Cannae Holdings, Inc 10-Q for FY2026 Q3

Cannae Holdings, Inc. (CNNE)

10-Q 2026-11-09 For: 2026-09-30

Added on November 09, 2026

About this 10-Q

Cannae Holdings, Inc filed this 10-Q on November 9, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).

Headline figures

Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $68.1M; down 16.2% from $81.3M a year earlier
Net loss: $20.2M; compared with a net loss of $68.4M a year earlier
Diluted EPS: -$0.48; compared with -$1.25 a year earlier

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			Page
Part I: FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements
A. Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025			1
B. Condensed Consolidated Statements of Operations for the three and nine-month periods ended September 30, 2026 and 2025			2
C. Condensed Consolidated Statements of Comprehensive (Loss) Earnings for the three and nine-month periods ended September 30, 2026 and 2025			3
D. Condensed Consolidated Statements of Equity for the three and nine-month periods ended September 30, 2026 and 2025			4
E. Condensed Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2026 and 2025			6
F. Notes to Condensed Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			29
Item 3. Quantitative and Qualitative Disclosure About Market Risk			40
Item 4. Controls and Procedures			40
Part II: OTHER INFORMATION
Item 1. Legal Proceedings			41

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			41
Item 3. Defaults Upon Senior Securities			41
Item 4. Mine Safety Disclosures			41
Item 5. Other Information			41
Item 6. Exhibits			42


	September 30, 2026		December 31, 2025

ASSETS
Current assets:
Cash and cash equivalents	$	111.7	$	180.2





Income taxes receivable	1.5		48.8
Other current assets	42.4		20.2

Current assets of discontinued operations - see Note J	—		7.4
Total current assets	155.6		256.6
Investments in unconsolidated affiliates	571.0		643.5
Equity securities, without a readily determinable fair value	143.1		147.3
Equity securities, at fair value	98.0		1.4
Lease assets	71.7		79.0
Property and equipment, net	54.2		43.3
Goodwill	5.1		53.4
Deferred tax asset	—		0.6
Other intangible assets, net	8.5		9.8

Other long-term investments and non-current assets	5.6		27.4

Noncurrent assets of discontinued operations - see Note J	—		46.6
Total assets	$	1,112.8	$	1,308.9
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and other accrued liabilities, current	$	55.8	$	81.4
Lease liabilities, current	11.3		10.5
Deferred revenue	12.6		9.0
Notes payable, current	1.0		1.4


Current liabilities of discontinued operations - see Note J	—		27.4
Total current liabilities	80.7		129.7
Lease liabilities, long-term	73.4		79.0
Notes payable, long-term	64.6		64.6
Deferred tax liability	2.2		—


Accounts payable and other accrued liabilities, long-term	9.0		9.2

Noncurrent liabilities of discontinued operations - see Note J	—		47.3
Total liabilities	229.9		329.8
Commitments and contingencies - see Note H

Equity:
Cannae common stock, 0.0001 par value; authorized 115,000,000 shares as of September 30, 2026 and December 31, 2025; issued of 95,332,531 and 94,925,400 shares as of September 30, 2026 and December 31, 2025, respectively, and outstanding of 40,341,418 and 46,703,745 shares as of September 30, 2026 and December 31, 2025, respectively	—		—
Preferred stock, 0.0001 par value; authorized 10,000,000 shares; none issued and outstanding as of September 30, 2026 and December 31, 2025	—		—
Retained (deficit) earnings	(22.4)		11.5
Additional paid-in capital	2,049.9		2,040.5
Less: Treasury stock, 54,991,113 and 48,221,655 shares as of September 30, 2026 and December 31, 2025, respectively, at cost	(1,140.7)		(1,046.5)

Accumulated other comprehensive (loss) income	(1.7)		6.5
Total Cannae shareholders' equity	885.1		1,012.0
Noncontrolling interests	(2.2)		(32.9)
Total equity	882.9		979.1
Total liabilities and equity	$	1,112.8	$	1,308.9


	Three months ended September 30,				Nine months ended September 30,
	2026		2025		2026		2025

Revenues:
Restaurant revenue	$	66.2	$	69.0	$	203.3	$	210.4
Other operating revenue	1.9		12.3		16.4		24.7
Total operating revenues	68.1		81.3		219.7		235.1
Operating expenses:
Cost of restaurant revenue	60.2		61.7		181.6		185.2
Personnel costs	7.2		11.6		30.1		60.8
Depreciation and amortization	1.3		2.2		5.3		6.7
Other operating expenses, including asset impairments	9.6		13.2		39.5		64.4
Goodwill impairment	16.2		—		48.4		—
Total operating expenses	94.5		88.7		304.9		317.1
Operating loss	(26.4)		(7.4)		(85.2)		(82.0)
Other income (expense):
Interest, investment and other income	1.3		1.8		6.9		8.1
Interest expense	(0.9)		(3.0)		(3.9)		(9.5)
Recognized gains (losses), net	30.3		8.5		105.2		(60.9)
Total other income (expense)	30.7		7.3		108.2		(62.3)
Income (loss) before income taxes and equity in losses of unconsolidated affiliates	4.3		(0.1)		23.0		(144.3)
Income tax expense (benefit)	1.5		(3.8)		3.6		14.6
Income (loss) before equity in losses of unconsolidated affiliates	2.8		3.7		19.4		(158.9)
Equity in losses of unconsolidated affiliates	(11.4)		(57.5)		(15.4)		(155.1)
Net (loss) income from continuing operations	(8.6)		(53.8)		4.0		(314.0)
Net loss from discontinued operations, net of tax - see Note J	(16.0)		(17.0)		(36.0)		(112.3)
Net loss	(24.6)		(70.8)		(32.0)		(426.3)
Less: Net loss attributable to noncontrolling interests	(4.4)		(2.4)		(17.2)		(6.1)
Net loss attributable to Cannae Holdings, Inc. common shareholders	$	(20.2)	$	(68.4)	$	(14.8)	$	(420.2)
Amounts attributable to Cannae Holdings, Inc. common shareholders
Net (loss) income from continuing operations attributable to Cannae Holdings, Inc. common shareholders	$	(5.7)	$	(54.0)	$	11.8	$	(314.1)
Net loss from discontinued operations attributable to Cannae Holdings, Inc. common shareholders	(14.5)		(14.4)		(26.6)		(106.1)
Net loss attributable to Cannae Holdings, Inc. common shareholders	$	(20.2)	$	(68.4)	$	(14.8)	$	(420.2)

Earnings per share
Basic
Net (loss) income per share from continuing operations	$	(0.14)	$	(0.99)	$	0.27	$	(5.30)
Net loss per share from discontinued operations	(0.34)		(0.26)		(0.61)		(1.79)
Net loss per share	$	(0.48)	$	(1.25)	$	(0.34)	$	(7.09)
Diluted
Net (loss) income per share from continuing operations	$	(0.14)	$	(0.99)	$	0.26	$	(5.30)
Net loss per share from discontinued operations	(0.34)		(0.26)		(0.60)		(1.79)
Net loss per share	$	(0.48)	$	(1.25)	$	(0.34)	$	(7.09)
Weighted Average Shares Outstanding
Weighted average shares outstanding Cannae Holdings common stock, basic basis	42.3		54.7		43.9		59.3
Weighted average shares outstanding Cannae Holdings common stock, diluted basis	42.3		54.7		44.0		59.3


	Three months ended September 30,				Nine months ended September 30,
	2026		2025		2026		2025

Net loss	$	(24.6)	$	(70.8)	$	(32.0)	$	(426.3)
Other comprehensive earnings (loss), net of tax:
Unrealized (loss) earnings of investments in unconsolidated affiliates (1)	(1.5)		6.3		(8.0)		6.8


Reclassification adjustments for unrealized gains and losses of unconsolidated affiliates, net of tax, included in net earnings (2)	(0.2)		18.0		(0.2)		21.2
Other comprehensive (loss) earnings	(1.7)		24.3		(8.2)		28.0
Comprehensive loss	(26.3)		(46.5)		(40.2)		(398.3)
Less: Comprehensive loss attributable to noncontrolling interests	(4.4)		(2.4)		(17.2)		(6.1)
Comprehensive loss attributable to Cannae Holdings, Inc. common shareholders	$	(21.9)	$	(44.1)	$	(23.0)	$	(392.2)


	Common Stock			Additional Paid-in Capital		Retained Earnings (Deficit)		Accumulated Other Comp (Loss) Earnings		Treasury Stock			Non-controlling Interests		Total Equity
	Shares	$								Shares	$

Balance, June 30, 2025	94.7	$	—	$	2,035.4	$	200.1	$	(15.5)	36.9	$	(838.6)	$	(24.7)	$	1,356.7



Other comprehensive earnings (loss) — unrealized gains and (losses) of investments in unconsolidated affiliates, net of tax	—	—		—		—		6.3		—	—		—		6.3

Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net earnings	—	—		—		—		18.0		—	—		—		18.0



Treasury stock repurchases	—	—		—		—		—		6.2	(121.6)		—		(121.6)
Issuance of restricted stock and shares held in trust	0.1	—		—		—		—		0.1	—		—		—
Stock-based compensation, consolidated subsidiaries	—	—		1.9		—		—		—	—		—		1.9

Stock-based compensation, unconsolidated affiliates	—	—		0.5		—		—		—	—		—		0.5
Other activity in non-controlling interests	—	—		—		—		—		—	—		(0.1)		(0.1)
Dividends declared	—	—		—		(8.2)		—		—	—		—		(8.2)
Net loss	—	—		—		(68.4)		—		—	—		(2.4)		(70.8)
Balance, September 30, 2025	94.8	$	—	$	2,037.8	$	123.5	$	8.8	43.2	$	(960.2)	$	(27.2)	$	1,182.7

Balance, June 30, 2026	95.3	$	—	$	2,046.8	$	3.4	$	—	52.0	$	(1,092.6)	$	(45.7)	$	911.9


Other comprehensive earnings (loss) — unrealized gains and (losses) of investments in unconsolidated affiliates, net of tax	—	—		—		—		(1.5)		—	—		—		(1.5)


Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net earnings	—	—		—		—		(0.2)		—	—		—		(0.2)


Treasury stock repurchases	—	—		—		—		—		3.0	(47.9)		—		(47.9)

Payment for shares withheld for taxes and in treasury	—	—		—		—		—		—	(0.2)		—		(0.2)
Stock-based compensation, consolidated subsidiaries	—	—		2.1		—		—		—	—		—		2.1
Stock-based compensation, unconsolidated affiliates	—	—		1.0		—		—		—	—		—		1.0





Deconsolidation of O'Charley's	—	—		—		—		—		—	—		49.4		49.4
Deconsolidation of Brasada	—	—		—		—		—		—	—		(1.5)		(1.5)
Other	—	—		—		0.7		—		—	—		—		0.7
Dividends declared	—	—		—		(6.3)		—		—	—		—		(6.3)
Net income (loss)	—	—		—		(20.2)		—		—	—		(4.4)		(24.6)
Balance, September 30, 2026	95.3	$	—	$	2,049.9	$	(22.4)	$	(1.7)	55.0	$	(1,140.7)	$	(2.2)	$	882.9


☑						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comp (Loss) Earnings		Treasury Stock			Non-controlling Interests		Total Equity
	Shares	$								Shares	$

Balance, December 31, 2024	94.3	$	—	$	2,013.3	$	567.1	$	(19.2)	31.5	$	(724.7)	$	(21.2)	$	1,815.3



Other comprehensive earnings (loss) — unrealized gains and losses of investments in unconsolidated affiliates, net of tax	—	—		—		—		6.8		—	—		—		6.8

Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net loss	—	—		—		—		21.2		—	—		—		21.2
Treasury stock repurchases	—	—		—		—		—		11.9	(233.9)		—		(233.9)



Issuance of restricted stock and shares held in trust	0.5	—		—		—		—		0.4	—		—		—
Vesting of shares held in trust	—	—		—		—		—		(0.7)	—		—		—
Payment for shares withheld for taxes and in treasury	—	—		—		—		—		0.1	(1.6)		—		(1.6)
Stock-based compensation, consolidated subsidiaries	—	—		16.8		—		—		—	—		—		16.8
Stock-based compensation, unconsolidated affiliates	—	—		7.7		—		—		—	—		—		7.7
Other activity in non-controlling interests	—	—		—		—		—		—	—		0.1		0.1
Dividends declared	—	—		—		(23.4)		—		—	—		—		(23.4)
Net loss	—	—		—		(420.2)		—		—	—		(6.1)		(426.3)
Balance, September 30, 2025	94.8	$	—	$	2,037.8	$	123.5	$	8.8	43.2	$	(960.2)	$	(27.2)	$	1,182.7

Balance, December 31, 2025	94.9	$	—	$	2,040.5	$	11.5	$	6.5	48.2	$	(1,046.5)	$	(32.9)	$	979.1


Other comprehensive earnings (loss ) — unrealized gains and losses of investments in unconsolidated affiliates, net of tax	—	—		—		—		(8.0)		—	—		—		(8.0)


Reclassification adjustments for unrealized gains and losses on unconsolidated affiliates, net of tax, included in net loss	—	—		—		—		(0.2)		—	—		—		(0.2)


Treasury stock repurchases	—	—		—		—		—		6.5	(92.7)		—		(92.7)
Issuance of restricted stock and shares held in trust	0.4	—		—		—		—		0.3	—		—		—
Vesting of shares held in trust	—	—		—		—		—		(0.1)	—		—		—
Payment for shares withheld for taxes and in treasury	—	—		—		—		—		0.1	(1.5)		—		(1.5)
Stock-based compensation, consolidated subsidiaries	—	—		6.3		—		—		—	—		—		6.3

Stock-based compensation, unconsolidated affiliates	—	—		3.1		—		—		—	—		—		3.1



Deconsolidation of O'Charley's	—	—		—		—		—		—	—		49.4		49.4
Deconsolidation of Brasada	—	—		—		—		—		—	—		(1.5)		(1.5)
Other	—	—		—		0.6		—		—	—		—		0.6

Dividends declared	—	—		—		(19.7)		—		—	—		—		(19.7)
Net loss	—	—		—		(14.8)		—		—	—		(17.2)		(32.0)
Balance, September 30, 2026	95.3	$	—	$	2,049.9	$	(22.4)	$	(1.7)	55.0	$	(1,140.7)	$	(2.2)	$	882.9


	As of and for the year ended December 31, 2025
	As Reported		Correction		As Corrected
	(In millions)
Balance Sheet
Income taxes receivable	$	60.6	$	(11.8)	$	48.8
Total assets	1,320.7		(11.8)		1,308.9
Retained earnings	23.3		(11.8)		11.5
Total equity	990.9		(11.8)		979.1

Statement of Operations
Income tax expense	$	13.0	$	11.8	$	24.8
Net loss	(524.9)		(11.8)		(536.7)
Net loss attributable to Cannae Holdings, Inc. common shareholders	(513.2)		(11.8)		(525.0)
Net loss per share	$	(9.08)	$	(0.21)	$	(9.29)


	Ownership at September 30, 2026		September 30, 2026		December 31, 2025
			(In millions)
BKFC	44.3	%	$	163.0	$	147.3
JANA Partners	50.0	%	140.0		141.1
CSI	6.4	%	99.9		101.2

Alight	7.6	%	67.6		73.8
JANA Fund	3.3	%	52.6		50.2
Other (1)	various		47.9		129.9
Total			$	571.0	$	643.5


	Three months ended June 30,				Nine months ended June 30,
	2026		2025		2026		2025
	(In millions)
Total revenues	$	117.5	$	87.9	$	279.2	$	209.1

Depreciation and amortization	45.6		30.3		124.7		86.4
Interest expense	8.0		10.0		24.0		20.1
Operating loss	(38.4)		62.1		(53.9)		23.4
Losses of unconsolidated affiliates	—		(1.1)		(3.6)		(4.9)
Net (loss) income	(42.4)		60.4		(40.3)		10.0
Net (loss) attributable to noncontrolling interests	(0.9)		—		(3.2)		—
Net (loss) income attributable to BKFC	(41.5)		60.4		(37.1)		10.0


	September 30, 2026
	Level 1		Level 2		Level 3		Total
	(In millions)
Assets:
Cash and cash equivalents	$	111.7	$	—	$	—	$	111.7

Equity securities:


SpaceX	98.0		—		—		98.0
Total equity securities	98.0		—		—		98.0
Total assets	$	209.7	$	—	$	—	$	209.7


	Restaurant Group		Alight		BKFC		JANA		Total Reportable Segments		Corporate and Other		Total Consolidated
	(In millions)
Restaurant revenues	$	66.2							$	66.2	$	—	$	66.2
Other revenues	—								—		1.9		1.9
Total revenues	66.2								66.2		1.9		68.1
Expenses
Cost of revenue	60.2								60.2
Depreciation and amortization	1.3								1.3
Other segment items (1)	24.1								24.1
Interest expense	0.2								0.2
Equity in (loss) earnings of unconsolidated affiliates	—		(3.9)		(17.6)		0.1		(21.4)
Net (loss) earnings from continuing operations	$	(19.6)	$	(3.9)	$	(17.6)	$	0.1	$	(41.0)	$	32.4	$	(8.6)
Assets	$	128.9	$	67.6	$	163.0	$	140.0	$	499.5	$	613.3	$	1,112.8
Goodwill	5.1								5.1		—		5.1



2026 (remaining)	$	1.0
2027	13.8
2028	—
2029	—
2030	47.5
Thereafter	3.3
Total	$	65.6


	Three months ended September 30, 2025		Nine months ended September 30, 2025

	(In millions)
Other income (expense):
Recognized losses	$	(10.6)	$	(86.6)
Equity in losses of unconsolidated affiliates	—		(11.3)
Loss from discontinued operations before income taxes	(10.6)		(97.9)
Income tax expense (benefit)	—		—
Net loss from discontinued operations, net of tax	$	(10.6)	$	(97.9)


	Nine months ended September 30,
	2026		2025
	(In millions)
Cash paid during the period:
Interest	$	2.2	$	4.5
Income taxes, net of refunds	(46.8)		(24.3)

Non-cash investing and financing activities:
Equity in Fulfillment received as consideration in the WD Transaction	—		6.8
Exchange of real estate as repayment of debt	—		(12.2)


	For the nine months ended September 30,
	2026		2025
	(in millions)
Net cash provided by (used in) operating activities	$	(15.2)	$	(13.2)
Net cash provided by (used in) investing activities	(1.1)		(2.4)


		Fair Value as Previously Reported June 30, 2026		Measurement Period Adjustments		Fair Value as Adjusted September 30, 2026
	(in millions)
Property and equipment, net		$	20.7	$	17.5	$	38.2
Investment in Premiership Rugby Limited		21.1		2.2		23.3

Other intangible assets, net		0.7		0.6		1.3
Other assets		3.7		—		3.7
Total assets acquired		$	46.2	$	20.3	$	66.5

Deferred revenue		$	9.3	$	—	$	9.3
Deferred tax liability		1.9		0.2		2.1
Debt		17.0		—		17.0
Other liabilities		8.4		—		8.4
Total liabilities assumed		$	36.6	$	0.2	$	36.8
Net assets acquired		$	9.6	$	20.1	$	29.7

Consideration transferred		$	9.6			$	9.6
Bargain purchase gain		$	—			$	(20.1)


	Gross Carrying Value		Weighted Average Estimated Useful Life
	(In millions)		(In years)
Property and equipment, net	$	38.2	33
Other intangible assets, net (tradenames and trademarks)	1.3		10


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)(2)(3)	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (4)
Beginning Balance					11,871,587






7/1/2026 - 7/31/2026	—	$	—	—	11,871,587
8/1/2026 - 8/31/2026	1,058,025	15.32		1,058,025	10,813,562
9/1/2026 - 9/30/2026	1,995,000	15.60		1,995,000	8,818,562
Total	3,053,025	$	15.49	3,053,025








10.1†						Letter Agreement, dated July 15, 2026, by and among Cannae Holdings, Inc. and William P. Foley, II (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed July 16, 2026).

10.2						Third Amendment to Black Knight Football Club US, LP Agreement of Limited Partnership, effective as of July 27, 2026 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed August 10, 2026).



31.1*						Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1^						Certification by Principal Executive Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

32.2^						Certification by Chief Financial Officer of Periodic Financial Reports pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

101.INS‡						Inline XBRL Instance Document

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

104						Cover Page Interactive Data File formatted in Inline XBRL and contained in Exhibit 101.

* Filed herewith.
^ Furnished, not filed.
‡ The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
† Indicates management contract or compensatory plan or arrangement.


By:						/s/ Ryan R. Caswell
						Ryan R. Caswell Chief Executive Officer and Principal Executive Officer


By:						/s/ Brett A. Correia
						Brett A. Correia Chief Financial Officer and Principal Financial Officer


By:			/s/ Ryan R. Caswell
			Ryan R. Caswell
			Chief Executive Officer and Principal Executive Officer


By:			/s/ Brett A. Correia
			Brett A. Correia
			Chief Financial Officer and Principal Financial Officer