CANNAE HOLDINGS, INC.

1701 VILLAGE CENTER CIRCLE

LAS VEGAS, NEVADA 89134

October 30, 2026

Dear Shareholder:

On behalf of the Board of Directors, I cordially invite you to attend the annual meeting of the shareholders of Cannae Holdings, Inc. (Cannae). The meeting will be held virtually on December 11, 2026, at 10 a.m. Pacific Time. Instructions for accessing the virtual meeting platform online are included in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement for the 2026 Annual Meeting of Shareholders.

The Notice of Annual Meeting and Proxy Statement contain more information about the annual meeting, including:

Whether or not you plan to attend the virtual annual meeting, please vote by one of the outlined methods to ensure that your shares are represented and voted in accordance with your wishes.

We are proud to have a dynamic, effective and diverse board of directors with the right mix of skills, experiences and backgrounds at Cannae. Additional information about our Company is available on our website, www.cannaeholdings.com.

On behalf of the Board of Directors, I thank you for your support.

Sincerely,

Ryan R. Caswell

Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of Cannae Holdings, Inc.:

This Notice of Annual Meeting is hereby given that the 2026 Annual Meeting of Shareholders (including any adjournments, postponements, or continuations thereof, the Annual Meeting) of Cannae Holdings, Inc. (Cannae or the Company) will be held via live webcast on December 11, 2026, at 10 a.m., Pacific Time. We encourage you to allow ample time for online check-in, which will open at 9:45 a.m. Pacific Time. Please note that there will not be a physical location for the 2026 Annual Meeting and that you will only be able to attend the meeting by means of remote communication. We designed the format of our virtual annual meeting to ensure that our shareholders who attend will have the same rights and opportunities to participate as they would at an in-person meeting, including the ability to ask questions. This Notice of our Annual Meeting and our Proxy Statement are first being sent to shareholders on or about October 30, 2026.

ANNUAL MEETING DETAILS

DATE AND TIME		LOCATION		WHO CAN VOTE
December 11, 2026 10 a.m., Pacific Time		You can attend the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting. com/CNNE2026 and using your 16-digit control number, where you will be able to listen to the meeting live and vote online.		Shareholders of record at the close of business on October 27, 2026 (the Record Date) are entitled to notice of, and to vote at, the Annual Meeting.

ITEMS OF BUSINESS

At the meeting, we will also transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

Please see “How may I participate in the virtual Annual Meeting?” in the accompanying proxy statement for further instructions. Shareholders as of the Record Date will be able to attend the virtual Annual Meeting by visiting the link noted above, where such shareholders will be able to listen to the meeting live, submit questions, and vote.

All shareholders are cordially invited to attend the annual meeting. Please read these proxy materials and cast your vote on the matters that will be presented at the annual meeting. You may vote your shares through the Internet, by telephone, or by mailing your proxy card. Instructions for our registered shareholders are described under the question “How do I vote?” in the accompanying the proxy statement.

Sincerely,

Michael L. Gravelle

Corporate Secretary

Las Vegas, Nevada

October 30, 2026

PLEASE COMPLETE, DATE AND SIGN THE PROXY AND MAIL IT PROMPTLY IN THE ENVELOPE (OR VOTE VIA TELEPHONE OR INTERNET) TO ASSURE REPRESENTATION OF YOUR SHARES.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON DECEMBER 11, 2026: The Company’s Notice of Annual Meeting, Proxy Statement, and the Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2025, are available online free of charge at www.cannaeholdings.com/financial-information/sec-filings.

TABLE OF CONTENTS

PROXY STATEMENT

The proxy is being solicited by the Board of Directors (the Board) of Cannae Holdings, Inc. (Cannae or the Company) for use at the 2026 Annual Meeting of Shareholders (including any adjournments, postponements, or continuations thereof, the Annual Meeting) to be held on December 11, 2026, at 10 a.m., Pacific Time for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders. The Annual Meeting will be held virtually at www.virtualshareholdermeeting.com/CNNE2026.

This proxy statement (the Proxy Statement) and the accompanying form of proxy are first being mailed on or about October 30, 2026, to all shareholders entitled to vote at the Annual Meeting. An annual report on Form 10-K for the year ended December 31, 2025 (Annual Report) is enclosed with this Proxy Statement. Electronic copies of this Proxy Statement and Annual Report are available online free of charge at https://www.cannaeholdings.com/financial-information/sec-filings.

The Company’s principal executive offices are located at 1701 Village Center Circle, Las Vegas, Nevada 89134, and its telephone number at that address is (702) 323-7330.

FORWARD LOOKING STATEMENTS

This Proxy Statement includes forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. Forward-looking statements include statements about our business, strategic plans, future performance, return of capital, and the impact of our actions on shareholder value, as well as sustainability targets, goals, and commitments outlined in this Proxy Statement or elsewhere. These statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods, or by the inclusion of forecasts or projections. We caution readers not to place undue reliance on forward-looking statements. We expect that certain disclosures made in this Proxy Statement may be amended, updated or revised in the future as the quality and completeness of our data and methodologies continue to improve. Important factors that could cause actual results to differ materially from expectations are described under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and in other filings we make with the Securities and Exchange Commission (the SEC). Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or other factors, except where we are expressly required to do so by law. References in this Proxy Statement to materials available on our website or a third-party website, including website links, are for informational purposes only. The information available on our website or accessible through any website links included herein is not a part of, nor incorporated by reference into, this Proxy Statement.

GENERAL INFORMATION ABOUT THE COMPANY

We are a diversified holding company that offers shareholders a unique opportunity to generate returns through owning a portfolio of operating businesses. Cannae is transitioning its portfolio to focus on sports and entertainment-related assets, with the goal of building a more concentrated and synergistic portfolio to generate long-term investment returns and stock price appreciation for our shareholders. We believe our permanent capital base, long-term ownership and active involvement in the management and operations of our companies help maximize the value of those businesses for our shareholders.

The Company conducts its business through its wholly owned subsidiary, Cannae Holdings, LLC (Cannae LLC), a Delaware limited liability company, under the oversight of our Board. From August 2019 until May 12, 2025, the Company’s business operations were managed by Trasimene Capital Management, LLC (Trasimene or our Manager) pursuant to a Management Services Agreement dated as of August 27, 2019 among the Company, Cannae LLC and our Manager (as amended and restated, the Management Services Agreement). The Management Services Agreement terminated in its entirety on May 12, 2025, and Trasimene no longer manages the Company’s business operations.

Our assets as of December 31, 2025 included our ownership interests in Black Knight Football Club US, LP (Black Knight Football or BKFC), which owns 100% of AFC Bournemouth (AFCB) and FC Lorient (FCL) and a majority interest in Moreirense FC (MFC); JANA Partners Capital, LLC, JANA Partners Management, LP and JANA Partners GP, LLC (together JANA or JANA Partners); Alight, Inc. (Alight, NYSE: ALIT); O’Charley’s Holdings, LLC (O’Charley’s) and 99 Restaurants Holdings, LLC (99 Restaurants and together with O’Charley’s, the Restaurant Group); Watkins Holdings, LLC (Watkins); Computer Services, Inc. (CSI); High Sierra Distillery, LP (Minden Mill); AmeriLife Group, LLC (AmeriLife); and various other controlled companies and minority equity ownership interests. In 2026, we acquired 100% of Exeter Rugby Group (Exeter) and disposed of our interests in Watkins and Brasada Ranch.

BUSINESS HIGHLIGHTS

We are a diversified holding company that offers shareholders a unique opportunity to generate returns through owning a portfolio of operating businesses. Cannae is transitioning its portfolio to focus on sports and entertainment-related assets, with the goal of building a more concentrated and synergistic portfolio to generate long-term investment returns and stock price appreciation for our shareholders. We believe our permanent capital base, long-term ownership and active involvement in the management and operations of our companies help maximize the value of those businesses for our shareholders.

Our Board and management team have a proven track record of identifying, operating and monetizing businesses to drive returns. We historically targeted a broad range of industries to find businesses with compelling cases for growth in value and/or strong cash flow characteristics, where we could leverage our access to unique, proprietary investment opportunities, and acquire control and/or governance rights, and then work actively with portfolio company management to optimize performance. Our results have been strongest where we hold meaningful ownership positions in private companies and actively partner with management. Our permanent capital structure and long-term investment horizon allows us to hold investments without preset time constraints and to monetize them when we believe doing so will maximize returns for our shareholders. Since our founding as a tracking stock of FNF in 2014 through September 30, 2026, this approach has generated approximately $2.9 billion in realized value for Cannae, or a 1.7x multiple on invested capital.

Beginning in 2024 and through the third quarter of 2025, our Board and management team began executing a strategic transformation of Cannae with four primary objectives. The first was a transformation of our portfolio to focus on proprietary investments that are both otherwise inaccessible to most public market investors and where we can take a significant position and partner with management. The second was to reduce operating costs and complexity while further aligning management with shareholders. The third was to return a significant amount of capital to shareholders through share repurchases and quarterly dividends. The fourth was to restructure our leadership while retaining and adding key Board members to oversee execution.

We made substantial progress on each of these objectives in 2024.

We sold approximately $472 million of shares in our public portfolio companies, invested $195 million in proprietary private investments and returned $252 million of capital to shareholders. Capital returns to shareholders included both a $222 million Dutch tender offer, and in May 2024 we initiated a quarterly cash dividend of $0.12 per share, resulting in $22 million in dividends to shareholders in 2024.

We also restructured our Management Services Agreement with Trasimene in February 2024 to provide for a phased termination of our prior external management structure. This reduced annual management fees from $37.7 million in 2023 to $7.6 million annually beginning in July 2024 and the termination fee from $40 million to $20 million. In 2025 we accelerated the termination of the external management structure, and it has now been completely eliminated. In conjunction with the transition from external to internal management, we also shifted the majority of the compensation for our key executives from cash to restricted stock, tying management’s rewards directly to the long-term value we create for shareholders. In 2024, we also added Doug Ammerman to our Board as a new, independent director.

Further to the initiatives we began in 2024, in May 2025 we transitioned our management team with a new chief executive officer and independent chairman of the Board, and in November 2025 our Board directed management to accelerate the transformation of our portfolio to concentrate primarily on sports and entertainment-related assets, where Cannae has demonstrated a differentiated competitive advantage. Our Board and management believe these assets have strong macroeconomic tailwinds and unique characteristics that support long term value creation. Cannae has proven experience operating these assets, and proprietary access to investment opportunities in the sector, which will allow us to build a more focused, efficient portfolio of synergistic assets.

In February 2026, our Board built on these 2024 initiatives and established a new set of strategic priorities designed to provide greater clarity and drive sustained long-term value creation based on four tenets: (1) portfolio transformation and strategic focus; (2) enhanced operating performance and transparency; (3) disciplined return of capital to shareholders; and (4) continued evolution and enhancement of our corporate governance. These priorities are designed to increase our net asset value and narrow the discount at which our common shares trades relative to that value. Our progress against each priority follows.

2025 AND 2026 YEAR-TO-DATE PROGRESS AGAINST OUR STRATEGIC PRIORITIES

Portfolio Transformation and Strategic Focus

Enhanced Operating Performance and Transparency

Disciplined Return of Capital

Continued Governance Evolution

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

WHY DID I RECEIVE THIS PROXY STATEMENT?

You are receiving this Proxy Statement and the enclosed proxy card because you were a holder of our common shares as of the Record Date, and the Board is soliciting your proxy to vote your shares of our common stock on all matters scheduled to come before the Annual Meeting, whether or not you attend the Annual Meeting.

ON WHAT AM I VOTING?

Our Annual Meeting will be held for the following purposes:

Proposal No. 1 asks you to elect four directors to our Board to serve until the 2027 Annual Meeting to our Board and until their successors are duly elected and qualified, or until such director’s earlier death, resignation, or removal.

Proposal No. 2 asks you to approve, on an advisory (non-binding) basis, the compensation paid to our named executive officers as disclosed in this Proxy Statement (also known as the Say-on-Pay Proposal). The Say-on-Pay Proposal will provide us with important feedback from our shareholders about our executive compensation philosophy, objectives, and program. The Board and the Compensation Committee value the opinions of our shareholders and expect to consider the outcome of the vote when considering future executive compensation decisions and when evaluating the Company’s executive compensation program.

Proposal No. 3 asks you to ratify the selection by the audit committee of the Board (Audit Committee) of Grant Thornton as our independent registered public accounting firm for fiscal year 2026.

HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THESE PROPOSALS?

The Board recommends that you vote “FOR ALL” director nominees in Proposal No. 1 and “FOR” Proposal Nos. 2 and 3.

WHO IS ENTITLED TO VOTE?

The close of business on October 27, 2026 has been fixed as the Record Date for the determination of our shareholders entitled to notice of, and to vote at, the Annual Meeting. We have one class of voting common stock, which has one vote per share. On the Record Date, we had 39,548,388 common shares outstanding.

WHAT CONSTITUTES A QUORUM? HOW MANY SHARES MUST BE PRESENT TO CONDUCT BUSINESS AT THE ANNUAL MEETING?

A quorum is present if shareholders holding at least a majority of the voting power of the Company’s common shares are represented in person or by proxy, regardless of whether the proxy has authority to vote on any matter. If there are not sufficient shares present or

represented by proxy at the Annual Meeting to constitute a quorum, the Annual Meeting may be adjourned by a majority of the voting power represented in person or by proxy or by the person presiding at the Annual Meeting to permit further solicitation of proxies in order to achieve a quorum. Based on the number of Company common shares outstanding on October 27, 2026, the Record Date, shares representing 19,774,195 votes must be present at the Annual Meeting, virtually or by proxy, to constitute a quorum. If you vote, including by Internet or proxy card, your shares voted will be counted towards the quorum for the Annual Meeting. Abstentions and “broker non-votes,” if any, are counted as present for the purpose of determining a quorum.

HOW DO I VOTE?

You may vote using any of the following methods:

Even if you expect to attend the annual meeting virtually, please vote by proxy to assure that your shares will be represented.

WHAT IS A PROXY? WHAT SHARES ARE REPRESENTED BY A PROXY CARD?

A proxy is your legal designation of another person to vote the stock you own, with such other person being called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. Our Board has designated Ryan R. Caswell, Chief Executive Officer, and Michael L. Gravelle, Executive Vice President, General Counsel and Corporate Secretary as the Company’s proxies for the Annual Meeting.

Each proxy or voting instruction form represents the shares registered to you as of the close of business on the Record Date. You may receive more than one proxy or voting instruction form if you hold your shares in multiple accounts, some of your shares are registered directly in your name with the Company’s transfer agent, or some of your shares are held in street name through a broker, bank, or other nominee. Please vote the shares on each proxy card or voting instruction form to ensure that all of your shares are counted at the Annual Meeting.

HOW MAY I PARTICIPATE IN THE VIRTUAL ANNUAL MEETING?

At the virtual annual meeting, shareholders will be able to listen to the meeting live and vote. To be admitted to the virtual annual meeting at www.virtualshareholdermeeting.com/CNNE2026

you must enter the 16-digit control number available on your proxy card if you are a shareholder of record or included in your voting instruction card and voting instructions you received from your broker, bank or other nominee. Although you may vote online during the annual meeting, we encourage you to vote via the Internet, by telephone or by mail as outlined in the Notice of Internet Availability of Proxy Materials or on your proxy card to ensure that your shares are represented and voted. The meeting webcast will begin promptly at 10:00 a.m., Pacific Time, on December 11, 2026, and we encourage you to access the meeting prior to the start time.

WILL I BE ABLE TO ASK QUESTIONS DURING THE VIRTUAL ANNUAL MEETING?

We will provide our shareholders the opportunity to ask questions. Questions submitted during the meeting pertinent to meeting matters will be answered during the meeting, subject to time and procedural constraints. Instructions for submitting questions and making statements will be posted on the virtual meeting website at www.virtualshareholdermeeting.com/CNNE2026. This question and answer session will be conducted in accordance with certain rules of conduct that will be posted on our Annual Meeting website.

HOW CAN I REQUEST TECHNICAL ASSISTANCE DURING THE VIRTUAL ANNUAL MEETING?

A technical support line will be available on the meeting website for any questions on how to participate in the virtual annual meeting or if you encounter any difficulties accessing the virtual meeting.

HOW MANY VOTES MUST EACH PROPOSAL RECEIVE TO BE ADOPTED?

The following votes must be received:

WHAT EFFECT DO ABSTENTIONS OR WITHHOLDS HAVE?

With respect to Proposal No. 1, directions to withhold authority are not considered “votes cast” and will not be included in vote totals and will therefore not affect the outcome of the vote. With respect to Proposal Nos. 2 and 3, since these proposals require an affirmative vote of the majority of the shares represented in person or by proxy and entitled to vote at the Annual Meeting, abstentions will have the effect of a vote “against” such proposals.

WHAT IS A BROKER NON-VOTE?

If you hold your common shares in “street name” (that is, through a broker, bank or other holder of record), you are considered a “beneficial owner,” of shares held in street name. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by using the voting instruction form included in the mailing or by following their instructions for voting via the Internet or by telephone. If you are a street name holder and your shares are registered in the name of a broker, the New York Stock Exchange (the NYSE) rules applicable to brokers who have record ownership of listed Company stock determine whether your broker may vote your shares in its discretion, even if it does not receive voting instructions from you (so called discretionary voting authority).

A “broker non-vote” occurs when a broker submits a proxy on behalf of a beneficial owner for a shareholder meeting but does not vote on a particular proposal because such broker does not have discretionary voting authority with respect to that proposal and has not received voting instructions from the beneficial owner. Broker non-votes, if any, will be included in the calculation of the number of votes considered to be present for the purpose of determining a quorum.

Under the NYSE rules, the election of directors proposal and the Say-on-Pay Proposal are considered “non-routine” matters for which brokers may not exercise discretionary voting authority. In contrast, under the NYSE rules, the ratification of the selection of the independent registered public accounting firm is typically a “routine” matter as to which a broker will have discretionary authority to vote shares if they have not received voting instructions at least 10 days prior to the Annual Meeting.

We urge you to instruct your broker, bank, or other nominee how you wish your shares to be voted.

WHAT IF I SHARE A HOUSEHOLD WITH ANOTHER SHAREHOLDER?

As permitted by the Exchange Act, we may deliver a single copy of the Annual Report and this Proxy Statement to multiple record shareholders sharing an address. This is known as “householding.” If you would like a separate copy of this Proxy Statement or the Annual Report now or in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you may contact: Georgeson LLC at (877) 568-7601.

WHO PAYS THE COST OF SOLICITING PROXIES?

We are making this solicitation and will pay the cost of the solicitation of proxies, including preparing and mailing the proxy materials to shareholders of record and street name

shareholders. Following the mailing of this proxy statement, directors, officers and other employees of the Company may solicit proxies by telephone or other personal contact. Such persons will receive no additional compensation for such services. We may also solicit proxies by email from shareholders who are our employees or who previously requested to receive proxy materials electronically. Brokerage houses and other nominees, fiduciaries, and custodians who are holders of record of our common shares will be requested to forward proxy soliciting material to the beneficial owners of such shares and will be reimbursed by the Company for their charges and expenses in connection therewith at customary and reasonable rates.

The Company has retained Georgeson Inc. to assist in the solicitation of proxies for an estimated fee of $12,000 plus reimbursement of expenses.

If you choose to access the proxy materials or vote over the internet, however, you are responsible for internet access charges you may incur. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone, or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. We will request banks, brokers, nominees, custodians, and other fiduciaries who hold shares of our stock in street name, to forward these proxy solicitation materials to the beneficial owners of those shares and we will reimburse the reasonable out-of-pocket expenses they incur in doing so.

HOW WILL MY SHARES BE VOTED ON THE PROXY CARD? WILL MY SHARES BE VOTED IF I DO NOT PROVIDE VOTING INSTRUCTIONS?

The shares represented by any proxy card that is properly completed, validly executed, and received by the Company prior to or at the Annual Meeting will be voted in accordance with the specifications made on the card, whether it is returned by mail, Internet or telephone. If you hold shares as the shareholder of record and submit a validly executed proxy card without giving specific voting instructions on a proposal, then your shares will be voted in accordance with the recommendations of our Board as to that proposal. Our Board recommends that shareholders vote “FOR” the director nominees listed in Proposal No. 1; “FOR” the approval of, on an advisory basis, our executive compensation in Proposal No. 2; and “FOR” the ratification of the appointment of our independent registered public accounting firm for the year ending December 31, 2026, in Proposal No. 3; and in accordance with the discretion of the named proxies on other matters brought before the Annual Meeting.

The Board is not aware of any other matters that are likely to be brought before the Annual Meeting. If any other matter is properly presented for action at the Annual Meeting, the persons identified as having the authority to vote the proxies will vote on such matter at their own discretion.

If you do not provide your broker, bank, or other nominee specific voting instructions, such firm may not have the authority to vote your shares with respect to certain proposals. Please see “What is a broker non-vote?”for more information.

WILL MY SHARES BE VOTED IF I DO NOTHING?

If you are a shareholder of record and do not cast your vote, no votes will be cast on your behalf on any of the items of business at the Annual Meeting. If you are a beneficial holder and do not instruct your broker, bank, or other nominee how to vote your shares, your broker may not be able to vote on your behalf without instruction as to any matter that is considered non-routine under the NYSE rules. For more information, please see “What is a broker non-vote?” in this Proxy Statement.

WHAT IF I RECEIVE MORE THAN ONE PROXY CARD OR SET OF PROXY MATERIALS FROM THE COMPANY?

If your shares are held in more than one account, you will receive more than one proxy card, and in that case, you can and are urged to vote all of your shares by completing, signing, dating, and returning all proxy cards you receive from the Company in the postage-paid envelope provided. If you choose to vote via the Internet, please vote using each proxy card you receive to ensure that all of your shares are voted. Only your latest dated proxy for each account will count. Please sign each proxy card exactly as your name or names appear on the proxy card. For joint accounts, each owner should sign the proxy card. When signing as an executor, administrator, attorney, trustee, guardian, or other representative, please print your full name and title on the proxy card.

WHAT IF I SUBMIT A PROXY AND LATER CHANGE MY MIND?

If your shares are registered directly in your name, you may change your vote or revoke your proxy by:

If you are the beneficial owner of shares held through a broker, bank, or other nominee, then you must follow the specific instructions, including applicable deadlines, provided to you by your broker, bank, or other nominee to change or revoke any instructions you have already provided to your broker, bank, or other nominee. If you have obtained a voter instruction form from your broker, bank, or other nominee that holds your shares giving you the right to vote the shares, you may change your vote by attending the virtual Annual Meeting and voting electronically if you attach to your ballot a legal proxy from your broker, bank or other nominee saved as a PDF or image file.

Attendance at the Annual Meeting, in and of itself, will not constitute a revocation of a proxy.

WHAT HAPPENS IF THE ANNUAL MEETING IS ADJOURNED?

Unless a new record date is fixed, your proxy will still be valid and may be used to vote our common shares at the adjourned Annual Meeting. You will still be able to change or revoke your proxy until it is used to vote your shares.

WHO WILL COUNT THE VOTES?

The Company has retained First Coast Results, Inc. to serve as independent judge of election. In such capacity, First Coast Results, Inc. will count, tabulate and certify votes at the Annual Meeting.

WHERE CAN I FIND THE RESULTS OF THE VOTING?

We intend to announce preliminary voting results at the Annual Meeting and will publish final results through a Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting.

WHAT IF I HAVE SHARES REGISTERED IN MY NAME AND ALSO HAVE SHARES IN A BROKERAGE ACCOUNT?

Shares that you hold in street name are not included in the total number of shares set forth on your proxy card. Your broker, bank, or other nominee will send you instructions on how to vote those shares.

DO I HAVE ANY DISSENTERS’ OR APPRAISAL RIGHTS WITH RESPECT TO ANY OF THE MATTERS TO BE VOTED ON AT THE ANNUAL MEETINGS?

No, shareholders do not have any dissenter’s or appraisal rights with respect to the matters to be voted on at the Annual Meeting.

HOW DO I OBTAIN A PAPER OR ELECTRONIC COPY OF THE PROXY MATERIALS?

A copy of our proxy materials, as filed with the SEC, is available, without charge, by mailing a request to Cannae Holdings, Inc. at 1701 Village Center Circle, Las Vegas, Nevada 89134, Attention: Investor Relations or by e-mailing a request to Investor Relations at [email protected].

The proxy materials are also posted free of charge on our website at https://www.cannaeholdings.com/financial-information/sec-filings and are available from the SEC free of charge at its website, www.sec.gov.

CORPORATE GOVERNANCE HIGHLIGHTS

Our Board has adopted governance practices which promote the long-term interests of our shareholders and support accountability of our Board and management. Our Board has implemented the following measures to improve our overall governance practices. See “Corporate Governance and Related Matters” below for more detail on our governance practices.

SHAREHOLDER ENGAGEMENT

We are committed to hearing and responding to the views of our shareholders on various matters. We regularly engage with our shareholders and hold meetings with our investors who express an interest in engaging with us where we discuss a variety of topics. We report on and discuss our investor meetings, and key topics from the meetings, with our Board or Board committees, as applicable.

Over the past couple of years, we engaged with numerous shareholders, including 8 of the top 10 third-party holders representing nearly 60% of shares held by shareholders other than executives and directors at year-end 2025. We took various actions in 2025 and 2026 in response to such engagement, including the changes related to our strategic priorities, capital returns to shareholders, and governance changes noted above in the “Business Highlights” section. Our Board listens to and values the diverse views and input of our shareholders and considers all shareholder feedback as a regular part of Board discussions. Our Board evaluates all feedback from our shareholders in light of our strategic direction, then acts on any feedback that our Board believes will create shareholder value, enhance our governance practices, or otherwise result in corporate changes that benefit all shareholders.

CERTAIN INFORMATION ABOUT OUR DIRECTORS

DIRECTOR CRITERIA, QUALIFICATIONS AND EXPERIENCE AND PROCESS FOR SELECTING DIRECTORS

Our Board and management are focused on executing our long-term strategy of continuing our activities with respect to our various businesses to achieve superior financial performance to maximize the value of those assets and shareholder returns.

Our Board and the Corporate Governance and Nominating Committee are committed to include the best available candidates for nomination for election to our Board based on merit. Our Board and our Corporate Governance and Nominating Committee will continuously evaluate our Board’s composition with the goal of developing a Board that meets our strategic goals, and one that includes diverse, experienced and highly qualified individuals.

The Corporate Governance and Nominating Committee does not set specific, minimum qualifications that nominees must meet in order for the committee to recommend them for election to the Board, but rather believes that each nominee should be evaluated based on his or her individual merits, taking into account our needs and the overall composition of the Board. In accordance with our Corporate Governance Guidelines, the Corporate Governance and Nominating Committee considers, among other things, the following criteria in fulfilling its duty to recommend nominees for election as directors:

Each year in connection with the nomination of candidates for election to the Board, the Corporate Governance and Nominating Committee evaluates the background of each candidate, including candidates who may be submitted by shareholders.

BOARD COMPOSITION, TENURE AND RECENT REFRESHMENT

We believe that the current composition of our Board will serve us well and that our current directors possess a strong mix of relevant experience, skills and qualifications that will result in a well-functioning board that effectively oversees our long-term strategy. Our Board, which is composed of directors who have a strong understanding of our business, operational and strategic goals, as well as the risks we face, will be crucial to our ability to effectively execute on our long-term strategy.

Since becoming a public company in 2017, we have refreshed our Board and added individuals with diversity of skills and expertise to oversee our long-term strategy. In June 2025, William T. Royan and Woodrow Tyler were appointed as directors and in December 2025, Mona Aboelnaga Kanaan and Chérie L. Schaible were elected by the shareholders at the annual meeting. All of these individuals further strengthen the Board with their extensive investment management and corporate governance experience.

The Company’s average director tenure of approximately five years is within the typical range.

Of our 12 directors, two are women and three identify as having diverse backgrounds.

The Corporate Governance and Nominating Committee considers qualified candidates suggested by current directors, management and our shareholders in a substantially similar manner. Shareholders can suggest qualified candidates for director to the Corporate Governance and Nominating Committee by writing to our Corporate Secretary at 1701 Village Center Circle, Las Vegas, Nevada 89134. The submission must provide the information required by, and otherwise comply with the procedures set forth in our bylaws (as amended from time to time, our Bylaws). Our Bylaws require that the nomination notice be submitted by a prescribed time in advance of the meeting. See “Shareholder Proposals and Nominations” below.

GOVERNANCE AND BOARD STRUCTURE

Our Board has adopted good governance practices, which promote the long-term interests of our shareholders and support accountability of our Board and management. See “Corporate Governance Highlights” above for measures implemented by our Board to improve our overall governance practices.

In May 2025 we announced our intention to declassify our Board which was approved by shareholders at our 2025 annual meeting. We are implementing annual elections of directors using a phased-in approach beginning with the class standing for election at the 2026 Annual Meeting and expect that our Board will be fully declassified commencing with our 2028 annual meeting.

INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

The following tables list the skills and experience that we consider most important for our continuing directors in light of our current business and structure. In addition, biographical information for our nominees proposed for election at the annual meeting as nominees for directors of the Company (formerly Class III directors), as well as our continuing Class I and Class II directors, including each directors’ relevant experience, qualifications and skills, are included below.

CERTAIN INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The executive officers of the Company as of the date of this proxy statement are set forth in the table below, together with biographical information.

Ryan R. Caswell has served as our Chief Executive Officer since May 2025, and as our President from February 2023 to May 2025. He previously served as Senior Vice President of Corporate Finance from September 2020 to February 2023. Mr. Caswell previously served as Senior Vice President of Corporate Finance of Austerlitz Acquisition Corporation I (AUS; formerly NYSE: AUS) and Austerlitz Acquisition Corporation II (ASZ; formerly NYSE: ASZ) from January 2021 through December 2022. Mr. Caswell also serves, or has previously served, on the boards of Cannae investments including AmeriLife, Black Knight Football entities, CorroHealth, JANA Partners, System1, TripleTree Holdings, Exeter Rugby Group, and Watkins, among others. Prior to joining Cannae, Mr. Caswell was a Managing Director at BofA Securities, Inc. where he worked from 2008 to 2020.

Brett A. Correia has served as our interim Chief Financial Officer since June 2026 and previously served as our Chief Accounting Officer from August 2019 to June 2026. Mr. Correia served as a Board member of Watkins from October 2024 through June 2026. Mr. Correia has over 15 years of relevant accounting and finance experience across a variety of industries. Previously, Mr. Correia was Chief Financial Officer of Foley Family Wines & Spirits and Minden Mill Distilling from November 2024 through June 2026. Prior to joining Cannae, Mr. Correia was in accounting and financial reporting roles with Fidelity National Financial, Inc. (FNF) from March 2015 through August 2019 and an auditor with Deloitte from October 2010 through March 2015.

Peter T. Sadowski has served as Executive Vice President, Chief Legal Officer of Cannae since April 2017. Mr. Sadowski has also served as Executive Vice President and Chief Legal Officer of FNF since 2008 and served as Executive Vice President and General Counsel of FNF from 1999 until 2008. Mr. Sadowski is a Trustee of the Folded Flag Foundation, the Vegas Golden Knights Foundation and the Vegas Silver Knights Foundation.

Michael L. Gravelle. Mr. Gravelle has served as the Executive Vice President, General Counsel and Corporate Secretary of Cannae since April 2017. He has served as Executive Vice President and General Counsel of FNF since January 2010 and as Corporate Secretary of FNF since April 2008. Mr. Gravelle joined FNF in 2003, serving as a Senior Vice President. Mr. Gravelle joined a subsidiary of FNF in 1993. Mr. Gravelle has served as Executive Vice President, General Counsel and Corporate Secretary of F&G since May 2024 and General Counsel and Corporate Secretary of Jena Acquisition Corporation II since March 2025.

Mr. Gravelle previously served as Executive Vice President and General Counsel of Black Knight, Inc. (Black Knight) and its predecessors from January 2014 until December 2023, where he also served as Corporate Secretary from January 2014 until May 2018. He previously served as General Counsel and Corporate Secretary of AUS and ASZ from January 2021 through December 2022, of FTAC II from July 2020 through March 2021 and of FTAC from March 2020 to July 2021.

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

The Articles of Incorporation and the Bylaws of the Company provide that our Board shall consist of at least one and no more than twelve (12) directors. Our Board currently consists of twelve (12) directors. The Board determines the number of directors within these limits.

At the 2025 Annual Meeting, the Company’s shareholders approved the amendment of the Company’s Articles of Incorporation to declassify the Board of Directors (the Declassification). The Declassification will eliminate the classification of the Board of Directors over a three-year period starting in 2026 and result in the annual election of all directors beginning at our 2028 annual meeting of shareholders. At the 2026 Annual Meeting, the Class III directors whose terms are expiring will be elected to serve a one-year term. At the 2027 annual meeting of shareholders, the Class I directors whose terms expire at such time, as well as the former Class III directors, will be elected to serve a one-year term. At the 2028 annual meeting of shareholders and each annual meeting thereafter, all directors will be elected annually.

AT THIS ANNUAL MEETING, THE PERSONS LISTED BELOW HAVE BEEN NOMINATED TO STAND FOR ELECTION TO THE BOARD FOR A ONE-YEAR TERM EXPIRING IN 2027.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE LISTED NOMINEES.

COMPENSATION DISCUSSION AND ANALYSIS AND EXECUTIVE AND DIRECTOR COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion and analysis of compensation programs should be read with the compensation tables and related disclosures that follow. This discussion contains forward-looking statements that are based on our current plans and expectations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from the programs summarized in this discussion. The following discussion may also contain statements regarding corporate performance targets and goals. These targets and goals are disclosed in the limited context of our compensation programs and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

OVERVIEW

In this compensation discussion and analysis, we provide an overview of our named executive officers’ (Named Executive Officer or NEO) compensation for fiscal year 2025.

In 2025, our named executive officers were:

On May 12, 2025, the Board appointed Ryan Caswell to serve as Chief Executive Officer replacing William P. Foley, II, who transitioned to Cannae’s Vice Chairman of the Board.

On June 10, 2026, Bryan D. Coy resigned from his position as Executive Vice President and Chief Financial Officer of Cannae. Also on June 10, 2026, the Board appointed Brett A. Correia to serve as interim Chief Financial Officer of the Company. In this role, Mr. Correia will serve as the Company’s principal financial and accounting officer.

EXTERNAL MANAGEMENT TRANSITION

Cannae is no longer externally managed.

On February 27, 2024, we announced an agreement to wind down Cannae’s Management Services Agreement, which originally became effective September 1, 2019, by and among Cannae, Cannae LLC and Trasimene Capital Management, LLC (Trasimene or the Manager) in connection with Mr. Foley’s transition to being Chief Executive Officer of Cannae and on May 12, 2025, the Management Services Agreement was terminated in its entirety. Mr. Foley was our only named executive officer who was a member of the Manager in 2025.

Effective July 2, 2024, the Management Services Agreement was amended and restated (the Terminal MSA), principally to provide for the termination of the Management Services Agreement effective June 30, 2027 (the Termination Date) and the below described roll-off new management fee and termination fee. Under the Terminal MSA, the Manager will receive $7.6 million for each of the following three years (the New Management Fee), which amount is a significant reduction from the $37 million paid for management fees in the trailing twelve months ended June 30, 2024. The Terminal MSA also provided for a $20 million termination fee payable in installments over three years (the Termination Fee), which amount and payment timing are also a significant reduction from the maximum $40 million termination fee under the prior Management Services Agreement.

On May 12, 2025, the Company, Cannae LLC and the Manager entered into the Management Services Agreement Termination Agreement, which terminated the Management Services Agreement in its entirety as of that date without any further obligations or liabilities other than certain obligations relating to the continuing indemnification and limitation on liability and the remaining obligations of the Company and/or Cannae LLC, as applicable, to pay the Manager the New Management Fee and Termination Fee due under the Terminal MSA.

As of September 30, 2026, no further New Management Fees are due and owing. The last installment of fees was paid on July 1, 2026, after which no further roll-off payments under the Management Services Agreement will be made.

REDUCED CORPORATE OPERATING EXPENSES

In connection with our ongoing review of operating costs, we reduced corporate operating expenses in 2025. Excluding $5.4 million of one-time costs related to the contested solicitation in 2025, Cannae reduced corporate other operating expenses (excluding Restaurant Group) by $6.8 million, or 10.2%, in 2025, compared to 2024. Corporate operating expenses have continued to decrease in 2026 compared to 2025. Corporate holding company expenses were $17.8 million and $74.9 million in the six months ended June 30, 2026 and 2025, respectively. The decrease of $57.1 million, or 76.2%, in 2026 was driven by a decrease in personnel costs, including in executive compensation in 2026, and the elimination of management fees and reflects our Board and management’s focus on cost reduction.

SIGNIFICANT GOVERNANCE IMPROVEMENTS

We have taken significant actions to improve our corporate governance profile. In May 2025, William P. Foley transitioned from his roles as Chief Executive Officer, Chief Investment Officer and Chairman of the Board to serve as the Board’s non-executive Vice Chairman. At that time, Douglas K. Ammerman was appointed as independent Chairman of the Board and Ryan R. Caswell, the Company’s President, began serving as the Company’s Chief Executive Officer. In addition, our board of directors was refreshed with the addition of four new independent directors: Mona Aboelnaga Kanaan, William T. Royan, Chérie L. Schaible and Woodrow Tyler. As part of the refreshment, we evaluated the membership of our board committees and made changes to add new voices to the important discussions that take place within our committees. Ms. Aboelnaga Kanaan joined the audit committee; Ms. Schaible and Mr. Tyler joined the related person transaction committee; Mr. Holland and Mr. Royan joined the compensation committee; and Mr. Royan joined the corporate governance and nominating committee.

At our 2025 Annual Meeting of Shareholders, our shareholders approved a proposal to amend our Articles of Incorporation to declassify our board of directors over a three-year phase in period beginning with our 2026 Annual Meeting. As a result, all of our directors will be elected annually at our 2028 Annual Meeting (the Declassification).

In 2026, our Board adopted revisions to the Related Person Transaction Policy that further strengthen the review and approval of related person transactions.

The Board remains committed to continuous evaluation and enhancement of our governance policies and procedures consistent with best practices.

EXECUTIVE SUMMARY

BUSINESS AND FINANCIAL HIGHLIGHTS

We are a diversified holding company that offers shareholders a unique opportunity to generate returns through owning a portfolio of operating businesses. Cannae is transitioning its portfolio to focus on sports and entertainment-related assets, with the goal of building a more concentrated and synergistic portfolio to generate long-term investment returns and stock price appreciation for our shareholders. We believe our permanent capital base, long-term ownership and active involvement in the management and operations of our companies help maximize the value of those businesses for our shareholders.

Our Board and management team have a proven track record of identifying, operating and monetizing businesses to drive returns. We historically targeted a broad range of industries to find businesses with compelling cases for growth in value and/or strong cash flow characteristics, where we could leverage our access to unique, proprietary investment opportunities, and acquire control and/or governance rights, and then work actively with portfolio company management to optimize performance. Our results have been strongest where we hold meaningful ownership positions in private companies and actively partner with management. Our permanent capital structure and long-term investment horizon allows us to hold investments without preset time constraints and to monetize them when we believe doing so will maximize returns for our shareholders. Since our founding as a tracking stock of FNF in 2014 through September 30, 2026, this approach has generated approximately $2.9 billion in realized value for Cannae, or a 1.7x multiple on invested capital.

Beginning in 2024 and through the third quarter of 2025, our Board and management team began executing a strategic transformation of Cannae with four primary objectives. The first was a transformation of our portfolio to focus on proprietary investments that are both otherwise inaccessible to most public market investors and where we can take a significant position and partner with management. The second was to reduce operating costs and complexity while further aligning management with shareholders. The third was to return a significant amount of capital to shareholders through share repurchases and quarterly dividends. The fourth was to restructure our leadership while retaining and adding key Board members to oversee execution.

We made substantial progress on each of these objectives in 2024.

We sold approximately $472 million of shares in our public portfolio companies, invested $195 million in proprietary private investments and returned $252 million of capital to

shareholders. Capital returns to shareholders included both a $222 million Dutch tender offer, and in May 2024 we initiated a quarterly cash dividend of $0.12 per share, resulting in $22 million in dividends to shareholders in 2024.

We also restructured our Management Services Agreement with Trasimene in February 2024 to provide for a phased termination of our prior external management structure. This reduced annual management fees from $37.7 million in 2023 to $7.6 million annually beginning in July 2024 and the termination fee from $40 million to $20 million. In 2025 we accelerated the termination of the external management structure, and it has now been completely eliminated. In conjunction with the transition from external to internal management, we also shifted the majority of the compensation for our key executives from cash to restricted stock, tying management’s rewards directly to the long-term value we create for shareholders. In 2024, we also added Doug Ammerman to our Board as a new, independent director.

Further to the initiatives we began in 2024, in May 2025 we transitioned our management team with a new chief executive officer and independent chairman of the Board, and in November 2025 our Board directed management to accelerate the transformation of our portfolio to concentrate primarily on sports and entertainment-related assets, where Cannae has demonstrated a differentiated competitive advantage. Our Board and management believe these assets have strong macroeconomic tailwinds and unique characteristics that support long term value creation. Cannae has proven experience operating these assets, and proprietary access to investment opportunities in the sector, which will allow us to build a more focused, efficient portfolio of synergistic assets.

In February 2026, our Board built on these 2024 initiatives and established a new set of strategic priorities designed to provide greater clarity and drive sustained long-term value creation based on four tenets: (1) portfolio transformation and strategic focus; (2) enhanced operating performance and transparency; (3) disciplined return of capital to shareholders; and (4) continued evolution and enhancement of our corporate governance. These priorities are designed to increase our net asset value and narrow the discount at which our common shares trades relative to that value. Our progress against each priority follows.

2025 AND 2026 YEAR-TO-DATE PROGRESS AGAINST OUR STRATEGIC PRIORITIES

Portfolio Transformation and Strategic Focus

Enhanced Operating Performance and Transparency

Disciplined Return of Capital

Continued Governance Evolution

Historical Value Creation

By implementing our approach of generating shareholder value through our active involvement with our acquired companies, our executive management team has created approximately $2.9 billion in realized value for Cannae and its predecessor’s shareholders through September 30, 2026, as summarized in the following table (in order of the earliest event).

The following is a summary of the significant 2025 and 2026 monetization events.

Watkins. On July 30, 2026, Cannae completed the sale of its 49.3% ownership interest in Watkins to KDSA Investment Partners for $90.0 million in cash proceeds.

Dun & Bradstreet. On March 24, 2025, DNB entered into a definitive agreement to be acquired by Clearlake Capital Group, L.P. (the DNB Sale). Under the terms of the agreement, DNB shareholders received $9.15 in cash for each share of common stock they own upon closing of the DNB Sale. During the year ended December 31, 2025, we sold 10.0 million shares of common stock of DNB, and Cannae received proceeds of $89.5 million. On August 26, 2025, the DNB Sale closed, and Cannae completed the disposition of its remaining ownership interests in Dun & Bradstreet for aggregate proceeds of $540.3 million in cash in exchange for our remaining 59,048,691 shares of common stock. As of December 31, 2025, Cannae no longer has any ownership interest in Dun & Bradstreet. Subsequent to the announcement of the DNB Sale through September 30, 2026, we have returned to shareholders $408.9 million through share repurchases and $49.6 million through quarterly cash dividends and the paid off $141.0 million of Cannae corporate debt.

OUR COMPENSATION PROGRAMS ARE DRIVEN BY OUR BUSINESS OBJECTIVES

Our Compensation Committee believes in a pay-for-performance compensation model that aligns our executives’ compensation to shareholder value and rewards our executives for value returned to shareholders. Our Compensation Committee believes this approach incentivizes management to continue to seek to identify companies and strategic assets with attractive value propositions and structures and to operate businesses to maximize their value.

For 2025, our executive compensation approach was designed with the following goals:

The Compensation Committee believes that our compensation programs are structured to foster these goals. Our Compensation Committee takes great care to design and refine an executive compensation program that recognizes its stewardship responsibility to our shareholders while ensuring that our talent supports a culture of growth, innovation and performance without taking undue risk. We believe it is important to deliver strong results for our shareholders, and we believe our practice of linking compensation with corporate performance will help us to accomplish that goal.

COMPENSATION BEST PRACTICES

We take a proactive approach to compensation governance. Our Compensation Committee regularly reviews our compensation programs and makes adjustments that are believed to be in the best interests of our company and our shareholders. As part of this process, we review compensation trends and consider current best practices, and have designed our compensation programs, all with the goal of continually improving our approach to executive compensation.

Things we do:

		Retain an independent compensation consultant that reports solely to our Compensation Committee and does not provide our Compensation Committee services other than executive compensation consulting.
		Maintain robust stock ownership requirements.
		Maintain a clawback policy for incentive-based compensation, in compliance with NYSE listing standards.
		Require that any dividends or dividend equivalents on equity awards are subject to the same underlying vesting requirements applicable to the awards – that is, no payment of dividends or dividend equivalents are made unless and until the award vests
		Undertake an annual review of compensation risk.
		Limit perquisites.
		Have transparent executive compensation disclosures in our annual proxy statements.
		A policy that annual grants of restricted stock will utilize a vesting schedule of not less than three years.

Things we do not do:

		No hedging and pledging transactions by our employees, executives or directors as applicable involving our securities without approval by the board.
		No tax gross ups or reimbursement of taxes.
		No supermajority voting provisions in our Articles of Incorporation.
		No modified single-trigger severance arrangements for our executives – which provide severance upon a voluntary termination of employment following a change in control.

2025 SHAREHOLDER ENGAGEMENT AND CHANGES TO OUR EXECUTIVE COMPENSATION PROGRAM

At our 2025 annual meeting of shareholders held in December 2025, we held a non-binding advisory vote, also called the Say-on-Pay Vote, on the compensation of our named executive officers as disclosed in the 2025 proxy statement. In connection with our 2025 Annual Meeting, Carronade Capital launched a campaign to elect four director nominees. At our 2025 Annual Meeting, two Carronade Capital nominees were elected. Our shareholders rejected our Say-on-Pay Proposal, with 51.8% of the votes cast against the proposal. In each of the previous three years, shareholder support for the Say-On-Pay Proposal exceeded 85%.

We regularly engage with our top shareholders to discuss various topics including corporate governance, investment strategy, capital allocation, and executive compensation. We also review written comments from proxy advisory firms, advice from our independent compensation consultant and other consultants, and consider market practices at peer companies. We are committed to hearing and responding to the views of our shareholders. We report on and discuss our investor meetings with our Board or Board committees, as applicable.

During 2025, in connection with our regular engagement program, as well as the proxy contest, our Board and management engaged with numerous shareholders, including 8 of the top 10 third-party holders representing nearly 60% of shares outstanding held by outsiders at year-end, on various actions we took in 2025.

The primary concern expressed by our shareholders regarding our pay practices was related to the overall quantum of compensation received by our executives. Based on this feedback from our shareholders and the results of the 2025 Say-on-Pay Vote, we made changes to our compensation programs in 2026, primarily in the form of reductions in overall pay, as described in more detail below. In addition, following shareholder feedback received prior to the 2025 Say-on-Pay Vote, the Cannae Board previously:

Our Board values the input of our shareholders and considers our shareholders’ feedback as a regular part of board discussions. Cannae has engaged, and plans to continue to engage, with our shareholders to better understand our shareholders’ perspectives related to our executive compensation program.

Changes to our 2025 and 2026 Compensation Program

In 2025, Cannae updated its executive compensation program to more closely align with the practices of other public companies and adopted a traditional base salary, discretionary annual cash bonus and long-term time-based equity model. As part of this alignment, we reduced the total compensation of our continuing NEOs (which excludes Mr. Foley) by 31% in 2025 compared to 2024. Total compensation for Mr. Foley, our Vice Chairman and former Chief Executive Officer through May 12, 2025, was reduced 46% in 2025 compared to 2024. Mr. Foley’s 2025 compensation reflects primarily one-time payments made based on his employment agreement in connection with his transition to a non-executive role as Vice Chairman of the Board as described in detail below. We expect total compensation for our continuing executive officers to decrease again in 2026 compared to 2025, and that we will see the run-off of multiple one-time expenses associated with Mr. Foley’s transition to non-executive Vice-Chairman, the termination process of the Management Services Agreement, and termination of our Investment Success Incentive Program (ISIP), as detailed below.

Total 2025 compensation of our named executive officers, including Mr. Foley, during the period of 2025 when he served as Cannae’s Chief Executive Officer and the subsequent period where he has served as Vice Chairman of the Board, decreased by $21.9 million, or 46%, in 2025 from 2024. This decrease was driven by (i) the change in mix of Mr. Foley’s compensation related to the transition from our external management structure in 2024 and contractual payments under his employment agreement made upon his transition from CEO to non-executive Vice Chairman of the Board in 2025, (ii) a decrease in the value of annual long-term equity incentive awards granted to Messrs. Caswell, Coy and Sadowski in 2025, and (iii) the termination of our ISIP in 2024 resulting in no payments made to Messrs. Foley and Gravelle under the ISIP in 2025.

Total 2025 compensation of our executive officers, excluding Mr. Foley, decreased by $3.9 million, or 31%, in 2025 from 2024, attributable to (i) a decrease in the value of the long-term equity incentive awards made to Messrs. Caswell, Coy and Sadowski as compared to 2024, (ii) no Watkins profits interest units granted to Mr. Caswell in 2025, and (iii) no ISIP bonus paid to Mr. Gravelle in 2025 due to termination of the ISIP in 2024.

While we believe the reductions in compensation in 2025 were significant and responsive to shareholder feedback, including the 2025 Say-on-Pay vote, we further reduced compensation in 2026.

We expect total compensation for our named executive officers to decrease in 2026 compared to 2025 primarily due to lower long-term equity awards granted during 2026. In the first quarter of 2026, we granted restricted stock awards and restricted stock units with an aggregate grant date fair value of $2.5 million to our continuing named executive officers (other than Mr. Foley), which represents a $2.8 million, or 53%, reduction from the value of the grants awarded in 2025. We do not expect to make further grants of equity to our named executive officers in 2026 and we expect total compensation of our named executive officers to decrease overall in 2026.

Other Changes to our Compensation Program

In addition to the modest reductions we made to our executives’ compensation described above, we have made the following changes to our executive compensation program, in part, in response to our 2024 and 2025 shareholder engagement programs as well as our previous engagement efforts.

Termination of External Manager. We are no longer externally managed. On May 12, 2025, the Management Services Agreement was terminated in its entirety as further described below.

Transition Payments to Mr. Foley. As described further below, prior to the 2025 Say-on-Pay Vote and in connection with the transition on May 12, 2025 of Mr. Foley to Vice Chair and based on the terms in the Foley Employment Agreement, Mr. Foley received a one-time lump-sum payment of $3.0 million, representing an amount equal to 300% of Mr. Foley’s annual base salary, a lump-sum payment of $14.2 million, representing an amount equal to 300% of the highest annual bonus paid to Mr. Foley in the preceding three years, and all of Mr. Foley’s outstanding but unvested equity awards were accelerated. These payments were made because, upon Mr. Foley’s transition to a Vice Chair role, he became eligible to terminate his employment for good reason and receive severance benefits under his existing employment agreement. Considering the desire to retain Mr. Foley as Vice Chair, the Compensation Committee determined that the Company should make payments to Mr. Foley in connection with the transition to Vice Chair that would give him the same economic benefits as those he would have received had he terminated his employment with the Company for good reason.

As part of this transition, Mr. Foley (a) gave up his right to terminate his employment at Cannae in the event that a director is elected to the Cannae Board without his consent, (b) will be primarily focused on Cannae’s sports and entertainment and spirits businesses, including Black Knight Football Club and Minden Mill, (c) entered into a new Directors Services Agreement through Cannae’s 2027 annual shareholders meeting, and (d) agreed to not sell any of his shares in Cannae until at least January 2026 in exchange for a put right on his shares where he could sell half of his Cannae shares back to the Company at certain defined prices after January 2026. Mr. Foley has not sold any of his shares in Cannae through the filing date of this proxy statement.

Termination of ISIP. Beginning in September 2019, we limited our previous ISIP to only Dayforce. In 2024, we sold our remaining holdings of Dayforce, made our final payments under the ISIP, and terminated the ISIP program.

Discretionary Bonus Program. In 2024, we replaced the ISIP with a discretionary bonus program. In light of our business model, and the unpredictable and often extended periods over which we hold our businesses, our Compensation Committee believes that traditional annual cash incentives tied to financial performance metrics would not provide the incentives needed to achieve our business objectives and maximize returns to our shareholders. We utilize short-term bonuses as part of our executive compensation program in order to provide competitive total compensation to our executives that is in line with our competitors. Short-term bonuses are generally a small percentage of our named executive officers’ total compensation. In determining the bonuses paid to our executives, our Compensation Committee considers our progress in executing on actions to increase shareholder value, strategically deploy our capital and generate operating cost savings. We made considerable progress toward these goals in 2025, as discussed above under “Business and Financial Highlights.”

While we continue to refine our programs to further align them with the interests of our shareholders, the Compensation Committee believes that the Company’s executive compensation programs are designed to be appropriately aligned with our results, appropriately align pay and performance and enable the Company to attract and retain talented executives within our industry.

OVERVIEW OF OUR COMPENSATION PROGRAMS

PRINCIPAL COMPONENTS OF COMPENSATION

We link a significant portion of our named executive officer’s total compensation to the performance of our investments and our common shares. The following chart illustrates the principal elements of the named executive officer compensation program paid by Cannae in 2025:

Our Compensation Committee determines our executives’ compensation after considering each named executive officer’s level of responsibility, the individual skills, experience and potential contribution of each executive, the ability of each executive to impact company-wide performance and create long-term value, and market compensation.

ALLOCATION OF TOTAL COMPENSATION FOR 2025

The following table shows the average allocation of 2025 total compensation reported in the Summary Compensation Table paid by Cannae among the components of our compensation programs for Messrs. Caswell, Sadowski, Coy, Gravelle and Foley:

Our compensation committee believes a significant portion of an executive officer’s compensation should be allocated to compensation that effectively aligns the interests of our executives with the long-term interests of our shareholders. Accordingly, the committee has allocated a majority of the compensation of our named executive officers to long-term restricted stock awards tied to the value of the common shares of the Company.

ROLE OF OUR MANAGER IN 2025

As discussed above, in 2025, only Mr. Foley was a member and equity holder of the Manager and had an interest in the fees paid to the Manager and received cash distributions from our Manager periodically. None of our other named executive officers were members of the Manager in 2025 and none received distributions from our Manager.

Our Manager is not obligated to pay or allocate any portion of the Management Fee or Termination Fee to Mr. Foley for his services to Cannae or otherwise. The amount of distributions by the Manager to Mr. Foley is derived by the Manager and is not within our control. See “External Management Transition” above for further details about the termination of the Management Services Agreement and related termination fees.

Compensation Information from Our Manager; Fixed and Variable Compensation. Our Manager has provided us with certain information to help to put into context the amounts paid or distributed to Mr. Foley in 2025 by our Manager in relation to the Management Fee and the Termination Fee.

Our Manager estimates the total amount paid or distributed by our Manager to Mr. Foley that was reasonably associated with his support of Cannae was $10.4 million in the year ended December 31, 2025. Such amounts represented 38.5% of the aggregate of the Management Fees and Termination Fee earned by our Manager in 2025 and a 68% decrease from the amount paid to executive officers in 2024. Of the total compensation paid to Mr. Foley by our Manager in 2025 that was reasonably associated with his support of Cannae, 100% was considered variable pay from the Manager associated with performance of Mr. Foley.

COMPENSATION AS COMPANY DESIGNEES TO PORTFOLIO COMPANIES

From time to time our executive officers receive compensation from our portfolio companies in their roles as the Company’s designees to the board of directors or other governing body of the portfolio company. In December 2024, Messrs. Foley and Caswell received a one-time award of 249,050 and 101,280 profits interest units, respectively, of Watkins for their roles as Cannae designees to its’ Board of Managers, which had a grant date fair value of $1,329,927 and $540,835, respectively. The profits interest awards were not subject to any vesting conditions. The grant date fair value of $5.34 per unit was calculated in accordance with ASC 718. The amount of the profits interests award was determined by the Watkins’ Board of Managers and the awards only have economic value if the value of Watkins increases after the date of grant. See the narrative following the “Summary Compensation Table” below.

In September 2026, Messrs. Foley and Caswell’s awards were redeemed by Watkins for $155,151 and $63,094, respectively, in conjunction with Cannae’s sale of its interest in Watkins.

In August 2026, the Board implemented a policy requiring that all new Cannae designated portfolio company directors and employees will waive any fees associated such future appointments or allocate the fees to Cannae.

EMPLOYMENT AGREEMENTS AND POST-TERMINATION COMPENSATION AND BENEFITS

We have entered into employment agreements with certain of our executive officers. These agreements provide us and the executives with certain rights and obligations during and following a termination of employment, and in some instances, following a change in control.

We believe these agreements are necessary to protect our legitimate business interests, as well as to protect the executives in the event of certain termination events. For a discussion of the material terms of the agreements, see the narrative following “Grants of Plan-Based Awards, Potential Payments Upon Termination or Change in Control and Employment Agreements” below.

ROLE OF COMPENSATION COMMITTEE, COMPENSATION CONSULTANT AND EXECUTIVE OFFICERS

Our compensation committee is responsible for reviewing, approving and monitoring all compensation programs for our named executive officers. Our compensation committee is also responsible for administering our omnibus incentive plan and approving individual grants and awards under those plans for our executive officers.

Our compensation committee engages Mercer, an independent compensation consultant, to conduct a review of our compensation programs for our named executive officers and other key executives and our board. Mercer is selected, and its fees and terms of engagement are approved, by our compensation committee. Mercer reports directly to the compensation committee, receives compensation only for services related to executive compensation issues and neither it nor any affiliated company provides any other services to us. The compensation committee reviewed the independence of Mercer in accordance with the rules of the NYSE

regarding the independence of consultants to the compensation committee and affirmed Mercer’s independence and that no conflicts of interest existed. Mercer also assists our compensation committee in its annual review of a compensation risk assessment.

The Chairman of our compensation committee and our Chief Executive Officer participated in the 2025 executive compensation process by making recommendations with respect to our named executive officers’ base salaries, and equity-based incentive compensation awards. In addition, Mr. Gravelle, our Executive Vice President, General Counsel and Corporate Secretary, coordinated with our compensation committee members and Mercer in preparing the committee’s meeting agendas and, at the direction of the committee, assisted Mercer in gathering our financial information and information on our executives’ existing compensation arrangements for inclusion in Mercer’s reports to our compensation committee. Our executive officers, including our Chief Executive Officer, do not make recommendations to our compensation committee with respect to their own compensation.

While our compensation committee carefully considers the information provided by, and the recommendations of Mercer and the individuals who participate in the compensation process, our compensation committee retains complete discretion to accept, reject or modify any compensation recommendations.

ESTABLISHING EXECUTIVE COMPENSATION LEVELS

We operate in a highly competitive industry and compete with our peers and in other talent markets to attract and retain highly skilled executives within that industry. To attract and retain talented executives with the leadership abilities and skills necessary for building long-term value, motivate our executives to perform at a high level and reward outstanding achievement, our executives’ compensation levels are set at levels that our compensation committee believes to be competitive in our market.

Our compensation committee considered a number of important qualitative and quantitative factors in setting executive compensation including:

Our compensation decisions are not formulaic, and the members of our compensation committee did not assign precise weights to the factors listed above. Our compensation committee utilized their individual and collective business judgment to review, assess and approve compensation for our named executive officers.

To assist our compensation committee, Mercer conducts marketplace reviews of the compensation we pay to our executive officers. It gathers marketplace compensation data on total compensation, which consists of annual salary, annual incentives, long-term incentives, pay mix and other key statistics. The marketplace review is also instructive to our use of an external manager. The marketplace compensation data provides a point of reference for our compensation committee, but our compensation committee ultimately makes subjective compensation decisions based on all of the factors described above.

For 2025, Mercer assessed companies of similar size and industry focus to Cannae. The peer group consisting of similarly structured companies was based on a total asset range of 0.6 to 4.3 times the total assets for Cannae (which at the time was estimated to be approximately $1.3 billion).

Data disclosed by those peer companies is helpful to the compensation committee when reviewing our executive compensation. The 2025 Cannae peer groups consisted of:

The marketplace compensation information in this discussion is not deemed filed or a part of this compensation discussion and analysis for certification purposes.

OUR NAMED EXECUTIVE OFFICERS HAVE SIGNIFICANT OWNERSHIP STAKES

Our named executive officers and our Board maintain significant long-term investments in our company. Collectively, as reported in the table Security Ownership of Management and Directors, they beneficially own an aggregate of 6,598,620 common shares, which in total is equal to 16.7% of our outstanding shares as of October 27, 2026, entitled to vote. The fact that our executives and directors hold such a large investment in our shares is part of our company culture and our director compensation philosophy. Management’s sizable investment in our shares aligns their economic interests directly with the interests of our shareholders, and their wealth will rise and fall as our share price rises and falls. This promotes teamwork among our management team and strengthens the team’s focus on achieving long-term results and increasing shareholder return.

We maintain formal stock ownership guidelines for all corporate officers, including our named executive officers and members of our Board. The guidelines were established to encourage such individuals to hold a multiple of their base salary (or annual retainer) in our common shares and, thereby, align a significant portion of their own economic interests with those of our shareholders.

The guidelines call for the executive or director to reach the ownership multiple within five years. Shares of restricted stock count toward meeting the guidelines. The guidelines, including those applicable to non-employee directors, are as follows:

As of December 31, 2025, each of our named executive officers and our non-employee directors (except for Messrs. Linehan, Royan, and Tyler and Mmes. Aboelnaga Kanaan and Schaible) meet or significantly exceed these stock ownership guidelines. Pursuant to our stock ownership guidelines, directors and officers have five years from their appointment to meet the ownership level listed above. Messrs. Royan and Tyler were appointed as directors in June 2025 and Mses. Aboelnaga Kanaan and Schaible were elected as directors in December 2025, and we would expect them to exceed the ownership thresholds in 2030. Mr. Linehan was appointed as director in September 2019. The Company did not grant equity awards to its directors in 2023 due to blackout restrictions in place at the time we would typically make such awards during the fourth quarter and expects Mr. Linehan’s ownership to exceed the thresholds in 2026. Our Vice Chairman, Mr. Foley, holds shares equal to 12.6% of our common shares as of October 27, 2026.

The ownership levels of our directors and executive officers are shown in the “Security Ownership of Management and Directors” table below.

HEDGING AND PLEDGING POLICY

In order to more closely align the interests of our directors and executive officers with those of our shareholders and to protect against inappropriate risk taking, we maintain a hedging and pledging policy, which prohibits our executive officers and directors from taking any of the following actions without obtaining approval from our board of directors: engaging in hedging or monetization transactions with respect to our securities, engaging in short-term or speculative transactions in our securities that could create heightened legal risk and/or the appearance of improper or inappropriate conduct or holding Company securities in margin accounts or pledging them as collateral for loans.

CLAWBACK POLICY

Our compensation committee maintains a clawback policy that complies with the NYSE listing rules regarding recoupment of incentive compensation which became effective in 2023. The policy requires that we recover incentive-based compensation when (i) a material noncompliance with financial reporting requirements includes any required accounting restatement to correct an error in previously issued financial statements (excluding restatements resulting from a change in accounting rules) and (ii) incentive-based compensation includes any

compensation granted, earned or vested which is based solely or in part upon the attainment of a financial reporting measure, stock price or total shareholder return. No clawbacks were made in 2025.

TAX AND ACCOUNTING CONSIDERATIONS

Our compensation committee considers the impact of tax and accounting treatment when determining executive compensation.

Section 162(m) of the Internal Revenue Code places a limit of $1,000,000 on the amount that can be deducted in any one year for compensation paid to certain executive officers. While our compensation committee considers the deductibility of compensation as one factor in determining executive compensation, the compensation committee also looks at other factors in making its decisions, as noted above, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible for tax purposes.

Our compensation committee also considers the accounting impact when structuring and approving awards. We account for share-based payments in accordance with ASC Topic 718, which governs the appropriate accounting treatment of share-based payments under GAAP.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management, and the Compensation Committee recommended to the board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

THE COMPENSATION COMMITTEE

Hugh R. Harris (Chairman)

C. Malcolm Holland

William T. Royan

EXECUTIVE COMPENSATION

The following table contains information concerning the cash and non-cash compensation awarded to or earned by our named executive officers for the years indicated.

2025 SUMMARY COMPENSATION TABLE

The following table sets forth certain information with respect to compensation awarded to, earned by or paid to our Chief Executive Officer, our former Chief Financial Officer, and our three other most highly compensated executive officers for the three years ended December 31, 2025, as well as Mr. Foley, who served as our Chief Executive Officer from February 2024 until May 2025 (together, our named executive officers).

2025 GRANTS OF PLAN-BASED AWARDS TABLE

CANNAE RESTRICTED STOCK

The following tables set forth information concerning awards granted to the named executive officers during the fiscal year ended December 31, 2025. One-third (1/3) of the awards granted to Messrs. Caswell, Coy, Sadowski, Gravelle and Foley vest on each of the first three anniversaries of the date of grant.

The Company did not award any performance-based equity awards or stock options to its named executive officers in the fiscal year ended December 31, 2025. Moreover, the Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END TABLE

The following table sets forth certain information with respect to outstanding equity awards held by our named executive officers as of December 31, 2025.