UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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Cannae Holdings, Inc.
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The following materials were provided to shareholders of Cannae Holdings, Inc. (the “Company”) as part of the Company’s distribution of its annual report.
CANNAE HOLDINGS, INC. ANNUAL REPORT
Select Portfolio Highlights We primarily acquire interests in operating companies and are actively engaged in managing and operating a core group of those companies. We believe that our long-term ownership and active involvement in the management and operations of companies helps maximize the value of those businesses for our shareholders. We are a long-term owner that seeks to secure control and governance rights, and we have no preset time constraints dictating when we sell or dispose of our businesses. Football Team Ownership Data Insights Black Knight Football Club (BKFC; and Dun & Bradstn·et AFC Bourncmouth Since taking Dun & Bradstreet (D&B) private in 2019, we BKFC purchased AFC Bournemouth (AFCB) in December replaced management, reduced the company’s expense 2022, and our team quickly started to improve operations structure, and improved their operations, resulting in and performance of the club. Thus far, the results have been approximately 40% revenue growth, 60% EBITDA growth, impressive as the club increased its league position from and almost 600 basis points of margin expansion while 15th in the season of purchase to 9th in the 2024/25 season, reducing leverage from 9x to 3.6x. The improved results led and revenues have increased 29% over the same period. For to the sale of D&B to Clearlake Capital Group for $7.7 billion the first time, AFCB was named to Sportico’s 2025 list of The in August 2025. Can nae received $630 million from the sale World’s 50 Most Valuable Football Clubs, with a valuation of D&B, and announced its expected usage of $501 million of $630 million, which represents a signficant increase over to repurchase $300 million of Cannae shares, $141 million capital invested in AFCB. to repay its margin loan, and the remainder for payment of future dividends to shareholders. Business Efficiency Gourmet Flavoring Products Alight, Inc. T il(‘ ‘Vatkins Companv We continue to work with Alight to transform their business, In October 2024, Cannae acquired a majority interest in which we believe will result in an improved valuation for the Watkins Company (Watkins), a 157-year-old flavoring the company and value creation for our shareholders. Over products company known for its premium brand in the fast-the past year, we advised management on the $1.2 billion growing spices, seasonings, and extracts category, a $6 billion sale of its Payroll and Professional Services division, which segment in the U.S. food industry. Watkins is the second simplified the remaining business while providing capital for largest extracts brand and one of the fastest-growing organic Alight to significantly del ever, repurchase shares, and initiate a spice brands, having consistently increased its market share dividend. We also worked with the company to transition to a over the last several years. There remains a significant runway new CEO and added four new experienced board members. for growth through expanded distribution and additional acquisitions, given the highly fragmented industry.
2024 ANNUAL REPORT Long-Tern1 Provtn Invtstment Returns (in billions of dollars) Cumulative Cannae Investment Monetizations’ $0.7B Investment Investment Im·estu1 rgt Cumu1ative Cost Gains l,o.;s Proceeds Disciplined Approach of Returning Capital to Shareholders (in millions) Outstanding Shares as of December 31st 91.7 86.9 76.3 70.4 62.8 2020 2021 2022 2024 2021 2022 2023 2024 9/30/25 Total Rlltumed Return of Capita l to Shareholders’ $167 $225 $118 $251 $254 $1,01 Cumulative Shares Repurchased3 5% 17% 24% 35% Average Purchase Pnce $34.62 $20.95 $19.28 $22.82 Purchase D1scount to NAV4 28% 44% 45% 32%Graphic displays only realized monetization events since 2014, including sales, partial sales, dividends, and distributions ‘Represents share repurchases and dividends >Relative to May 2021 share count ‘Percentage discount relative to average NAV
To Our Valued Shareholders, I am honored to be writing to you for the first time as Cannae’s 1) rebalancing our portfolio away from our historical public Chief Executive Officer. Before I get started, I would like to thank company investments and redeploying capital in proprietary the Board and Bill Foley for their support. I would also personally opportunities with positive cash flows that can deliver outsized like to thank Bill for his mentorship and all that he has provided returns; 2) returning capital to shareholders through share to Cannae and its portfolio companies. Under Bill’s leadership, buybacks and dividends; and 3) improving the operationalCannae created significant value and positioned itself for performance of Cannae’s portfolio companies to increase their continued success delivering shareholder returns as a permanent underlying values. We believe this strategy will enhance thecapital vehicle. Bill’s role as Vice Chairman of the Board will value of our portfolio companies, close the stock price discount enable our Management Team to continue to leverage his to net asset value, and deliver returns to our shareholders.expertise in driving value at our portfolio companies (particularlye have made substantial progress across all three in the sports and entertainment and spirits businesses), and his strategic initiatives. network and experience in strategic investments and M&A tocreate long-term value for our shareholders.Cannae’s Portfolio TransformationCannae’s strategy remains simple. We try to buy, improve, Since 2024, we have raised approximately $1.1 billion of capital and eventually monetize investments to generate returns for through the sales of public shares of our portfolio companies our shareholders. We leverage the experiences and know- Alight, Dayforce, Dun & Bradstreet (D&B), and Paysafe. These how of our Board and Management Team as well as the sales have rebalanced our portfolio, resulting in our public duration and flexible nature of our capital as competitive company stakes shifting from 70% of our net asset value at advantages to create long-term shareholder value. The Board the start of February 2024 to 20% at September 2025. This and Management Team remain committed to the execution portfolio transition is important for Cannae as it: 1) generates of three key priorities initiated in February of 2024 to create capital that can be used for share buybacks, dividends, and long-term shareholder value. The pillars of the strategy are: new investments, and 2) through rebalancing our portfolio, weSee Forward-Looking Statements and Risk Factors on the inside back cover 2
2024 ANNUAL REPORTnow provide our investors access to unique and proprietary an investment in an established 157-year-old business in an investment opportunities otherwise unavailable to public attractive consumer products segment with a strong brand market investors. and growth potential. With the additional capital in BKFC,annae continues to grow a leading global football operator In August 2025, D&B (Cannae’s largest investment) closed its with ownership of AFC Bournemouth (AFCB) in the English $7.7 billion sale to Clearlake Capital, delivering $630 million in Premier League, FC Lorient in France’s Ligue 1, Moreirense FC proceeds to Cannae, of which we intend to use at least $501 in Primera Liga in Portugal, and Hibernian FC in the Scottish million of these proceeds for share repurchases, dividends, Premiership. We believe the increasing value of sports media and debt repayment. In 2024, we sold $470 million of our rights, team values in top leagues, and our global platform public portfolio companies Alight Dayforce, Dun & Bradstreet will increase the value of BKFC and deliver returns for our and Paysafe. These transactions have provided Cannae with shareholders. significant capital to execute its strategy.As part of our portfolio repositioning, we invested in Returning Capital to Shareholders several attractive companies that we believe will deliver our We continue to aggressively return capital to our shareholders shareholders outsized returns. Since 2024, we invested $423 through share buybacks and our dividend, which now totals million in JANA Partners and The Watkins Company, and added $505 million of returned capital since the beginning of 2024. to our investment in Black Knight Football Club (BKFC). With the JANA investment Cannae now owns a 50% equity interest Since 2024, Cannae has bought back $459 million, or 31% in a premier investment manager that is well positioned for of Cannae’s outstanding stock. This included $228 million future growth in AUM and cash distributions to its owners. of Cannae shares in 2024, and $232 million in 2025 through In addition, we are also able to leverage JAN A’s expertise to September. We expect to repurchase at least an additional source proprietary and differentiated investment opportunities $68 million of common stock this year to complete the $300 for Cannae. Our stake in The Watkins Company represents million of stock repurchases announced in conjunction with the D&B sale. These stock purchases have been conducted atan average discount to net asset value of over 30%, which we believe represents an attractive use of capital. In total, since 2021, we have repurchased approximately $970 million, or 48% of Cannae’s total shares outstanding.“We believe there is significant shareholder upside as we continue to execute our strategic plan and position Cannae as a permanent capital vehicle with proprietary and differentiated investments.”- Ryan R. Caswell, CEO
C ANNAE HOLDINGS, INCIn 2024, Cannae also instituted a dividend to provide Eliminating the Trasimene external manager structure,shareholders an ongoing return of capital as Cannae executed which significantly reduces future management fees whileits long-term strategic plan. In the second quarter of 2025, creating greater alignment with our shareholders. Annual Cannae increased its quarterly dividend by 25% to $0.15 per management fees were reduced by 80% and seniorshare. To date, Cannae has returned $46 million of capital to its management is now paid primarily in Cannae stock, furthershareholders through its dividend. aligning management and shareholders.Enacted succession planning with the appointment of Working with Portfolio Company ManagementTeams to Improve Performance new independent Chairman of the Board, a new CEO and Bill Foley taking on a new role as Vice Chairman. These Our Management Team and Board continuously partner with changes position the business for long-term success as a the management teams of our portfolio companies to improve permanent capital vehicle. revenues, expand margins, identify and execute strategic transactions, and increase long-term enterprise value. Specific Refreshing the Board with three highly qualified new independent directors since 2024, including the additions examples include: of Bill Royan and Woody Tyler to our Board on June 1, 2025.Working with the D&B management team on the sale of Bill and Woody bring strong track records in investment the business to Clearlake Capital for $7.7 billion, which management, having successfully worked at both public enabled Cannae to receive $630 million in proceeds. pension and private investment funds where they oversaw Working with Alight’s management team on the sale of and managed multi-billion dollar portfolios across a variety its Professional Services segment and its Payroll & HCM of strategies.Outsourcing businesses for approximately $1.2 billion in July Declassifying the Board, contingent upon the approval by 2024. This enabled Alight to reduce its outstanding debt shareholders, at the 2025 annual meeting. If approved, thisby $740 million, return $75 million to shareholders via share will result in annual election of directors on a phased-in repurchases, and initiate a quarterly dividend program approach beginning with the class up for election at the Working with Black Knight Football Club at both the 2026 annual meeting. individual team and holding company level. Black Knight’sConclusionsuccess is evidenced by AFC Bournemouth’s performance on and off the pitch since our acquisition. AFCB has seen Our Management Team and Board are proud of our record player trading profits, increased its league position accomplishments and are excited with the opportunities that from 15th in the 2022/23 season to 9th in the 2024/25 lie ahead. We remain confident that we have the right strategy season to 4th place currently in the 2025/26 season, and to create sustainable long-term shareholder value for Cannae seen revenues increase 29% during that same period. This shareholders and believe that the Company is well positioned was recognized by the club’s first inclusion in Sportico’s for 2026 and beyond. annual list of the World’s 50 Most Valuable Football Clubs Thank you to all our shareholders for your continued support. 2025, where AFCB received a valuation of $630 millionwhich represents a significant increase over capitalinvested in AFCB.Corporate Structure and Governance UpdateRyan R. CaswdlCannae and its board have continually evolved the company’shief Executive Officer corporate structure and governa nee with the goal of deliveringreturns for its shareholders. We have made significantadvances since 2024, including:
Management Team Board of Directors Forward-Looking Statements Ryan R. Caswell Douglas K.Ammerman and Risk FactorshiSannual report contains forward-looking Chief Executive Officer Chairman of the Board statements that mvolve a number of risks and Bryan D. Coy Cannae Holdmgs, Inc.Retired Partner uncertainties. Statements that are not historical Chief FinanCial Off1cer facts, includmg statements regarding our KPMG LLP expectations, hopes, beliefs, plans, intentions, PeterT. SadowskiEVP, Chief Lega I Officer William P. Foley, II or strategies regarding the future are forward-Vice Chairman of the Board looking statements. Forward-looking statements Michael L. Gravelle Cannae Holdmgs, Inc. are based on management’s beliefs, as well as EVP, General Counsel and Corporate Secretary assumptions made by, and information currently Hugh R. Harris available to, management, mcluding statements B1’1!ttA. Co rl’1!ia Retired Chief Executive Officer about our buyback program, the impact of our Ch1ef Accounting Officer Lender Processing Services, Inc. act1ons on shareholder value and net asset value, and our ability to implement our plans. BecauseC. Malcolm Holland such statements are based on expectations as Annual Meeting Information Chairman & Chief Executive Officer to future financial and operating results and are The annual meeting of shareholders will be held Veritex Holdmgs, Inc. not statements of fact, actual results may differ on Fnday, December 12,2025, at 10 00 AM (Pacific materia lly from those prOJected Except as required Time) in a virtual meeting format. Shareholders Mark D. Linehan President & Chief Executive Officer by applicable law,we undertake no obligation to who plan to attend our virtual annual meeting update any forward-looking statements, whether Wynmark Company should check the Investors’ page of our website at as a result of new information, future events cannaeholdmgs.com the week of the meetmg for Frank R. Martire or otherwise. The risks and uncerta1nt1es that details on how to participate. Managing Partner forward-looking statements are subject to mclude, Bndgeport Partners but are not lim1ted to: nsks associated with our ANotice of Annual Meeting of Shareholders and capital allocation strategy; risks associated w1th Proxy Statement are furnished to shareholders in Erika Me in ha rdt the use of proceeds received as a result of the advance of the Annual Meeting. Director DNB transaction; risks associated w1th our ability Cannae Holdings, Inc. to successfully operate businesses outside our Common Share Listing Barry B. Moullet traditional areas of focus; changes in general Supply Chain Consultant economic, busmess and political conditions, Our common stock is listed on the New York Stock Board Member including changes 1n the financ1a I markets and Exchange under the symbcl CNNE. cha nges in macroeconomic conditions resulting C1Ci’s Pizza from the outbreak of a pandemic or escalation of Independent Auditors William T. Royan the current conflicts in Ukra me and the Middle East; Founding Partner risks assoc1ated w1th the Investment Company Act Grant Thornton LLPMarkets Infrastructure Partners of1940; risks associated with our potent1al1nability 4695 MacArthur Court, Suite 1600 to fmd suitable acqu1sit1on candidates, accuis1tions Newport Beach, CA 92660 James B. Stallings, Jr.n lines of business that will not necessarily be Deloitte & Touche LLP (2024 & prior) Managing Partner limited to our traditional areas of focus, or difficulties PS27 Ventures, LLC8474 Rozita Lee Ave, Suite 300 in integratmg acquis1t1ons; sigmf1cant compet1t1on Las Vegas, NV 89113 Woodrow Tyler that our operating subsidianes face; and risks Investment Comm1ttee Member assoc1ated with being the subject of a proxy contest Transfer Agent Michigan Health Endowment Fund ThiSletter and report release should be read in Continental Stock Transfer & Trust Frank P. Willey conjunction w1th the riSks detailed 1n the ‘Statement 1State Street, 30th Floor Partner Rega rdmg Forward-Looking Information;’ “Risk New York, NY 10004 Hennelly & Grossfeld LLP Factors;’ and other sections of the Company’s (212) 509-4000 Forms 10-0, Form 10-K, and our other filings with the Investor Relations Securities and Exchange Commission.Publications Solebury Strategic Communications Jam1e Lillis, [email protected] The Company’s Annual Reports on Form 10-Kand Quarterly Reports on Form 10-0 are available on the Cannae Holdmgs, Inc.Investor Relations section of the Company’s webs1te 1701 Village Center Circle at ca nnaeholdings.com. MIXLas Vegas, NV 89134( 702) 323-7330 IJ Paper 1 Supporting responsible forestryFSCcan naeholdings.com www.fsc.org Fsce C1321 071701 Village Center Circle CANNAE Las Vegas, NV 89134 HOLDINGS, INC. (833) 856-8534 Toll Free (702) 323-7330 Direct [email protected] cannaeholdtngs.com
1701 Village Center Circle CANNAE Las Vegas, NV 89134 HOLDINGS, INC. (833) 856-8534 Toll Free (702) 323-7330 Direct [email protected] cannaeholdtngs.com
