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Item 2 — Management's Discussion and Analysis
Cannae Holdings, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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The statements contained in this Quarterly Report on Form 10-Q (this "Quarterly Report") that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including statements regarding our expectations, hopes, intentions or strategies regarding the future. All forward-looking statements included in this Quarterly Report are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "potential," "continue," or the negative of these terms or other comparable terminology. It is important to note that our actual results could vary materially from those forward-looking statements contained herein due to many factors, including but not limited to: changes in general economic, business and political conditions, including among others, consumer spending, business investment, government spending, the volatility and strength of the capital markets, investor and consumer confidence, foreign currency exchange rates, commodity prices, inflation levels, changes in trade policy, tariffs on goods, and supply chain disruptions; risks associated with the Investment Company Act of 1940; our potential inability to find suitable acquisition candidates, acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties in integrating acquisitions; significant competition that our operating subsidiaries face; and other risks detailed in the "Statement Regarding Forward-Looking Information," "Risk Factors" and other sections of our Annual Report on Form 10-K for the year ended December 31, 2025 (our "Annual Report") and other filings with the Securities Exchange Commission ("SEC").
Unless the context indicates otherwise, as used herein, the terms "we," "us," "our," "Cannae," or the "Company" refer collectively to Cannae Holdings, Inc., and its subsidiaries.
The following discussion should be read in conjunction with our Annual Report. For an additional description of our business, including descriptions of segments and recent business developments, see the discussion in Note A - Basis of Financial Statements and Note E - Segment Information to the Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report, which is incorporated by reference into this Part I, Item 2.
Seasonality, Macroeconomic Conditions and Other Business Trends
Restaurant Group. Recent years were a period of high inflation relative to long-term inflation expectations in the U.S. This inflationary environment primarily impacted the commodity and labor costs of our Restaurant Group. We have adjusted menu pricing to account for these cost increases to an extent, but will continue to balance the impact of inflationary pressures on our costs with the value proposition offered to customers, focusing on long-term profitability.
Average weekly sales per restaurant are typically higher in the first and second quarters than in other quarters, and we typically generate a disproportionate share of our earnings from operations in the first half of the year. Holidays, severe weather and other disruptive conditions may impact sales volumes seasonally in some operating regions.
We anticipate various macroeconomic factors will continue to drive uncertainty and instability, which could have a significant impact on the Company during fiscal 2026. These factors include, among others, consumer spending, business investment, government spending, the volatility and strength of the capital markets, investor and consumer confidence, foreign currency exchange rates, commodity prices, inflation levels, changes in trade policy, tariffs on goods, and supply chain disruptions. In light of increasing uncertainty in the markets we serve, we are unable to predict how long the current environment will last or the significance of the financial and operational impacts to us.
We are continuing to explore strategic alternatives related to our restaurant group as part of our portfolio transformation strategy.
Our revenues and operating income in future periods will continue to be subject to these and other factors that are beyond our control and, as a result, are likely to fluctuate.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with U.S. GAAP. The Critical Accounting Policies and Estimates disclosed in Item 7 of our Annual Report are hereby incorporated by reference. Other than as described below, there have been no changes to our critical accounting policies and estimates.
Investments in unconsolidated affiliates - impairment monitoring. On an ongoing basis, management monitors the Company's investments in unconsolidated affiliates to determine whether there are indications that the fair value of an investment may be other-than-temporarily below our recorded book value of the investment. Factors considered when determining whether a decline in the fair value of an investment is other-than-temporary, include but are not limited to: the length of time and the extent to which the market value has been less than book value, the financial condition and near-term prospects of the investee, and the intent and ability of the Company to retain its investment in the investee for a period of time sufficient to allow for any anticipated recovery in market value.
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As of June 30, 2026, the book value of our investment in Alight accounted for under the equity method of accounting is $71.1 million. Based on the closing stock price of Alight common shares as of June 30, 2026 and July 31, 2026, the fair value of our investment in Alight was $22.7 million and $34.4 million, respectively. While the fair value of our investment in Alight is currently below our book value as of June 30, 2026, the fair value has only been below book value for approximately six months. Though we do not currently believe our investment in Alight is other than temporarily impaired, because the fair value is below the book value of our investment as of June 30, 2026, further declines in fair value of the investment, deterioration in Alight's actual or forecasted results of operations or adverse changes in the U.S. macroeconomic environment could result in an impairment charge in future periods to record our asset at fair value.
Accounting for Income Taxes. We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and expected benefits of utilizing net operating loss ("NOL") and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates and laws on deferred taxes, if any, is applied to the years during which temporary differences are expected to be settled and reflected in the financial statements in the period enacted.
As of June 30, 2026, the Company has a net deferred tax asset of $1.0 million, which is primarily attributable to temporary differences for certain state income taxes, and a deferred tax liability of $1.9 million related to historical UK corporate taxes of Exeter. The Company continues to record a full valuation allowance on its US federal NOL carryforwards and certain other US deferred taxes related to our ownership interests where it is not more likely than not that the tax benefit will be realized. As of June 30, 2026, our federal valuation allowance was $151.6 million. Additionally, a state valuation allowance of $6.7 million has been recorded representing certain state NOLs where it is not more likely than not that the tax benefit of certain state NOLs will be realized before the NOLs in those certain states expire.
The Company’s prospective investment strategy, fluctuations in the fair market value of its ownership interests prior to any dispositions and other factors may influence the timing of reversals of deferred tax assets and liabilities and their ultimate impact on taxable income or loss, which could have an effect on the recoverability of deferred tax assets and our related valuation allowances. The Company will continue to monitor the recoverability of deferred tax assets on a quarterly basis and may need to adjust its valuation allowances on its net deferred tax asset in future periods.
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Results of Operations
Consolidated Results of Operations
Net Earnings (Loss). The following table presents certain financial data for the periods indicated:
Three months ended June 30, Six months ended June 30,
2026 2025 2026 2025
(In millions)
Revenues:
Restaurant revenue $ 92.0 $ 101.9 $ 183.9 $ 201.0
Other operating revenue 10.2 8.3 14.5 12.4
Total operating revenues 102.2 110.2 198.4 213.4
Operating expenses:
Cost of restaurant revenue 85.3 90.8 169.2 181.8
Personnel costs 12.9 36.2 24.1 50.4
Depreciation and amortization 2.4 3.0 5.0 6.1
Other operating expenses, including asset impairments 26.3 41.1 46.9 57.4
Goodwill impairment 32.1 — 32.1 —
Total operating expenses 159.0 171.1 277.3 295.7
Operating loss (56.8) (60.9) (78.9) (82.3)
Other income (expense):
Interest, investment and other income 3.5 4.8 5.6 6.2
Interest expense (1.2) (3.3) (3.5) (7.1)
Recognized gains (losses), net 82.8 (76.2) 75.6 (69.0)
Total other income (expense), net 85.1 (74.7) 77.7 (69.9)
Income (loss) before income taxes and equity in earnings (losses) of unconsolidated affiliates 28.3 (135.6) (1.2) (152.2)
Income tax expense (benefit) 1.7 (1.8) 2.2 18.4
Income (loss) before equity in earnings (losses) of unconsolidated affiliates 26.6 (133.8) (3.4) (170.6)
Equity in earnings (losses) of unconsolidated affiliates 1.8 (95.7) (4.0) (97.6)
Net income (loss) from continuing operations 28.4 (229.5) (7.4) (268.2)
Net loss from discontinued operations, net of tax — (11.0) — (87.3)
Net income (loss) 28.4 (240.5) (7.4) (355.5)
Less: Net loss attributable to non-controlling interests (9.1) (1.7) (12.8) (3.7)
Net income (loss) attributable to Cannae Holdings, Inc. common shareholders $ 37.5 $ (238.8) $ 5.4 $ (351.8)
For the Three Months Ended June 30, 2026 and 2025
The following is a discussion of the material fluctuations in our consolidated results of operations for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The material changes in revenues, expenses and pre-tax loss for the three months ended June 30, 2026 and 2025 are discussed in further detail at the segment level below.
Revenues
Restaurant sales including food and beverage sales, are net of applicable state and local sales taxes and discounts, and are recognized at a point in time as services are performed and goods are provided.
Other operating revenue consists of income generated by our resort operations, which includes sales of real estate, lodging rentals, food and beverage sales, and other income from various resort services offered. Revenue is recognized at a point in time upon closing of the sale of real estate or once goods and services have been provided and billed to the customer.
Expenses
Our operating expenses consist primarily of personnel costs, cost of restaurant revenue, other operating expenses, and depreciation and amortization.
Cost of restaurant revenue includes cost of food and beverage, primarily the costs of beef, groceries, produce, seafood, poultry and alcoholic and non-alcoholic beverages, net of vendor discounts and rebates, payroll and related costs and expenses directly relating to restaurant level activities, and restaurant operating costs including occupancy and other operating expenses at the restaurant level.
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Personnel costs include base salaries, commissions, benefits, stock-based compensation and bonuses paid to employees, and are one of our most significant operating expenses. Personnel costs that are directly attributable to the restaurant-level operations of the Restaurant Group are included in Cost of restaurant revenue.
Depreciation and amortization expense consists of our depreciation related to investments in property and equipment as well as amortization of intangible assets.
Other operating expenses include management fees, carried interest fees, professional fees, advertising costs, travel expenses and impairments of operating assets.
Recognized gains (losses)
Recognized gains (losses) changed $159.0 million, or 208.7%, in the three months ended June 30, 2026 compared to the corresponding period in 2025. The change in Recognized (losses) gains is discussed in further detail at the segment level below.
Pre-Tax Earnings (Loss)
Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates changed $163.9 million, or 120.9%, in the three months ended June 30, 2026 compared to the corresponding period in 2025.
Income Taxes
Income tax expense (benefit) was $1.7 million and $(1.8) million in the three-month periods ended June 30, 2026 and 2025, respectively. Our effective tax rate was 6.0% and 1.3% in the three months ended June 30, 2026 and 2025, respectively. Our effective tax rate fluctuates depending on our estimate of ultimate income tax liability and changes in the characteristics of net earnings, such as the weighting of operating income versus other income or earnings and losses of unconsolidated affiliates. The change in our effective tax rate in the three months ended June 30, 2026 compared to the corresponding period in 2025 is attributable to the varying impact of equity in losses of unconsolidated affiliates on income tax expense (benefit).
Equity in Earnings (Losses) of Unconsolidated Affiliates
Equity in earnings (losses) of unconsolidated affiliates for the three months ended June 30, 2026 and 2025, consisted of the following:
Three Months Ended June 30,
2026 2025
(In millions)
BKFC $ 10.5 $ (12.3)
JANA Partners 0.4 0.4
CSI (2.6) —
Watkins 0.5 (0.1)
Alight (0.8) (81.7)
JANA Fund (4.6) —
Other (1.6) (2.0)
Total $ 1.8 $ (95.7)
The equity in losses of Alight in the three months ended June 30, 2025 was primarily driven by the pickup of our ratable portion of Alight's goodwill impairment of $983.0 million. The change in net income or loss from our unconsolidated affiliates that are reportable segments is discussed in further detail at the segment level below.
For the Six Months Ended June 30, 2026 and 2025
The following is a discussion of the material fluctuations in our consolidated results of operations for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The material changes in revenues, expenses and pre-tax loss for the six months ended June 30, 2026 and 2025 are discussed in further detail at the segment level below.
Pre-Tax Earnings (Loss)
Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates changed $151.0 million, or 99.2%, in the six months ended June 30, 2026 compared to the corresponding period in 2025.
Income Taxes
Income tax expense was $2.2 million and $18.4 million in the six-month periods ended June 30, 2026 and 2025, respectively. Our effective tax rate was (183.3)% and (12.1)% in the six months ended June 30, 2026 and 2025, respectively. Our effective tax rate fluctuates depending on our estimate of ultimate income tax liability and changes in the characteristics of net earnings, such as the weighting of operating income versus other income or earnings and losses of unconsolidated affiliates. The change in our effective tax rate in the six months ended June 30, 2026 compared to the corresponding period in 2025 is
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primarily attributable to recording a valuation allowance recorded in the prior year period of $84.8 million and the varying impact of equity in losses of unconsolidated affiliates on income tax expense (benefit).
Equity in Losses of Unconsolidated Affiliates
Equity in losses of unconsolidated affiliates for the six months ended June 30, 2026 and 2025, consisted of the following:
Six months ended June 30,
2026 2025
(In millions)
BKFC $ 6.1 $ (22.7)
JANA Partners 0.8 2.8
CSI (2.6) 15.7
Watkins 3.3 (4.8)
Alight (2.9) (83.6)
JANA Fund (5.9) —
Other (2.8) (5.0)
Total $ (4.0) $ (97.6)
The equity in losses of Alight in the six months ended June 30, 2025 was primarily driven by the pickup of our ratable portion of Alight's goodwill impairment of $983.0 million.
Restaurant Group
The following table presents the results from operations of our Restaurant Group segment:
Three months ended June 30, Six months ended June 30,
2026 2025 2026 2025
(In millions)
Revenue
Restaurant revenue $ 92.0 $ 101.9 $ 183.9 $ 201.0
Total operating revenues 92.0 101.9 183.9 201.0
Operating expenses:
Cost of restaurant revenue 85.3 90.8 169.2 181.8
Personnel costs 4.5 4.1 8.8 8.2
Depreciation and amortization 1.7 2.5 3.7 4.9
Other operating expenses, including asset impairments 16.8 6.3 29.6 11.6
Goodwill impairment 32.1 — 32.1 —
Total operating expenses 140.4 103.7 243.4 206.5
Operating loss (48.4) (1.8) (59.5) (5.5)
Other (expense) income:
Interest expense (1.9) (1.6) (3.7) (3.1)
Recognized gains, net 1.1 — 0.8 0.2
Total other expense (0.8) (1.6) (2.9) (2.9)
Loss before income taxes and equity in losses of unconsolidated affiliates $ (49.2) $ (3.4) $ (62.4) $ (8.4)
For the Three Months Ended June 30, 2026
Total revenues for the Restaurant Group segment decreased $9.9 million, or 9.7%, in the three months ended June 30, 2026, compared to the corresponding period in 2025. The reduction in revenue is primarily attributable to approximately $4.1 million of incremental revenue included in the three months ended June 30, 2025 associated with O'Charley's store locations that were closed prior to the three months ended June 30, 2026 and a decline in comparable store sales.
Comparable Store Sales. One method we use in evaluating the performance of our restaurants is to compare sales results for restaurants period over period. A new restaurant is included in our comparable store sales figures starting in the first period following the restaurant's first seventy-eight weeks of operations. Changes in comparable store sales reflect changes in sales for the comparable store group of restaurants over a specified period of time. This measure highlights the performance of existing restaurants, as the impact of new restaurant openings is excluded. Comparable store sales for our O'Charley's and 99 Restaurants brands decreased by 13.1% and 4.0%, respectively, in the three months ended June 30, 2026 compared to the corresponding period in 2025. The decrease is primarily attributable to our O'Charley's and 99 Restaurants brands decrease in guest counts of 23.8% and 6.4%, respectively, partially offset by an increase in the average amount spent by guests each visit of
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14.0% and 2.6%, respectively. The decline in same store sales is an unfavorable trend reasonably likely to have a material unfavorable impact on future net sales and income from continuing operations.
Cost of restaurant revenue decreased directionally consistent with Restaurant revenue in the period. Cost of restaurant revenue as a percentage of Restaurant revenue was 92.7% and 89.1% in the three months ended June 30, 2026 and 2025, respectively.
Other operating expense for the Restaurant Group segment increased $10.5 million, or 166.7%, in the three months ended June 30, 2026, compared to the corresponding periods in 2025. The change is primarily attributable to a $11.7 million increase in non-cash impairments to property and equipment and lease assets of O'Charley's and 99 Restaurants.
Goodwill impairment for the Restaurant Group segment increased $32.1 million in the three months ended June 30, 2026, compared to the corresponding period in 2025. The Company determined that it was more likely than not that the fair value of its 99 Restaurants reporting unit was less than its carrying value. As such, the Company performed a quantitative goodwill impairment test as of June 30, 2026 which resulted in an associated goodwill impairment loss of $32.1 million.
For the Six Months Ended June 30, 2026
Total revenues for the Restaurant Group segment decreased $17.1 million, or 8.5%, in the six months ended June 30, 2026, compared to the corresponding period in 2025. The reduction in revenue is primarily attributable to approximately $7.9 million of incremental revenue included in the six months ended June 30, 2025 associated with O'Charley's store locations that were closed prior to the six months ended June 30, 2026 and a decline in comparable store sales.
Comparable Store Sales. Comparable store sales for our O'Charley's and 99 Restaurants brands decreased by 12.8% and 3.1%, respectively, in the six months ended June 30, 2026 compared to the comparable period in 2025. The decrease in 2026 is primarily attributable to O'Charley's and 99 Restaurants brands decrease in guest counts of 22.2% and 6.9%, respectively, partially offset by an increase in the average amount spent by guests each visit of 12.1% and 4.1%, respectively. The decline in same store sales is an unfavorable trend reasonably likely to have a material unfavorable impact on future net sales and income from continuing operations.
Cost of restaurant revenue decreased directionally consistent with Restaurant revenues. Cost of restaurant revenue as a percentage of Restaurant revenue was 92.0% and 90.4% in the six months ended June 30, 2026 and 2025, respectively.
Other operating expense for the Restaurant Group segment increased $18.0 million, or 155.2%, in the six months ended June 30, 2026, compared to the corresponding period in 2025. The change is primarily attributable to $20.2 million increase in non-cash impairment charges to property and equipment and lease assets of O'Charley's and 99 Restaurants.
Goodwill impairment for the Restaurant Group segment increased $32.1 million in the six months ended June 30, 2026, compared to the corresponding period in 2025. The Company determined that it was more likely than not that the fair value of its 99 Restaurants reporting unit was less than its carrying value. As such, the Company performed a quantitative goodwill impairment test as of June 30, 2026 which resulted in an associated goodwill impairment loss of $32.1 million.
Alight
As of June 30, 2026, we own approximately 7.7% of the outstanding common stock of Alight. We account for our ownership of Alight under the equity method of accounting; therefore, its results do not consolidate into ours.
Summarized statement of operations information for Alight for the relevant dates and time periods included in Equity in losses of unconsolidated affiliates in our Condensed Consolidated Statements of Operations is presented below.
Three Months Ended June 30, Six months ended June 30,
2026 2025 2026 2025
(In millions)
Total revenues $ 511.0 $ 528.0 $ 1,045.0 $ 1,076.0
Depreciation and amortization 105.0 100.0 209.0 201.0
Interest expense (24.0) (22.0) (48.0) (44.0)
Gross profit 142.0 176.0 298.0 347.0
Net loss from continuing operations (10.0) (1,073.0) (29.0) (1,090.0)
Net loss earnings from discontinued operations — (1.0) — (9.0)
Net loss attributable to Alight (10.0) (1,073.0) (29.0) (1,098.0)
Details relating to the results of operations of Alight (NYSE: "ALIT") can be found in its periodic reports filed with the SEC.
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Black Knight Football
As of June 30, 2026, we own approximately 42.4% of the ownership interest of Black Knight Football. We account for our ownership of BKFC under the equity method of accounting, and therefore its results do not consolidate into ours. We report our equity in the earnings or loss of BKFC on a three-month lag, and accordingly, our net loss for the three months ended June 30, 2026 and 2025 includes our equity in BKFC’s losses for the three and six months ended March 31, 2026 and 2025, respectively.
Summarized statement of operation information for Black Knight Football for the relevant dates and time periods included in Equity in losses of unconsolidated affiliates in our Condensed Consolidated Statements of Operations is presented below.
Three months ended March 31, Six months ended March 31,
2026 2025 2026 2025
(In millions)
Total revenues $ 88.7 $ 61.2 $ 166.7 $ 132.5
Depreciation and amortization 47.7 28.0 79.1 55.2
Interest expense 8.5 5.8 16.0 10.1
Operating loss (20.7) (23.7) (35.9) (36.8)
Earnings (losses) of unconsolidated affiliates — 2.3 (3.6) (3.1)
Net income (loss) attributable to BKFC 23.8 (26.1) 6.1 (47.5)
BKFC's total revenue is primarily attributable to Premier League media rights, matchday and sponsorship revenue earned by AFCB.
Total revenues for Black Knight Football increased $27.5 million, or 44.9%, and $34.2 million, or 25.8%, in the three and six months ended March 31, 2026, compared to the corresponding period in 2025, respectively. The change in revenue was primarily attributable to a $14.7 million and $21.4 million increase in Premier League revenue for the three and six months ended March 31, 2026, respectively, due to two additional home games played by AFCB during the current year period compared to prior year period along with an overall increase in the quantum of funds available from the Premier League. In addition, there was an increase in matchday and sponsorship revenue in the three and six months ended March 31, 2026, compared to the corresponding period in 2025 which is primarily attributable to the inclusion of consolidated results for AFCB, FCL, and MFC in the current period compared to the inclusion of only AFCB in the prior year periods. For the three and six months ended March 31, 2026, FCL added $6.1 million and MFC added $5.1 million and $8.6 million, respectively.
Depreciation and amortization for BKFC increased $19.7 million, or 70.4%, and $23.9 million or 43.3%, in the three and six months ended March 31, 2026, compared to the corresponding period in 2025, respectively. The increases are primarily attributable to AFCB and the increases in intangible assets for player registrations and property and equipment mainly for the new practice facility of $113.2 million, or 33.2%, and $39.4 million, or 60.9%, respectively, in the current year period compared to the prior year period.
Net income (loss) attributable to Black Knight Football changed $49.9 million, or 191.2%, and $53.6 million, or 112.8%, in the three and six months ended March 31, 2026, compared to the corresponding periods in 2025, respectively. The change was primarily attributable to an increase in player trading income of $46.2 million and $45.5 million in the three and six months ended March 31, 2026, compared to the corresponding periods in 2025, respectively.
JANA Partners
As of June 30, 2026, we own approximately 50.0% of the ownership interest of JANA Partners. We account for our ownership of JANA under the equity method of accounting, and therefore its results do not consolidate into ours. We report our equity in the earnings or loss of JANA Partners on a three-month lag, and accordingly, our net earnings (loss) for the three and six months ended June 30, 2026 and 2025 includes our equity in JANA’s earnings for the three and six months ended March 31, 2026, and 2025, respectively.
Summarized statement of operations information for JANA Partners for the relevant dates and time periods included in Equity in losses of unconsolidated affiliates in our Condensed Consolidated Statements of Operations is presented below.
Three months ended March 31, Six months ended March 31,
2026 2025 2026 2025
(In millions)
Total revenues $ 5.2 $ 5.8 $ 11.1 $ 25.7
Operating income 1.5 2.1 3.8 16.7
JANA's total revenue is primarily attributable to management fees earned from managing investment funds and performance fees earned which are calculated based on investment performance and various factors, including relative benchmarks, hurdles and preferred returns.
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Total revenues decreased $14.6 million or 56.8% in the six months ended March 31, 2026 relative to the corresponding period in 2025. The change in revenue was primarily attributable to investment performance and the timing of certain performance fees earned over a multi-year period.
Corporate and Other
The Corporate and Other segment consists of our share in the operations of certain controlled businesses and other equity ownership interests, activity of the corporate holding company, certain intercompany eliminations and taxes.
The following table presents the results from operations of our non-reportable Corporate and other segment:
Three months ended June 30, Six months ended June 30,
2026 2025 2026 2025
(In millions)
Revenues:
Other operating revenue $ 10.2 $ 8.3 $ 14.5 $ 12.4
Operating expenses:
Personnel costs 8.4 32.1 15.3 42.2
Depreciation and amortization 0.7 0.5 1.3 1.2
Other operating expenses 9.5 34.8 17.3 45.8
Total operating expenses 18.6 67.4 33.9 89.2
Operating loss (8.4) (59.1) (19.4) (76.8)
Other income (expense):
Interest, investment and other income 3.5 4.8 5.6 6.2
Interest expense 0.7 (1.7) 0.2 (4.0)
Recognized gains (losses), net 81.7 (76.2) 74.8 (69.2)
Total other income (expense) 85.9 (73.1) 80.6 (67.0)
Income (loss) before income taxes and equity in earnings (losses) of unconsolidated affiliates $ 77.5 $ (132.2) $ 61.2 $ (143.8)
For the Three Months Ended June 30, 2026
Personnel costs decreased $23.7 million, or 73.8%, in the three months ended June 30, 2026, compared to the corresponding period in 2025. The change in personnel costs was primarily driven by a prior year transition in executive management and related employment agreement which resulted in a $17.2 million cash payment and $8.3 million in accelerated stock vesting, partially offset by a slight decrease in compensation expense in the current year period.
Other operating expenses decreased $25.3 million, or 72.7%, in the three months ended June 30, 2026, compared to the prior year period in 2025. The change was primarily attributable to $17.3 million in management fees and $8.3 million in termination fees incurred in the prior year period associated with the Management Services Agreement Termination Agreement (the "MSA Termination Agreement") entered into in the second quarter of 2025, which accelerated fees incurred with our Former Manager.
Total operating expenses, excluding Brasada and certain intercompany eliminations ("corporate holding company expenses"), were $8.9 million and $58.8 million in the three months ended June 30, 2026 and 2025, respectively. The decrease in Corporate Holding Company Expenses of $49.9 million, or 85%, in the three months ended June 30, 2026, compared to the corresponding period in 2025, was primarily attributable to the decrease in personnel costs associated with the executive management transition and reduction in management fees described above, and reflects the Company's board and management focus on cost reduction.
Recognized gains (losses), net in our Corporate and Other segment consists of the following:
Three months ended June 30,
2026 2025
(In millions)
SpaceX fair value adjustments $ 83.4 $ —
Alight impairment — (59.1)
Put Right fair value adjustments 0.1 (13.2)
Paysafe fair value adjustments — (7.6)
Other fair value adjustments — (0.4)
Other, net (1.8) 4.1
Recognized gains (losses), net $ 81.7 $ (76.2)
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For the Six Months Ended June 30, 2026
Personnel costs decreased $26.9 million, or 63.7%, in the six months ended June 30, 2026, compared to the corresponding period in 2025. The change in personnel costs was primarily driven by a prior year transition in executive management and related employment agreement which resulted in a $17.2 million cash payment and $8.3 million in accelerated stock vesting, partially offset by a decrease in compensation expense in the current year period.
Other operating expenses decreased $28.5 million, or 62.2%, in the six months ended June 30, 2026 compared to the prior year period. The change was primarily attributable to the MSA Termination Agreement in the prior year which accelerated fees incurred with our Former Manager including $19.0 million in management fees and $9.9 million in termination fees.
Corporate Holding Company Expenses were $17.8 million and $74.9 million in the six months ended June 30, 2026 and 2025, respectively. The decrease in Corporate Holding Company Expenses of $57.1 million, or 76.2%, in the six months ended June 30, 2026, compared to the corresponding period in 2025, was primarily attributable to the decrease in personnel costs associated with the executive management transition and reduction in management fees described above and reflects the Company's board and management focus on cost reduction.
Recognized gains (losses), net in our Corporate and Other segment consists of the following:
Six months ended June 30,
2026 2025
(In millions)
SpaceX fair value adjustments $ 83.4 $ —
Put Right fair value adjustments (5.7) (13.2)
WineDirect transaction — 15.0
Alight impairment — (59.1)
Paysafe fair value adjustments — (11.0)
Other fair value adjustments — (7.2)
Other, net (2.9) 6.3
Recognized gains (losses), net $ 74.8 $ (69.2)
Discontinued Operations
As a result of the D&B Sale, the financial results of D&B have been reclassified to discontinued operations. See Note J to our Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report for further details on the amounts included in discontinued operations for all periods presented.
Liquidity and Capital Resources
Cash Requirements. Our short and long term cash requirements include management fees, personnel costs, other operating expenses, taxes, payments of interest and principal on our debt, capital expenditures, dividends on our common stock, and other potential business acquisitions or investments. On August 6, 2026, our Board declared cash dividends of $0.15 per share, payable on September 30, 2026, to Cannae common shareholders of record as of September 16, 2026. There are no restrictions on our retained earnings regarding our ability to pay dividends to stockholders. The declaration of any future dividends is at the discretion of our Board. Additional uses of cash flow beyond the foregoing over the short and long term are expected to include stock repurchases and debt repayments.
As of June 30, 2026, we had cash and cash equivalents of $70.4 million, of which $46.0 million was cash held by the corporate holding company. Subsequent to June 30, 2026, we received $90.0 million in cash proceeds from the sale of our investment in Watkins.
We continually assess our capital allocation strategy, including decisions relating to repurchasing our stock, paying dividends, reducing debt, and/or conserving cash. We believe that all anticipated cash requirements for current operations will be met from internally generated funds, cash dividends or distributions from subsidiaries and holdings, cash generated from short-term investments, potential sales of non-strategic assets, and borrowings on existing credit facilities. Our short-term and long-term liquidity requirements are monitored regularly to ensure that we can meet our cash requirements. We forecast the Company's liquidity needs and periodically review the short-term and long-term projected sources and uses of funds, as well as the asset, liability, investment and cash flow assumptions underlying such forecasts. As part of such forecasting, we actively manage the impact of rising interest rates on both our idle cash.
We are focused on evaluating our assets and investments as potential vehicles for creating liquidity. Our intent is to use that liquidity for general corporate purposes, including funding future investments, other strategic initiatives and/or conserving cash.
The Company is engaged in actively managing and operating a core group of operating companies. The Company accounts for many of its material holdings on an unconsolidated basis and therefore, a material portion of the cash inflow the Company generates is reported in cash flows from investing activities pursuant to GAAP. As a result of such accounting treatment, the
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Company expects to continue to generate a material portion of its cash inflow from activities classified as investing activities under GAAP and does not expect to generate positive operating cash flows on a regular basis. The cash requirements of the Company typically come from the activities classified as investing activities under GAAP as we receive distributions from unconsolidated affiliates and at times sell a portion or all of our investment in these various operating companies.
Cash Flows for the Six Months Ended June 30, 2026
Operating Cash Flow. Our cash flows used in operations for the six months ended June 30, 2026 and 2025 totaled $26.4 million and $12.5 million, respectively. The change in cash used in operations of $13.9 million is primarily attributable to $24.5 million of cash refunds of taxes in the 2025 period compared to the $1.2 million in the 2026 period, partially offset by management and termination fees paid to our Former Manager of $21.0 million in the 2025 period compared to $11.4 million in the 2026 period. See Footnote I for additional information on cash paid for income taxes, net of refunds and Footnote A for additional information on cash paid for management and termination fees.
Investing Cash Flows. Our cash flows (used in) provided by investing activities for the six months ended June 30, 2026 and 2025 were $(21.0) million and $77.5 million, respectively. The change in cash (used in) provided by investing activities of $98.5 million is primarily attributable to cash proceeds from our prior year sales of 10.0 million shares of D&B for $89.5 million and cash proceeds received of $13.6 million in the spin-off of WineDirect, Inc. compared to nominal sales of investments in the current year period. In addition, the Company made cash investments in BKFC of $25.0 million in the prior period and in the current period invested $14.6 million in BKFC and $9.6 million in Exeter.
Financing Cash Flows. Our cash flows used in financing activities for the six months ended June 30, 2026 and 2025 were $62.6 million and $129.8 million, respectively. The change in cash used in financing activities of $67.2 million is primarily attributable to $44.3 million of repurchases of treasury stock in the 2026 period compared to $111.5 million in the 2025 period.
Financing Arrangements. For a description of our financing arrangements, see Note G - Notes Payable included in Item 1 of Part I of this Quarterly Report, which is incorporated by reference into this Item 2 of Part I.
Seasonality. There have been no material changes to the seasonality experienced in our businesses from those described for the period as of and for the year ended December 31, 2025 included in our Annual Report.
Contractual Obligations. Our long-term contractual obligations generally include our credit agreements and other debt facilities, lease payments and financing obligations on certain of our premises and equipment, purchase obligations of the Restaurant Group and payments to our Former Manager.
Operating lease payments include the expected future rent payments of the Company and its operating subsidiaries, primarily for the Restaurant Group. The operating leases are accounted for pursuant to ASC 842 Leases.
Purchase obligations include agreements to purchase goods or services that are enforceable, are legally binding and specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. The Restaurant Group has unconditional purchase obligations with various vendors, primarily related to food and beverage obligations with fixed commitments in regard to the time period of the contract and the quantities purchased with annual price adjustments that can fluctuate. Future purchase obligations are estimated by assuming historical purchase activity over the remaining, non-cancellable terms of the various agreements. For agreements with minimum purchase obligations, at least the minimum amounts we are legally required to purchase are included. These agreements do not include fixed delivery terms. We used both historical and projected volume and pricing as of June 30, 2026 to determine the amount of these obligations.
As of June 30, 2026, our required future payments relating to these contractual obligations were as follows:
2026 2027 2028 2029 2030 Thereafter Total
(In millions)
Operating lease payments $ 12.1 $ 23.4 $ 21.2 $ 18.0 $ 15.9 $ 90.0 $ 180.6
Unconditional purchase obligations 22.3 8.4 3.1 — — — 33.8
Notes payable 5.4 13.8 — — 47.5 3.2 69.9
Fees payable to Former Manager 5.5 — — — — — 5.5
Restaurant Group financing obligations 0.2 0.4 0.3 0.3 — — 1.2
Total $ 45.5 $ 46.0 $ 24.6 $ 18.3 $ 63.4 $ 93.2 $ 291.0
Capital Stock Transactions. On March 24, 2025, our Board authorized a new stock repurchase program (the "2025 Repurchase Program"), under which the Company may repurchase up to 10.0 million shares of its common stock. Such repurchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions. The 2025 Repurchase Program does not obligate us to acquire any specific number of shares and may be suspended or terminated at any time. The 2025 Repurchase Program does not supersede or impact the repurchase capacity under the prior authorizations. During the three months ended June 30, 2026, we repurchased a total of 2,242,500 shares of Cannae common stock for approximately $29.1 million in the aggregate, or an average of $12.99 per share under the 2025 Repurchase program. During the six months ended June 30, 2026, we repurchased a total of 3,427,500 shares of Cannae common stock for approximately
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$44.3 million in the aggregate, or an average of $12.94 per share under the 2025 Repurchase program. Since the original commencement of the 2025 Repurchase Program through market close on August 7, 2026, we have repurchased a total of 8,128,413 shares of Cannae common stock for approximately $124.9 million in the aggregate, or an average of $15.36 per share. As of the date of this Quarterly Report, there are 1,871,587 shares available for repurchase under the 2025 Repurchase Program.
On March 9, 2026, our Board authorized a new stock repurchase program (the "2026 Repurchase Program"), under which the Company may repurchase up to 10.0 million shares of its common stock. Such repurchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions. The 2026 Repurchase Program does not obligate us to acquire any specific number of shares and may be suspended or terminated at any time. The 2026 Repurchase Program does not supersede or impact the repurchase capacity under the prior authorizations. We have not made any purchases under the 2026 Repurchase Program. As of the date of this Quarterly Report, there are 10.0 million shares available for repurchase under the 2026 Repurchase Program.