DEF 14A of Cannae Holdings, Inc., Oct 30, 2026

DEF 14A of Cannae Holdings, Inc.

Filed Oct 30, 2026 · FY20250001193125-26-441853

Open on EDGAR

  1. OUR BOARD

    OUR BOARD Our Board includes Douglas K. Ammerman, William P. Foley, II, Mona Aboelnaga Kanaan, Hugh R. Harris, C. Malcolm Holland, Mark D. Linehan, Frank R. Martire, Barry B. Moullet, William T. Royan, Chérie L. Schaible, James B. Stallings, Jr., and Woodrow Tyler. In May 2025, Mr. Ammerman was appointed as non-executive Chairman of the Board and Mr. Foley was appointed as Vice Chairman of the Board. Additionally, Mr. Royan and Mr. Tyler were appointed as directors effective June 2025 and Ms. Aboelnaga Kanaan and Ms. Schaible were elected as directors in December 2025. In 2025 and year-to-date through September 30, 2026, our Board held six and nine meetings, respectively. All directors attended at least 75% of the meetings of the Board and of the committees on which they served during 2025 and 2026. Our Board met quarterly and our non-management directors met periodically in executive sessions without management. We do not, as a general matter, require our Board to attend our annual meeting of shareholders, although each of our directors is invited to attend. Nine of our directors attended our 2025 annual meeting of shareholders (the 2025 Annual Meeting ). We believe that Mr. Foley is able to fulfill his roles and devote sufficient time and attention to his duties as our Vice Chairman and as a director and/or officer of other companies.

  2. DIRECTOR INDEPENDENCE

    DIRECTOR INDEPENDENCE The Board determined that Douglas K. Ammerman, Mona Aboelnaga Kanaan, Hugh R. Harris, C. Malcolm Holland, Mark D. Linehan, Frank R. Martire, Jr., Barry B. Moullet, William T. Royan, Chérie L. Schaible, James B. Stallings, Jr. and Woodrow Tyler are independent under the criteria established by the NYSE and our Corporate Governance Guidelines. The Board also considered the additional NYSE independence considerations for Compensation Committee members and determined that current members Messrs. Harris, Holland and Royan are independent for purposes of service on the Compensation Committee. In determining independence, the Board considered all relationships that might bear on our directors’ independence from Cannae. The Board determined that Mr. Foley is not independent because he was our Chairman of the Board, Chief Executive Officer, Chief Investment Officer and an employee of the Company through May 12, 2025.

  3. DIRECTOR INDEPENDENCE

    | 17 | Cannae Holdings, Inc. |

  4. DIRECTOR INDEPENDENCE

    In considering the independence of our independent directors, the Board considered the following factors:

  5. DIRECTOR INDEPENDENCE

    | • | Mr. Harris owns a minority interest in Black Knight Sports and Entertainment LLC ( BKSE ), which owns the Vegas Golden Knights. Mr. Foley is the majority owner and is Executive Chairman and Chief Executive Officer of BKSE. |

  6. DIRECTOR INDEPENDENCE

    | • | Mr. Ammerman served as a director of Dun & Bradstreet until August 2025, is a director of Fidelity National Financial, Inc. (“FNF”) and F&G Annuities & Life, Inc. (“F&G”), and holds minority interests in BKSE, BKFC and Minden Mill. |

  7. DIRECTOR INDEPENDENCE

    | • | Mr. Martire is a Managing Director of entities affiliated with BGPT Catalyst LP, which has invested alongside CSI, and holds a minority interest in BKSE, BKFC and Minden Mill. |

  8. DIRECTOR INDEPENDENCE

    The Board determined that these relationships were not of a nature that would impair the independence of the members involved.

  9. COMPENSATION COMMITTEE

    | • | Approving the compensation of our directors; and |

  10. CERTAIN INFORMATION ABOUT OUR DIRECTORS

    CERTAIN INFORMATION ABOUT OUR DIRECTORS

  11. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    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.

  12. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | NOMINEES FOR DIRECTOR – TERM EXPIRING 2027 (IF ELECTED) | | | | Name | Position with Cannae | Age | | Hugh R. Harris | Chairman of the Compensation Committee and Member of the Corporate Governance and Nominating Committee | 75 | | C. Malcolm Holland | Chairman of the Corporate Governance and Nominating Committee and Member of the Compensation Committee | 66 | | Mark D. Linehan | Member of the Audit Committee | 64 | | Woodrow Tyler | Member of the Related Person Transaction Committee | 68 |

  13. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | 27 | Cannae Holdings, Inc. |

  14. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Hugh R. Harris, Independent Director | | | | | | | | | Director since: 2017 Age: 75 Board Committees: Compensation (Chair) Corp. Governance and Nominating | Relevant Expertise Mr. Harris brings executive leadership in financial services technology, having served as President & CEO of Lender Processing Services, Inc. (LPS) and President of FNF’s Financial Services Technology division, demonstrating a strong history of successfully guiding large operations. His expertise enhances Board oversight of the Company’s corporate strategy, operational oversight, mergers and acquisitions and corporate governance. Career Highlights ◾ President, CEO and Director, Lender Processing Services, Inc. (2011 until acquired by FNF in 2014) ◾ President, Financial Services Technology, FNF (2003 – 2007) ◾ Executive roles at HomeSide Lending including: o Chief Executive Officer (1999 – 2001) o President and Chief Operating Officer (1991 – 1999) Other Prior Board Service ◾ Austerlitz Acquisition Corp. I (NYSE: AUS): (2021 – 2022) ◾ Austerlitz Acquisition Corp. II (NYSE: ASZ) (2021 – 2022) ◾ Foley Trasimene Acquisition Corp. (NYSE: WPF) (2020 – 2021) Why He Was Renominated Mr. Harris’ qualifications to serve on our Board include his extensive experience successfully leading large, complex public companies, his deep knowledge of our businesses and strategies gained during his tenure as a director of the Company, and his financial literacy and extensive experience in financial services and capital transactions. Mr. Harris’ experience enhances Board oversight of the Company’s corporate strategy, operational oversight, mergers and acquisitions and corporate governance. | | | | | | | | Key Skills, Qualifications and Experience | | | | | | | | | Finance/Capital Allocation | | Risk Management | | Transactions Experience | | Public Company Leadership | | | Public Board Experience | | Entrepreneur/ Business Growth | | Regulatory/ Legal | | International | |

  15. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Cannae Holdings, Inc. | 28 |

  16. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | C. Malcolm Holland, Independent Director | | | | | | | | | Director since: 2017 Age: 66 Board Committee: Corp. Governance and Nominating (Chair) Compensation | Relevant Expertise Mr. Holland has over 40 years of banking expertise and a strong track record of leading complex financial organizations, including as founder, Chair & CEO of Veritex Holdings. Mr. Holland’s deep understanding of our industry helps to guide the Company’s strategic investments to maximize shareholder value creation. Career Highlights ◾ Founder, Chairman and CEO, Veritex Holdings, Inc. (NDAQ: VBTX) (2009 – 2025) ◾ Chairman, Chief Executive Officer and President, Veritex Bank (since 2010) ◾ Chief Executive Officer, Texas Region of Colonial Bank (2003 – 2009) ◾ President, First Mercantile Bank (2000 until acquired by Colonial Bank in 2002) ◾ Senior roles at regional banks (1982 – 2000) Other Prior Board Service ◾ Foley Trasimene Acquisition Corp. II (NYSE: BFT) (2020 – 2021) Why He Was Renominated Mr. Holland’s qualifications to serve on our Board include his strong track record of leading complex financial organizations, his deep knowledge of our businesses and strategies gained during his tenure as a director of the Company, and his financial literacy and expertise in capital allocation, capital market transactions and as an entrepreneur. Mr. Holland’s deep understanding of the Company and our industry enhances the oversight of our business and helps to guide the Company’s strategic investments to maximize shareholder value creation. | | | | | | | | Key Skills, Qualifications and Experience | | | | | | | | | Finance/Capital Allocation | | Risk Management | | Transactions Experience | | Public Company Leadership | | | Public Board Experience | | Entrepreneur/ Business Growth | | Regulatory/ Legal | | International | |

  17. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | 29 | Cannae Holdings, Inc. |

  18. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Mark D. Linehan, Independent Director | | | | | | | | | Director since: 2019 Age: 64 Board Committee: Audit (Financial Expert) | Relevant Expertise Mr. Linehan contributes extensive expertise in real estate investing, having served as Founder, President & CEO of Wynmark Company. Mr. Linehan’s background as a CPA and experience as a public company director provide the Board with valuable financial acumen and governance oversight. Career Highlights ◾ Founder, President and CEO, Wynmark Company (since 1993) ◾ Senior Vice President, Trammell Crow Company (1987 – 1993) ◾ Kenneth Leventhal & Co., Los Angeles-based public accounting firm specializing in the real estate industry now part of Ernst & Young LLP (1985 – 1987) Other Prior Board Service ◾ Hudson Pacific Properties, Inc. (NYSE: HPP) (2010 – 2026) ◾ Austerlitz Acquisition Corp. I (NYSE: AUS): (2021 – 2022) ◾ Austerlitz Acquisition Corp. II (NYSE: ASZ) (2021 – 2022) ◾ Foley Trasimene Acquisition Corp. II (NYSE: BFT) (2020 – 2021) ◾ Condor Hospitality Trust (NDAQ: CDOR) (2016 – 2017) Why He Was Renominated Mr. Linehan’s qualifications to serve on our Board include his experience founding and leading a successful real estate investment firm, and his extensive financial literacy and experience in public company governance. Mr. Linehan’s background as a CPA and experience as a public company director provide the Board with valuable financial acumen and governance oversight. | | | | | | | | Key Skills, Qualifications and Experience | | | | | | | | | Finance/Capital Allocation | | Risk Management | | Transactions Experience | | Public Board Experience | | | Entrepreneur/ Business Growth | | Regulatory/Legal | | | | | |

  19. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Cannae Holdings, Inc. | 30 |

  20. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Woodrow Tyler, Independent Director | | | | | | | | | Director since: 2025 Age: 68 Board Committee: Related Person Transaction | Relevant Expertise Mr. Tyler offers significant experience as an accomplished investment executive, most recently as CIO of the Detroit Police & Fire Pension, where he managed a $2.7 billion fund. Mr. Tyler’s public and private investment experience enhances Board oversight of capital allocation and the Company’s portfolio strategy. Career Highlights ◾ Chief Investment Officer, Detroit Police & Fire Pension, a $2.7B public retirement plan (2022 – 2024) ◾ Executive-level and investment roles with: o Investment Committee, Detroit General Fund (since 2025) o Investment Committee, Michigan Health Endowment Fund (since 2023) o Michigan Bureau of Investments (2014 – 2022) o UAW Retiree Medical Benefit Trust (2009 – 2014) o State of Michigan Pension Fund (1995 – 2009) Why He Was Renominated Mr. Tyler’s qualifications to serve on our Board include his significant experience as an accomplished investment executive and his extensive experience in financial oversight roles. Mr. Tyler’s public and private investment experience enhances Board oversight of capital allocation and the Company’s portfolio strategy. | | | | | | | | Key Skills, Qualifications and Experience | | | | | | | | | Finance/Capital Allocation | | Risk Management | | Transactions Experience | | Regulatory/Legal | | | International | | | | | | | |

  21. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

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  22. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | CLASS I DIRECTORS – TERM EXPIRING 2027 | | | | Name | Position with Cannae | Age | | Douglas K. Ammerman | Chairman of the Board and Chairman of the Audit Committee | 74 | | William P. Foley, II | Vice Chairman of the Board | 81 | | Frank R. Martire | Director | 78 | | William T. Royan | Member of the Corporate Governance and Nominating Committee and Member of the Compensation Committee | 59 |

  23. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Douglas K. Ammerman, Chairman of the Board and Independent Director | | | | | | | | | Director since: 2024 Age: 74 Board Committee: Audit (Chair) (Financial Expert) | Relevant Expertise Mr. Ammerman provides significant financial leadership stemming from his three-decade tenure at KPMG LLP, including serving as National Practice Partner. Mr. Ammerman’s financial and accounting background and public board service enhances independent Board oversight and provides strong Board leadership. Career Highlights ◾ Partner, KPMG LLP (1984 – 2002) Other Current Board Service ◾ Chairman, Stantec Inc. (TSE: STN) (since 2011) ◾ Fidelity National Financial (NYSE: FNF) (since 2005) ◾ F&G Annuities & Life, Inc. (NYSE: FG) (since 2022) Other Prior Board Service ◾ Dun & Bradstreet Holdings, Inc. (NYSE: DNB) (2019 – 2025) ◾ J. Alexander’s Holdings, Inc. (NYSE: JAX) (2015 until sale in 2021) ◾ Foley Trasimene Acquisition Corp. (NYSE: WPF) (2020 – 2021) | | | | | | | | Key Skills, Qualifications and Experience | | | | | | | | | Finance/Capital Allocation | | Risk Management | | Transactions Experience | | Public Board Experience | | | Regulatory/ Legal | | International | | Public Company Leadership | | | |

  24. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Cannae Holdings, Inc. | 32 |

  25. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | William P. Foley, II, Vice Chairman of the Board | | | | | | | | | Director since: 2017 Age: 81 | Relevant Expertise Mr. Foley brings extensive executive leadership and a proven track record of creating shareholder value. Mr. Foley has a storied history of leading successful transactions and driving transformations across many industries, including FNF’s rise to the nation’s largest title insurance company. His long and deep knowledge of our business and industry, strategic vision, experience as a board member and executive officer of public and private companies in a wide variety of industries, and a strong track record of building and maintaining shareholder value and successfully negotiating and implementing mergers and acquisitions enhances Board oversight of the design of, and management’s execution of, the Company’s strategic plans. Career Highlights ◾ Senior executive roles at Cannae Holdings since 2017 including: o Vice Chairman (since 2025) o Chairman, Chief Executive Officer and Chief Investment Officer (2024 – 2025) o Chairman (2018 – 2024) o Executive Chairman (2017 – 2018) o Executive and/or Director at Cannae portfolio companies including DNB, Alight, and Black Knight Football ◾ Senior executive roles at FNF including: o Chief Executive Officer (1986 – 2007) o President (1984 – 1994) Other Current Board Service ◾ Chairman, Fidelity National Financial (NYSE: FNF) (since 1984) ◾ Executive Chairman, F&G Annuities & Life, Inc. (NYSE: FG) (since 2022) ◾ Alight, Inc. (NYSE: ALIT) (since 2021) ◾ Jena Acquisition Corporation II (NYSE: JENA) (since May 2025) ◾ Foley Wines Ltd. (NZX: FWL) (since 2012) Other Prior Board Service ◾ Dun & Bradstreet Holdings, Inc. (NYSE: DNB) (2019 – 2025) o Chairman (Feb. 2019 – Feb. 2022), Executive Chairman (2022 – 2025) ◾ Foley Trasimene Acquisition Corp. (NYSE: WPF) (2020 – 2021) ◾ Paysafe Ltd. (NYSE: PSFE) (2021 – 2022) ◾ Foley Trasimene Acquisition Corp. II (NYSE: BFT) (2020 – 2021) ◾ Austerlitz Acquisition Corp. I (NYSE: AUS) (2020 – 2021) ◾ Austerlitz Acquisition Corp. II (NYSE: ASZ) (2020 – 2021) ◾ Trebia Acquisition Corp. (NYSE: TREB) (2020 – 2022) ◾ System 1 (NYSE: SST) (2022 – 2023) | | | | | | | | Key Skills, Qualifications and Experience | | | | | | | | | Finance/Capital Allocation | | Risk Management | | Transactions Experience | | Public Company Leadership | | | Public Board Experience | | Entrepreneur/ Business Growth | | Regulatory/ Legal | | International | |

  26. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

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  27. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Frank R. Martire, Independent Director | | | | | | | | | Director since: 2017 Age: 78 | Relevant Expertise Mr. Martire provides extensive executive leadership and a proven track record of driving growth in the financial technology sector. As the founder of Bridgeport Partners and CEO & Chairman roles at FIS and Metavante, he offers invaluable expertise and enhances Board oversight of the Company’s strategic growth priorities. Career Highlights ◾ Founder, Executive Chairman at Bridgeport Partners, a private investment firm with a long-term, value-oriented approach to investing (since 2023) ◾ Executive at Fidelity National Information Services, Inc. (NYSE: FIS) including: o Chairman (2017 – 2018) o Executive Chairman (2015 – 2016) o Chairman and Chief Executive Officer (2012 – 2015) o President and Chief Executive Officer (2009 – 2012) ◾ Chairman and Chief Executive, Metavante (2003 until 2009 acquisition by FIS) ◾ President and Chief Operating Officer, Financial Institution Systems and Services Group, of Fiserv, Inc. (1991 – 2001) Other Prior Board Service ◾ System 1 (NYSE: SST) (2022 – 2026) ◾ Executive Chairman, NCR Corporation (2018 – 2023) ◾ Chairman, J. Alexander’s Holdings, Inc. (NYSE: JAX) (2015 – 2019), and Lead Independent Director (2019 until sale in 2021) ◾ Trebia Acquisition Corp. (NYSE: TREB) (2020 – 2022) | | | | | | | | Key Skills, Qualifications and Experience | | | | | | | | | Finance/Capital Allocation | | Risk Management | | Transactions Experience | | Public Company Leadership | | | Public Board Experience | | Entrepreneur/ Business Growth | | Regulatory/ Legal | | International | |

  28. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Cannae Holdings, Inc. | 34 |

  29. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | William T. Royan, Independent Director | | | | | | | | | Director since: 2025 Age: 59 Board Committees: Corp. Governance and Nominating Compensation | Relevant Expertise Mr. Royan provides extensive investment experience, having served as Founding Partner of Markets Infrastructure Partners and GPI Capital and holding a leadership role at Ontario Teachers’ Pension Plan, where he also was responsible for their ownership of Glass Lewis, the shareholder advisory services company. Mr. Royan’s direct investing expertise provides the Board with a shareholder perspective as it provides independent oversight. Career Highlights ◾ Founding Partner, Markets Infrastructure Partners, a specialist in alternative asset management dedicated to investments in the global financial markets infrastructure sector (since 2024) ◾ Founding Partner, Chair of the Investment Committee at GPI Capital, a growth-oriented, structured equity alternative investment firm (since 2016) ◾ Head of Relationship Investing, Ontario Teachers’ Pension Plan (2008 – 2014) Other Board Service ◾ Zeta Global Holdings (NYSE: ZETA) (since 2017) Other Prior Board Service ◾ TMX Group (TSX: X) (2012 – 2014) ◾ BTG Pactual (BZ: BPAC 11) (2012 – 2016) | | | | | | | | Key Skills, Qualifications and Experience | | | | | | | | | Finance/Capital Allocation | | Risk Management | | Transactions Experience | | Public Board Experience | | | Entrepreneur/ Business Growth | | Regulatory/ Legal | | International | | | |

  30. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | 35 | Cannae Holdings, Inc. |

  31. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | CLASS II DIRECTORS – TERM EXPIRING 2028 | | | | Name | Position with Cannae | Age | | Mona Aboelnaga Kanaan | Member of the Audit Committee | 58 | | Barry B. Moullet | Chairman of the Related Person Transaction Committee | 68 | | James B. Stallings, Jr. | Member of the Corporate Governance and Nominating Committee and Member of Related Person Transaction Committee | 71 | | Chérie L. Schaible | Member of the Related Person Transaction Committee | 47 |

  32. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Mona Aboelnaga Kanaan, Independent Director | | | | | | | | | Director since: 2025 Age: 58 Board Committee: Audit (Financial Expert) | Relevant Expertise Ms. Aboelnaga Kanaan brings more than 30 years of experience as a chief executive, entrepreneur, private equity investor and corporate director in global finance and investment. She was the founder and CEO of Proctor Investment Managers and is now Managing Partner of K6 Investments. Her investment management expertise and experience serving on the boards of U.S. and international public financial services companies strengthen the Board’s oversight of capital allocation, financial reporting, portfolio strategy, and strategic transactions. Career Highlights ◾ Managing Partner, K6 Investments LLC, a private investment firm investing across financial services, technology and consumer products (since 2011) ◾ Co-founder, President and Chief Executive Officer, Proctor Investment Managers LLC, a private equity firm investing in traditional and alternative asset managers which was sold to National Bank of Canada in 2006 (2002 – 2013) Other Current Board Service ◾ Perpetual Limited (ASX: PPT) (since 2021) ◾ Acting Chairperson, Egyptian American Enterprise Fund (since 2024) ◾ Trustee, Fashion Institute of Technology of the State University of New York (since 2019) Other Prior Board Service ◾ Webster Financial Corporation (formerly NYSE: WBS) (2022 until sale to Santander in 2026) ◾ Mondee Holdings, Inc. (formerly NASDAQ: MOND) (2022 until sale in 2025) o Lead Independent Director (2024 – 2025) ◾ Sterling Bancorp (formerly NYSE: STL) (2019 until merger with Webster in 2022) ◾ FinTech Acquisition Corp. VI (formerly NASDAQ: FTVI) (2021 – 2022) | | | | | | | | Key Skills, Qualifications and Experience | | | | | | | | | Finance/Capital Allocation | | Risk Management | | Transactions Experience | | International | | | Public Board Experience | | Entrepreneur/ Business Growth | | Regulatory/ Legal | | | |

  33. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Cannae Holdings, Inc. | 36 |

  34. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Barry B. Moullet, Independent Director | | | | | | | | | Director since: 2021 Age: 68 Board Committee: Related Person Transaction (Chair) | Relevant Expertise Mr. Moullet adds over 30 years of leadership experience in the foodservice industry, one of our core portfolio investment areas. Mr. Moullet’s deep operational insights directly benefit Company’s portfolio companies by driving efficiency and maximizing value. Career Highlights ◾ Principal, BBM Executive Insights, LLC which specializes in the optimization of supply chain management activities for foodservice clients (since 2012) ◾ Chief Supply Chain Officer, Focus Brands Inc. (2013 – 2014) ◾ Executive roles at Darden Restaurants, including Chief Supply Chain Officer and Chief Development Officer (NYSE: DRI) (1996 – 2012) ◾ Vice President of Purchasing for Restaurant Services Inc. (1992 – 1996) ◾ Vice President of Purchasing for Kentucky Fried Chicken (1989 – 1992) Other Current Board Service ◾ RockSpoon Inc. (Private) (since 2015) Other Prior Board Service ◾ Cici’s Pizza (Private) (2017 – 2020) ◾ Advisory Board, Cornell University’s School of Hotel Administration ◾ University of Wisconsin – Eau Claire Foundation Board ◾ University of Wisconsin – Eau Claire Real Estate Board | | | | | | | | Key Skills, Qualifications and Experience | | | | | | | | | Finance/Capital Allocation | | Risk Management | | Transactions Experience | | Public Company Leadership | | | Entrepreneur/ Business Growth | | Regulatory/ Legal | | International | | | |

  35. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | 37 | Cannae Holdings, Inc. |

  36. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | James B. Stallings, Jr., Independent Director | | | | | | | | | Director since: 2018 Age: 71 Board Committees: Corp. Governance and Nominating Related Person Transaction | Relevant Expertise Mr. Stallings draws on over 25 years of leadership and investing experience in the IT sector, one of the principal areas of our portfolio investments. Mr. Stallings’ expertise in strategy, enterprise systems, and investing helps to identify and grow high-potential technology companies. Career Highlights ◾ Managing Partner, PS27 Ventures, LLC, a private investment fund focused on technology companies (since 2013) ◾ Various roles at IBM Corporation (NYSE: IBM) (2002 – 2013 and 1984 – 1996), including as General Manager of Global Markets, Systems and Technology Group (2009 until his retirement in 2013) ◾ Founder, E House, a consumer technology company (2000 – 2002) Other Current Board Service ◾ Fidelity National Information Services (NYSE: FIS) (since 2013) Other Prior Board Service ◾ Trebia Acquisition Corp. (NYSE: TREB) (2020 – 2022) ◾ UGI Corporation (NYSE: UGI) (2015 – 2023) | | | | | | | | Key Skills, Qualifications and Experience | | | | | | | | | Finance/Capital Allocation | | Risk Management | | Public Company Leadership | | Public Board Experience | | | Entrepreneur/ Business Growth | | Regulatory/ Legal | | Transactions Experience | | International | |

  37. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Cannae Holdings, Inc. | 38 |

  38. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Chérie L. Schaible, Independent Director | | | | | | | | | Director since: 2025 Age: 47 Board Committee: Related Person Transaction | Relevant Expertise Ms. Schaible brings more than two decades of legal, corporate governance and investment management experience. She is the founder of CLS Advisory, which provides legal consulting, fractional and interim general counsel and board advisory services. She currently serves as the interim General Counsel at STG Logistics, Thrasio, and Alvaria. Previously, she served as the interim General Counsel of New Era Technology and the General Counsel of Ankura Consulting Group. Earlier in her career, she was a managing director and associate general counsel at AIG Investments and practiced law at Shearman & Sterling (now A&O Shearman). Her experience spans complex transactions, bankruptcy and restructuring, corporate governance and legal risk management. This breadth of experience strengthens the Board’s oversight of related person transactions, strategic initiatives, corporate governance, and legal and regulatory risk. Career Highlights ◾ Founder, CLS Advisory, LLC, which provides legal consulting, fractional general counsel and board services (since 2024) ◾ Interim General Counsel, Thrasio (since 2025) ◾ Interim General Counsel, Alvaria (since 2025) ◾ Interim General Counsel, STG Logistics (since 2026) ◾ Interim General Counsel, New Era Technology (2025 – 2026) ◾ General Counsel and Senior Managing Director, Ankura Consulting Group, LLC (2016 – 2023) ◾ Senior legal roles at American International Group (NYSE: AIG), including: o Associate General Counsel and Managing Director, AIG Investments (2010 – 2016) o Assistant General Counsel and Vice President, AIG (2007 – 2010) ◾ Associate, Bankruptcy and Reorganization practice, Shearman & Sterling LLP (2001 – 2007) Other Current Board Service ◾ Heritage Operating, LLC (Heritage Family) (Private) (since 2025) ◾ ACI Group Holdings, Independent and Disinterested Board Member (2025 – 2026) ◾ Her Justice (non-profit), Secretary and Co-Chair of the Nominating and Governance Committee (since 2021) Other Prior Board Service ◾ Junior Partner, Women in Need (non-profit) (2014 – 2022) | | | | | | | | Key Skills, Qualifications and Experience | | | | | | | | | Finance/Capital Allocation | | Risk Management | | Transactions Experience | | Public Company Leadership | | | Public Board Experience | | Entrepreneur/ Business Growth | | Regulatory/ Legal | | | |

  39. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | 39 | Cannae Holdings, Inc. |

  40. ELECTION OF DIRECTORS

    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.

  41. ELECTION OF DIRECTORS

    | • | Hugh R. Harris |

  42. ELECTION OF DIRECTORS

    | • | C. Malcolm Holland |

  43. ELECTION OF DIRECTORS

    | • | Mark D. Linehan |

  44. ELECTION OF DIRECTORS

    | • | Woodrow Tyler |

  45. ELECTION OF DIRECTORS

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

  46. ELECTION OF DIRECTORS

    | Cannae Holdings, Inc. | 42 |

  47. COMPENSATION DISCUSSION AND ANALYSIS AND EXECUTIVE AND DIRECTOR COMPENSATION

    COMPENSATION DISCUSSION AND ANALYSIS AND EXECUTIVE AND DIRECTOR COMPENSATION

  48. OUR COMPENSATION PROGRAMS ARE DRIVEN BY OUR BUSINESS OBJECTIVES

    | • | Pay for Performance. Our compensation programs are designed to incentivize management to maximize shareholder returns by aligning the financial interests of employees with the value of the Company’s equity that inure to the benefit of investors. We believe alignment with shareholders is the optimal means of paying our executives for performance given the unique structure of the Company. Our executives’ compensation actually earned upon vesting of equity awards increases as total shareholder returns increase. |

  49. OUR COMPENSATION PROGRAMS ARE DRIVEN BY OUR BUSINESS OBJECTIVES

    | • | Incentive Pay Balance. Incentive compensation opportunities should reward the appropriate balance of short- and long-term financial and strategic business results. Short-term incentives should not come at the detriment of potential long-term returns. The Company pays short-term incentives based on a robust review of our executives annual performance by our Board of Directors. The Company’s compensation program is heavily weighted toward equity compensation with vesting periods designed to incentive management to maximize long-term returns to shareholders. |

  50. OUR COMPENSATION PROGRAMS ARE DRIVEN BY OUR BUSINESS OBJECTIVES

    | • | Shareholder Alignment and Risk Assumption. We place a strong emphasis on delivering long-term results for our shareholders and discourage excessive risk-taking by our executive officers. |

  51. COMPENSATION BEST PRACTICES

    | | 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. |

  52. COMPENSATION BEST PRACTICES

    | | 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. |

  53. Changes to our 2025 and 2026 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.

  54. PRINCIPAL COMPONENTS OF COMPENSATION

    | Category of Compensation | Type of Compensation | Purpose of the Compensation | | Cash Compensation | Salary | For our executives who receive a base salary, it is intended to provide a level of assured, regularly paid, cash compensation. | | Long-term Equity Incentives | Time-based Restricted Stock | Time-based restricted stock and restricted stock units help to tie our named executive officers’ long-term financial interests to the long-term financial interests of our shareholders, as well as to retain key executives through a three-year vesting period and maintain a market competitive position for total compensation. | | Bonus | Cash Bonus Program | Our short-term cash bonuses are designed to incentivize and reward employees for annual performance. Short-term cash awards provide cash bonus compensation consistent with peer companies and are designed to help attract and retain employees. |

  55. ALLOCATION OF TOTAL COMPENSATION FOR 2025

    | Name | Salary | Bonus | Equity Awards | Other Comp | Total Comp from Cannae | Performance - Based Comp | Equity and Performance - Based Comp | | Ryan R. Caswell | 15.0% | 11.0% | 72.0% | 1.0% | 100.0% | —% | 72.0% | | Bryan D. Coy | 74.0% | 8.0% | 16.0% | 3.0% | 100.0% | —% | 16.0% | | Peter T. Sadowski | 9.0% | 32.0% | 55.0% | 4.0% | 100.0% | —% | 55.0% | | Michael L. Gravelle | 38.0% | 23.0% | 39.0% | —% | 100.0% | —% | 39.0% | | William P. Foley II | 2.0% | —% | 15.0% | 83.0% | 100.0% | —% | 15.0% |

  56. LONG-TERM EQUITY INCENTIVES

    LONG-TERM EQUITY INCENTIVES In 2025, we granted time-based restricted stock or restricted stock units under our omnibus incentive plan to our named executive officers that vest over a three-year period. We do not attempt to time the granting of awards to any internal or external events. Our general practice is for our compensation committee to grant equity awards to directors and employees during the first quarter of each year. We also may grant awards in connection with significant new hires, promotions or changes in duties. Moreover, the Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Our compensation committee’s determinations are not formulaic; rather, in the context of competitive market compensation data and our stated pay philosophy, our compensation committee determines the share amounts on a subjective basis in its discretion after considering the advice of our compensation consultant and award amounts may differ among individual executive officers in any given year. On February 26, 2025, Messrs. Caswell and Foley each received a grant of a time-based equity incentive of award in the form of 150,000 restricted stock units, and Messrs. Sadowski, Coy and Gravelle received time-based restricted stock awards of 8,965, 7,684, and 12,807 common shares, respectively. On August 13, 2025, following his promotion to CEO, Mr. Caswell received a grant of a time-based equity incentive of award in the form of 100,000 restricted stock units. Generally, the restricted stock awards and units granted in 2025 vest over three years so long as the executive remains employed by the Company. We believe time-based equity awards provide strong alignment between our executives and shareholders as it aligns the value of our named executive officers’ compensation with shareholder returns and provides strong incentive to retain key executives. In light of our business model, and the unpredictable and often extended periods over which we hold our businesses, our Compensation Committee believes

  57. LONG-TERM EQUITY INCENTIVES

    | 57 | Cannae Holdings, Inc. |

  58. LONG-TERM EQUITY INCENTIVES

    that traditional annual cash incentives tied to financial performance metrics and performance-based vesting provisions in equity incentive awards with fixed, one to three-year performance periods would not provide the incentives needed to achieve our business objectives and maximize returns to our shareholders. Our long-term equity incentives are designed to incentivize management to maximize shareholder returns by aligning the financial interests of employees with the value of the Company’s equity that inure to the benefit of investors. We believe alignment with shareholders is the optimal means of paying our executives for performance given the unique structure of the Company. Our executives’ compensation actually earned upon vesting of equity awards increases as total shareholder returns increase, and vice versa.

  59. BONUS PROGRAM

    BONUS PROGRAM Following the termination of the Company’s previous ISIP in 2024, we began awarding annual cash bonuses to our named executive officers based upon the Compensation Committee’s assessment of their performance and the performance of the Company. In light of our business model, and the unpredictable and often extended periods over which we hold our businesses, the 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.”

  60. EMPLOYMENT AGREEMENTS AND POST-TERMINATION COMPENSATION AND BENEFITS

    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.

  61. ESTABLISHING EXECUTIVE COMPENSATION LEVELS

    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:

  62. 2025 SUMMARY COMPENSATION TABLE

    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).

  63. 2025 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Ryan R. Caswell, Chief Executive Officer (Since May 2025) | 2025 | 1,000,000 | 750,000 | 4,753,000 | — | 66,595 | 6,569,595 | | | 2024 | 884,615 | 750,000 | 6,240,002 | — | 554,635 | 8,429,252 | | | 2023 | 224,588 | — | 2,999,992 | — | 8,984 | 3,233,564 | | Bryan D. Coy, Former Chief Financial Officer (Through June 2026) | 2025 | 700,000 | 75,000 | 149,992 | — | 26,108 | 951,100 | | | 2024 | 700,000 | 75,000 | 1,050,019 | — | 13,800 | 1,838,819 | | | 2023 | 628,846 | — | 1,050,003 | — | 13,200 | 1,692,049 | | Peter T. Sadowski, Executive Vice President and Chief Legal Officer | 2025 | 30,000 | 100,000 | 174,997 | — | 11,367 | 316,364 | | | 2024 | 30,000 | — | 750,017 | — | 1,108 | 781,125 | | | 2023 | 30,000 | — | 602,400 | — | 1,200 | 633,600 | | Michael L. Gravelle, Executive Vice President, General Counsel and Corporate Secretary | 2025 | 248,000 | 148,000 | 249,993 | — | 1,807 | 647,800 | | | 2024 | 225,231 | 148,000 | 250,005 | 663,779 | 960 | 1,287,975 | | | 2023 | 100,000 | — | — | 389,833 | — | 489,833 | | William P. Foley II, Vice Chairman of the Board, Former Chief Executive Officer (from February 2024 until May 2025) | 2025 | 384,615 | — | 3,178,004 | — | 17,814,910 | 21,377,529 | | | 2024 | 826,923 | 4,732,200 | 21,600,000 | 10,546,705 | 1,678,861 | 39,384,689 |

  64. 2025 SUMMARY COMPENSATION TABLE

    | 1. | Reflects annual cash bonus. |

  65. 2025 SUMMARY COMPENSATION TABLE

    | 2. | Represents the grant date fair value of time-based restricted stock awards and units granted to named executive officers, computed in accordance with ASC Topic 718, excluding forfeiture assumptions. See “Grants of Plan-Based Awards” below. |

  66. 2025 SUMMARY COMPENSATION TABLE

    | 3. | Reflects payouts pursuant to the Company’s ISIP. |

  67. 2025 SUMMARY COMPENSATION TABLE

    | 4. | All Other Compensation for Mr. Caswell, Mr. Coy, and Mr. Sadowski represent matching contributions under our 401(k) plan and payment of accrued dividends upon vesting of restricted stock awards. All other compensation for Mr. Gravelle represents payment of accrued dividends upon vesting of restricted stock awards. All other compensation for Mr. Foley includes payments made upon his transition from CEO to non-executive Vice Chairman in accordance with Mr. Foley’s prior employment agreement ($17.2 million), personal aircraft usage cost ($0.2 million), payment of accrued dividends upon vesting of restricted stock awards ($0.3 million) and director fees earned subsequent to his transition from CEO to Vice Chairman ($0.1 million). See the section “Employment Agreements” below for further discussion of transition payments to Mr. Foley. For Messrs. Foley and Caswell, the amounts listed for 2024 were updated to include the grant date fair value of 249,050 and 101,280 profits interests units, respectively granted by Watkins, computed in accordance with ASC Topic 718. No awards from Watkins existed in 2025, so 2025 amounts may not be comparable. As of December 31, 2025, we owned an approximate 49% interest in Watkins and account for it under the equity method. |

  68. 2025 SUMMARY COMPENSATION TABLE

    | Cannae Holdings, Inc. | 64 |

  69. 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    2025 GRANTS OF PLAN-BASED AWARDS TABLE

  70. OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END TABLE

    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.

  71. OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END TABLE

    | OUTSTANDING RESTRICTED STOCK AWARDS AT FISCAL YEAR-END | | | | | Name | Grant Date | Number of Shares That Have Not Vested (#)(1) | Market Value of Shares That Have Not Vested ($)(2) | | Ryan R. Caswell | 8/13/2025 | 100,000 | 1,573,000 | | | 2/26/2025 | 150,000 | 2,359,500 | | | 2/28/2024 | 192,593 | 3,029,488 | | | 3/15/2023 | 49,801 | 783,370 | | Bryan D. Coy | 2/26/2025 | 7,684 | 120,869 | | | 2/28/2024 | 32,408 | 509,778 | | | 3/15/2023 | 17,431 | 274,190 | | Peter T. Sadowski | 2/26/2025 | 8,965 | 141,019 | | | 2/28/2024 | 23,149 | 364,134 | | | 3/15/2023 | 10,000 | 157,300 | | Michael L. Gravelle | 2/26/2025 | 12,807 | 201,454 | | | 3/19/2024 | 7,528 | 118,415 | | William P. Foley | 11/12/2025 | 15,635 | 245,939 |

  72. OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END TABLE

    | 1. | One-third (1/3) of the award vests on each of the first three anniversaries of the date of grant. |

  73. OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END TABLE

    | 2. | Market value is based on the December 31, 2025 closing price for our common shares of $15.73 per share. |

  74. 2025 STOCK VESTED TABLE

    2025 STOCK VESTED TABLE The following table sets forth information concerning each vesting of restricted stock during the fiscal year ended December 31, 2025, for each of the named executive officers on an aggregated basis.

  75. 2025 STOCK VESTED TABLE

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Ryan R. Caswell | 146,097 | 2,743,022 | | Bryan D. Coy | 33,634 | 609,360 | | Peter T. Sadowski | 31,574 | 586,643 | | Michael L. Gravelle | 3,764 | 63,913 | | William P. Foley | 750,000 | 13,350,000 |

  76. 2025 STOCK VESTED TABLE

    | Cannae Holdings, Inc. | 66 |

  77. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL In this section, we discuss the nature and estimated value of payments we would provide to our named executive officers in the event of termination of employment or a change in control if one had occurred during 2025. The amounts described in this section reflect amounts that would have been payable under (i) our plans, and (ii) where applicable, their employment agreements if termination had occurred on December 31, 2025. The types of termination situations include a voluntary termination by the executive with good reason, a termination by us either for cause or not for cause and termination in the event of disability or death. We also describe the estimated payments and benefits that would be provided upon a change in control without a termination of employment. The actual payments and benefits that would be provided upon a termination of employment would be based on the named executive officers’ compensation and benefit levels at the time of the termination of employment and the value of accelerated vesting of share-based awards would be dependent on the value of the underlying stock. For each type of employment termination, the named executive officers would be entitled to benefits that are available generally to our domestic salaried employees, such as distributions under our 401(k) savings plan, certain disability benefits and accrued vacation. We have not described or provided an estimate of the value of any payments or benefits under plans or arrangements that do not discriminate in scope, terms or operation in favor of a named executive officer and that are generally available to all salaried employees. On June 10, 2026, Bryan D. Coy resigned from his position as Executive Vice President and Chief Financial Officer of Cannae. In connection with Mr. Coy’s resignation and in order to provide Mr. Coy a bridge to new employment and in recognition of his 5 years of service to the Company, the Company agreed to (i) accelerate the vesting of 21,327 restricted shares of the Company’s common stock; and (ii) pay Mr. Coy up to six months of base salary ($350,000) (the “Transition Payments”), provided, however, that if Mr. Coy finds other employment during the six month period then the Transition Payments will cease and Mr. Coy will repay any overpayments of his base salary for any period that occurs after such new employment commences.

  78. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 69 | Cannae Holdings, Inc. |

  79. POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS AND THE FOLEY DIRECTOR SERVICES AGREEMENT

    POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS AND THE FOLEY DIRECTOR SERVICES AGREEMENT As discussed above, we have entered into employment agreements with Messrs. Caswell Sadowski and Gravelle and into the Foley Director Services Agreement. The agreements contain provisions for the payment of severance benefits following certain termination events. Below is a summary of the payments and benefits that the named executive officers would receive in connection with various employment or service termination scenarios if their terminations had occurred on December 31, 2025 based on their employment agreements in effect at that time. None of our named executive officers would receive payments upon a change of control without a related termination of employment.

  80. POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS AND THE FOLEY DIRECTOR SERVICES AGREEMENT

    | Termination Payment | Without Cause or by the Executive for Good Reason | Death or Disability(1) | For Cause or by the Executive Without Good Reason | | Employment Agreements | | | | | Accrued obligations (earned unpaid base salary, annual bonus payments relating to the prior year, and any unpaid expense reimbursements) | ✓ | ✓ | ✓ | | Prorated Annual Bonus (2) based on the actual incentive the named executive officer would have earned for the year of termination | ✓ | ✓ | x | | Lump-sum Payment (3) equal to a percentage of the sum of the executive’s (a) annual base salary and (b) the target bonus opportunity in the year in which the termination of employment occurs | ✓ | x | x | | Right to convert any life insurance provided by us into an individual policy, plus a lump-sum cash payment equal to 36 months of premiums | ✓ | x | x | | COBRA coverage (so long as the executive pays the premiums) for a period of three years or, if earlier, until eligible for comparable benefits from another employer, plus a lump-sum cash payment equal to the sum of monthly COBRA premium payments | ✓ | x | x | | Vesting of all stock options, restricted stock and other equity-based incentive awards | ✓ | x | x | | Foley Director Services Agreement | | | | | Accrued obligations (earned unpaid base salary, annual bonus payments relating to the prior year, and any unpaid expense reimbursements) | ✓ | ✓ | ✓ | | Vesting of all stock options, restricted stock and other equity-based incentive awards | ✓ | x | x |

  81. POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS AND THE FOLEY DIRECTOR SERVICES AGREEMENT

    | Cannae Holdings, Inc. | 70 |

  82. POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS AND THE FOLEY DIRECTOR SERVICES AGREEMENT

    | 1. | An executive will be deemed to have a “disability” if he is entitled to receive long-term disability benefits under our long-term disability plan. |

  83. POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS AND THE FOLEY DIRECTOR SERVICES AGREEMENT

    | 2. | The prorated annual bonus is based on the following: |

  84. POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS AND THE FOLEY DIRECTOR SERVICES AGREEMENT

    • In the event of a termination without Cause or by the executive for Good Reason, the actual incentive the named executive officer would have earned for the year of termination and the fraction of the year the executive was employed by us. • In the event of a termination for death or disability, (a) the target annual bonus opportunity in the year in which the termination occurs or the prior year if no target annual bonus opportunity has yet been determined and (b) the fraction of the year the executive was employed.

  85. POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS AND THE FOLEY DIRECTOR SERVICES AGREEMENT

    | 3. | The percentage for the lump sum payment for each executive is as follows: Mr. Foley 300%, Mr. Caswell 200%, and Mr. Gravelle 100%. The bonus used for the lump-sum payment is the higher of (1) the target bonus opportunity for the year of termination or (2) the highest annual bonus paid to the executive within the preceding three years. |

  86. POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS AND THE FOLEY DIRECTOR SERVICES AGREEMENT

    Definition: Cause. The definition of “Cause” in the Foley Director Services Agreement means conviction of, or pleading nolo contendere to, criminal or other illegal activities involving dishonesty, material breach of his director services agreement, or failure to materially cooperate with or impeding an investigation authorized by the Board. The definition of “Cause” in each of Messrs. Caswell, Gravelle and Sadowski’s employment agreement means persistent failure to perform duties consistent with a commercially reasonable standard of care, willful neglect of duties, conviction of, or pleading nolo contendere to, criminal or other illegal activities involving dishonesty, material breach of their employment agreement, or failure to materially cooperate with or impeding an investigation authorized by the Board. Definition: Good Reason. In general, the definition of “Good Reason” in each of Messrs. Foley, Caswell, Gravelle and Sadowski’s agreements means material diminution in the executive’s title; a material diminution of the executive or director’s contractual compensation; a material breach of any of our obligations under the employment agreement; or within six months immediately following a change of control: (i) a material adverse change in the executive’s status, authority or responsibility, (ii) material adverse change in the position to whom the executive or direct reports or to the executive or director’s service relationship as a result of such reporting structure change, or a material diminution in the authority, duties or responsibilities of the position to whom the executive or director reports, (iii) a material diminution in the budget over which the executive has managing authority; (iv) a relocation of the executive or director’s place of employment outside of Las Vegas, Nevada or (v) a material breach by the Company of its obligations under the agreements. Definition: Change of Control. The definition of “Change of Control” in each of Messrs. Foley, Caswell, Gravelle and Sadowski’s agreements includes (i) an acquisition by an individual, entity or group of more than 50% of our voting power; (ii) a merger in which we are not the surviving entity, unless our shareholders immediately prior to the merger hold more than 50% of the combined voting power of the resulting corporation after the merger; (iii) a reverse merger in which we are the surviving entity but in which more than 50% of the combined voting power is transferred to persons different from those holding the securities immediately prior to such merger; (iv) during any period of two consecutive years during the employment term, a change in the majority of our board, unless the changes are approved by two-thirds of the directors then in office; (v) a sale, transfer or other disposition of our assets that have a total fair market value equal to or more than 1/3 of the total fair market value of all of our assets immediately before the sale, transfer or disposition, other than a sale, transfer or disposition to an entity (a) which

  87. POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS AND THE FOLEY DIRECTOR SERVICES AGREEMENT

    | 71 | Cannae Holdings, Inc. |

  88. POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS AND THE FOLEY DIRECTOR SERVICES AGREEMENT

    immediately after the sale, transfer or disposition owns 50% of our voting stock or (b) 50% of the voting stock of which is owned by us after the sale, transfer or disposition; or (vi) our shareholders approve a plan or proposal for the liquidation or dissolution of our Company. The agreements also contain provisions relating to the excess parachute payment excise tax under Sections 280G and 4999 of the Internal Revenue Code. The agreements provide that if any payments or benefits to be paid to the named executive officer would be subject to the excise tax on excess parachute payments, then the executive may elect for such payments to be reduced to one dollar less than the amount that would constitute a “parachute payment” under Section 280G of the Internal Revenue Code. If the executive does not elect to have such payments reduced, the executive is responsible for payment of any excise tax resulting from such payments. None of the agreements provide for a gross-up payment for the excise tax.

  89. POTENTIAL PAYMENTS UNDER OUR OMNIBUS INCENTIVE PLAN

    POTENTIAL PAYMENTS UNDER OUR OMNIBUS INCENTIVE PLAN In addition to the post-termination rights and obligations set forth in the employment agreements of certain of our named executive officers, our omnibus incentive plan provides for the potential acceleration of vesting and/or payment of equity awards in connection with a change in control. Under our omnibus incentive plan, except as otherwise provided in a participant’s award agreement, upon the occurrence of a change in control any and all outstanding options and stock appreciation rights will become immediately exercisable, any restriction imposed on restricted stock, restricted stock units and other awards will lapse, and any and all performance shares, performance units and other awards with performance conditions will be deemed earned at the target level, or, if no target level is specified, the maximum level. For purposes of our omnibus incentive plan, the term “change in control” is defined as the occurrence of any of the following events:

  90. POTENTIAL PAYMENTS UNDER OUR OMNIBUS INCENTIVE PLAN

    | • | An acquisition by an individual, entity or group of 50% or more of our voting power (except for acquisitions by us or any of our employee benefit plans), |

  91. POTENTIAL PAYMENTS UNDER OUR OMNIBUS INCENTIVE PLAN

    | • | During any period of two consecutive years, a change in the majority of our board, unless the change is approved by two-thirds of the directors then in office, |

  92. POTENTIAL PAYMENTS UNDER OUR OMNIBUS INCENTIVE PLAN

    | • | A reorganization, merger, share exchange, consolidation or sale or other disposition of all or substantially all of our assets; excluding, however, a transaction pursuant to which we retain specified levels of stock ownership and board seats, or |

  93. POTENTIAL PAYMENTS UNDER OUR OMNIBUS INCENTIVE PLAN

    | • | Our shareholders approve a plan or proposal for our liquidation or dissolution. |

  94. ESTIMATED CASH PAYMENTS UPON TERMINATION OF EMPLOYMENT

    ESTIMATED CASH PAYMENTS UPON TERMINATION OF EMPLOYMENT The table below includes the cash severance amounts that would have been payable to our named executive officers with employment agreements in the event of a termination of employment by us not for cause, a termination by the executive for good reason or a termination due to death or disability. None of our executives would have received a cash termination payment if their employment had been terminated on December 31, 2025 for cause or without good reason by the executive. Our estimate of the cash severance amounts that would be provided to each executive assumes that their employment terminated on December 31, 2025. The severance amounts do not include a prorated 2025 annual incentive bonus since the

  95. ESTIMATED CASH PAYMENTS UPON TERMINATION OF EMPLOYMENT

    | Cannae Holdings, Inc. | 72 |

  96. ESTIMATED CASH PAYMENTS UPON TERMINATION OF EMPLOYMENT

    named executive officers would have been paid based on their service through the end of the year and therefore would have received the annual incentive whether or not the termination occurred.

  97. ESTIMATED CASH PAYMENTS UPON TERMINATION OF EMPLOYMENT

    | Reason for Payment | Caswell | Sadowski | Gravelle | Foley | | Termination by Company without Cause | $3,563,671 | $130,000 | $396,000 | $50,000 | | Termination by Executive for Good Reason | $3,563,671 | $130,000 | $396,000 | $50,000 | | Termination due to Death or Disability | $3,500,000 | $130,000 | $396,000 | $50,000 |

  98. ESTIMATED EQUITY PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    ESTIMATED EQUITY PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL The table below includes the estimated values of the Cannae restricted stock awards and units held by our named executive officers that would vest in the event of a termination of employment by us not for cause, a termination by the executive for good reason, a termination due to the death or disability of the executive, or a change in control, in each case assuming such event occurred on December 31, 2025. The amounts below were determined based upon the number of unvested shares of restricted stock held by each executive as of December 31, 2025 (as set forth in the Outstanding Equity Awards at Fiscal Year End table above), multiplied by $15.73 per share, which was the closing price of our common shares on December 31, 2025, the last trading day of the year. None of our named executive officers held any unvested stock options as of December 31, 2025.

  99. ESTIMATED EQUITY PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    | Reason for Payment | Caswell | Coy(1) | Sadowski | Gravelle | Foley | | Termination without Cause or by Executive for Good Reason | $7,987,251 | $— | $685,195 | $330,851 | $248,284 | | Death or Disability | $7,987,251 | $485,390 | $685,195 | $330,851 | $248,284 | | Change in Control | $7,987,251 | $935,899 | $685,195 | $330,851 | $248,284 |

  100. ESTIMATED EQUITY PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

    | 1. | Mr. Coy resigned as our Chief Financial Officer on June 10, 2026. The amounts shown for Mr. Coy assume a termination on December 31, 2025, as required, and do not reflect the arrangements entered into in connection with his resignation, under which we accelerated the vesting of 21,327 restricted shares and agreed to pay up to six months of base salary. |

  101. PEO PAY RATIO

    PEO PAY RATIO As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and Regulation S-K of the Exchange Act, we are providing the following information about the relationship of the 2025 annual total compensation of our principal executive officer and the median of the annual total compensation of our other employees, which we refer to as the PEO pay ratio. Our PEO pay ratio information is a reasonable good faith estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Mr. Caswell was the Company’s PEO as of December 31, 2025 and, in accordance with Instruction 10 of Item 402(u) of Regulation S-K, his compensation has been used in determining the PEO pay ratio for the Company. As of December 31, 2023, our employee population consisted of approximately 8,000 individuals working for Cannae. The vast majority of these employees are part-time restaurant employees. The median employee is a part-time employee in our Restaurant Group and was selected as described below. The Company’s median employee compensation as calculated in the manner described below was $43,423. The Company paid our principal executive officer, Mr. Caswell, $6,569,595 in compensation in fiscal year 2025. As a result, the ratio for 2025 was 151 to 1.

  102. PEO PAY RATIO

    | Cannae Holdings, Inc. | 74 |

  103. PEO PAY RATIO

    This information is being provided for compliance purposes. Neither the compensation committee nor the Manager used the pay ratio measure in making any compensation decisions. Methodology for Determining Our Median Employee. For purposes of the pay ratio disclosure, we are required to identify a median employee based on our entire workforce, without regard to their location, compensation arrangements, or employment status (full-time versus part-time). The median employee is determined by identifying the employee whose compensation is at the middle of the compensation of our employee population (excluding our principal executive officer). Under the pay ratio rules, we may retain the same median employee for up to three years for purposes of determining the ratio (unless the overall employee population or compensation programs change significantly). We previously selected December 31, 2023 as the date on which to identify our median employee for fiscal 2023 (such date, the “2023 Determination Date”). Since the 2023 Determination Date and through December 31, 2025, there have been no significant changes in the Company’s employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure and, accordingly, our pay ratio has been calculated utilizing the same methodology from the 2023 Determination Date. The following outlines the methodology, material assumptions, and estimates used to determine the median employee for 2023: Employee Population. We determined that, as of December 31, 2023, the date we selected to identify the median employee, our employee population consisted of approximately 8,000 individuals working for Cannae. The vast majority of these employees, including the median employee, are part-time restaurant employees. Compensation Measure Used to Identify the Median Employee. To identify the median employee, we selected base salary/wages and overtime pay, plus paid incentive bonus through December 31, 2023, as the compensation measure. In identifying the median employee, we annualized the compensation of any new hires in 2023 as if they were hired at the beginning of the fiscal year, as permitted by Securities Exchange Commission rules. As all of our employees are domiciled in the United States, we did not make any cost-of-living adjustments in identifying the median employee. Annual Total Compensation of Median Employee. The median of the annual total compensation of all employees (other than our principal executive officer), calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, was $43,423.

  104. PEO PAY RATIO

    | 75 | Cannae Holdings, Inc. |

  105. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our principal executive officer (PEO) and other NEOs and certain financial performance metrics of the Company. We are no longer externally managed. On May 12, 2025, the Management Services Agreement was terminated in its entirety as further described below. Prior to the transition our named executive officers (other than Mr. Gravelle) generally received most of their compensation from the Manager by virtue of being members of the Manager. Beginning in the year ended December 31, 2023, we began paying our named executive officers from the Company and our named executive officers generally began receiving most of their compensation from the Company. The following table does not reflect any interests of any of our named executive officers, as applicable, relating to fees paid to the Manager through the Management Fee and the MIP. For further information concerning the Company’s executive compensation philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the section entitled “Executive Compensation” in the Compensation Discussion and Analysis of this Proxy Statement.

  106. PAY VERSUS PERFORMANCE

    | 2025 PAY VERSUS PERFORMANCE TABLE | | | | | | | | | | | | | | | | | | | Value of $100 Investment Based on:4 | | | | | Year | Summary Comp Table Total for PEO #1 ($)1 | Comp Actually Paid to PEO #1 ($)1,2 | Summary Comp Table Total for PEO #2 ($)1 | Comp Actually Paid to PEO #2 ($)1,2 | Average Summary Comp Table Total for Non-PEO NEOs ($)3 | Average Comp Actually Paid to Non-PEO NEOs ($)4 | Total Shareholder Return (TSR) ($) | Peer Group Total Shareholder Return (TSR) ($)5 | Net Income (Loss) ($ in millions)6 | Total Shareholders’ Equity ($ in millions)6 | | 2025 | 6,569,595 | 4,144,627 | 21,377,529 | 21,265,464 | 638,421 | 395,412 | 37.33 | 175.80 | (513.2) | 1,023.8 | | 2024 | 39,384,688 | 36,314,761 | 2,000,000 | 2,000,000 | 2,949,084 | 2,803,103 | 45.72 | 171.66 | (304.6) | 1,836.5 | | 2023 | 1 | 1 | 389,833 | 389,833 | 1,598,255 | 1,554,765 | 44.07 | 126.80 | (313.4) | 2,324.5 | | 2022 | 762,749 | 762,749 | | | 419,403 | 367,883 | 46.65 | 91.32 | (428.1) | 2,718.8 | | 2021 | 2,028,114 | 1,979,862 | | | 760,923 | 731,833 | 79.40 | 121.97 | (287.0) | 3,335.3 |

  107. PAY VERSUS PERFORMANCE

    | 1. | Compensation information shown is based on the Company’s PEO(s) for the year presented. For 2025, PEO #1 was Mr. Caswell, who became CEO in May 2025 and PEO #2 was Mr. Foley, who served as CEO until Mr. Caswell’s appointment. For 2024, PEO #1 was Mr. Foley who became CEO in February 2024 and PEO #2 was Mr. Massey who served until Mr. Foley’s appointment. For 2023, PEO #1 was Mr. Massey who became CEO in February 2023 and PEO #2 was Mr. Ducommun who served until Mr. Massey’s appointment. For 2022 and 2021, PEO #1 was Mr. Ducommun who served as CEO beginning in January 2021 and there was no PEO #2 for 2022 or 2021. |

  108. PAY VERSUS PERFORMANCE

    | 2. | The dollar amounts reported in these columns represent the amount of “compensation actually paid” to our PEO or the average for our non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, adjustments were made to the total compensation of the PEOs and the other NEOs as a group for each year to reflect the change in fair value of stock-based compensation. Refer to “Compensation Actually Paid – Equity Adjustments” below for further detail. |

  109. PAY VERSUS PERFORMANCE

    | 3. | Compensation information shown represents the average compensation of the following named executive officers as a group (excluding the applicable PEO for that year): Messrs. Coy, Sadowski and Gravelle for 2025; Messrs. Caswell, Coy, Sadowski and Gravelle for 2024; Messrs. Caswell, Coy, Sadowski and Curley for 2023; Messrs. Massey, Coy and Gravelle for 2022 and 2021. Refer to Executive Compensation – Summary Compensation Table for additional information. |

  110. PAY VERSUS PERFORMANCE

    | 4. | Represents the value of a fixed $100 invested on December 31, 2020 in the Company’s stock or a basket of securities of our peer group, including reinvestment of dividends. |

  111. PAY VERSUS PERFORMANCE

    | Cannae Holdings, Inc. | 76 |

  112. PAY VERSUS PERFORMANCE

    | 5. | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. Peer group consists of the following companies: Artisan Partners Asset Management, Capital Southwest, Compass Diversified, Federated Hermes, GCM Grosvenor, Hamilton Lane, Hercules Capital, Main Street Capital, StepStone Group and Trinity Capital. The stock performance included in this table is not necessarily indicative of future stock price performance. |

  113. PAY VERSUS PERFORMANCE

    | 6. | Represents the Company’s net income (loss) and total shareholders’ equity as determined directly from the Company’s audited financial statements for the year presented. |

  114. PAY VERSUS PERFORMANCE

    Compensation Actually Paid – Equity Award Adjustments. The dollar amounts reported as “compensation actually paid” to our named executive officers in 2025 are computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our named executive officers during 2025. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to our PEO and non-PEO named executive officers’ total compensation for each year to determine the compensation actually paid:

  115. PAY VERSUS PERFORMANCE

    | PRINCIPAL EXECUTIVE OFFICER | | | | | | Year | Reported Summary Compensation Table Total for PEO ($) | Less: Reported Value of Equity Awards ($)1 | Equity Award Adjustment ($)1 | Compensation Actually Paid to PEO ($) | | 2025 (Caswell) | 6,569,595 | (4,753,000) | 2,328,032 | 4,144,627 | | 2025 (Foley) | 21,377,529 | (3,178,004) | 3,065,939 | 21,265,464 |

  116. PAY VERSUS PERFORMANCE

    | 1. | For Messrs. Caswell and Foley, the reported value of equity awards represents the total of the amounts reported in the Stock Awards column in the Summary Compensation Table for the applicable year. The equity award adjustments include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; and (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. The valuation assumptions used to calculate fair value were the same as those disclosed at the time of grant and are calculated in accordance with Accounting Standards Codification Topic 718. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  117. PAY VERSUS PERFORMANCE

    | Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Vest Date Fair Value of Equity Awards Granted and Vested in Year ($) | Total Equity Award Adjustments ($) | | 2025 (Caswell) | 3,932,500 | (1,604,468) | — | 2,328,032 | | 2025 (Foley) | 245,939 | — | 2,820,000 | 3,065,939 |

  118. PAY VERSUS PERFORMANCE

    | NON-PEO NAMED EXECUTIVE OFFICER | | | | | | Year | Reported Summary Compensation Table Average for Non- PEOs ($) | Less: Reported Value of Equity Awards ($)1 | Equity Award Adjustments ($)1 | Compensation Actually Paid – Average for Non- PEOs ($) | | 2025 | 638,421 | (191,661) | (51,348) | 395,412 |

  119. PAY VERSUS PERFORMANCE

    | 1. | The reported value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. The equity award adjustments for each applicable year include the addition (or |

  120. PAY VERSUS PERFORMANCE

    | 77 | Cannae Holdings, Inc. |

  121. PAY VERSUS PERFORMANCE

    | subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; and (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. The valuation assumptions used to calculate fair value were the same as those disclosed at the time of grant and are calculated in accordance with Accounting Standards Codification Topic 718. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  122. PAY VERSUS PERFORMANCE

    | Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Vest Date Fair Value of Equity Awards Granted and Vested in Year ($) | Total Equity Award Adjustments ($) | | 2025 | 154,448 | (205,796) | — | (51,348) |

  123. COMPENSATION ACTUALLY PAID AND PERFORMANCE MEASURES

    COMPENSATION ACTUALLY PAID AND PERFORMANCE MEASURES As described in greater detail in the section entitled “Executive Compensation” in the Compensation Discussion and Analysis, the Company’s executive compensation program reflects a core philosophy of compensating each executive officer based on their individual skill set, experience and ability to impact Company performance. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between the compensation actually paid to our named executive officers and the financial performance measures presented in the Pay Versus Performance Table. Cumulative Total Shareholder Return (TSR). The Company’s cumulative TSR over the five-year period presented in the table was (62.7)%. The cumulative TSR of the peer group presented for this purpose was 75.8% over the five years presented in the table. Over the five-year period presented in the table, the aggregate compensation actually paid to our PEOs changed from $1,979,862 in 2021 to $25,410,091 in 2025. The change was primarily attributable to one-time payments to Mr. Foley related to his transition from CEO to non-executive Vice Chairman of the Board which were derived from Mr. Foley’s prior employment agreement. From 2024 to 2025, our PEOs aggregate compensation as a group decreased from $38,314,761 to $25,410,091, or approximately 33.7%, compared to an 18.4% decrease in the Company’s TSR from 2024. While both 2024 and 2025 included one-time awards or transition payments, the decrease was greater than the Company’s change in TSR. The average compensation actually paid to our NEOs as a group (excluding our PEO) decreased by 46.0%, directionally consistent with the decrease in the Company’s cumulative TSR, over the five-year period. Net Income (Loss). The Company does not use net income (loss) as a performance measure in its overall executive compensation program. As noted above, there was an increase in the amount of compensation actually paid to our principal executive officers, and a decrease in the Company’s net income (loss) over the five years presented in the table. The compensation actually paid to our PEOs in 2025 was primarily attributable to one-time payments made to Mr. Foley related to his transition to non-executive Vice Chairman of the Board which were derived from Mr. Foley’s employment agreement. Between 2021 and 2025 the average compensation actually paid to our NEOs as a group (excluding our PEO) decreased by 46.0%, directionally consistent with the change in the Company’s net income (loss), over the five-year period.

  124. COMPENSATION ACTUALLY PAID AND PERFORMANCE MEASURES

    | Cannae Holdings, Inc. | 78 |

  125. COMPENSATION ACTUALLY PAID AND PERFORMANCE MEASURES

    Total Shareholders’ Equity. The Company does not focus on any company-wide financial performance metrics in determining our executive compensation. However, we believe linking executive compensation actually paid to our named executive officers to the Company’s total shareholder’s equity determined in accordance with GAAP best reflects the core tenets of our compensation programs because value realized on any of the Company’s businesses will ultimately be reflected in the Company’s net shareholders’ equity. As seen in the Pay Versus Performance Table, decreases in compensation actually paid to our PEOs through 2023 and to our NEOs as a group (excluding our PEO) from 2021 through 2025 generally aligned with decreases in total shareholders’ equity. The compensation actually paid to our PEOs in 2025 was primarily attributable to one-time payments made to Mr. Foley related to his transition to non-executive Vice Chairman of the Board and which were based on the provisions included in Mr. Foley’s employment agreement. Accordingly, such payments are generally uncorrelated to the Company’s total shareholders’ equity.

  126. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Prior to May 9, 2025, all non-employee directors received an annual cash retainer of $100,000. Effective May 9, 2025, the annual cash retainers for the Vice Chairman and Chairman of the Board were increased to $200,000 and $300,000, respectively. The chairman of the audit committee receives an additional annual leadership supplemental retainer of $50,000 and each member of the audit committee receives an additional annual fee of $25,000 for their service on the audit committee. The chairman of the compensation committee receives an additional annual leadership supplemental annual retainer of $20,000, and each member of the compensation committee receives an additional annual fee of $10,000 for their service on the committee. The chairman of the nominating and governance committee receives an additional annual leadership retainer of $15,000 and each member of the nominating and governance committee receives an additional annual fee of $10,000 for their service on the committee. The chairman of the Related Person Transaction Committee receives an additional annual leadership retainer of $50,000, and each member of the Related Person Transaction Committee receives an additional annual fee of $25,000 for their service on the committee. All annual retainers and committee fees paid to our directors for service on our Board or its committees are paid quarterly in arrears and our directors have the option to receive all or a portion of their fees in cash or Company stock. In 2025, Mr. Ammerman as the Chairman received an award of 23,453 time-based restricted shares with a value of approximately $375,000. Mr. Foley as the Vice Chairman received an award of 15,635 time-based restricted shares with a value of approximately $250,000. Messrs. Harris, Holland, Linehan, Martire, Moullet, Royan, Stallings, Tyler, Willey and Ms. Meinhardt as other non-employee directors each received an award of 7,818 time-based restricted shares with a value of approximately $125,000. Mmes. Aboelnaga Kanaan and Schaible commenced services in December 2025 and each received 4,616 time-based restricted shares with a value of approximately $75,000. All of these restricted stock awards were granted under our omnibus incentive plan and one-third of the award vests on each of the first three anniversaries of the date of grant, subject to continued service. On March 14, 2025, the Compensation Committee and Related Person Transaction Committee approved a change to the terms of the restricted stock awards granted to each of our

  127. DIRECTOR COMPENSATION

    | 79 | Cannae Holdings, Inc. |

  128. DIRECTOR COMPENSATION

    directors which provides that the outstanding and unvested restricted stock awards will become immediately vested if that director is not reelected by a vote of the Company’s shareholders. We also reimburse each of our directors for all reasonable out-of-pocket expenses incurred in connection with attendance at board and committee meetings, as well as with any director education programs they attend relating to their service on our Board.

  129. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth information concerning the compensation of our non-employee directors for the fiscal year December 31, 2025, except for Mr. Foley whose director compensation is included in the Summary Compensation Table above because he served as Chief Executive Officer of the Company until May 12, 2025.

  130. DIRECTOR COMPENSATION

    | Name | Fees Paid in Cash ($) 1 | Fees Paid in Stock ($) 2 | All Other Compensation ($) 3 | Total ($) | | Mona Aboelnaga Kanaan 4 | — | 75,010 | — | 75,010 | | Doug K. Ammerman | 94,986 | 507,500 | 1,456 | 603,942 | | Hugh R. Harris | 65,000 | 190,010 | 2,265 | 257,275 | | C. Malcolm Holland | 115,000 | 125,010 | 2,265 | 242,275 | | Mark D. Linehan | 125,000 | 125,010 | 2,265 | 252,275 | | Frank R. Martire | 75,000 | 150,010 | 2,265 | 227,275 | | Erika Meinhardt 5 | 67,500 | 192,510 | 6,131 | 266,141 | | Barry B. Moullet | 150,000 | 125,010 | 2,265 | 277,275 | | William Royan 6 | 44,876 | 125,010 | — | 169,886 | | Chérie L. Schaible 4 | — | 75,010 | — | 75,010 | | James B. Stallings Jr | 135,000 | 125,010 | 2,265 | 262,275 | | Woodrow Tyler 6 | 20,776 | 145,786 | — | 166,562 | | Frank P. Willey 5 | 125,000 | 125,010 | 6,131 | 256,141 |

  131. DIRECTOR COMPENSATION

    | 1. | Amounts include the cash portion of annual board and committee retainers paid for services as a director in 2025. |

  132. DIRECTOR COMPENSATION

    | 2. | Amounts shown for all directors represent the grant date fair value of restricted stock awards granted in 2025, computed in accordance with FASB ASC Topic 718. For all non-employee directors, these amounts include a grant date fair value of $15.99 with respect to awards of time-based restricted shares granted on November 12, 2025, except for Mmes. Aboelnaga Kanaan and Schaible whose shares were granted on December 15, 2025 and have a grant date fair value of $16.25, all of which vest over a period of three years from the grant date. As of December 31, 2025, our directors held restricted shares of our stock as follows: Ms. Aboelnaga Kanaan 4,616 shares; Mr. Ammerman 29,849 shares; Mr. Harris 11,898 shares; Mr. Holland 11,898 shares; Mr. Linehan 11,898 shares; Mr. Martire 11,898 shares; Ms. Meinhardt 11,898 shares; Mr. Moullet 11,898 shares; Mr. Royan 11,785 shares; Ms. Schaible 4,616 shares; Mr. Stallings 11,898 shares; Mr. Tyler 11,785 shares; and Mr. Willey 11,898 shares. In addition, the amounts include the value of the stock portion of annual board and committee retainers paid for services as a director in 2025. |

  133. DIRECTOR COMPENSATION

    | 3. | Represents the cash paid to directors for dividends on their restricted stock which vested in 2025. |

  134. DIRECTOR COMPENSATION

    | 4. | Commenced services in December 2025. |

  135. DIRECTOR COMPENSATION

    | 5. | Departed in December 2025. |

  136. DIRECTOR COMPENSATION

    | 6. | Commenced services in June 2025. |

  137. DIRECTOR COMPENSATION

    | Cannae Holdings, Inc. | 80 |

  138. DIRECTOR COMPENSATION

    PROPOSAL NO. 2:

  139. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS The number of our common shares beneficially owned by each individual or group is based upon information in documents filed by such person with the SEC, other publicly available information or information available to us. Percentage ownership in the following tables is based on 39,548,388 shares of our common stock outstanding plus outstanding restricted stock units which grant the holder pass-through voting rights over underlying shares, as applicable, as of October 27, 2026. Unless otherwise indicated, each of the shareholders has sole voting and investment power with respect to the shares of our common stock beneficially owned by that shareholder. The number of shares beneficially owned by each shareholder is determined under rules issued by the SEC.