Cannae Holdings, Inc.

Previous wording

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; risks related to the externalization of certain of our management functions to our Manager; the occurrence of any event, change or other circumstances that could give rise to the termination or inability to complete the D&B Sale; 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, 2024 (our "Annual Report") and other filings with the Securities Exchange Commission ("SEC").

Current wording

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; risks related to the externalization of certain of our management functions to our Manager; 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, 2024 (our "Annual Report") and other filings with the Securities Exchange Commission ("SEC").

Previous wording

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 wording

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 nine months ended September 30, 2025.

Previous wording

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.

Current wording

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.

Previous 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.

Current wording

As of September 30, 2025, we had a net deferred tax asset of $50.4 million, which is primarily attributable to temporary differences for our investments in unconsolidated affiliates held through partnerships. In the nine months ended September 30, 2025, we recorded an additional valuation allowance of $99.0 million on the Company's federal NOL carryforwards, state NOL carryforwards, and certain deferred taxes related to basis differences of 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 basis differences in our 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 September 30, 2025, the Company has a federal valuation allowance of $145.2 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 $6.6 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

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 wording

Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates decrease $9.4 million, or 324.1%, in the three months ended September 30, 2025 compared to the corresponding period in 2024.

Previous 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.

Current wording

Income tax benefit was $3.8 million and $6.4 million in the three-month periods ended September 30, 2025 and 2024, respectively. Our effective tax rate was 58.5% and (220.7)% in the three months ended September 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 September 30, 2025 compared to the corresponding period in 2024 is primarily attributable to the impact of equity in losses of unconsolidated affiliates relative to pre-tax losses on our effective tax rate.

Previous wording

Equity in (losses) earnings of unconsolidated affiliates for thethree months ended June 30, 2025 and 2024 consisted of the following:

Current wording

Equity in earnings (losses) of unconsolidated affiliates for thethree months ended September 30, 2025 and 2024 consisted of the following:

Previous wording

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 wording

The equity in losses of Alight in the three months ended September 30, 2025 was primarily driven by the pickup of our ratable portion of Alight's goodwill impairment of $1,338.0 million. The equity in earnings of BKFC in the three months ended September 30, 2025 was primarily driven by the pickup of our ratable portion of BKFC's increased player trading income.

Previous wording

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 wording

The following is a discussion of the material fluctuations in our consolidated results of operations for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. The material changes in revenues, expenses and pre-tax loss for the nine months ended September 30, 2025 and 2024 are discussed in further detail at the segment level below.

Previous 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.

Current wording

Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates increased (decreased loss) $44.8 million, or 22.0%, in the nine months ended September 30, 2025 compared to the corresponding period in 2024.

Previous wording

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 wording

Income tax expense was $14.6 million and $14.2 million in the nine-month periods ended September 30, 2025 and 2024, respectively. Our effective tax rate was (9.2)% and (7.0)% in the nine months ended September 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 nine months September 30, 2025 compared to the corresponding period in 2024 is primarily attributable to the impact of equity in losses of unconsolidated affiliates relative to pre-tax losses and the recording of valuation allowances on our effective tax rate.

Previous wording

Equity in losses of unconsolidated affiliates for thesix months ended June 30, 2025 and 2024 consisted of the following:

Current wording

Equity in losses of unconsolidated affiliates for thenine months ended September 30, 2025 and 2024 consisted of the following:

Previous wording

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 wording

The equity in losses of Alight in the nine months ended September 30, 2025 was primarily driven by the pickup of our ratable portion of Alight's goodwill impairment of $2,321 million. The equity in earnings of BKFC in the nine months ended September 30, 2025 was primarily driven by the pickup of our ratable portion of BKFC's increased player trading income.

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 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

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 13.6% and 0.8%, respectively, in the three months ended September 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 18.3% and 1.9%, respectively, partially offset by an increase in the average amount spent by guests each visit of 5.7% and 1.2%, respectively. The decline in same store sales is an unfavorable trend reasonably likely to have a material unfavorable impact on future net sales and income from continuing operations.

Previous wording

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 wording

Comparable Store Sales. Comparable store sales for our O'Charley's and 99 Restaurants brands decreased by 13.3% and 0.4%, respectively, in the nine months ended September 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 16.3% and 2.1% respectively, partially offset by an increase in the average amount spent by guests each visit of 3.6% and 1.7%, respectively. The decline in same store sales is an unfavorable trend reasonably likely to have a material unfavorable impact on future net sales and income from continuing operations.

Previous wording

As of June 30, 2025, we own approximately 7.6% of the outstanding common stock of Alight. We account for our ownership of Alight under the equity method of accounting; therefore, its results do not consolidate into ours.

Current wording

As of September 30, 2025, we own approximately 7.7% of the outstanding common stock of Alight. We account for our ownership of Alight under the equity method of accounting; therefore, its results do not consolidate into ours.

Previous wording

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

Current wording

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

Previous 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.

Current wording

As of September 30, 2025, we own approximately 44.7% 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 September 30, 2025 and 2024 includes our equity in Black Knight Football’s losses for the three and nine months ended June 30, 2025 and 2024, respectively.

Previous wording

Summarized statement of operation information for Black Knight Football for the relevant dates and time periods included in Equity in (losses) earnings of unconsolidated affiliates in our Condensed Consolidated Statements of Operations is presented below.

Current wording

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

Previous wording

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 wording

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

Previous wording

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 wording

Operating loss decreased $24.5 million in the nine months ended June 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 $19.2 million, or 16.1% for the nine months ended June 30, 2025.

Previous wording

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

Current wording

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

Previous wording

As a result of the pending D&B Sale, the financial results of D&B have been reclassified to discontinued operations. See Note J to our Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report for further details on the amounts included in discontinued operations for all periods presented.

Current wording

As a result of the D&B Sale, the financial results of D&B have been reclassified to discontinued operations. See Note J to our Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report for further details on the amounts included in discontinued operations for all periods presented.

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 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.

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. On November 4, 2025, our Board declared cash dividends of $0.15 per share, payable on December 31, 2025, to Cannae common shareholders of record as of December 17, 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 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.

Current wording

As of September 30, 2025, we had cash and cash equivalents of $233.8 million, of which $225.8 million was cash held by the corporate holding company, and $50.0 million of immediate capacity under our existing holding company credit facilities.

Previous wording

Cash Flows for the Six Months Ended June 30, 2025

Current wording

Cash Flows for the Nine Months Ended September 30, 2025

Previous 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.

Current wording

Operating Cash Flow. Our cash flows used in operations for the nine months ended September 30, 2025 and 2024 totaled $34.1 million and $78.1 million, respectively. The decrease in cash used in operations of $44.0 million is primarily attributable to tax refunds received of $23.1 million and lower operating expenses, including professional fees, in the 2025 period compared to the 2024 period.

Previous 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.

Current wording

Investing Cash Flows. Our cash flows provided by investing activities for the nine months ended September 30, 2025 and 2024 were $493.8 million and $307.1 million, respectively. The increase in cash provided by investing activities of $186.7 million in the 2025 period from the 2024 period is primarily attributable to our current year sale of our remaining interest in D&B for proceeds of $629.8 million partially offset by prior year proceeds from the sale of a portion of our interest D&B of $100.9 million and $264.0 million proceeds from sales of Dayforce and by a $79.3 million increase 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 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.

Current wording

Financing Cash Flows. Our cash flows used in financing activities for the nine months ended September 30, 2025 and 2024 were $357.4 million and $174.5 million, respectively. The increase in cash used in financing activities of $182.9 million is primarily attributable to the decreased borrowings of $61.1 million, increased repayments of debt of $113.9 million and increased dividends paid of $8.5 million in the 2025 period compared to the 2024 period.

Previous 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.

Current wording

During the nine months ended September 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 September 30, 2025, we have repurchased a total of 10.0 million 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

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.

Current wording

During the three months ended September 30, 2025, we repurchased a total of 6,212,998 shares of Cannae common stock for approximately $120.4 million in the aggregate, or an average of $19.38 per share under the 2023 Repurchase Program. During the nine months ended September 30, 2025, we repurchased a total of 9,705,074 shares of Cannae common stock for approximately $189.8 million in the aggregate, or an average of $19.56 per share under the 2023 Repurchase Program. From October 1, 2025 through November 7, 2025, we repurchased an additional 294,926 shares of Cannae common stock for approximately $5.4 million in the aggregate, or an average of $18.21 per share, pursuant to the 2023 Repurchase Program. Since the original commencement of the 2022 Repurchase Program through market close on November 7, 2025, we have repurchased a total of 10,000,000 shares of Cannae common stock for approximately $195.2 million in the aggregate, or an average of $19.52 per share. As of the date of this Quarterly Report, there are no shares available for repurchase under the 2023 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 June 30, 2025, 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. As of September 30, 2025, we have not made any purchases under the 2025 Repurchase Program and there are 10.0 million shares available for repurchase under the 2025 Repurchase Program. From October 1, 2025 through November 7, 2025, we repurchased an additional 2,003,608 shares of Cannae common stock for approximately $36.9 million in the aggregate, or an average of $18.38 per share, pursuant to the