Cannae Holdings, Inc.

Previous wording

We are continuing to explore strategic alternatives related to our restaurant group as part of our portfolio transformation strategy.

Current wording

We are continuing to explore strategic alternatives related to our restaurant group as part of our portfolio transformation strategy. In September 2026, we closed all O'Charley's stores and implemented the O'Charley's ABC in order to eliminate the burden of ongoing operating losses of O'Charley's on the Company's cash. We continue to explore strategic alternatives for 99 Restaurants.

Previous wording

As of June 30, 2026, the book value of our investment in Alight accounted for under the equity method of accounting is$71.1 million. Based on the closing stock price of Alight common shares as of June 30, 2026 and July 31, 2026, the fair value of our investment in Alight was$22.7 million and $34.4 million, respectively. While the fair value of our investment in Alight is currently below our book value as of June 30, 2026, the fair value has only been below book value for approximately six months. Though we do not currently believe our investment in Alight is other than temporarily impaired, because the fair value is below the book value of our investment as of June 30, 2026, further declines in fair value of the investment, deterioration in Alight's actual or forecasted results of operations or adverse changes in the U.S. macroeconomic environment could result in an impairment charge in future periods to record our asset at fair value.

Current wording

As of September 30, 2026, the book value of our investment in Alight accounted for under the equity method of accounting is$67.6 million. Based on the closing stock price of Alight common shares as of September 30, 2026, the fair value of our investment in Alight was$18.1 million. While the fair value of our investment in Alight is currently below our book value as of September 30, 2026, the fair value has been below book value for nine months. Though we do not currently believe our investment in Alight is other than temporarily impaired as of September 30, 2026, because the fair value is below the book value of our investment, 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 wording

As of June 30, 2026, the Company has a net deferred tax asset of $1.0 million, which is primarily attributable to temporary differences for certain state income taxes, and a deferred tax liability of $1.9 million related to historical UK corporate taxes of Exeter. The Company continues to record a full valuation allowance on its US federal NOL carryforwards and certain other US deferred taxes related to our ownership interests where it is not more likely than not that the tax benefit will be realized. As of June 30, 2026, our federal valuation allowance was $151.6 million. Additionally, a state valuation allowance of $6.7 million has been recorded representing certain state NOLs where it is not more likely than not that the tax benefit of certain state NOLs will be realized before the NOLs in those certain states expire.

Current wording

As of September 30, 2026, the Company has a deferred tax liability of $2.2 million related to United Kingdom corporate taxes of Exeter and no net U.S. deferred tax asset. The Company continues to record a full valuation allowance on its U.S. federal NOL carryforwards and other U.S. federal deferred taxes assets, including those related to our ownership interests, where it is not more likely than not that the tax benefit will be realized. As of September 30, 2026, our federal valuation allowance was $161.5 million. Additionally, a state valuation allowance of $7.7 million has been recorded on U.S. state deferred tax assets, including state NOLs, where it is not more likely than not that the tax benefit will be realized, including state NOLs in certain states that may expire before they can be used.

Previous wording

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.

Current wording

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 in future periods.

Previous wording

Recognized gains (losses) changed $159.0 million, or 208.7%, in the three months ended June 30, 2026 compared to the corresponding period in 2025. The change in Recognized (losses) gains is discussed in further detail at the segment level below.

Current wording

Recognized gains (losses) increased $21.8 million, or 256.5%, in the three months ended September 30, 2026 compared to the corresponding period in 2025. The increase in Recognized (losses) gains is discussed in further detail at the segment level below.

Previous wording

Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates changed $151.0 million, or 99.2%, in the six months ended June 30, 2026 compared to the corresponding period in 2025.

Current wording

Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates increased $4.4 million, or 4,400.0%, in the three months ended September 30, 2026 compared to the corresponding period in 2025. The increase was primarily attributable to the increase in Recognized (losses) gains in the period and is discussed in further detail at the segment level below.

Previous wording

Income tax expense (benefit) was $1.7 million and $(1.8) million in the three-month periods ended June 30, 2026 and 2025, respectively. Our effective tax rate was 6.0% and 1.3% in the three months ended June 30, 2026 and 2025, respectively. Our effective tax rate fluctuates depending on our estimate of ultimate income tax liability and changes in the characteristics of net earnings, such as the weighting of operating income versus other income or earnings and losses of unconsolidated affiliates. The change in our effective tax rate in the three months ended June 30, 2026 compared to the corresponding period in 2025 is attributable to the varying impact of equity in losses of unconsolidated affiliates on income tax expense (benefit).

Current wording

Income tax expense (benefit) was $1.5 million and $(3.8) million in the three-month periods ended September 30, 2026 and 2025, respectively. Our effective tax rate was 34.9% and 3,800.0% in the three months ended September 30, 2026 and 2025, respectively. Our effective tax rate fluctuates depending on our estimate of ultimate income tax liability, changes in our valuation allowance 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, 2026 compared to the corresponding period in 2025 is primarily attributable to a $1.4 million valuation allowance recorded in the third quarter of 2026 on the Company's remaining U.S. state and federal deferred tax assets, and the varying impact of equity in losses of unconsolidated affiliates on income tax expense (benefit).

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. 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.

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 change in net income or loss from our unconsolidated affiliates that are reportable segments is discussed in further detail at the segment level below.

Previous wording

The following is a discussion of the material fluctuations in our consolidated results of operations for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The material changes in revenues, expenses and pre-tax loss for the six months ended June 30, 2026 and 2025 are discussed in further detail at the segment level below.

Current wording

The following is a discussion of the material fluctuations in our consolidated results of operations for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. The material changes in revenues, expenses and pre-tax loss for the nine months ended September 30, 2026 and 2025 are discussed in further detail at the segment level below.

Previous wording

Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates changed $163.9 million, or 120.9%, in the three months ended June 30, 2026 compared to the corresponding period in 2025.

Current wording

Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates increased $167.3 million, or 115.9%, in the nine months ended September 30, 2026 compared to the corresponding period in 2025.

Previous wording

Income tax expense was $2.2 million and $18.4 million in the six-month periods ended June 30, 2026 and 2025, respectively. Our effective tax rate was (183.3)% and (12.1)% in the six months ended June 30, 2026 and 2025, respectively. Our effective tax rate fluctuates depending on our estimate of ultimate income tax liability and changes in the characteristics of net earnings, such as the weighting of operating income versus other income or earnings and losses of unconsolidated affiliates. The change in our effective tax rate in the six months ended June 30, 2026 compared to the corresponding period in 2025 is primarily attributable to recording a valuation allowance recorded in the prior year period of $84.8 million and the varying impact of equity in losses of unconsolidated affiliates on income tax expense (benefit).

Current wording

Income tax expense was $3.6 million and $14.6 million in the nine-month periods ended September 30, 2026 and 2025, respectively. Our effective tax rate was 15.7% and (10.1)% in the nine months ended September 30, 2026 and 2025, respectively. Our effective tax rate fluctuates depending on our estimate of ultimate income tax liability, changes in our valuation allowance 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 ended September 30, 2026 compared to the corresponding period in 2025 primarily reflects the prior year period, in which we recorded a valuation allowance of $99.0 million on our federal deferred tax assets, resulting in income tax expense on a pretax loss that included mark-to-market losses on investments. In 2026, with a full valuation allowance in place, the federal tax on pretax income, including the unrealized gain on SpaceX and the gains on the sales of Watkins and Brasada, is offset by a decrease in the valuation allowance; income tax expense primarily reflects a $2.2 million valuation allowance on the tax benefit recognized in other comprehensive loss, a $1.0 million valuation allowance on U.S. state deferred tax assets and state income taxes. The nontaxable gain on the bargain purchase of Exeter also reduced the 2026 effective tax rate.

Previous wording

Equity in losses of unconsolidated affiliates for thesix months ended June 30, 2026 and 2025, consisted of the following:

Current wording

Equity in losses of unconsolidated affiliates for thenine months ended September 30, 2026 and 2025, 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 $2,321.0 million. The change in net income or loss from our unconsolidated affiliates that are reportable segments is discussed in further detail at the segment level below.

Previous wording

Total revenues for the Restaurant Group segment decreased $9.9 million, or 9.7%, in the three months ended June 30, 2026, compared to the corresponding period in 2025. The reduction in revenue is primarily attributable to approximately $4.1 million of incremental revenue included in the three months ended June 30, 2025 associated with O'Charley's store locations that were closed prior to the three months ended June 30, 2026 and a decline in comparable store sales.

Current wording

Total revenues for the Restaurant Group segment decreased $2.8 million, or 4.1%, in the three months ended September 30, 2026, compared to the corresponding period in 2025. The reduction in revenue is primarily attributable to a decline in comparable store sales.

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 13.1% and 4.0%, respectively, in the three months ended June 30, 2026 compared to the corresponding period in 2025. The decrease is primarily attributable to our O'Charley's and 99 Restaurants brands decrease in guest counts of 23.8% and 6.4%, respectively, partially offset by an increase in the average amount spent by guests each visit of

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 99 Restaurants decreased by 4.2% in the three months ended September 30, 2026 compared to the corresponding period in 2025. The decrease is primarily attributable to a decrease in guest counts of 6.4%, partially offset by an increase in the average amount spent by guests each visit of 2.3%. 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

Cost of restaurant revenue decreased directionally consistent with Restaurant revenue in the period. Cost of restaurant revenue as a percentage of Restaurant revenue was 92.7% and 89.1% in the three months ended June 30, 2026 and 2025, respectively.

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 90.9% and 89.4% in the three months ended September 30, 2026 and 2025, respectively.

Previous wording

Goodwill impairment for the Restaurant Group segment increased $32.1 million in the three months ended June 30, 2026, compared to the corresponding period in 2025. The Company determined that it was more likely than not that the fair value of its 99 Restaurants reporting unit was less than its carrying value. As such, the Company performed a quantitative goodwill impairment test as of June 30, 2026 which resulted in an associated goodwill impairment loss of $32.1 million.

Current wording

Goodwill impairment for the Restaurant Group segment increased $16.2 million in the three months ended September 30, 2026, compared to the corresponding period in 2025. In connection with the Company’s ongoing evaluation of strategic alternatives for the Restaurant Group, the Company determined that it was more likely than not that the fair value of its 99 Restaurants reporting unit was less than its carrying value. As such, the Company performed a quantitative goodwill impairment test as of September 30, 2026 which resulted in an associated goodwill impairment loss of $16.2 million. Following the impairment, the goodwill balance associated with the 99 Restaurants reporting unit was reduced from $21.3 million to $5.1 million.

Previous wording

Total revenues for the Restaurant Group segment decreased $17.1 million, or 8.5%, in the six months ended June 30, 2026, compared to the corresponding period in 2025. The reduction in revenue is primarily attributable to approximately $7.9 million of incremental revenue included in the six months ended June 30, 2025 associated with O'Charley's store locations that were closed prior to the six months ended June 30, 2026 and a decline in comparable store sales.

Current wording

Total revenues for the Restaurant Group segment decreased $7.1 million, or 3.4%, in the nine months ended September 30, 2026, compared to the corresponding period in 2025. The reduction in revenue is primarily attributable to approximately a decline in comparable store sales.

Previous wording

Comparable Store Sales. Comparable store sales for our O'Charley's and 99 Restaurants brands decreased by 12.8% and 3.1%, respectively, in the six months ended June 30, 2026 compared to the comparable period in 2025. The decrease in 2026 is primarily attributable to O'Charley's and 99 Restaurants brands decrease in guest counts of 22.2% and 6.9%, respectively, partially offset by an increase in the average amount spent by guests each visit of 12.1% and 4.1%, respectively. The decline in same store sales is an unfavorable trend reasonably likely to have a material unfavorable impact on future net sales and income from continuing operations.

Current wording

Comparable Store Sales. Comparable store sales for our 99 Restaurants decreased by 3.4% in the nine months ended September 30, 2026 compared to the comparable period in 2025. The decrease in 2026 is primarily attributable to a decrease in guest counts of 6.7%, partially offset by an increase in the average amount spent by guests each visit of 3.5%. 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

Cost of restaurant revenue decreased directionally consistent with Restaurant revenues. Cost of restaurant revenue as a percentage of Restaurant revenue was 92.0% and 90.4% in the six months ended June 30, 2026 and 2025, respectively.

Current wording

Cost of restaurant revenue decreased directionally consistent with Restaurant revenues. Cost of restaurant revenue as a percentage of Restaurant revenue was 89.3% and 88.0% in the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

Other operating expense for the Restaurant Group segment increased $18.0 million, or 155.2%, in the six months ended June 30, 2026, compared to the corresponding period in 2025. The change is primarily attributable to $20.2 million increase in non-cash impairment charges to property and equipment and lease assets of O'Charley's and 99 Restaurants.

Current wording

Other operating expense for the Restaurant Group segment increased $8.6 million, or 108.9%, in the nine months ended September 30, 2026, compared to the corresponding period in 2025. The change is primarily attributable to $8.6 million increase in non-cash impairment charges to property and equipment and lease assets of 99 Restaurants.

Previous wording

Goodwill impairment for the Restaurant Group segment increased $32.1 million in the six months ended June 30, 2026, compared to the corresponding period in 2025. The Company determined that it was more likely than not that the fair value of its 99 Restaurants reporting unit was less than its carrying value. As such, the Company performed a quantitative goodwill impairment test as of June 30, 2026 which resulted in an associated goodwill impairment loss of $32.1 million.

Current wording

Goodwill impairment for the Restaurant Group segment increased $48.4 million in the nine months ended September 30, 2026, compared to the corresponding period in 2025. In connection with the Company’s ongoing evaluation of strategic alternatives for the Restaurant Group, the Company determined that it was more likely than not that the fair value of its 99 Restaurants reporting unit was less than its carrying value. As such, the Company performed a quantitative goodwill impairment test as of September 30, 2026 which resulted in an associated goodwill impairment loss of $16.2 million. As a result, the goodwill balance associated with the 99 Restaurants reporting unit was reduced from $53.4 million as of December 31, 2025 to $5.1 million as of September 30, 2026.

Previous wording

As of June 30, 2026, we own approximately 7.7% of the outstanding common stock of Alight. We account for our ownership of Alight under the equity method of accounting; therefore, its results do not consolidate into ours.

Current wording

As of September 30, 2026, 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.

Previous wording

As of June 30, 2026, we own approximately 42.4% of the ownership interest of Black Knight Football. We account for our ownership of BKFC under the equity method of accounting, and therefore its results do not consolidate into ours. We report our equity in the earnings or loss of BKFC on a three-month lag, and accordingly, our net loss for the three months ended June 30, 2026 and 2025 includes our equity in BKFC’s losses for the three and six months ended March 31, 2026 and 2025, respectively.

Current wording

As of September 30, 2026, 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, 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, 2026 and 2025 includes our equity in BKFC’s losses for the three and nine months ended June 30, 2026 and 2025, respectively.

Previous wording

Total revenues for Black Knight Football increased $27.5 million, or 44.9%, and $34.2 million, or 25.8%, in the three and six months ended March 31, 2026, compared to the corresponding period in 2025, respectively. The change in revenue was primarily attributable to a $14.7 million and $21.4 million increase in Premier League revenue for the three and six months ended March 31, 2026, respectively, due to two additional home games played by AFCB during the current year period compared to prior year period along with an overall increase in the quantum of funds available from the Premier League. In addition, there was an increase in matchday and sponsorship revenue in the three and six months ended March 31, 2026, compared to the corresponding period in 2025 which is primarily attributable to the inclusion of consolidated results for AFCB, FCL, and MFC in the current period compared to the inclusion of only AFCB in the prior year periods. For the three and six months ended March 31, 2026, FCL added $6.1 million and MFC added $5.1 million and $8.6 million, respectively.

Current wording

Total revenues for Black Knight Football increased $29.6 million, or 33.7%, and $70.1 million, or 33.5%, in the three and nine months ended June 30, 2026, compared to the corresponding periods in 2025, respectively. The increase in revenue was primarily attributable to a $22.1 million and $41.7 million increase in Premier League revenue for the three and nine months ended June 30, 2026, respectively, resulting from AFCB's higher placement in the Premier League table and an overall increase in the quantum of funds available from the Premier League. In addition, there was an increase in revenue in the three and nine months ended June 30, 2026, respectively, compared to the corresponding period in 2025 from the inclusion of consolidated results for FCL, and MFC in the current periods compared to the inclusion of only AFCB in the prior year periods. For the three and nine months ended June 30, 2026, FCL added revenue of $10.0 million and $15.5 million, respectively.

Previous wording

Depreciation and amortization for BKFC increased $19.7 million, or 70.4%, and $23.9 million or 43.3%, in the three and six months ended March 31, 2026, compared to the corresponding period in 2025, respectively. The increases are primarily attributable to AFCB and the increases in intangible assets for player registrations and property and equipment mainly for the new practice facility of $113.2 million, or 33.2%, and $39.4 million, or 60.9%, respectively, in the current year period compared to the prior year period.

Current wording

Depreciation and amortization for BKFC increased $15.3 million, or 50.5%, and $38.3 million or 44.3%, in the three and nine months ended June 30, 2026, compared to the corresponding periods in 2025, respectively. The increases in both periods are primarily attributable to an increase in amortization of intangible assets for player registrations.

Previous wording

Net income (loss) attributable to Black Knight Football changed $49.9 million, or 191.2%, and $53.6 million, or 112.8%, in the three and six months ended March 31, 2026, compared to the corresponding periods in 2025, respectively. The change was primarily attributable to an increase in player trading income of $46.2 million and $45.5 million in the three and six months ended March 31, 2026, compared to the corresponding periods in 2025, respectively.

Current wording

Net income (loss) attributable to Black Knight Football decreased $102.8 million, or 170.2%, and $50.3 million, or 503.0%, in the three and nine months ended June 30, 2026, compared to the corresponding periods in 2025, respectively. The change was primarily attributable to a decrease in player trading income of $74.9 million and $39.4 million in the three and nine months ended June 30, 2026, compared to the corresponding periods in 2025, respectively, as well as the fluctuations in revenue and depreciation and amortization described above.

Previous wording

As of June 30, 2026, we own approximately 50.0% of the ownership interest of JANA Partners. We account for our ownership of JANA under the equity method of accounting, and therefore its results do not consolidate into ours. We report our equity in the earnings or loss of JANA Partners on a three-month lag, and accordingly, our net earnings (loss) for the three and six months ended June 30, 2026 and 2025 includes our equity in JANA’s earnings for the three and six months ended March 31, 2026, and 2025, respectively.

Current wording

As of September 30, 2026, we own approximately 50.0% of the ownership interest of JANA Partners. We account for our ownership of JANA under the equity method of accounting, and therefore its results do not consolidate into ours. We report our equity in the earnings or loss of JANA Partners on a three-month lag, and accordingly, our net earnings (loss) for the three and nine months ended September 30, 2026 and 2025 includes our equity in JANA’s earnings for the three and nine months ended June 30, 2026, and 2025, respectively.

Previous wording

Total revenues decreased $14.6 million or 56.8% in the six months ended March 31, 2026 relative to the corresponding period in 2025. The change in revenue was primarily attributable to investment performance and the timing of certain performance fees earned over a multi-year period.

Current wording

Total revenues decreased $15.6 million or 50.3% in the nine months ended June 30, 2026 relative to the corresponding period in 2025. The change in revenue was primarily attributable to investment performance and related fee income.

Previous wording

Total operating expenses, excluding Brasada and certain intercompany eliminations ("corporate holding company expenses"), were $8.9 million and $58.8 million in the three months ended June 30, 2026 and 2025, respectively. The decrease in Corporate Holding Company Expenses of $49.9 million, or 85%, in the three months ended June 30, 2026, compared to the corresponding period in 2025, was primarily attributable to the decrease in personnel costs associated with the executive management transition and reduction in management fees described above, and reflects the Company's board and management focus on cost reduction.

Current wording

Total operating expenses, excluding Brasada and certain intercompany eliminations ("Corporate Holding Company Expenses"), were $7.2 million and $9.0 million in the three months ended September 30, 2026 and 2025, respectively. The decrease in Corporate Holding Company Expenses of $1.8 million, or 20%, in the three months ended September 30, 2026, compared to the corresponding period in 2025, was primarily attributable to a decrease in professional related to increased costs associated with our 2025 proxy statement and annual meeting preparation.

Previous wording

Personnel costs decreased $26.9 million, or 63.7%, in the six months ended June 30, 2026, compared to the corresponding period in 2025. The change in personnel costs was primarily driven by a prior year transition in executive management and related employment agreement which resulted in a $17.2 million cash payment and $8.3 million in accelerated stock vesting, partially offset by a decrease in compensation expense in the current year period.

Current wording

Personnel costs decreased $31.6 million, or 63.1%, in the nine months ended September 30, 2026, compared to the corresponding period in 2025. The change in personnel costs was primarily driven by a prior year transition in executive management and related employment agreement which resulted in a $17.2 million cash payment and $8.3 million in accelerated stock vesting.

Previous wording

Other operating expenses decreased $28.5 million, or 62.2%, in the six months ended June 30, 2026 compared to the prior year period. The change was primarily attributable to the MSA Termination Agreement in the prior year which accelerated fees incurred with our Former Manager including $19.0 million in management fees and $9.9 million in termination fees.

Current wording

Other operating expenses decreased $33.5 million, or 59.3%, in the nine months ended September 30, 2026 compared to the prior year period. The change was primarily attributable to the termination of our prior management agreement in the prior year which accelerated fees incurred with our Former Manager including $19.0 million in management fees and $9.9 million in termination fees.

Previous wording

Corporate Holding Company Expenses were $17.8 million and $74.9 million in the six months ended June 30, 2026 and 2025, respectively. The decrease in Corporate Holding Company Expenses of $57.1 million, or 76.2%, in the six months ended June 30, 2026, compared to the corresponding period in 2025, was primarily attributable to the decrease in personnel costs associated with the executive management transition and reduction in management fees described above and reflects the Company's board and management focus on cost reduction.

Current wording

Corporate Holding Company Expenses were $24.9 million and $83.7 million in the nine months ended September 30, 2026 and 2025, respectively. The decrease in Corporate Holding Company Expenses of $58.8 million, or 70.3%, in the nine months ended September 30, 2026, compared to the corresponding period in 2025, was primarily attributable to the decrease in personnel costs associated with the executive management transition and reduction in management fees described above and reflects the Company's board and management focus on cost reduction.

Previous 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.

Current wording

As a result of the D&B Sale and the O'Charley's ABC, the financial results of D&B and O'Charley's 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. On August 6, 2026, our Board declared cash dividends of $0.15 per share, payable on September 30, 2026, to Cannae common shareholders of record as of September 16, 2026. There are no restrictions on our retained earnings regarding our ability to pay dividends to stockholders. The declaration of any future dividends is at the discretion of our Board. Additional uses of cash flow beyond the foregoing over the short and long term are expected to include stock repurchases and debt repayments.

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, 2026, our Board declared cash dividends of $0.15 per share, payable on December 31, 2026, to Cannae common shareholders of record as of December 17, 2026. During the third quarter JANA Partners achieved assets under management above the Initial AUM Threshold as established in the May 2025 purchase agreement which requires Cannae to pay $16.0 million in additional contingent consideration. This payment was previously accounted for in accrued liabilities in our Condensed Consolidated Balance Sheet. We expect to make the payment during the fourth quarter of 2026. For further discussion relating to the payment see Note H - Commitments and Contingencies. There are no restrictions on our retained earnings regarding our ability to pay dividends to stockholders. The declaration of any future dividends is at the discretion of our Board. Additional uses of cash flow beyond the foregoing over the short and long term are expected to include stock repurchases and debt repayments.

Previous wording

As of June 30, 2026, we had cash and cash equivalents of $70.4 million, of which $46.0 million was cash held by the corporate holding company. Subsequent to June 30, 2026, we received $90.0 million in cash proceeds from the sale of our investment in Watkins.

Current wording

As of September 30, 2026, we had cash and cash equivalents of $111.7 million, of which $90.4 million was cash held by the corporate holding company.

Previous wording

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.

Current wording

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.

Previous wording

Cash Flows for the Six Months Ended June 30, 2026

Current wording

Cash Flows for the Nine Months Ended September 30, 2026

Previous wording

Operating Cash Flow. Our cash flows used in operations for the six months ended June 30, 2026 and 2025 totaled $26.4 million and $12.5 million, respectively. The change in cash used in operations of $13.9 million is primarily attributable to $24.5 million of cash refunds of taxes in the 2025 period compared to the $1.2 million in the 2026 period, partially offset by management and termination fees paid to our Former Manager of $21.0 million in the 2025 period compared to $11.4 million in the 2026 period. See Footnote I for additional information on cash paid for income taxes, net of refunds and Footnote A for additional information on cash paid for management and termination fees.

Current wording

Operating Cash Flow. Our cash flows provided by (used in) operations for the nine months ended September 30, 2026 and 2025 totaled $3.0 million and $(36.4) million, respectively. The increase in cash provided by operations of $39.4 million is primarily attributable to $46.8 million of net cash refunds of taxes in the 2026 period compared to $24.3 million of cash refunds of taxes in the 2025 period and management and termination fees paid to our Former Manager of $11.3 million in the 2025 period compared to $16.9 million in the 2026 period. See Note I for additional information on cash paid for income taxes, net of refunds and Note A for additional information on cash paid for management and termination fees.

Previous wording

Investing Cash Flows. Our cash flows (used in) provided by investing activities for the six months ended June 30, 2026 and 2025 were $(21.0) million and $77.5 million, respectively. The change in cash (used in) provided by investing activities of $98.5 million is primarily attributable to cash proceeds from our prior year sales of 10.0 million shares of D&B for $89.5 million and cash proceeds received of $13.6 million in the spin-off of WineDirect, Inc. compared to nominal sales of investments in the current year period. In addition, the Company made cash investments in BKFC of $25.0 million in the prior period and in the current period invested $14.6 million in BKFC and $9.6 million in Exeter.

Current wording

Investing Cash Flows. Our cash flows provided by investing activities for the nine months ended September 30, 2026 and 2025 were $40.5 million and $493.8 million, respectively. The change in cash provided by investing activities of $453.3 million is primarily attributable to (i) cash proceeds from sales of D&B for $629.8 million and $13.6 million in the sale of WineDirect, Inc. in 2025, compared to $90.0 million of proceeds from the sale of Watkins in 2026, partially offset by (ii) an $84.8 million decrease in additional investments in unconsolidated affiliates in 2026 compared to 2025.