Cannae Holdings, Inc. 2025 Annual Report (10-K) Summary
Business Context and Reporting Period
This summary covers the fiscal year ended December 31, 2025. Cannae Holdings, Inc. is a holding company that acquires and actively manages a diversified group of operating companies. Its primary reportable segments include the Restaurant Group (O'Charley's and 99 Restaurants), Alight (human capital management), Black Knight Football (BKFC), and JANA Partners (investment management). The Company also holds interests in CSI, Watkins, and other entities.
Significant corporate developments in 2025 included the termination of the Management Services Agreement with Trasimene Capital Management, LLC, and a leadership transition where William P. Foley, II stepped down as CEO and Chairman to become Vice Chairman, while Ryan R. Caswell was appointed CEO.
Key Financial Metrics
| Metric (in millions) | 2025 | 2024 |
|---|---|---|
| Total Operating Revenues | $423.6 | $452.5 |
| Operating Loss | $(119.6) | $(103.7) |
| Net Loss (Continuing Ops) | $(427.0) | $(287.8) |
| Net Loss (Discontinued Ops) | $(97.9) | $(22.3) |
| Total Net Loss | $(524.9) | $(310.1) |
| Net Loss Attributable to Cannae | $(513.2) | $(304.6) |
| Cash and Cash Equivalents | $182.0 | $131.5 |
| Total Debt (Notes Payable) | $70.8 | $181.0 |
| Equity in Losses of Unconsolidated Affiliates | $(223.5) | $(32.9) |
Material Changes vs. Prior Period
- Discontinued Operations: The Company sold its entire interest in Dun & Bradstreet (D&B) in August 2025 for $540.3 million. D&B is now reported as a discontinued operation, resulting in a net loss of $97.9 million for the year due to fair value adjustments and equity losses.
- Investment Impairments: A significant $59.1 million impairment was recorded for the Alight investment due to a decline in fair value below book value. Additionally, recognized losses, net, totaled $69.1 million, driven by fair value adjustments and impairments.
- Restaurant Group Performance: Restaurant revenues declined 6.9% to $390.5 million, driven by store closures and a decrease in comparable store sales (O'Charley's down 13.4%, 99 Restaurants down 0.6%). Operating loss for the segment widened to $27.9 million.
- Equity Method Investments: Equity in losses of unconsolidated affiliates increased significantly to $223.5 million, primarily due to Alight's net loss of $3,097 million (Cannae's share: $236.8 million) and BKFC's losses.
- Capital Allocation: The Company repurchased approximately 17 million shares of common stock in 2025 for roughly $318 million, completing its 2022 and 2023 repurchase programs and initiating a new 2025 program.
Guidance, Outlook, and Risks
- Management Commentary: Management continues to focus on long-term value creation through active ownership. The Restaurant Group is navigating high inflation and labor costs, while BKFC is expanding its multi-club model with new acquisitions (FC Lorient, Moreirense). JANA Partners saw increased ownership to 50%.
- Internal Control Material Weakness: The Company identified a material weakness in internal controls over financial reporting related to the determination of impairment charges for Right-of-Use (ROU) assets and fixed assets at the Restaurant Group. This resulted in an adverse opinion on internal controls from the auditor, though the financial statements received an unqualified opinion.
- Key Risks:
- Alight Volatility: Significant goodwill impairment at Alight ($3.1 billion) and continued losses pose risks to Cannae's investment value.
- Restaurant Competition: Intense competition, rising commodity/labor costs, and shifting consumer preferences threaten the Restaurant Group's margins.
- Football Club Performance: BKFC's revenue is heavily dependent on media rights distributions and on-field performance of its clubs (e.g., AFC Bournemouth).
- Liquidity: While cash balances are healthy, the Company relies on distributions from unconsolidated affiliates and asset sales for liquidity.
Investor Verification Checklist
- Alight Investment Valuation: Verify the current fair value of the Alight investment ($78.9 million) against the book value ($73.8 million) and monitor for further impairment risks given Alight's massive operating losses.
- Restaurant Comparable Sales: Monitor the trajectory of comparable store sales for O'Charley's and 99 Restaurants to assess if the decline is stabilizing.
- Internal Control Remediation: Review progress on remediation plans for the material weakness regarding asset impairment controls at the Restaurant Group.
- Discontinued Operations: Confirm the final tax implications and cash proceeds from the Dun & Bradstreet sale are fully realized.
- Debt Covenants: Review the terms of the 2020 Margin Facility and FNF Revolver, specifically collateral requirements tied to Alight stock performance.