Cannae Holdings, Inc.
For the period ended Jun 30, 2025. Filed Aug 11, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 11, 2025
CNNE$17.69-0.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-12.
0001704720-25-000064
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-11.
0001704720-25-000082
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 82 previous paragraphs and 98 current paragraphs.
55 unchanged; 21 reworded; 15 added; 6 removed; 0 previous and 7 current paragraphs rearranged.
Tables are not compared: 8 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (15)
Current report
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 six months ended June 30, 2025.
Current report
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.
Current report
For the Six Months Ended June 30, 2025 and 2024
Current report
Pre-Tax Earnings (Loss)
Current report
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.
Current report
3.2% and 1.7%, respectively. The decline in same store sales is an unfavorable trend reasonably likely to have a material unfavorable impact on net sales and income from continuing operations.
Current report
For the Six Months Ended June 30, 2025
Current report
Total revenues for the Restaurant Group segment decreased $13.1 million, or 6.1%, in the six months ended June 30, 2025, compared to the corresponding period in 2024.
Current report
Comparable Store Sales. Comparable store sales for our O'Charley's and 99 Restaurants brands decreased by 13.6% and 0.2%, respectively, in the six months ended June 30, 2025 compared to the comparable period in 2024. The decrease in 2025 is primarily attributable to O'Charley's and 99 Restaurants brands decrease in guest counts of 15.5% and 2.1% respectively, partially offset by an increase in the average amount spent by guests each visit of 2.3% and 2.0%, respectively. The decline in same store sales is an unfavorable trend reasonably likely to have a material unfavorable impact on net sales and income from continuing operations.
Current report
Cost of restaurant revenue decreased directionally consistent with Restaurant revenues. Cost of restaurant revenue as a percentage of Restaurant revenue was 90.4% and 87.0% in the six months ended June 30, 2025 and 2024, respectively. The change was primarily attributable to increased spending on commodities. The Company had a $2.9 million, or 17.9%, increase in spending on beef and poultry in the six months ended June 30, 2025.
Current report
Black Knight Football's total revenue is primarily attributable to Premier League media rights, matchday, sponsorship, and player trading revenue earned by AFCB. Total revenues for Black Knight Football increased $11.8 million, or 23.9%, in the three months ended March 31, 2025, compared to the corresponding period in 2024. The change in revenue was primarily attributable to a $5.2 million, or 14.2%, increase due to AFCB's higher placement in the table along with $3.8 million, or 186.7%, increase as a result of players out on loan in the three-month period. Total revenues increased $30.4 million, or 29.8%, in the six months ended March 31, 2025, compared to the corresponding period in 2024. The change in revenue was primarily attributable to a $13.9 million, or 17.6%, increase due to AFCB's higher placement in the table along with $8.4 million, or 222.9%, increase as a result of players out on loan in the six-month period.
Current report
Operating loss decreased $7.5 million and $21.0 million in the three and six months ended March 31, 2025, respectively, compared to the corresponding periods in 2024. The change was primarily attributable to the increase in revenue as noted above, partially offset by increased personnel costs, namely player salaries, of $3.4 million, or 7.9%, and $9.1 million, or 10.5%, for the three and six months ended March 31, 2025, respectively.
Current report
For the Six Months Ended June 30, 2025
Current report
Personnel costs increased $10.5 million in the six months ended June 30, 2025, compared to the corresponding period in 2024. The change in personnel costs was primarily driven by a current year transition in executive management and related employment agreement which resulted in a $17.2 million cash payment and $8.3 million in stock vesting, with total stock vesting of $13.8 million, partially offset by prior year stock expense of $10.8 million and success bonuses of $11.4 million related to our sales of shares of Dayforce.
Current report
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 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.
Removed paragraphs (6)
Previous report
As of March 31, 2025, the fair value of our ownership interest in Alight based on quoted market prices was $240.0 million and the book value of our recorded asset for Alight was $369.5 million. While the fair value of our investment in Alight is below our book value as of March 31, 2025, there are other indicators that our investment is not other than temporarily impaired as of March 31, 2025. The fair value of our investment in Alight has been below the book value for approximately 11 months. Alight recently completed the sale of the Payroll & Professional Services Business and used a portion of the proceeds to pay off a significant portion of its debt, improving its' capital strength. Alight has consistently reported strong gross profit and operating cash flows subsequent to our initial investment and implemented a dividend to shareholders in 2024. Due to these factors, we consider the decline in fair value to be temporary as of March 31, 2025. 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, 2025, 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.
Previous report
Income Taxes
Previous report
Black Knight Football's total revenue is primarily attributable to Premier League media rights revenue earned by AFCB and matchday and sponsorship revenue. Total revenues for Black Knight Football increased $18.6 million, or 35.3%, in the three months ended December 31, 2024, compared to the corresponding period in 2023. The increase in revenue was primarily attributable to an increase in matchday and sponsorship revenue. Operating loss decreased $13.5 million in the three months ended December 31, 2024 compared to the three months ended December 31, 2023. The decrease was primarily attributable to the increase in revenue, partially offset by increased personnel costs.
Previous report
We received $80.5 million of proceeds from sales of D&B shares in May 2025 and expect to receive additional cash proceeds of $549.4 million upon closing of the D&B Sale. The D&B Sale is expected to close in the third quarter of 2025. Upon our sale of our remaining shares of D&B in the D&B Sale, we expect to be required to pay off the balance outstanding under our 2020 Margin Facility which was $101.0 million as of March 31, 2025.
Previous report
Restaurant Group financing obligations include its agreements to lease its corporate office and certain restaurant equipment, which are accounted for as failed sale and leaseback transactions.
Previous report
On May 12, 2025, we entered into the MSA Termination Agreement. See Note A to our Condensed Consolidated Financial Statements for discussion of changes in the timing of the fees payable to the Manager which occurred subsequent to March 31, 2025.
Reworded paragraphs (21)
Previous wording
Statements as of and for the three months ended March 31, 2025. As of March 31, 2025, the fair value of our ownership interest in Dun & Bradstreet based on quoted market prices was $617.3 million and the book value of our recorded asset for D&B was $685.4 million. As a result of the reclassification of our investment in Dun & Bradstreet as held for sale and a discontinued operation and in accordance with the accounting requirements, we marked our investment in D&B to the fair market value implied by the stock price as of March 31, 2025 and recorded an impairment of $68.1 million in the three months ended March 31, 2025.
Current wording
Statements as of and for the three and six months ended June 30, 2025. As of March 31, 2025, the fair value of our ownership interest in Dun & Bradstreet based on quoted market prices was $617.3 million and the book value of our recorded asset for D&B was $685.4 million. As a result of the reclassification of our investment in Dun & Bradstreet as held for sale and a discontinued operation and in accordance with the accounting requirements, we marked our investment in D&B to the fair market value implied by the stock price as of March 31, 2025 and recorded an impairment of $68.1 million which is included in Net loss from discontinued operations, net of tax, on our Consolidated Statement of Operations for the six months ended June 30, 2025.
Previous wording
As of March 31, 2025, we had a net deferred tax asset of $55.0 million, which is primarily attributable to temporary differences for our investments in unconsolidated affiliates held through partnerships. In the three months ended March 31, 2025, we recorded an additional valuation allowance of $28.3 million on the Company's federal net operating loss ("NOL") carryforwards, state net operating loss carryforwards, and certain deferred taxes related to our investments. In the first quarter of 2025 it was determined that due to the current market and investee-specific conditions, the ability to utilize the entirety of our deferred tax asset related to investments was less likely than prior periods. 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, 2024, the Company was in a cumulative book loss position. 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. As of March 31, 2025, the Company has a federal valuation allowance of $74.2 million representing 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. Additionally, a state valuation allowance of $6.9 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. At this time, we consider it more likely than not that we will have sufficient taxable income and available excess capital gain from prior year periods that will allow us to realize our remaining deferred tax assets. The Company will continue to monitor the recoverability of deferred tax assets on a quarterly basis and may need to record an additional valuation allowance on its net deferred tax asset in future periods.
Current wording
As of June 30, 2025, we had a net deferred tax asset of $55.0 million, which is primarily attributable to temporary differences for our investments in unconsolidated affiliates held through partnerships. In the six months ended June 30, 2025, we recorded an additional valuation allowance of $84.8 million on the Company's federal net operating loss ("NOL") carryforwards, state net operating loss carryforwards, and certain deferred taxes related to our investments. In the first quarter of 2025, it was determined that due to the current market and investee-specific conditions, the ability to utilize the entirety of our deferred tax asset related to investments was less likely than prior periods. 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, 2024, the Company was in a cumulative book loss position. 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. As of June 30, 2025, the Company has a federal valuation allowance of $130.8 million representing 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. Additionally, a state valuation allowance of $6.9 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. At this time, we consider it more likely than not that we will have sufficient taxable income and available excess capital gain from prior year periods that will allow us to realize our remaining deferred tax assets. The Company will continue to monitor the recoverability of deferred tax assets on a quarterly basis and may need to record an additional valuation allowance on its net deferred tax asset in future periods.
Previous wording
Net Earnings. The following table presents certain financial data for the periods indicated:
Current wording
Net Earnings (Loss). The following table presents certain financial data for the periods indicated:
Previous wording
Restaurant sales include 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.
Current wording
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.
Previous wording
Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates increased (decreased loss) $19.6 million, or 54.1%, in the three months ended March 31, 2025 compared to the corresponding period in 2024.
Current wording
Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates increased (decreased loss) $34.6 million, or 20.3%, in the three months ended June 30, 2025 compared to the corresponding period in 2024.
Previous wording
Income tax expense was $20.2 million and $56.5 million in the three-month periods ended March 31, 2025 and 2024, respectively. Our effective tax rate was (121.7)% and (156.1)% in the three months ended March 31, 2025 and 2024, 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 March 31, 2025 compared to the corresponding period in 2024 is primarily attributable to the impact to the rate of equity in losses of unconsolidated affiliates relative to pre-tax losses and the recording of valuation allowances.
Current wording
Income tax benefit was $1.8 million and $35.9 million in the three-month periods ended June 30, 2025 and 2024, respectively. Our effective tax rate was 1.3% and 21.1% in the three months ended June 30, 2025 and 2024, 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, 2025 compared to the corresponding period in 2024 is primarily attributable to the impact to the rate of equity in losses of unconsolidated affiliates relative to pre-tax losses and the recording of valuation allowances.
Previous wording
Total revenues for the Restaurant Group segment decreased $7.4 million, or 6.9%, in the three months ended March 31, 2025, compared to the corresponding period in 2024.
Current wording
Total revenues for the Restaurant Group segment decreased $5.7 million, or 5.3%, in the three months ended June 30, 2025, compared to the corresponding period in 2024.
Previous wording
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 14.9% and 0.3%, respectively, in the three months ended March 31, 2025 compared to the corresponding period in 2024. The decrease is primarily attributable to a decrease in guest counts, partially offset by an increase in the average amount spent by guests each visit.
Current wording
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 12.1% and 0.1%, respectively, in the three months ended June 30, 2025 compared to the corresponding period in 2024. The decrease is primarily attributable to our O'Charley's and 99 Restaurants brands decrease in guest counts of 14.8% and 1.7%, respectively, partially offset by an increase in the average amount spent by guests each visit of
Previous wording
Cost of restaurant revenue decreased directionally consistent with Restaurant revenue in the period. Cost of restaurant revenue as a percentage of Restaurant revenue was 91.8% and 88.5% in the three months ended March 31, 2025 and 2024, respectively. The increase was primarily attributable to inflation of commodities, including items like beef and poultry, in the three months ended March 31, 2025.
Current wording
Cost of restaurant revenue decreased directionally consistent with Restaurant revenue in the period. Cost of restaurant revenue as a percentage of Restaurant revenue was 89.1% and 85.6% in the three months ended June 30, 2025 and 2024, respectively. The change was primarily attributable to increased spending on commodities. The Company had a $1.8 million, or 23.2%, increase in spending on beef and poultry in the three months ended June 30, 2025.
Previous wording
As of March 31, 2025, we own approximately 44.3% of the ownership interest of Black Knight Football. We account for our ownership of BKFC under the equity method of accounting; 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 March 31, 2025 and 2024 includes our equity in Black Knight Football’s losses for the three months ended December 31, 2024 and 2023, respectively.
Current wording
As of June 30, 2025, we own approximately 42.5% 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, 2025 and 2024 includes our equity in Black Knight Football’s losses for the three and six months ended March 31, 2025 and 2024, respectively.
Previous wording
Personnel costs decreased $7.1 million in the three months ended March 31, 2025, compared to the corresponding period in 2024. The change in personnel costs was primarily driven by a decrease in success bonuses paid related to our sales of shares of Dayforce in 2024, partially offset by increased stock-based compensation expense in 2025.
Current wording
Personnel costs increased $17.6 million in the three months ended June 30, 2025, compared to the corresponding period in 2024. The change in personnel costs was primarily driven by a current 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 in the three months ended June 30, 2025, partially offset by prior year success bonuses of $1.5 million paid related to our sales of shares of Dayforce in 2024 along with $7.6 million of stock vesting.
Previous wording
Other operating expenses decreased $12.9 million in the three months ended March 31, 2025 compared to the prior year period. The decrease in the three-month period was primarily attributable to decreased fees paid to Trasimene.
Current wording
Other operating expenses increased $14.5 million in the three months ended June 30, 2025 compared to the prior year period. The change in the three-month period was primarily attributable to accelerated fees incurred with Trasimene related to the MSA Termination Agreement which increased operating expenses by $12.2 million from the prior year period.
Previous wording
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, including the JANA Investment and our commitments to invest $25.0 million in BKFC and $30.0 million in funds of JANA. On May 8, 2025, our Board declared cash dividends of $0.12 per share, payable on June 30, 2025, to Cannae common shareholders of record as of June 16, 2025. 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 over the short and long term are expected to include stock repurchases and debt repayments.
Current wording
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, including the JANA Investment and our commitments to invest $25.0 million in BKFC and $30.0 million in funds of JANA. On August 7, 2025, our Board declared cash dividends of $0.15 per share, payable on September 30, 2025, to Cannae common shareholders of record as of September 16, 2025. 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 (including, but not limited to, the purchase of the common stock underlying the Put Right) and debt repayments.
Previous wording
As of March 31, 2025, we had cash and cash equivalents of $126.2 million, of which $109.9 million was cash held by the corporate holding company, and $49.0 million of immediate capacity under our existing holding company credit facilities with the ability to add an additional $350.0 million of borrowing capacity by amending our 2020 Margin Facility.
Current wording
As of June 30, 2025, we had cash and cash equivalents of $66.7 million, of which $54.3 million was cash held by the corporate holding company, and $49.0 million of immediate capacity under our existing holding company credit facilities with the ability to add an additional $350.0 million of borrowing capacity by amending our 2020 Margin Facility. Subsequent to June 30, 2025, we borrowed an additional $40.0 million under the 2020 Margin Facility.
Previous wording
Cash Flows for the Three Months Ended March 31, 2025
Current wording
Cash Flows for the Six Months Ended June 30, 2025
Previous wording
Operating Cash Flow. Our cash flows provided by (used in) operations for the three months ended March 31, 2025 and 2024 totaled $9.1 million and $(36.0) million, respectively. The increase in cash provided by operations of $45.1 million is primarily attributable to tax refunds received and lower operating expenses in the 2025 period compared to the 2024 period.
Current wording
Operating Cash Flow. Our cash flows used in operations for the six months ended June 30, 2025 and 2024 totaled $12.5 million and $46.2 million, respectively. The decrease in cash used in operations of $33.7 million is primarily attributable to tax refunds received and lower operating expenses in the 2025 period compared to the 2024 period. The change in Recognized losses and asset impairments, net, is mainly due to the impairment of Alight of$59.1 million for the six months ended June 30, 2025 and the $141.0 million impairment of Sightline for the same period in 2024. The change in Equity in losses (earnings) of unconsolidated affiliates is mainly due to goodwill impairment of $983.0 million during the six months ended June 30, 2025 which resulted in our loss pickup of $81.7 million. The change in Net loss from discontinued operations is primarily attributable to the $68.1 million impairment of D&B recorded during the six months ended June 30, 2025 as a result of the reclassification of our investment in Dun & Bradstreet as held for sale and a discontinued operation.
Previous wording
Investing Cash Flows. Our cash flows (used in) provided by investing activities for the three months ended March 31, 2025 and 2024 were $(7.0) million and $194.5 million, respectively. The decrease in cash provided by investing activities of $201.5 million in the 2025 period from the 2024 period is primarily attributable to less proceeds from sales of investments and a decrease in new investments made in the 2025 period compared to the 2024 period.
Current wording
Investing Cash Flows. Our cash flows provided by investing activities for the six months ended June 30, 2025 and 2024 were $77.5 million and $252.5 million, respectively. The decrease in cash provided by investing activities of $175.0 million in the 2025 period from the 2024 period is primarily attributable to $208.0 million less proceeds from sales of Dayforce as we no longer hold any shares of that investment, partially offset by a $31.0 million decrease in purchases of new investments made in the 2025 period compared to the 2024 period.
Previous wording
Financing Cash Flows. Our cash flows used in financing activities for the three months ended March 31, 2025 and 2024 were $7.4 million and $26.4 million, respectively. The decrease in cash used in financing activities of $19.0 million is primarily attributable to the partial repayment of the FNF Revolver in the three months ended March 31, 2024 partially offset by the dividends paid in the three months ended March 31, 2025.
Current wording
Financing Cash Flows. Our cash flows used in financing activities for the six months ended June 30, 2025 and 2024 were $129.8 million and $266.8 million, respectively. The decrease in cash used in financing activities of $137.0 million is primarily attributable to the $120.6 million decrease in treasury stock repurchases in the 2025 period compared to the 2024 period and a $25.0 million partial repayment of the FNF Revolver in the six months ended June 30, 2024, partially offset by the additional $7.7 million of dividends paid in the six months ended June 30, 2025 as the Company began paying dividends in the second quarter of 2024.
Previous wording
We did not repurchase any shares of Cannae common stock pursuant to the 2022 Repurchase Program during the three months ended March 31, 2025. Since the original commencement of the 2022 Repurchase Program through market close on March 31, 2025, we have repurchased a total of 7,704,537 shares of Cannae common stock for approximately $151.0 million in the aggregate, or an average of $19.59 per share. As of the date of this Quarterly Report, there are 2,295,463 shares available for repurchase under the 2022 Repurchase Program.
Current wording
During the three and six months ended June 30, 2025, we repurchased a total of 2,295,463 shares of Cannae common stock for approximately $42.1 million in the aggregate, or an average of $18.33 per share under the 2022 Repurchase Program. Since the original commencement of the 2022 Repurchase Program through market close on June 30, 2025, we have repurchased a total of 10,000,000 shares of Cannae common stock for approximately $193.1 million in the aggregate, or an average of $19.31 per share. As of the date of this Quarterly Report, there are no shares available for repurchase under the 2022 Repurchase Program.
Previous wording
On October 29, 2023, our Board authorized a new stock repurchase program (the "2023 Repurchase Program"), under which the Company may repurchase up to 10.0 million shares of its common stock. Purchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions. The repurchase program does not obligate us to acquire any specific number of shares and may be suspended or terminated at any time. The 2023 Repurchase Program does not supersede or impact the repurchase capacity under the 2022 Repurchase Program. We have not made any purchases under the 2023 Repurchase Program. As of the date of this Quarterly Report, there are 10.0 million shares available for repurchase under the 2023 Repurchase Program.
Current wording
On October 29, 2023, our Board authorized a stock repurchase program (the "2023 Repurchase Program"), under which the Company may repurchase up to 10.0 million shares of its common stock. Purchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions. The repurchase program does not obligate us to acquire any specific number of shares and may be suspended or terminated at any time. The 2023 Repurchase Program does not supersede or impact the repurchase capacity under the 2022 Repurchase Program.
Previous wording
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. Purchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions. The 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. We have not made any purchases under the 2025 Repurchase Program. As of the date of this Quarterly Report, there are 10.0 million shares available for repurchase under the 2025 Repurchase Program.
Current wording
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. Purchases may be made from time to time in the open market at prevailing prices or in privately negotiated transactions. The 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. We have not made any purchases under the 2025 Repurchase Program. As of June 30, 2025, there are 10.0 million shares available for repurchase under the 2025 Repurchase Program.
Rearranged current paragraphs (7)
Current report — wording carried from elsewhere
The following is a discussion of the material fluctuations in our consolidated results of operations for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The material changes in revenues, expenses and pre-tax loss for the six months ended June 30, 2025 and 2024 are discussed in further detail at the segment level below.
Current report — wording carried from elsewhere
Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates increased (decreased loss) $54.2 million, or 26.3%, in the six months ended June 30, 2025 compared to the corresponding period in 2024.
Current report — wording carried from elsewhere
Income tax expense was $18.4 million and $20.6 million in the six-month periods ended June 30, 2025 and 2024, respectively. Our effective tax rate was (12.1)% and (10.0)% in the six months ended June 30, 2025 and 2024, 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 June 30, 2025 compared to the corresponding period in 2024 is primarily attributable to the impact to the rate of equity in losses of unconsolidated affiliates relative to pre-tax losses and the recording of valuation allowances.
Current report — wording carried from elsewhere
Equity in Losses of Unconsolidated Affiliates
Current report — wording carried from elsewhere
Equity in losses of unconsolidated affiliates for thesix months ended June 30, 2025 and 2024 consisted of the following:
Current report — wording carried from elsewhere
Recognized (losses) gains, net in our Corporate and Other segment consists of the following:
Current report — wording carried from elsewhere
During the three and six months ended June 30, 2025, we repurchased a total of 3,492,076 shares of Cannae common stock for approximately $69.4 million in the aggregate, or an average of $19.87 per share under the 2023 Repurchase Program. Since the original commencement of the 2023 Repurchase Program through June 30, 2025, we have repurchased a total of 3,492,076 shares of Cannae common stock for approximately $69.4 million in the aggregate, or an average of $19.87 per share. As of June 30, 2025, there are 6,507,924 shares available for repurchase under the 2023 Repurchase Program. From July 1, 2025 to August 8, 2025, we repurchased an additional 1,780,319 shares of Cannae common stock for approximately $37.7 million in the aggregate, or an average of $21.18 per share, pursuant to the 2023 Repurchase Program.