed in Item 7 of our Annual Report are hereby incorporated by reference. Other than as described below, there have been no changes to our critical accounting policies and estimates.

Investments in unconsolidated affiliates - impairment monitoring. On an ongoing basis, management monitors the Company's investments in unconsolidated affiliates to determine whether there are indications that the fair value of an investment may be other-than-temporarily below our recorded book value of the investment. Factors considered when determining whether a decline in the fair value of an investment is other-than-temporary include, but are not limited to: the length of time and the extent to which the market value has been less than book value, the financial condition and near-term prospects of the investee, and the intent and ability of the Company to retain its investment in the investee for a period of time sufficient to allow for any anticipated recovery in market value.

As of June 30, 2025, the book value of our investment in Alight accounted for under the equity method of accounting was $288.2 million, prior to any impairment. Based on the closing stock price of Alight common shares as of June 30, 2025, the fair value of our investment in Alight was $229.1 million. The fair value measurement is considered a level 1 fair value measure.

Due to the quantum of the decrease in the fair market value of our ownership interest subsequent to our acquisition paired with the fact that the fair value has been below our book value for an extended period of time, exceeding one year, management determined the decrease in value of our investment in Alight was other-than-temporary as of June 30, 2025. Accordingly, we recorded an impairment in our investment of Alight of $59.1 million which is included in Recognized (losses) gains, net, on our Consolidated Statement of Operations for the nine months ended September 30, 2025.

As of September 30, 2025, the book value of our investment in Alight accounted for under the equity method of accounting is $147.4 million. Based on the closing stock price of Alight common shares as of September 30, 2025, the fair value of our investment in Alight was $132.0 million. Though we do not currently believe our investment in Alight is other than temporarily impaired, because the fair value is below the book value of our investment as of September 30, 2025, further declines in fair value of the investment, deterioration in Alight's actual or forecasted results of operations or adverse changes in the U.S. macroeconomic environment could result in an impairment charge in future periods to record our asset at fair value.

Accounting for Income Taxes. We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and expected benefits of utilizing net operating loss ("NOL") and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The impact of changes in tax rates and laws on deferred taxes, if any, is applied to the years during which temporary differences are expected to be settled and reflected in the financial statements in the period enacted.

As of September 30, 2025, we had a net deferred tax asset of $50.4 million, which is primarily attributable to temporary differences for our investments in unconsolidated affiliates held through partnerships. In the nine months ended September 30, 2025, we recorded an additional valuation allowance of $99.0 million on the Company's federal NOL carryforwards, state NOL carryforwards, and certain deferred taxes related to basis differences of our investments. In the first quarter of 2025, it was determined that due to the current market and investee-specific conditions, the ability to utilize the entirety of our deferred tax asset related to basis differences in our investments was less likely than prior periods. One of the factors used in assessing the need for a valuation allowance on net deferred tax assets is whether a company is in a three-year cumulative book loss position and for the three years ended December 31, 2024, the Company was in a cumulative book loss position. The Company’s prospective investment strategy, fluctuations in the fair market value of its ownership interests prior to any dispositions and other factors may influence the timing of reversals of deferred tax assets and liabilities and their ultimate impact on taxable income or loss, which could have an effect on the recoverability of deferred tax assets. As of September 30, 2025, the Company has a federal valuation allowance of $145.2 million representing a full valuation allowance on its federal NOL carryforwards and certain other deferred taxes related to our ownership interests where it is not more likely than not that the tax benefit will be realized. Additionally, a state valuation allowance of $6.6 million has been recorded representing certain state NOLs where it is not more likely than not that the tax benefit of certain state NOLs will be realized before the NOLs in those certain states expire. At this time, we consider it more likely than not that we will have sufficient taxable income and available excess capital gain from prior year periods that will allow us to realize our remaining deferred tax assets. The Company will continue to monitor the recoverability of deferred tax assets on a quarterly basis and may need to record an additional valuation allowance on its net deferred tax asset in future periods.

Results of Operations

Consolidated Results of Operations

Net Earnings (Loss). The following table presents certain financial data for the periods indicated:

(In millions)

For the Three Months Ended September 30, 2025 and 2024

The following is a discussion of the material fluctuations in our consolidated results of operations for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. The material changes in revenues, expenses and pre-tax loss for the three months ended September 30, 2025 and 2024 are discussed in further detail at the segment level below.

Revenues

Restaurant sales including food and beverage sales, are net of applicable state and local sales taxes and discounts, and are recognized at a point in time as services are performed and goods are provided.

Other operating revenue consists of income generated by our resort operations, which includes sales of real estate, lodging rentals, food and beverage sales, and other income from various resort services offered. Revenue is recognized at a point in time upon closing of the sale of real estate or once goods and services have been provided and billed to the customer.

Expenses

Our operating expenses consist primarily of personnel costs, cost of restaurant revenue, other operating expenses, and depreciation and amortization.

Cost of restaurant revenue includes cost of food and beverage, primarily the costs of beef, groceries, produce, seafood, poultry and alcoholic and non-alcoholic beverages, net of vendor discounts and rebates, payroll and related costs and expenses directly relating to restaurant level activities, and restaurant operating costs including occupancy and other operating expenses at the restaurant level.

Personnel costs include base salaries, commissions, benefits, stock-based compensation and bonuses paid to employees, and are one of our most significant operating expenses. Personnel costs that are directly attributable to the restaurant-level operations of the Restaurant Group are included in Cost of restaurant revenue.

Depreciation and amortization expense consists of our depreciation related to investments in property and equipment as well as amortization of intangible assets.

Other operating expenses include management fees, carried interest fees, professional fees, advertising costs, travel expenses and impairments of operating assets.

Pre-Tax Earnings (Loss)

Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates decrease $9.4 million, or 324.1%, in the three months ended September 30, 2025 compared to the corresponding period in 2024.

Income Taxes

Income tax benefit was $3.8 million and $6.4 million in the three-month periods ended September 30, 2025 and 2024, respectively. Our effective tax rate was 58.5% and (220.7)% in the three months ended September 30, 2025 and 2024, respectively. Our effective tax rate fluctuates depending on our estimate of ultimate income tax liability and changes in the characteristics of net earnings, such as the weighting of operating income versus other income or earnings and losses of unconsolidated affiliates. The change in our effective tax rate in the three months ended September 30, 2025 compared to the corresponding period in 2024 is primarily attributable to the impact of equity in losses of unconsolidated affiliates relative to pre-tax losses on our effective tax rate.

Equity in Earnings (Losses) of Unconsolidated Affiliates

Equity in earnings (losses) of unconsolidated affiliates for the three months ended September 30, 2025 and 2024 consisted of the following:

(In millions)

The equity in losses of Alight in the three months ended September 30, 2025 was primarily driven by the pickup of our ratable portion of Alight's goodwill impairment of $1,338.0 million. The equity in earnings of BKFC in the three months ended September 30, 2025 was primarily driven by the pickup of our ratable portion of BKFC's increased player trading income.

For the Nine Months Ended September 30, 2025 and 2024

The following is a discussion of the material fluctuations in our consolidated results of operations for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. The material changes in revenues, expenses and pre-tax loss for the nine months ended September 30, 2025 and 2024 are discussed in further detail at the segment level below.

Pre-Tax Earnings (Loss)

Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates increased (decreased loss) $44.8 million, or 22.0%, in the nine months ended September 30, 2025 compared to the corresponding period in 2024.

Income Taxes

Income tax expense was $14.6 million and $14.2 million in the nine-month periods ended September 30, 2025 and 2024, respectively. Our effective tax rate was (9.2)% and (7.0)% in the nine months ended September 30, 2025 and 2024, respectively. Our effective tax rate fluctuates depending on our estimate of ultimate income tax liability and changes in the characteristics of net earnings, such as the weighting of operating income versus other income or earnings and losses of unconsolidated affiliates. The change in our effective tax rate in the nine months September 30, 2025 compared to the corresponding period in 2024 is primarily attributable to the impact of equity in losses of unconsolidated affiliates relative to pre-tax losses and the recording of valuation allowances on our effective tax rate.

Equity in Losses of Unconsolidated Affiliates

Equity in losses of unconsolidated affiliates for the nine months ended September 30, 2025 and 2024 consisted of the following:

(In millions)

The equity in losses of Alight in the nine months ended September 30, 2025 was primarily driven by the pickup of our ratable portion of Alight's goodwill impairment of $2,321 million. The equity in earnings of BKFC in the nine months ended September 30, 2025 was primarily driven by the pickup of our ratable portion of BKFC's increased player trading income.

Restaurant Group

The following table presents the results from operations of our Restaurant Group segment:

(In millions)

For the Three Months Ended September 30, 2025

Total revenues for the Restaurant Group segment decreased $7.5 million, or 7.3%, in the three months ended September 30, 2025, compared to the corresponding period in 2024. The reduction in revenue is primarily attributable to approximately $3.6 million of incremental revenue included in the three months ended September 30, 2024 associated with O'Charley's store locations that were closed prior to the three months ended September 30, 2025 and a decline in comparable store sales.

Comparable Store Sales. One method we use in evaluating the performance of our restaurants is to compare sales results for restaurants period over period. A new restaurant is included in our comparable store sales figures starting in the first period following the restaurant's first seventy-eight weeks of operations. Changes in comparable store sales reflect changes in sales for the comparable store group of restaurants over a specified period of time. This measure highlights the performance of existing restaurants, as the impact of new restaurant openings is excluded. Comparable store sales for our O'Charley's and 99 Restaurants brands decreased by 13.6% and 0.8%, respectively, in the three months ended September 30, 2025 compared to the corresponding period in 2024. The decrease is primarily attributable to our O'Charley's and 99 Restaurants brands decrease in guest counts of 18.3% and 1.9%, respectively, partially offset by an increase in the average amount spent by guests each visit of 5.7% and 1.2%, respectively. The decline in same store sales is an unfavorable trend reasonably likely to have a material unfavorable impact on future net sales and income from continuing operations.

For the Nine Months Ended September 30, 2025

Total revenues for the Restaurant Group segment decreased $20.6 million, or 6.5%, in the nine months ended September 30, 2025, compared to the corresponding period in 2024. The reduction in revenue is primarily attributable to approximately $8.9 million of incremental revenue included in the nine months ended September 30, 2024 associated with O'Charley's store locations that were closed prior to the nine months ended September 30, 2025 and a decline in comparable store sales.

Comparable Store Sales. Comparable store sales for our O'Charley's and 99 Restaurants brands decreased by 13.3% and 0.4%, respectively, in the nine months ended September 30, 2025 compared to the comparable period in 2024. The decrease in 2025 is primarily attributable to O'Charley's and 99 Restaurants brands decrease in guest counts of 16.3% and 2.1% respectively, partially offset by an increase in the average amount spent by guests each visit of 3.6% and 1.7%, respectively. The decline in same store sales is an unfavorable trend reasonably likely to have a material unfavorable impact on future net sales and income from continuing operations.

Alight

As of September 30, 2025, we own approximately 7.7% of the outstanding common stock of Alight. We account for our ownership of Alight under the equity method of accounting; therefore, its results do not consolidate into ours.

Summarized statement of operations information for Alight for the relevant dates and time periods included in Equity in losses of unconsolidated affiliates in our Condensed Consolidated Statements of Operations is presented below.

(In millions)

Details relating to the results of operations of Alight (NYSE: "ALIT") can be found in its periodic reports filed with the SEC.

Black Knight Football

As of September 30, 2025, we own approximately 44.7% of the ownership interest of Black Knight Football. We account for our ownership of BKFC under the equity method of accounting, and therefore its results do not consolidate into ours. We report our equity in the earnings or loss of BKFC on a three-month lag, and accordingly, our net loss for the three months ended September 30, 2025 and 2024 includes our equity in Black Knight Football’s losses for the three and nine months ended June 30, 2025 and 2024, respectively.

Summarized statement of operation information for Black Knight Football for the relevant dates and time periods included in Equity in losses of unconsolidated affiliates in our Condensed Consolidated Statements of Operations is presented below.

(In millions)

Black Knight Football's total revenue is primarily attributable to Premier League media rights, matchday and sponsorship revenue earned by AFCB.

Total revenues for Black Knight Football increased $17.8 million, or 22.9%, in the three months ended June 30, 2025, compared to the corresponding period in 2024. The change in revenue was primarily attributable to a $13.2 million, or 20.7%, increase due to AFCB's higher placement in the table along with $2.6 million, or 41.6%, increase as a result of players out on loan in the three-month period.

Total revenues increased $48.2 million, or 26.8%, in the nine months ended June 30, 2025, compared to the corresponding period in 2024. The change in revenue was primarily attributable to a $27.1 million, or 19.0%, increase due to AFCB's higher placement in the table along with $10.9 million, or 110.0%, increase as a result of players out on loan in the nine-month period.

Operating loss decreased $24.5 million in the nine months ended June 30, 2025 compared to the corresponding period in 2024. The change was primarily attributable to the increase in revenue as noted above, partially offset by increased personnel costs, namely player compensation of $19.2 million, or 16.1% for the nine months ended June 30, 2025.

Net earnings (loss) attributable to BKFC increased $89.0 million in the three months ended June 30, 2025 and increased $111.1 million in the nine months ended June 30, 2025 compared to the corresponding periods in 2024. The change was primarily attributable to the factors noted above, as well as an increase in income from player trading of approximately $73.8 million and $73.5 million in the three and nine months ended June 30, 2025 compared to the corresponding periods in 2024.

JANA

As of September 30, 2025, we own approximately 50.0% of the ownership interest of JANA. We account for our ownership of JANA under the equity method of accounting, and therefore its results do not consolidate into ours. We report our equity in the earnings or loss of JANA on a three-month lag, and accordingly, our net earnings (loss) for the three and nine months ended September 30, 2025 includes our equity in JANA’s earnings for the three and nine months ended June 30, 2025, and our net earnings (loss) for the three and nine months ended September 30, 2024 includes our equity in JANA’s earnings for the three months ended June 30, 2024 and for the period from February 21, 2024 through June 30, 2024, respectively.

Summarized statement of operation information for JANA for the relevant dates and time periods included in Equity in losses of unconsolidated affiliates in our Condensed Consolidated Statements of Operations is presented below.

(In millions)

JANA's total revenue is primarily attributable to management fees earned from managing investment funds and performance fees earned which are calculated based on investment performance and various factors, including relative benchmarks, hurdles and preferred returns.

The changes in revenue and operating income for the nine months ended June 30, 2025 relative to the period from February 21, 2024 through June 30, 2024 are not comparable due to the difference in the time periods.

Corporate and Other

The Corporate and Other segment consists of our share in the operations of certain controlled businesses and other equity ownership interests, activity of the corporate holding company and certain intercompany eliminations and taxes.

The following table presents the results from operations of our non-reportable Corporate and other segment:

(In millions)

For the Three Months Ended September 30, 2025

Recognized gains, net in our Corporate and Other segment consists of the following:

(In millions)

For the Nine Months Ended September 30, 2025

Recognized losses, net in our Corporate and Other segment consists of the following:

(In millions)

Discontinued Operations

As a result of the D&B Sale, the financial results of D&B have been reclassified to discontinued operations. See Note J to our Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report for further details on the amounts included in discontinued operations for all periods presented.

Liquidity and Capital Resources

Cash Requirements. Our short and long term cash requirements include management fees, personnel costs, other operating expenses, taxes, payments of interest and principal on our debt, capital expenditures, dividends on our common stock, and other potential business acquisitions or investments. On November 4, 2025, our Board declared cash dividends of $0.15 per share, payable on December 31, 2025, to Cannae common shareholders of record as of December 17, 2025. There are no restrictions on our retained earnings regarding our ability to pay dividends to stockholders. The declaration of any future dividends is at the discretion of our Board. Additional uses of cash flow beyond the foregoing over the short and long term are expected to include stock repurchases (including, but not limited to, the purchase of the common stock underlying the Put Right) and debt repayments.

As of September 30, 2025, we had cash and cash equivalents of $233.8 million, of which $225.8 million was cash held by the corporate holding company, and $50.0 million of immediate capacity under our existing holding company credit facilities.

We continually assess our capital allocation strategy, including decisions relating to monetizing investments, reducing debt, repurchasing our stock, and/or conserving cash. We believe that all anticipated cash requirements for current operations will be met from internally generated funds, cash dividends from subsidiaries, cash generated by investment securities, potential sales of non-strategic assets, and borrowings on existing credit facilities. Our short-term and long-term liquidity requirements are monitored regularly to ensure that we can meet our cash requirements. We forecast the needs of all of our subsidiaries and periodically review their short-term and long-term projected sources and uses of funds, as well as the asset, liability, investment and cash flow assumptions underlying such forecasts.

We are focused on evaluating our assets and ownership interests as potential vehicles for creating liquidity. Our intent is to use that liquidity for general corporate purposes, including future acquisitions, potentially reducing debt, repurchasing shares of our stock, paying dividends on our stock, other strategic initiatives and/or conserving cash.

Cash Flows for the Nine Months Ended September 30, 2025

The Company is engaged in actively managing and operating a core group of operating companies. The Company accounts for many of its material holdings on an unconsolidated basis and therefore, a material portion of the cash inflow the Company generates is reported in cash flows from investing activities pursuant to GAAP. As a result of such accounting treatment, the Company expects to continue to generate a material portion of its cash inflow from activities classified as investing activities under GAAP and does not expect to generate positive operating cash flows on a regular basis. The cash requirements of the Company typically come from the activities classified as investing activities under GAAP as we receive distributions from unconsolidated affiliates and at times sell a portion or all of our investment in these various operating companies.

Operating Cash Flow. Our cash flows used in operations for the nine months ended September 30, 2025 and 2024 totaled $34.1 million and $78.1 million, respectively. The decrease in cash used in operations of $44.0 million is primarily attributable to tax refunds received of $23.1 million and lower operating expenses, including professional fees, in the 2025 period compared to the 2024 period.

Investing Cash Flows. Our cash flows provided by investing activities for the nine months ended September 30, 2025 and 2024 were $493.8 million and $307.1 million, respectively. The increase in cash provided by investing activities of $186.7 million in the 2025 period from the 2024 period is primarily attributable to our current year sale of our remaining interest in D&B for proceeds of $629.8 million partially offset by prior year proceeds from the sale of a portion of our interest D&B of $100.9 million and $264.0 million proceeds from sales of Dayforce and by a $79.3 million increase in purchases of new investments made in the 2025 period compared to the 2024 period.

Financing Cash Flows. Our cash flows used in financing activities for the nine months ended September 30, 2025 and 2024 were $357.4 million and $174.5 million, respectively. The increase in cash used in financing activities of $182.9 million is primarily attributable to the decreased borrowings of $61.1 million, increased repayments of debt of $113.9 million and increased dividends paid of $8.5 million in the 2025 period compared to the 2024 period.

Financing Arrangements. For a description of our financing arrangements, see Note G - Notes Payable included in Item 1 of Part I of this Quarterly Report, which is incorporated by reference into this Item 2 of Part I.

Seasonality. There have been no material changes to the seasonality experienced in our businesses from those described for the period as of and for the year ended December 31, 2024 included in our Annual Report.

Contractual Obligations. Our long-term contractual obligations generally include our credit agreements and other debt facilities, lease payments and financing obligations on certain of our premises and equipment, purchase obligations of the Restaurant Group and payments to our Manager.

Operating lease payments include the expected future rent payments of the Company and its operating subsidiaries, primarily for the Restaurant Group. The operating leases are accounted for pursuant to ASC 842 Leases.

Purchase obligations include agreements to purchase goods or services that are enforceable, are legally binding and specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. The Restaurant Group has unconditional purchase obligations with various vendors, primarily related to food and beverage obligations with fixed commitments in regard to the time period of the contract and the quantities purchased with annual price adjustments that can fluctuate. Future purchase obligations are estimated by assuming historical purchase activity over the remaining, non-cancellable terms of the various agreements. For agreements with minimum purchase obligations, at least the minimum amounts we are legally required to purchase are included. These agreements do not include fixed delivery terms. We used both historical and projected volume and pricing as of September 30, 2025 to determine the amount of these obligations.

As of September 30, 2025, our required future payments relating to these contractual obligations were as follows:

(In millions)

Capital Stock Transactions. On August 3, 2022, our Board authorized a three-year stock repurchase program (the "2022 Repurchase Program"), under which the Company may repurchase up to 10.0 million shares of its common stock. Purchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions through August 3, 2025. The repurchase program does not obligate the Company to acquire any specific number of shares and may be suspended or terminated at any time.

During the nine months ended September 30, 2025, we repurchased a total of 2,295,463 shares of Cannae common stock for approximately $42.1 million in the aggregate, or an average of $18.33 per share under the 2022 Repurchase Program. Since the original commencement of the 2022 Repurchase Program through market close on September 30, 2025, we have repurchased a total of 10.0 million shares of Cannae common stock for approximately $193.1 million in the aggregate, or an average of $19.31 per share. As of the date of this Quarterly Report, there are no shares available for repurchase under the 2022 Repurchase Program.

On October 29, 2023, our Board authorized a stock repurchase program (the "2023 Repurchase Program"), under which the Company may repurchase up to 10.0 million shares of its common stock. Purchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions. The repurchase program does not obligate us to acquire any specific number of shares and may be suspended or terminated at any time. The 2023 Repurchase Program does not supersede or impact the repurchase capacity under the 2022 Repurchase Program.

During the three months ended September 30, 2025, we repurchased a total of 6,212,998 shares of Cannae common stock for approximately $120.4 million in the aggregate, or an average of $19.38 per share under the 2023 Repurchase Program. During the nine months ended September 30, 2025, we repurchased a total of 9,705,074 shares of Cannae common stock for approximately $189.8 million in the aggregate, or an average of $19.56 per share under the 2023 Repurchase Program. From October 1, 2025 through November 7, 2025, we repurchased an additional 294,926 shares of Cannae common stock for approximately $5.4 million in the aggregate, or an average of $18.21 per share, pursuant to the 2023 Repurchase Program. Since the original commencement of the 2022 Repurchase Program through market close on November 7, 2025, we have repurchased a total of 10,000,000 shares of Cannae common stock for approximately $195.2 million in the aggregate, or an average of $19.52 per share. As of the date of this Quarterly Report, there are no shares available for repurchase under the 2023 Repurchase Program.

On March 24, 2025, our Board authorized a new stock repurchase program (the "2025 Repurchase Program"), under which the Company may repurchase up to 10.0 million shares of its common stock. Purchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions. The repurchase program does not obligate us to acquire any specific number of shares and may be suspended or terminated at any time. The 2025 Repurchase Program does not supersede or impact the repurchase capacity under the prior authorizations. As of September 30, 2025, we have not made any purchases under the 2025 Repurchase Program and there are 10.0 million shares available for repurchase under the 2025 Repurchase Program. From October 1, 2025 through November 7, 2025, we repurchased an additional 2,003,608 shares of Cannae common stock for approximately $36.9 million in the aggregate, or an average of $18.38 per share, pursuant to the

2025 Repurchase Program. As of the date of this Quarterly Report, there are 7,996,392 shares available for repurchase under the 2025 Repurchase Program.

During the three months ended September 30, 2025, there have been no material changes in the market risks described in Part II, Item 7A "Quantitative and Qualitative Disclosures about Market Risk" in our Annual Report on Form 10-K for the year ended December 31, 2024.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective as of September 30, 2025, to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is: (a) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms; and (b) accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The risk factors disclosed in "Item 1A. Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2024 are hereby incorporated by reference. In addition, we identified the following additional risk.

We are currently the subject of a proxy contest, which could distract our management, disrupt our operations, result in incremental costs and adversely affect our results of operations, financial condition and stock price.

Our Board and management value constructive input from our shareholders and are committed to acting in the best interests of all of our shareholders. However, we may be subject to actions or proposals from shareholders or others that may not align with the Company’s business strategies or the interests of our other shareholders.

We have recently received notice of a proxy solicitation effort by a shareholder seeking to nominate directors to our Board and influence the outcome of our upcoming annual meeting. This proxy contest could result in a change in the composition of our Board or executive officers and potentially alter our corporate governance or strategic direction.

A proxy contest can be disruptive and costly, even if unsuccessful. It may divert the attention of our Board and management from their regular duties and the execution of our business strategy. In addition, responding to a proxy contest could require significant time and expense, including legal and advisory fees, which could negatively impact our financial condition. Our aggregate expenses, including those of our outside legal counsel and other outside advisors, related to our solicitation of proxies in excess of expenses normally spent for an annual meeting in which there is not a proxy contest, and excluding salaries and wages of our regular employees and officers, are expected to be approximately $5.9 million.

If the dissident shareholder is successful in its efforts, it may result in uncertainty regarding our future plans and policies and in potential material obligations. Moreover, there is no assurance that the dissident shareholder will pursue initiatives that are aligned with our business strategy. Any resulting changes to our Board, executive officers or strategic direction could also be viewed negatively by the market, employees, customers, or other stakeholders, which may lead to increased stock price volatility, a loss of key personnel, or disruptions in our business relationships.

Furthermore, public disputes with activist shareholders may damage our reputation, strain relationships with investors, and increase the risk of future shareholder activism. There can be no assurance that the outcome of the proxy contest will be favorable to us or the amount of expense related to the proxy contest we will incur.