Cannae Holdings, Inc.
For the period ended Dec 31, 2025. Filed Mar 2, 2026.
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FY2025 · Filed Mar 2, 2026
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Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements
Board of Directors and Shareholders
Cannae Holdings, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheet of Cannae Holdings, Inc. and subsidiaries (the "Company") as of December 31, 2025, the related consolidated statements of operations, comprehensive earnings, equity, and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, based on our audit and the report of Ernst & Young LLP, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"), and our report dated March 2, 2026 expressed an adverse opinion.
We did not audit the consolidated financial statements of Alight, Inc. ("Alight"), the Company’s investment which is accounted for by the use of the equity method. The accompanying consolidated financial statements of the Company include its equity investment in Alight of $73.8 million as of December 31, 2025 and its equity in losses of Alight of $236.8 million for the year ended December 31, 2025. Those financial statements were audited by Ernst & Young LLP, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Alight, is based solely on the report of Ernst & Young LLP.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit and the report of Ernst & Young LLP provide a reasonable basis for our opinion.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Accounting for Equity Method Investments
As described further in Note B to the financial statements, the Company holds multiple equity method investments that are accounted for in accordance with Accounting Standards Codification 323, Investments — Equity Method and Joint Ventures. The Company’s equity method investments include diverse investee business models, varying ownership percentages and differing levels of influence over each investee. We determined the evaluation of the applicability of the equity method of accounting to these investments to be a critical audit matter.
The principal considerations for our determination that the evaluation of the applicability of the equity method of accounting to these investments is a critical audit matter are that the Company’s ownership percentages in certain investees vary from small minority interests to majority ownership interests. These differing ownership percentages, when coupled with the evaluation of the Company’s level of influence over each investee required complex auditor judgement in evaluating the appropriateness of management’s conclusion of the applicability of the equity method of accounting.
Our audit procedures related to the evaluation of the applicability of the equity method of accounting to these investments included the following, among others:
For select equity method investments, we consulted with our national office resources and assessed management’s evaluation of the applicability of the equity method of accounting to the investee which included consideration of ownership interests and the Company’s influence over each investee.
/s/ GRANT THORNTON, LLP
We have served as the Company’s auditor since 2025.
Newport Beach, California
March 2, 2026
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