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Basis of Financial Statements | 3 Months Ended
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Mar. 31, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Basis of Financial Statements | Basis of Financial Statements The following describes the significant accounting policies of Cannae Holdings, Inc. and its subsidiaries (collectively, "we," "us," "our," "Cannae," "CNNE," or the "Company"), which have been followed in preparing the accompanying Condensed Consolidated Financial Statements. Description of the Business We primarily acquire interests in operating companies and are engaged in actively managing and operating a core group of those companies, which we are committed to supporting for the long term. From time to time, we also seek to take meaningful equity ownership stakes where we have the ability to control or significantly influence quality companies, and we bring the strength of our operational expertise to each of our subsidiaries. We are a long-term owner that secures control and governance rights of other companies primarily to engage in their lines of business, and we have no preset time constraints dictating when we sell or dispose of our businesses. 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. Our primary assets as of March 31, 2026 include our ownership interests in Alight, Inc. ("Alight"); Black Knight Football Club US, LP ("Black Knight Football" or "BKFC"); JANA Partners Capital, LLC, JANA Partners Management, LP and JANA Partners Management GP, LLC (together, "JANA" or "JANA Partners"); Computer Services, Inc. ("CSI"); Watkins Holdings, LLC ("Watkins"); JANA Strategic Investments Benchmark Fund ("JANA Fund"); High Sierra Distillery, LP ("Minden Mill"); AmeriLife Group, LLC ("AmeriLife"); O'Charley's Holdings, LLC ("O'Charley's"); 99 Restaurants Holdings, LLC ("99 Restaurants"); and various other controlled subsidiary companies and minority equity ownership interests. See Note E - Segment Information for further discussion of the businesses comprising our reportable segments. Principles of Consolidation and Basis of Presentation The accompanying Condensed Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and the instructions to Form 10-Q and Article 10 of Regulation S-X and include the historical accounts as well as wholly-owned and majority-owned subsidiaries of the Company. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All adjustments made were of a normal, recurring nature. This report should be read in conjunction with our Annual Report on Form 10-K (our "Annual Report") for the year ended December 31, 2025. All intercompany profits, transactions and balances have been eliminated. Our ownership interests in non-majority-owned partnerships and affiliates are accounted for under the equity method of accounting or as equity securities. Earnings attributable to noncontrolling interests recorded on the Condensed Consolidated Statements of Operations represents the portion of our majority-owned subsidiaries' net earnings or loss that is owned by noncontrolling shareholders of such subsidiaries. Noncontrolling interest recorded on the Condensed Consolidated Balance Sheets represents the portion of equity owned by noncontrolling shareholders in our consolidated subsidiaries. Management Estimates The preparation of these Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include the fair value measurements in accounting for certain equity investments (Note B - Investments and Note C - Fair Value Measurements), and the valuation allowance recorded on our federal net operating loss ("NOL") carryforwards, state net operating loss carryforwards, and certain deferred taxes related to our investments (see information below under the heading Income Taxes for further information). Actual results could differ from estimates. Recent Developments Black Knight Football In January 2026, BKFC purchased the remaining 60% equity interest in FC Lorient ("FCL") for total consideration of $70.3 million including cash of $40.7 million and stock of BKFC of $29.6 million and now holds a 100% ownership interest in the club. As of March 31, 2026, we held a 44.5% ownership interest in BKFC. See Note B - Investments for further discussion of our accounting for our ownership interest in BKFC and other equity method investments. Other Developments On March 6, 2026, Cannae Funding A, LLC ("Cannae Funding A"), an indirect wholly owned special purpose subsidiary of the Company, prepaid in full all outstanding obligations under the Margin Loan Agreement, dated as of November 30, 2020 (as amended, the "Margin Loan Agreement") and terminated its revolving loan facility with Bank of America which was secured by shares of Alight common stock. There was no outstanding principal or interest advances under the Margin Loan Agreement as of the pay-off date. 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. Such repurchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions. The 2025 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. During the three months ended March 31, 2026, we repurchased a total of 1,185,000 shares of Cannae common stock for approximately $15.2 million in the aggregate, or an average of $12.84 per share under the 2025 Repurchase program. From April 1, 2026 through May 8, 2026, we repurchased an additional 2,100,000 shares of Cannae common stock for approximately $27.2 million in the aggregate, or an average of $12.94 per share, pursuant to the 2025 Repurchase Program. Since the original commencement of the 2025 Repurchase Program through market close on May 8, 2026, we have repurchased a total of 7,985,913 shares of Cannae common stock for approximately $122.9 million in the aggregate, or an average of $15.39 per share. As of the date of this Quarterly Report, there are 2,014,087 shares available for repurchase under the 2025 Repurchase Program. On March 9, 2026, our Board authorized a new stock repurchase program (the "2026 Repurchase Program"), under which the Company may repurchase up to 10.0 million shares of its common stock. Such repurchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions. The 2026 Repurchase Program does not obligate us to acquire any specific number of shares and may be suspended or terminated at any time. The 2026 Repurchase Program does not supersede or impact the repurchase capacity under the prior authorizations. We have not made any purchases under the 2026 Repurchase Program. As of the date of this Quarterly Report, there are 10.0 million shares available for repurchase under the 2026 Repurchase Program. The following dividends were declared by our Board in 2026:
Declaration Date |  | Record Date |  | Payment Date |  | Dividends Per Share
February 23, 2026 |  | March 17, 2026 |  | March 31, 2026 |  | $0.15
May 7, 2026 |  | June 16, 2026 |  | June 30, 2026 |  | $0.15
Related Party Transactions During the three months ended March 31, 2026, we did not incur any management fee and termination fee expenses with Trasimene Capital Management, LLC ("Manager"), as the Company's agreement with our former Manager terminated in May 2025. During the three months ended March 31, 2025, we incurred management fee and termination fee expenses with our former Manager of $1.9 million and $1.7 million, respectively. These expenses are recorded in Other operating expenses on our Condensed Consolidated Statement of Operations. Earnings Per Share Basic earnings per share, as presented on the Condensed Consolidated Statement of Operations, is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding during the period. In periods when earnings are positive, diluted earnings per share is calculated by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding plus the impact of assumed conversions of potentially dilutive securities. For periods when we recognize a net loss, diluted loss per share is equal to basic loss per share as the impact of assumed conversions of potentially dilutive securities is considered to be antidilutive. We have granted certain shares of restricted stock and restricted stock units that have been treated as common share equivalents for purposes of calculating diluted earnings per share for periods in which positive earnings have been reported. Instruments that provide the ability to purchase shares of our common stock that are antidilutive are excluded from the computation of diluted earnings per share. For the three months ended March 31, 2026 and 2025, shares of restricted stock outstanding were excluded from the calculation of diluted earnings per share as inclusion of restricted stock would be antidilutive due to net losses. Put Right On May 12, 2025, we entered into a director services agreement ("DSA") with William P. Foley II ("Mr. Foley") and pursuant to a provision therein, we agreed to repurchase half of the common stock beneficially owned by Mr. Foley at the greater of $19.50 per share of common stock or 20% in excess of the trading price of our common stock at the time such shares are sold back to the Company (the "Put Right"). The Put Right can be exercised at the option of Mr. Foley beginning January 1, 2026. As of March 31, 2026 there are 2,421,174 shares of the Company's common stock that are subject to the Put Right which represent 50% of the shares held by the director. Based on the price of the Company's common stock as of March 31, 2026, the gross amount that would be paid to settle the Put Right and repurchase the underlying common stock was $47.2 million. The Company accounts for the Put Right as a liability at fair value in accordance with the guidance in ASC 480 and ASC 815. The liability for the Put Right is included in Accounts payable and other accrued liabilities, current on our Condensed Consolidated Balance Sheets as of March 31, 2026. The initial measurement and subsequent changes in fair value of the Put Right are recorded in Recognized losses, net in our Condensed Consolidated Statements of Operations for the three month period ended March 31, 2026. See Note C - Fair Value Measurements for further discussion of the fair value of the Put Right. Income Taxes Our effective tax rate was (1.7)% and (121.7)% in the three months ended March 31, 2026 and 2025, respectively. The change in the effective tax rate in the three-month period ended March 31, 2026 compared to the corresponding prior year period was primarily attributable to recording a valuation allowance in the prior year period of $28.3 million and the varying impact of equity in losses of unconsolidated affiliates on income tax expense (benefit). Recent Accounting Pronouncements In January 2025, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires public business entities to disaggregate specific expenses in a tabular presentation. This includes purchases of inventory, employee compensation, depreciation, and other relevant expense captions on the face of the income statement. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. The guidance is to be applied on a prospective basis, though retrospective application is permitted. We do not expect the adoption of this authoritative guidance to have a material impact on our consolidated financial statements. Immaterial Revision of Prior Period Financial Statements In connection with the preparation of our Condensed Consolidated Financial Statements for the quarter ended March 31, 2026, we identified an error in the Company’s previously issued consolidated financial statements as of and for the year ended December 31, 2025. The error relates to the Company’s income tax receivable and was primarily the result of an incorrect treatment of certain business tax credits utilized in prior year tax returns which were reflected in the current income tax receivable rather than deferred tax assets. Management evaluated the materiality of the error on a qualitative and quantitative basis in accordance with SEC Staff Accounting Bulletin No. 99, Materiality, codified in Accounting Standards Codification Topic 250, Accounting Changes and Error Corrections. Based on this assessment, the Company concluded that the error is not material and did not result in a material misstatement to its previously issued consolidated financial statements as of and for the year ended December 31, 2025. However, correcting the cumulative effect of this error in the first quarter of 2026 would have had a material effect on the results of operations for that period. Therefore, the relevant prior periods’ financial statements and related footnotes, for this error for comparative purposes, have been corrected. Previously reported financial information for this immaterial error will be corrected in future filings, as applicable. A summary of the corrections to the impacted financial statement line items in the Company’s previously issued Consolidated Statements of Operations, Comprehensive Operations, and Equity as of and for the year ended December 31, 2025 is provided below. The corrections did not result in any changes to the Company’s total consolidated cash flows from operations, investing or financing activities.
|  | As of and for the year ended December 31, 2025
|  | As Reported |  | Correction |  | As Corrected
|  | (In millions)
Balance Sheet |  |  |  |  |  |
Income taxes receivable |  | $ | 60.6 |  |  | $ | (11.8) |  |  | $ | 48.8 |
Total assets |  | 1,320.7 |  |  | (11.8) |  |  | 1,308.9 |
Retained earnings |  | 23.3 |  |  | (11.8) |  |  | 11.5 |
Total equity |  | 990.9 |  |  | (11.8) |  |  | 979.1 |
Statement of Operations |  |  |  |  |  |
Income tax expense |  | $ | 13.0 |  |  | $ | 11.8 |  |  | $ | 24.8 |
Net loss |  | (524.9) |  |  | (11.8) |  |  | (536.7) |
Net loss attributable to Cannae Holdings, Inc. common shareholders |  | (513.2) |  |  | (11.8) |  |  | (525.0) |
Net loss per share |  | $ | (9.08) |  |  | $ | (0.21) |  |  | $ | (9.29) |

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