Cannae Holdings Inc 2025年度报告

(Mark One) or☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Commission File No.1-38300 CANNAE HOLDINGS, INC. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☑No☐ Indicateby check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of theAct.Yes☐No☑ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90days.Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit such files).Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerginggrowth company" in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☑The aggregate market value of the shares of Cannae common stock held by non-affiliates of the registrant as of June30, 2025, was$1,061,691,612 based on the closing price of $20.85 as reported by the New York Stock Exchange. As of April24, 2026 there were 44,220,506 shares of Cannae common stock outstanding. EXPLANATORY NOTE This Amendment No. 1 (the "Amendment") on Form 10-K/A is being filed with respect to the Registrant’s Annual Report on Form 10-Kfor the fiscal year ended December31, 2025 filed with the Securities and Exchange Commission on March 2, 2026 (the "Form 10-K").This Amendment updates Part III in its entirety to contain the information required therein. Except for the changes to Part III and the filing of related certifications added to the list of Exhibits in Part IV, this Amendment makes nochanges to the Form 10-K. This Amendment does not reflect events occurring after the filing of the Form 10-K or modify disclosuresaffected by subsequent events. CANNAE HOLDINGS, INC.FORM10-K/ATABLE OF CONTENTS PARTIIIDirectors, Executive Officersand Corporate Governance Item 10.1Item 11.Executive Compensation8Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters30Item 13.Certain Relationships and Related Transactions, and Director Independence32Item 14.Principal Accountant Fees and Services35PARTIVItem 15.Exhibits and Financial Statement Schedules36 PartIII Item 10. Directors, Executive Officers and Corporate Governance Certain Information About our Directors Certain biographical information for our directors is below. Hugh R. Harrishas served as a director of Cannae since November 2017. Mr. Harris is retired, and formerly served as President, ChiefExecutive Officer and a director of Lender Processing Services, Inc. ("LPS") from October 2011 until January 2014, when it wasacquired by FNF. Prior to joining LPS, Mr. Harris had been retired since July 2007. Before his retirement, Mr. Harris served as Presidentof the Financial Services Technology division at Fidelity National Financial ("FNF") from April 2003 until July 2007. Prior to joiningFNF, Mr. Harris served in various roles with HomeSide Lending Inc. from 1983 until 2001, including President and Chief OperatingOfficer and later as Chief Executive Officer. Mr. Harris previously served on the board of directors of Austerlitz Acquisition Corp. I("AUS"