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Cannae Holdings, Inc. (CNNE)

CIK: 0001704720. SIC: 5810 Retail-Eating & Drinking Places. Latest 10-K as of: 2026-03-02.

SIC breadcrumb: Retail Trade > Eating And Drinking Places > SIC 5810 Retail-Eating & Drinking Places

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1704720. Latest filing source: 0001704720-26-000045.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue423,600,000USD20252026-03-02
Net income-513,200,000USD20252026-03-02
Assets1,320,700,000USD20252026-03-02

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-02. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001704720.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric2016201720182019202020212022202320242025
Revenue1,178,400,0001,156,600,0001,147,500,0001,070,000,000742,200,000662,100,000570,000,000452,500,000423,600,000
Net income-12,400,000108,800,00027,600,00077,300,0001,786,200,000-287,000,000-428,100,000-313,400,000-304,600,000-513,200,000
Operating income-2,200,000-77,500,000-145,800,000-117,600,000-188,500,000-133,500,000-144,600,000-118,900,000-103,700,000-119,600,000
Diluted EPS-0.181.540.391.0720.79-3.19-5.25-4.27-4.73-9.08
Operating cash flow60,300,000-90,700,000-22,900,000-84,200,000-113,900,000-176,100,000-205,100,000-87,800,000-90,100,000-18,100,000
Capital expenditures40,100,00015,900,00028,300,00022,300,00013,700,00014,300,00010,000,0007,000,00010,400,000
Dividends paid0.000.0022,400,00030,500,000
Share buybacks0.000.004,900,00014,400,000160,200,000229,500,000113,200,000231,400,000319,700,000
Assets1,473,300,0001,487,200,0001,459,500,0002,092,200,0004,613,400,0003,889,600,0003,125,500,0002,686,700,0002,228,900,0001,320,700,000
Liabilities463,500,000334,100,000259,800,000562,400,000828,200,000548,500,000410,600,000377,500,000413,600,000329,800,000
Stockholders' equity893,500,0001,059,400,0001,124,600,0001,488,500,0003,779,600,0003,335,300,0002,718,800,0002,324,500,0001,836,500,0001,023,800,000
Cash and cash equivalents141,700,000245,600,000315,700,000533,700,000724,700,00085,800,000247,700,000106,200,000131,500,000182,000,000
Free cash flow-130,800,000-38,800,000-112,500,000-136,200,000-189,800,000-219,400,000-97,800,000-97,100,000-28,500,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric2016201720182019202020212022202320242025
Net margin-1.05%9.41%2.41%7.22%-38.67%-64.66%-54.98%-67.31%-121.15%
Operating margin-0.19%-6.70%-12.71%-10.99%-17.99%-21.84%-20.86%-22.92%-28.23%
Return on equity-1.39%10.27%2.45%5.19%47.26%-8.60%-15.75%-13.48%-16.59%-50.13%
Return on assets-0.84%7.32%1.89%3.69%38.72%-7.38%-13.70%-11.66%-13.67%-38.86%
Liabilities / equity0.520.320.230.380.220.160.150.160.230.32
Current ratio1.711.402.823.184.180.682.531.651.342.07

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-11. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001704720.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-30-3.15reported discrete quarter
2022-Q32022-09-300.69reported discrete quarter
2023-Q12023-03-31-0.05reported discrete quarter
2023-Q22023-06-30152,800,000-87,200,000-1.16reported discrete quarter
2023-Q32023-09-30143,600,000-157,300,000-2.18reported discrete quarter
2023-Q42023-12-31119,300,000-64,800,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-31110,700,000-89,900,000-1.27reported discrete quarter
2024-Q22024-06-30118,000,000-155,000,000-2.49reported discrete quarter
2024-Q32024-09-30113,900,000-13,600,000-0.22reported discrete quarter
2024-Q42024-12-31109,900,000-46,100,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-31103,200,000-113,000,000-1.81reported discrete quarter
2025-Q22025-06-30110,200,000-238,800,000-3.93reported discrete quarter
2025-Q32025-09-30106,900,000-68,400,000-1.25reported discrete quarter
2025-Q42025-12-31103,300,000-93,000,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-3196,200,000-32,100,000-0.70reported discrete quarter

Quarterly Charts

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001704720-26-000107.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-11. Report date: 2026-03-31.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

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 and Macroeconomic Conditions

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 March 31, 2026, the book value of our investment in Alight accounted for under the equity method of accounting is $71.6 million. Based on the closing stock price of Alight common shares as of March 31, 2026, the fair value of our investment in Alight was $23.5 million. While the fair value of our investment in Alight is currently below our book value as of March 31, 2026, the fair value has only been below book value for less than three 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 March 31, 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 impact of changes 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 March 31, 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. The Company continues to record a full valuation allowance on its federal NOL carryforwards and certain other deferred taxes related to our ownership interests where it is not more likely than not that the tax benefit will be realized. As of March 31, 2026, our federal valuation allowance was $171.5 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 March 31,

2026

2025

(In millions)

Revenues:

Restaurant revenue

$

91.9 

$

99.1 

Other operating revenue

4.3 

4.1 

Total operating revenues

96.2 

103.2 

Operating expenses:

Cost of restaurant revenue

83.9 

91.0 

Personnel costs

11.2 

14.2 

Depreciation and amortization

2.6 

3.1 

Other operating expenses, including asset impairments

20.6 

16.3 

Total operating expenses

118.3 

124.6 

Operating loss

(22.1)

(21.4)

Other income (expense):

Interest, investment and other income

2.1 

1.4 

Interest expense

(2.3)

(3.8)

Recognized (losses) gains, net

(7.2)

7.2 

Total other (expense) income, net

(7.4)

4.8 

Loss before income taxes and equity in losses of unconsolidated affiliates

(29.5)

(16.6)

Income tax expense

0.5 

20.2 

Loss before equity in losses of unconsolidated affiliates

(30.0)

(36.8)

Equity in losses of unconsolidated affiliates

(5.8)

(1.9)

Net loss from continuing operations

(35.8)

(38.7)

Net loss from discontinued operations, net of tax

— 

(76.3)

Net loss

(35.8)

(115.0)

Less: Net loss attributable to non-controlling interests

(3.7)

(2.0)

Net loss attributable to Cannae Holdings, Inc. common shareholders

$

(32.1)

$

(113.0)

For the Three Months Ended March 31, 2026 and 2025 

The following is a discussion of the material fluctuations in our consolidated results of operations for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The material changes in revenues, expenses and pre-tax loss for the three months ended March 31, 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

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2026-03-02. Report date: 2025-12-31.

Item 7.      Management's Discussion and Analysis of Financial Condition and Results of Operations

For a description of our business, including descriptions of segments and recent business trends, see the discussion under Business in Item 1 of Part I of this Annual Report, which is incorporated by reference into this Part II, Item 7 of this Annual Report. The following discussion should also be read in conjunction with the Consolidated Financial Statements and the Notes thereto included in Item 8 of Part II of this Annual Report.

Recent Developments

Dun & Bradstreet

On March 24, 2025, Dun & Bradstreet ("D&B") entered into a definitive agreement to be acquired by Clearlake Capital Group, L.P. (the "D&B Sale"). Under the terms of the agreement, D&B shareholders received $9.15 in cash for each share of common stock they own upon closing of the D&B Sale.

In conjunction with the D&B Sale, Cannae entered into a Voting and Support Agreement with Dun & Bradstreet pursuant to which Cannae agreed to vote the 69,048,691 shares of D&B common stock, par value $0.0001 per share, for which the Company was then the beneficial owner (the "Owned Shares") in favor of the D&B Sale. Pursuant to the Voting and Support Agreement, the Company also agreed not to take certain actions, including (i) tendering any Owned Shares into any tender or exchange offer, (ii) transferring any Owned Shares (subject to certain exceptions), (iii) granting any proxies or powers of attorney or (iv) taking any action that would make any representation or warranty by the Company contained in the Voting and Support Agreement untrue or incorrect in any material respect or have the effect of preventing or disabling the Company from performing its obligations under the Voting and Support Agreement in any material respect. Under the Voting and Support Agreement, the Company was permitted to sell up to 10.0 million of the Owned Shares prior to completion of the D&B Sale or termination of the merger agreement entered into by D&B related to the D&B Sale in accordance with its terms.

As a result of the D&B Sale, we present our investment in Dun & Bradstreet as a discontinued operation in our Consolidated Financial Statements as of and for the year ended December 31, 2025 and all prior periods have been recast to reflect our investment in D&B as a discontinued operation and held for sale. See Note Q - Discontinued Operations for further discussion of our accounting for our ownership interest in D&B.

During the second quarter, we sold 10.0 million shares of common stock of D&B, and Cannae received proceeds of $89.5 million. On August 26, 2025, the D&B Sale closed, and Cannae completed the disposition of its remaining ownership interests in Dun & Bradstreet, Inc. for aggregate proceeds of $540.3 million in cash in exchange for our remaining 59,048,691 shares of common stock (the "D&B Disposition"). Following the consummation of the D&B Disposition and as of December 31, 2025, Cannae no longer has any ownership interest in D&B.

JANA

On May 12, 2025, Cannae entered into an agreement to acquire an additional 30% ownership interest in JANA Partners (the "JANA Investment") in exchange for an upfront payment of $67.5 million and potential further payments aggregating to $26.0 million if JANA Partners achieves certain assets under management thresholds (the "JANA Contingent Consideration"). The transaction closed on September 2, 2025 and as of December 31, 2025, the Company has a 50.0% total ownership interest in JANA Partners.

On September 2, 2025, Cannae invested an additional $30.0 million into the JANA Fund. We previously accounted for our investment in the JANA Fund as an equity security without a readily determinable fair value. Due to our incremental investment in the JANA Fund and JANA Partners, as of September 30, 2025, we began accounting for our ownership interest in the JANA Fund as an unconsolidated affiliate using the equity method of accounting and record our ratable share of the JANA Fund's net income or loss on a three-month lag.

Black Knight Football

During the year ended December 31, 2025, we invested $50.0 million in BKFC and as of December 31, 2025, we held a 44.7% ownership interest. In January 2026, BKFC purchased the remaining 60% equity interest in FC Lorient ("FCL") for total consideration of $70.3 million including cash of $40.7 million and stock of BKFC of $29.6 million and as a result of this transaction we now hold a 42.7% ownership interest in BKFC.

Paysafe

In November 2025, we sold approximately 2.5 million shares of common stock of Paysafe for $16.5 million which will generate expected tax savings for the Company as the sale resulted in an $87.3 million tax loss which the Company will use to offset capital gains realized in 2025 and to carry back the excess losses to utilize against excess capital gains realized in prior years. As of December 31, 2025, Cannae no longer has any ownership interest in the common stock of Paysafe.

Other Developments

In January 2025, WineDirect, Inc. completed the spin-off of its fulfillment division as WineDirect Fulfillment, LLC

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("Fulfillment") and sold its E-commerce division (the "WD Transaction"). As a result of the WD Transaction, we received $20.4 million in proceeds including $13.6 million of cash and a 21.6% ownership interest in Fulfillment valued at $6.8 million. We recorded a new investment in Fulfillment of $6.8 million in Investments in unconsolidated affiliates in our Condensed Consolidated Balance Sheet and a $15.0 million gain which is included in Recognized gains, net on our Condensed Consolidated Statement of Operations for the year ended December 31, 2025.

On May 12, 2025, Cannae, Cannae LLC and the Manager (Cannae, Cannae LLC and the Manager collectively, the "Parties"), entered into that certain Management Services Agreement Termination Agreement (the "MSA Termination Agreement"). As previously disclosed, on February 26, 2024, the Parties entered into that certain Third Amended and Restated Management Services Agreement among the Parties (the "MSA"), which provided for a termination of the MSA by the Company effective June 30, 2027, unless terminated earlier by the Company. The MSA Termination Agreement terminated the MSA in its entirety as of May 12, 2025 without any further obligations or liabilities other than certain obligations relating to the continued indemnification and limitation on liability and the remaining obligations of the Company and/or Cannae LLC, as applicable, to pay the Manager: (i) an amount of $0.6 million in each month from May to December 2025, representing each of the unpaid monthly Management Fees (as defined in the MSA) that would have been due to the Manager through December 31, 2025; (ii) on January 1, 2026, $11.4 million, representing the aggregate remaining unpaid monthly Management Fees that would have been due to the Manager from January 1, 2026 through June 30, 2027; (iii) on July 1, 2025, $6.7 million, representing the second installment of the unpaid Termination Fees (as defined in the MSA) that would have been due to the Manager on such date; and (iv) on July 1, 2026, $6.6 million, representing the final installment of the unpaid Termination Fees (as defined in the MSA) that would have been due to the Manager on July 1, 2026.

On May 12, 2025, Mr. Foley transitioned from his roles as Chief Executive Officer, Chief Investment Officer and Chairman of the Board of the Company and now serves as the Board's non-executive Vice Chairman pursuant to a director services agreement (the "DSA"). Doug Ammerman was appointed as Chairman of the Board and Ryan R. Caswell, the Company’s former President, now serves as the Company’s Chief Executive Officer, also effective as of May 12, 2025. In connection with the change in Mr. Foley's employment and as described in Mr. Foley’s original employment agreement, Mr. Foley received a lump-sum payment of $17.2 million, and all of Mr. Foley’s outstanding but unvested equity awards were accelerated in the second quarter of 2025.

The following dividends were declared by our Board in 2025:

Declaration Date

Record Date

Payment Date

Dividends Per Share

February 24, 2025

March 17, 2025

March 31, 2025

$0.12

May 8, 2025

June 16, 2025

June 30, 2025

$0.12

August 7, 2025

September 16, 2025

September 30, 2025

$0.15

November 4, 2025

December 17, 2025

December 31, 2025

$0.15

Subsequent to December 31, 2025, the Board declared cash dividends of $0.15 per share, payable on March 31, 2026, to Cannae common shareholders of record as of March 17, 2026.

Related Party Transactions 

Our financial statements for all years presented reflect transactions with our Manager and certain members of our Board. See Note O - Related Party Transactions to the Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for further discussion.

Critical Accounting Policies and Estimates 

Our consolidated financial statements are prepared in accordance with U.S. GAAP. See Note A - Basis of Financial Statements to the Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for discussion of all our significant accounting policies.

The accounting policies and estimates described below are those we consider critical in preparing our Consolidated Financial Statements. Management is required to make estimates and assumptions that can affect the reported amounts of assets and liabilities and disclosures with respect to contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates.

Investments in unconsolidated affiliates - applicability of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 323. Investments in unconsolidated affiliates are recorded using the equity method of accounting. If an investor does not possess a controlling financial interest over an investee but has the ability to exercise significant influence over the investee’s operating and financial policies, the investor must account for such an investment under the equity method of accounting. For investments in common stock or in-substance common stock of an investee, which

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an investor does not control, the general but rebuttable presumption exists that an ownership of greater than 20% of the outstanding common stock of an investee indicates the investor has significant influence. For investments in partnerships and similar entities for which an investor does not control, equity method of accounting for the investment is generally required unless the investor's interest is so minor that the investor has virtually no influence.

In the ordinary course of our business, we make investments in companies that provide us with varying degrees of control and influence over the underlying investees through our level of ownership of the outstanding equity of the investee, participation in management of the investee, participation on the board of directors of the investee, and/or legal agreements with other investors with control implications. As a result, our analysis of the appropriate accounting for our various ownership interests often requires judgment regarding the level of control, significant influence or lack thereof the Company has over each investee. If we are required to account for certain of our ownership interests in which we have concluded the Company has significant influence resulting in the application of the equity method of accounting at fair value, the impact of such change could significantly impact the Company's Consolidated Financial Statements.

As of December 31, 2025, we held less than 20% of the outstanding common equity of Alight but we account for our ownership under the equity method because we exert significant influence: (i) through, and in connection with, our 7.7% ownership, (ii) because certain of our directors serve on Alight's board of directors, and (iii) because we are party to an agreement with Alight pursuant to which we have the ability to appoint or be consulted on the election of certain of the directors of Alight.

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.

As of June 30, 2025, the book value of our investment in Alight accounted for under the equity method of accounting was $288.2 million, prior to any impairment. Based on the closing stock price of Alight common shares as of June 30, 2025, the fair value of our investment in Alight was $229.1 million. The fair value measurement is considered a level 1 fair value measure. Due to the quantum of the decrease in the fair market value of our ownership interest subsequent to our acquisition paired with the fact that the fair value has been below our book value for an extended period of time, exceeding one year, management determined the decrease in value of our investment in Alight was other-than-temporary as of June 30, 2025. Accordingly, we recorded an impairment in our investment of Alight of $59.1 million which is included in Recognized (losses) gains, net, on our Consolidated Statement of Operations for the year ended December 31, 2025.

As of December 31, 2025, the fair value of our ownership interest in Alight based on quoted market prices was $78.9 million and the book value of our recorded asset for Alight was $73.8 million. Although our interest in Alight is not impaired as of December 31 ,2025 because the fair value is above the book value of our interest in Alight, sustained declines in fair value of the interest, deterioration in Alight's actual or forecasted results of operations or adverse changes in the US 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 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 impact of changes 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 December 31, 2025, we had a net deferred tax asset of $0.6 million, which is primarily attributable to temporary differences for certain state income taxes. In the year ended December 31, 2025, we recorded an additional valuation allowance of $108.8 million which was primarily attributable to the Company's remaining federal tax assets. In 2025, we recognized tax losses through sales of all or a portion of our interests in D&B, Paysafe, System1, Inc. ("System1") and Sightline Payment Holdings, LLC ("Sightline"), which increased our tax receivable as of December 31, 2025 as we expect to carry such losses back to prior year returns with excess capital gains. Following these transactions, we determined it was uncertain whether we would be able to use the Company's remaining deferred tax assets primarily attributable to temporary book-tax differences on our unconsolidated affiliates and equity securities. One of the factors used in assessing the need for a valuation allowance on net deferred tax assets is whether a company is in a three-year cumulative book loss position and for the three years ended December 31, 2025, the Company was in a cumulative book loss position. As of December 31, 2025, the Company has a federal valuation allowance of $155.3 million representing a full valuation allowance on our federal deferred taxes where it is not more likely than not that the tax benefit will be realized. Additionally, the Company has a state valuation allowance of

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$6.3 million 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.

Refer to Note L - Income Taxes to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for further discussion of our accounting for income taxes.

Recent Accounting Pronouncements 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), which requires consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2024. The guidance is to be applied on a prospective basis, though retrospective application is permitted. We have adopted this ASU which resulted in additional disclosures in our consolidated financial statements. Refer to Note L - Income Taxes to our Consolidated Financial Statements included in Item 8 Part II of this Annual Report for further discussion of our income tax disclosures.

In January 2025, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires public business entities to disaggregate specific expenses in a tabular presentation. This includes purchases of inventory, employee compensation, depreciation, and other relevant expense captions on the face of the income statement. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The guidance is to be applied on a prospective basis, though retrospective application is permitted. We do not expect the adoption of this authoritative guidance to have a material impact on our consolidated financial statements.

Certain Factors Affecting Comparability 

Year ended December 31, 2025. On March 24, 2025, D&B entered into a definitive agreement to be acquired by Clearlake Capital Group, L.P. (the "D&B Sale"). As a result of the D&B Sale, we present our investment in Dun & Bradstreet as a discontinued operation in our Condensed Consolidated Financial Statements as of and for the twelve months ended December 31, 2025 and all prior periods have been recast to reflect our investment in D&B as a discontinued operation and held for sale.

Year ended December 31, 2024. On March 20, 2024, Alight entered into a definitive agreement to sell its professional services segment and its payroll and human capital management outsourcing businesses (the "Payroll & Professional Services Business"). The transaction closed on July 12, 2024. Beginning with the quarter ended March 31, 2024, Alight began accounting for the assets and liabilities of the disposed businesses as held for sale and its operating results as discontinued operations. Accordingly, Alight's results presented for the periods ended December 31, 2023 have been retrospectively revised to reflect the Payroll & Professional Services Business as held for sale and discontinued operations.

Year ended December 31, 2023. In the year ended December 31, 2023, the Restaurant Group undertook a project to renegotiate or terminate leases and close O'Charley's stores with unfavorable store-level cash flow profiles. Through this process they closed 77 O'Charley's stores in the year ended December 31, 2023.

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Results of Operations

 Consolidated Results of Operations

     Net earnings.  The following table presents certain financial data for the years indicated:

Year ended December 31,

2025

2024

2023

(In millions)

Revenues:

Restaurant revenue

$

390.5 

$

419.6 

$

536.0 

Other operating revenue

33.1 

32.9 

34.0 

Total operating revenues

423.6 

452.5 

570.0 

Operating expenses:

Cost of restaurant revenue

358.0 

371.2 

474.9 

Personnel costs

73.8 

78.4 

52.1 

Depreciation and amortization

11.9 

13.3 

19.0 

Other operating expenses, including asset impairments

99.5 

93.3 

142.9 

Total operating expenses

543.2 

556.2 

688.9 

Operating loss

(119.6)

(103.7)

(118.9)

Other income (expense):

Interest, investment and other income

10.1 

4.6 

13.6 

Interest expense

(11.9)

(11.6)

(17.9)

Recognized losses, net

(69.1)

(140.9)

(77.2)

Total other expense

(70.9)

(147.9)

(81.5)

Loss before income taxes and equity in losses of unconsolidated affiliates

(190.5)

(251.6)

(200.4)

Income tax expense (benefit)

13.0 

3.3 

(71.5)

Loss before equity in losses of unconsolidated affiliates

(203.5)

(254.9)

(128.9)

Equity in losses of unconsolidated affiliates

(223.5)

(32.9)

(176.9)

Loss from continuing operations

(427.0)

(287.8)

(305.8)

Net loss from discontinued operations, net of tax

(97.9)

(22.3)

(18.3)

Net loss

(524.9)

(310.1)

(324.1)

Less: Net loss attributable to noncontrolling interests

(11.7)

(5.5)

(10.7)

Net loss attributable to Cannae Holdings, Inc. common shareholders

$

(513.2)

$

(304.6)

$

(313.4)

The following is a discussion of the material fluctuations in our consolidated results of operations for the year ended December 31, 2025 as compared to 2024 and the year December 31, 2024 compared to 2023. The material changes in revenues, expenses and pre-tax loss for the years ended December 31, 2025, 2024 and 2023 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.

Total revenue decreased $28.9 million in 2025 compared to 2024, primarily driven by a decrease in revenue in the Restaurant Group segment. Total revenue in 2024 decreased $117.5 million compared to 2023, primarily driven by a decrease in revenue in the Restaurant Group segment.

The change in revenues from our segments is discussed in further detail at the segment level below.

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Expenses

Our operating expenses consist primarily of cost of restaurant revenue, personnel costs, depreciation and amortization, and other operating expenses. 

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.

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.

The change in expenses from our segments is discussed in further detail at the segment level below. 

Income Taxes

Income tax expense (benefit) was $13.0 million, $3.3 million, and $(71.5) million for the years ended December 31, 2025, 2024 and 2023, respectively. The effective tax rate for the years ended December 31, 2025, 2024 and 2023 was (6.8)%, (1.3)%, and 35.7%, respectively. The fluctuation in income tax benefit as a percentage of loss before income taxes is attributable to our estimate of ultimate income tax liability or benefit and changes in the characteristics of net earnings or loss year to year, such as the weighting of operating income versus investment income and the varying impact of equity in earnings or loss of unconsolidated affiliates on pre-tax income or loss. The change in our effective tax rate in the year ended December 31, 2025 compared to 2024 is primarily attributable to the recognition of tax losses of $281.1 million that will be carried back to 2022 to refund excess capital gains, offset by the recording of additional valuation allowance in the amount of $108.8 million on the deferred tax assets related to our investments and our federal net operating losses. The change in our effective tax rate in the year ended December 31, 2024 compared to 2023 is primarily attributable to the recording of a valuation allowance in 2024 of $47.7 million on our federal net operating loss carryforwards and certain deferred taxes within our consolidated partnerships, the impact to the rate of equity in losses of unconsolidated affiliates relative to pre-tax loss and the impairment recorded to our investment in Sightline.

For a detailed breakout of our effective tax rate and further discussion on changes in our taxes, see Note L - Income Taxes to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report.

Equity in Earnings (Losses) of Unconsolidated Affiliates

Equity in (losses) earnings of unconsolidated affiliates for the periods indicated consisted of the following:

Year ended December 31,

2025

2024

2023

(In millions)

Alight

(236.8)

(15.5)

(35.1)

BKFC

(11.4)

(49.9)

(51.9)

CSI

33.4 

41.1 

(2.0)

Watkins

(4.3)

— 

— 

JANA

4.4 

2.4 

— 

Other (1)

(8.8)

(11.0)

(87.9)

Total

$

(223.5)

$

(32.9)

$

(176.9)

_____________________________________

(1) The amount for the year ended December 31, 2023 include the Company's equity in losses of Paysafe which was no longer accounted for under the equity method of accounting beginning December 31, 2023.

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. 

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Net Loss

Net loss attributable to Cannae increased $208.6 million in the year ended December 31, 2025, compared to 2024. Total net loss attributable to Cannae decreased $8.8 million in the year ended December 31, 2024, compared to 2023.

The change in net loss is attributable to the factors discussed above and net loss from the segments is discussed in further detail at the segment level below.

Segment Results of Operations

Restaurant Group

The following table presents the results from operations of our Restaurant Group segment:

Year Ended December 31,

2025

2024

2023

(In millions)

Revenues:

Restaurant revenue

$

390.5 

$

419.6 

$

536.0 

Operating expenses:

Cost of restaurant revenue

358.0 

371.2 

474.9 

Personnel costs

16.6 

20.2 

23.2 

Depreciation and amortization

9.7 

10.5 

17.0 

Other operating expenses, including asset impairments

34.1 

26.5 

75.9 

Total operating expenses

418.4 

428.4 

591.0 

Operating loss

(27.9)

(8.8)

(55.0)

Other income (expense):

Interest expense

(6.4)

(5.7)

(6.1)

Recognized (loss) gains, net

(0.2)

18.6 

36.0 

Total other (expense) income

(6.6)

12.9 

29.9 

(Loss) earnings before income taxes and equity in losses of unconsolidated affiliates

(34.5)

4.1 

(25.1)

Revenues

Total revenues for the Restaurant Group segment decreased $29.1 million, or 6.9%, in the year ended December 31, 2025 from 2024. The decrease was partially attributable to approximately $12.6 million of incremental revenue included in the year ended December 31, 2024 associated with stores that were closed prior to December 31, 2025 and an overall decline in comparable store sales.

Total revenues for the Restaurant Group segment decreased $116.4 million, or 21.7%, in the year ended December 31, 2024 from 2023. The decrease was primarily attributable to approximately $100.3 million of incremental revenue included in the year ended December 31, 2023 associated with stores that were closed prior to December 31, 2024 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 99 Restaurants brand changed (0.6)%, (2.2)%, and (2.1)% in the years ended December 31, 2025, 2024 and 2023, respectively, from the prior fiscal years. The change is primarily attributable to a decrease in guest counts of 2.9%, 7.3% and 8.8% in the years ended December 31, 2025, 2024 and 2023, respectively, partially offset by an increase in the average amount spent by customers each visit of 2.4%, 5.6% and 7.4% in the years ended December 31, 2025, 2024 and 2023, respectively. Comparable store sales for our O'Charley's brand changed (13.4)%, (8.5)% and (3.4)% in the years ended December 31, 2025, 2024 and 2023, respectively, from the prior fiscal years. The change is primarily attributable to a decrease in guest counts of 17.4%, 9.9% and 7.3% in the years ended December 31, 2025, 2024 and 2023, respectively, offset or partially offset by an increase in the average amount spent by customers each visit of 4.8%, 1.6% and 4.2% in the years ended December 31, 2025, 2024 and 2023, respectively.

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Cost of Restaurant Revenue

Cost of restaurant revenue decreased $13.2 million, or 3.6%, in the year ended December 31, 2025 from 2024. Cost of restaurant revenue decreased $103.7 million, or 21.8%, in the year ended December 31, 2024 from 2023. Cost of restaurant revenue as a percentage of restaurant revenue was approximately 91.7%, 88.5%, and 88.6% in the years ended December 31, 2025, 2024 and 2023, respectively. The increase in cost of restaurant revenue as a percentage of restaurant revenue in 2025 compared to 2024 was primarily attributable to an increase in the cost of meats and poultry at 99 Restaurants of 0.7 percentage points and 0.7 percentage points , respectively, and an increase in the cost of labor and meats at O'Charley's of 2.6 percentage points and 0.8 percentage points, respectively. The decrease in cost of restaurant revenue in 2024 compared to 2023 is primarily attributable to the closure of 77 O'Charley's stores during the year ended December 31, 2023.

Other Operating Expenses

Other operating expenses increased by $7.6 million, or 28.7%, in the year ended December 31, 2025 from 2024. Other operating expenses decreased by $49.4 million, or 65.1%, in the year ended December 31, 2024 from 2023. The increase in the year ended December 31, 2025 from 2024 is primarily attributable to a $12.2 million increase in non-cash impairments to property, plant and equipment and lease assets primarily associated with O'Charley's, partially offset by a reduction in back office costs at the Restaurant Group's headquarters. The decrease in the year ended December 31, 2024 from 2023 is primarily attributable to $36.8 million of impairment recorded to the Restaurant Group's property and equipment, lease assets and other intangible assets in the year ended December 31, 2023.

Recognized (Loss) Gains, Net

Recognized (loss) gains, net, decreased $18.8 million, or 101.1%, in the year ended December 31, 2025 from 2024 and decreased $17.4 million, or 48.3%, in the year ended December 31, 2024 from 2023. The decrease in the year ended December 31, 2025 from 2024 is primarily attributable to a gain of $12.5 million recorded in 2024 related to the termination of the lease for the Restaurant Group's corporate headquarters. The decrease in December 31, 2024 from 2023 is primarily attributable to $30.2 million of gains recorded upon derecognition of O'Charley's lease liabilities associated with stores closed in 2023 and upon conversion of certain stores from a failed sale lease back in previous years to operating leases in 2023. The change in the year ended December 31, 2024 compared to 2023 was partially offset by the gain of $12.5 million recorded in 2024 related to the termination of the lease for the Restaurant Group's corporate headquarters.

Alight

As of December 31, 2025, we owned 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 of operations do not consolidate into ours.

Summarized financial information for Alight for the relevant dates and time periods included in Equity in (losses) earnings of unconsolidated affiliates in our Consolidated Statements of Operations is presented below.

Year ended December 31,

2025

2024

2023

(In millions)

Total revenues

$

2,262.0 

$

2,332.0 

$

2,386.0 

Gross profit

765.0 

794.0 

810.0 

Depreciation and amortization

407.0 

395.0 

373.0 

Goodwill impairment

3,124.0 

— 

— 

Interest expense

92.0 

103.0 

131.0 

Net loss from continuing operations

(3,078.0)

(140.0)

(317.0)

Net loss from discontinued operations

(21.0)

(19.0)

(45.0)

Net loss attributable to noncontrolling interests

(2.0)

(2.0)

(17.0)

Net loss attributable to Alight

(3,097.0)

(157.0)

(345.0)

Details relating to the results of operations of Alight (NYSE: "ALIT") can be found in its periodic reports filed with the SEC.

Black Knight Football

As of December 31, 2025, we owned approximately 44.7% of the ownership interest of BKFC. We account for our ownership of BKFC under the equity method of accounting and report our equity in the earnings or loss of BKFC on a three-month lag; therefore, its results do not consolidate into ours. Accordingly, our net loss for the year ended December 31, 2025, 2024 and 2023 includes our equity in BKFC’s losses for the year ended September 30, 2024, September 30, 2023, and for the

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period from December 13, 2022 (the date we acquired our initial interest in BKFC) through September 30, 2023, respectively.

Summarized financial information for BKFC for the relevant dates and time periods included in Equity in (losses) earnings of unconsolidated affiliates in our Consolidated Statements of Operations is presented below.

Twelve Months ended September 30,

For the period from December 13, 2022 through September 30, 2023

2025

2024

(In millions)

Total revenues

$

267.1 

$

211.1 

$

149.0 

Depreciation and amortization

117.5 

114.0 

99.8 

Interest expense

23.1 

14.6 

8.5 

Operating loss

(110.4)

(125.4)

(93.8)

Losses of unconsolidated affiliates

(5.6)

(7.1)

(5.3)

Net loss attributable to BKFC

(16.5)

(122.6)

(103.8)

Black Knight Football's total revenue is primarily attributable to Premier League media rights, matchday and sponsorship revenue earned by AFCB.

Revenues

Total revenues for Black Knight Football increased $56.0 million, or 26.5%, in the twelve months ended September 30, 2025, compared to the corresponding period in 2024. The change in revenue was primarily attributable to an increase in league and sponsorship revenue of $37.3 million, or 20.4%, due to AFCB's higher placement in the Premier League table along with an increase of $9.8 million, or 80.4% as a result of players out on loan during the year.

Total revenues for Black Knight Football increased $62.1 million, or 41.7%, in the year ended September 30, 2024, compared to the period from December 13, 2022 through September 30, 2023. The change in revenue was primarily attributable to the 2023 period which consisted of nine and a half months rather than twelve and an increase in Premier League and sponsorship revenue due to AFCB's higher placement in the table.

Operating Loss

Operating loss decreased $15.0 million, or 12.0%, in the year ended September 30, 2025, compared to the corresponding period in 2024. The change was primarily attributable to the increase in revenue as noted above, partially offset by increased personnel costs, namely player compensation of $16.1 million, or 12.5% for the year ended September 30, 2025.

Operating loss increased $31.6 million, or 33.7%, in the year ended September 30, 2024, compared to the period from December 13, 2022 through September 30, 2023. The change in operating loss was primarily attributable to the 2023 period which included nine and a half months rather than twelve.

Net Loss Attributable to BKFC

Net loss attributable to BKFC decreased $106.1 million, or 86.5%, in the year ended September 30, 2025, compared to the corresponding period in 2024. The change was primarily attributable to the factors noted above, as well as an increase in income from player trading of approximately $84.8 million for the year ended September 30, 2025 compared to the corresponding periods in 2024.

Net loss attributable to BKFC increased $18.8 million, or 18.1%, in the year ended September 30, 2024, compared to the period from December 13, 2022 through September 30, 2023. The change in net loss attributable to BKFC was primarily attributable to the 2023 period which consisted of nine and a half months rather than twelve.

JANA

As of December 31, 2025, we own approximately 50.0% of the ownership interest of JANA. 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 on a three-month lag, and accordingly, our net earnings (loss) for the year ended December 31, 2025 includes our equity in JANA’s earnings for the twelve months ended September 30, 2025, and our net earnings (loss) for the year ended December 31, 2024 includes our equity in JANA's earnings for the period from February 21, 2024 through September 30, 2024, respectively.

Summarized statement of operation information for JANA for the relevant dates and time periods included in Equity in losses of unconsolidated affiliates in our Consolidated Statements of Operations is presented below.

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For the twelve months ended September 30, 2025

For the period from February 21, 2024 through September 30, 2024

(In millions)

Total revenues

$

36.4 

$

21.5 

Operating income

20.5 

13.1 

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.

The changes in revenue and operating income for the twelve months ended September 30, 2025 relative to the period from February 21, 2024 through September 30, 2024 are not comparable due to the difference in the time periods.

Corporate and Other

The Corporate and Other segment consists of our share in the operations of certain controlled businesses and other equity investments, activity of the corporate holding company and certain intercompany eliminations and taxes.

The following table presents the results from operations of our Corporate and Other segment:

Year ended December 31,

2025

2024

2023

(In millions)

Revenues:

Other operating revenue

$

33.1 

$

32.9 

$

34.0 

Operating expenses:

Personnel costs

57.2 

58.2 

28.9 

Depreciation and amortization

2.2 

2.8 

2.0 

Other operating expenses

65.4 

66.8 

67.0 

Total operating expenses

124.8 

127.8 

97.9 

Operating loss

(91.7)

(94.9)

(63.9)

Other income (expense):

Interest, investment and other income

10.1 

4.6 

13.6 

Interest expense

(5.5)

(5.9)

(11.8)

Recognized losses, net

(68.9)

(159.5)

(113.2)

Total other expense

(64.3)

(160.8)

(111.4)

Loss before income taxes and equity in losses of unconsolidated affiliates

(156.0)

(255.7)

(175.3)

Personnel costs in our corporate and other segment decreased $1.0 million, or 1.7%, in the year ended December 31, 2025 compared to 2024, and increased $29.3 million, or 101.4%, in the year ended December 31, 2024 compared to 2023. The increase in 2024 compared to 2023 was primarily attributable to increased non-cash stock-based compensation granted in 2024.

Other operating expenses in our corporate and other segment decreased $1.4 million, or 2.1%, in the year ended December 31, 2025 compared to 2024. The decrease was primarily attributable to a $5.1 million decrease in expenses incurred with our Manager and decrease in legal fees related to 2024 transactions, partially offset by a $5.4 million increase in professional fees primarily attributable to increased costs associated with our 2025 proxy statement.

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Recognized losses, net in our Corporate and Other segment consists of the following:

Year ended December 31,

2025

2024

2023

(In millions)

Alight impairment

$

(59.1)

$

— 

$

— 

Paysafe fair value adjustments

(25.6)

12.3 

— 

WD Transaction

16.8 

— 

— 

Put Right fair value adjustments

(15.0)

— 

— 

System1 gain on sale

10.0 

— 

— 

Alight loss on sale

— 

(22.5)

— 

Sightline impairment

— 

(149.5)

(70.2)

Dayforce fair value adjustments

— 

(4.5)

28.3 

System1 impairment

— 

— 

(63.9)

QOMPLX impairment

— 

— 

(9.0)

Other fair value adjustments, net

(4.0)

15.3 

— 

Other, net

8.0 

(10.6)

1.6 

Recognized losses, net

$

(68.9)

$

(159.5)

$

(113.2)

Liquidity and Capital Resources

Cash Requirements. Our current cash requirements include our corporate operating expenses and funding needs of our Restaurant Group. 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 of Directors. Additional uses of cash flow may include payment of dividends on our common stock, stock repurchases, acquisitions, additional investment in current investees, and debt repayments.

As of December 31, 2025, we had cash and cash equivalents of $182.0 million, of which $168.8 million was cash held by the corporate holding company and $50.0 million of notional capacity under the 2020 Margin Facility, or approximately $25.4 million of borrowing capacity based on collateral value. As of February 20, 2026, there was no borrowing capacity based on collateral value. As of December 31, 2025, we were committed under letters of credit totaling $6.4 million issued primarily in connection with casualty insurance programs for our Restaurant Group employees.

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 and our outstanding debt.

The Company believes the holding company's balances of cash, cash equivalents, marketable equity securities, cash generated by its investments and capacity under its credit agreements, will be sufficient to satisfy its cash requirements over the next 12 months and beyond.

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 actively engaged in 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 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. The cash requirements of the Company typically come from the investing activities, as presented for the past three years as we receive distributions from unconsolidated affiliates and sell our investment in these various operating companies.

Operating Cash Flows. Our cash flows used in operations for the years ended December 31, 2025, 2024 and 2023 were $18.1 million, $90.1 million and $87.8 million, respectively. The decrease in cash used in operations of $72.0 million from

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2025 compared to 2024 is primarily attributable to a $29.3 million increase in tax refunds in 2025, a $20.6 million increase in distributions from unconsolidated affiliates and other customary changes in working capital including a higher proportion of corporate operating expenses accrued as of December 31, 2025. The net change in accounts payable and other accrued liabilities related to operating cash flows in the year ended December 31, 2025 changed by $26.3 million from the year ended December 31, 2024. See Footnote P for additional information on cash paid for income taxes, Footnote J for additional information on accounts payable and other accrued liabilities and discussion of operating expenses at our Corporate and Other segment under Results of Operations above.

The increase in cash used in operations of $2.3 million from 2024 compared to 2023 is primarily attributable to customary fluctuations in working capital, partially offset by lower net cash tax payments and lower cash expenses incurred with our Manager. The net change in income taxes in our consolidated statement of cash flows in the year ended December 31, 2024 changed by $78.0 million from the year ended December 31, 2023. The change is primarily attributable to non-cash changes in the Company's deferred tax assets and income taxes receivable. Management fees and carried interest paid to our Manager are lower in the year ended December 31, 2024 due to the MSA signed in February 2024, which changed to a fixed payment and significantly lowered management fees and eliminated carried interest fees. See Footnote P to our consolidated financial statements for further information on cash paid for income taxes and Footnote O for further information on expenses incurred with our Manager.

Investing Cash Flows. Our cash flows provided by investing activities for the years ended December 31, 2025, 2024 and 2023 were $518.1 million, $298.3 million and $53.1 million, respectively. The increase in cash provided by investing activities of $219.8 million from 2025 compared to 2024 is primarily attributable to increased proceeds from sales of our investments, partially offset by a decrease in purchases of new investments. In 2025, we sold our interests in D&B for proceeds of $629.8 million which was partially offset by the purchase of $161.8 million in other investments. See Footnote A for further discussion on the D&B Disposition and our investments in BKFC, JANA and Jana Funds in 2025. In 2024, we sold investments in Dayforce, D&B and Alight for $454.0 million, partially offset by purchases of new investments of $201.7 million.

The increase in cash provided by investing activities of $245.2 million from 2024 compared to 2023 is primarily attributable to proceeds from sales of Dayforce, D&B and Alight in 2024, partially offset by an increase in purchases of new investments, primarily in BKFC. See our Consolidated Statement of Cash Flows included in Item 8 of Part II of this Annual Report for a detailed breakout of cash flows from purchases and sales of investments.

Capital Expenditures. Total capital expenditures for property and equipment and other intangible assets were $10.4 million, $7.0 million and $10.0 million for the years ended December 31, 2025, 2024 and 2023, respectively. Capital expenditures in all years primarily consisted of purchases of equipment and leasehold improvements in our Restaurant Group segment and property improvements at our real estate operations.

Financing Cash Flows. Our cash flows used in financing activities for the years ended December 31, 2025, 2024 and 2023 were $449.5 million, $182.9 million and $106.8 million, respectively. The increase in cash used in financing activities of $266.6 million from 2025 compared to 2024 is primarily attributable to the increased repurchases of treasury stock and repayment of the Margin Loan in 2025. The increase in cash used in financing activities of $76.1 million from 2024 compared to 2023 is primarily attributable to the increased repurchases of treasury stock, partial repayment of the FNF Revolver and dividends paid in 2024 compared to 2023.

Financing Arrangements. For a description of our financing arrangements see Note K - Notes Payable to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report.

Contractual Obligations. Our long-term contractual obligations generally include our credit agreements and debt facilities, lease payment obligations on certain of our premises and equipment, purchase obligations of the Restaurant Group and payments to our Manager.

See Note G - Leases to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for further discussion of our leasing arrangements.

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 December 31, 2025 to determine the amount of the obligations.

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     As of December 31, 2025, our required annual payments relating to these contractual obligations were as follows:

2026

2027

2028

2029

2030

Thereafter

Total

(In millions)

Unconditional purchase obligations

$

54.9 

$

8.4 

$

3.0 

$

0.3 

$

— 

$

— 

$

66.6 

Operating lease payments

24.9 

23.4 

21.1 

17.9 

15.8 

93.2 

196.3 

Notes payable

6.9 

0.7 

0.6 

1.7 

47.9 

13.3 

71.1 

Fees payable to Manager

16.9 

— 

— 

— 

— 

— 

16.9 

Total

$

103.6 

$

32.5 

$

24.7 

$

19.9 

$

63.7 

$

106.5 

$

350.9 

Capital Stock Transactions. For information on our 2022 Repurchase Program, 2023 Repurchase Program and the Tender Offer, see discussion under the header Purchases of Equity Securities by the Issuer included in Item 5 of Part II of this Annual Report.