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What changed in Cannae Holdings, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Cannae Holdings, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+298 added−380 removedSource: 10-K (2026-03-02) vs 10-K (2025-02-27)

Top changes in Cannae Holdings, Inc.'s 2025 10-K

298 paragraphs added · 380 removed · 191 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

52 edited+26 added−67 removed42 unchanged
Biggest changeThrough Alight Worklife, Alight believes it is defining the future of employee benefits by providing an enterprise level, integrated offering designed to drive better outcomes for organizations and individuals. 2 Table of Contents We account for our ownership of Alight using the equity method of accounting; therefore, its results of operations do not consolidate into ours. Black Knight Football .
Biggest changeParticipants can 1 Table of Contents access their solutions digitally, including through a mobile application on Alight Worklife®, their intuitive, cloud-based employee engagement platform. Through Alight Worklife, Alight believes it is defining the future of employee benefits by providing an enterprise level, integrated offering designed to drive better outcomes for organizations and individuals.
Average weekly sales per restaurant are typically higher in the first and fourth quarters than in other quarters, and we typically generate a disproportionate share of our earnings from operations in the first half of the year. Holidays, severe weather and other disruptive conditions may impact sales volumes seasonally in some operating regions.
Average weekly sales per restaurant are typically higher in the first and second quarters than in other quarters, and we typically generate a disproportionate share of our earnings from operations in the first half of the year. Holidays, severe weather and other disruptive conditions may impact sales volumes seasonally in some operating regions.
The activities of our various businesses are also subject to regulation and in the U.S. and other jurisdictions in which they operate, including foreign jurisdictions. See Item 1A Risk Factors of this Annual Report for further information on risks related to regulations impacting Cannae, D&B, Alight and BKFC that may have an adverse effect on our businesses.
The activities of our various businesses are also subject to regulation and in the U.S. and other jurisdictions in which they operate, including foreign jurisdictions. See Item 1A Risk Factors of this Annual Report for further information on risks related to regulations impacting Cannae, Alight, BKFC and JANA that may have an adverse effect on our businesses.
BKFC's policy is to pursue registration of its marks whenever possible and to oppose vigorously any infringement of its marks. Regulation Our corporate business activities are subject to regulation under the laws of the U.S. at the federal and state level.
Our policy is to pursue registration of our marks whenever possible and to oppose vigorously any infringement of our marks. Regulation Our corporate business activities are subject to regulation under the laws of the U.S. at the federal and state level.
Actual results could differ materially from those anticipated in these statements as a result of a number of factors, including, but not limited to the following: • changes in general economic, business, and political conditions, including changes in the financial markets; • compliance with extensive government regulation of our operating subsidiaries and adverse changes in applicable laws or regulations or in their application by regulators; • the effects of our external management structure and the Management Services Agreement; • loss of key personnel that could negatively affect our financial results and impair our operating abilities; • our potential inability to find suitable acquisition candidates, as well as the risks associated with acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties integrating acquisitions; • other risks detailed in "Risk Factors" below and elsewhere in this document and in our other filings with the SEC.
Actual results could differ materially from those anticipated in these statements as a result of a number of factors, including, but not limited to the following: • changes in general economic, business, and political conditions, including changes in the financial markets; • compliance with extensive government regulation of our operating subsidiaries and adverse changes in applicable laws or regulations or in their application by regulators; • loss of key personnel that could negatively affect our financial results and impair our operating abilities; • our potential inability to find suitable acquisition candidates, as well as the risks associated with acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties integrating acquisitions; • other risks detailed in "Risk Factors" below and elsewhere in this document and in our other filings with the SEC.
Fundamentally, the Company seeks to take meaningful equity ownership stakes where we have an ability to control or significantly influence quality companies that are well-positioned in their respective industries, run by best-in-class management teams and that operate in industries that have attractive organic and acquired growth opportunities. Led by William P.
Fundamentally, the Company seeks to take meaningful equity ownership stakes where we have an ability to control or significantly influence quality companies that are well-positioned in their respective industries, run by best-in-class management teams and that operate in industries that have attractive organic and acquired growth opportunities.
Our Board and executive management's breadth of knowledge of operational matters and capital markets allows us to identify companies and strategic assets with attractive value propositions, to structure acquisitions to maximize the value acquired businesses, and to return the value created to our shareholders through long-term profitable operation of those businesses and, when appropriate, dispositions.
Our Board and executive management's breadth of knowledge of operational matters and capital markets allows us to identify companies and strategic assets with attractive value propositions, to structure acquisitions to maximize the value acquired businesses, and to return the value created to our shareholders through long-term profitable operation of those businesses and, when appropriate, dispositions. Intellectual Property Alight .
Higher labor costs due to state and local minimum wage increases and shopping pattern shifts to e-commerce and "ready to eat" grocery and convenience stores have had a negative impact on restaurant performance, particularly in the casual dining restaurants in which the company operates.
Higher labor costs due to state and local minimum wage increases and shopping pattern shifts to e-commerce, quick-serve restaurant concepts and "ready to eat" grocery and convenience stores have had a negative impact on restaurant performance, particularly in the casual dining restaurants in which the company operates.
In the U.S., trademark registrations may have a perpetual life, subject to continuous use and renewal every ten years, and may be subject to cancellation or invalidation based on certain use requirements and third-party challenges, or on other grounds. Alight vigorously enforces and protects its trademarks. Restaurant Group .
In the U.S., trademark registrations may have a perpetual life, subject to continuous use and renewal every ten years, and may be subject to cancellation or invalidation based on certain use requirements and third-party challenges, or on other grounds. Alight vigorously enforces and protects its trademarks. Black Knight Football .
We have made a number of acquisitions and dispositions over the past several years to strengthen and expand the service offerings and customer bases of our businesses, to expand or re-allocate our capital by acquiring significant equity ownership of other businesses or where we otherwise saw value. Competition Dun & Bradstreet.
We have made a number of acquisitions and dispositions over the past several years to strengthen and expand the service offerings and customer bases of our businesses, to expand or re-allocate our capital by acquiring significant equity ownership of other businesses or where we otherwise saw value. Competition Black Knight Football .
Operating under this multiple-club model will allow BKFC to drive efficient player migration across its network of clubs, accelerate player development, and create operational, cost saving and commercial revenue synergies which we expect to give BKFC a competitive advantage over the long-term.
Operating under this multi-club model allows BKFC to drive efficient player migration across its network of clubs, accelerate player development, and create operational, cost saving and commercial revenue synergies which we expect to give BKFC a competitive advantage over the long-term.
In general, our restaurant brands compete within each market with national and regional chains and locally-owned restaurants for guests, management and hourly personnel and suitable real estate sites.
Competition for our restaurant brands varies by location. In general, our restaurant brands compete within each market with national and regional chains and locally owned restaurants for guests, management and hourly personnel and suitable real estate sites.
The markets for Alight’s solutions are competitive, rapidly evolving and fragmented. Alight’s business faces competition from other global and national companies. The market for Alight’s solutions is subject to change as a result of economic, regulatory and legislative changes, technological developments, shifting client needs, and increased competition from established and new competitors.
Alight’s business faces competition from other global and national companies. The market for Alight’s solutions is subject to change as a result of economic, regulatory and legislative changes, technological developments, shifting client needs, and increased competition from established and new competitors.
However, the information found on our website is not part of this or any other report. 9 Table of Contents
However, the information found on our website is not part of this or any other report.
Corporate and Other. This aggregation of nonreportable operating segments consists of our share in the operations of certain controlled companies and other equity interests including Paysafe, Minden Mill, CSI, Sightline, System1, JANA, Watkins and various other minority equity ownership interests.
This aggregation of nonreportable operating segments consists of our share in the operations of certain controlled companies and other equity interests including CSI, AmeriLife, Watkins, the JANA Fund, Minden Mill, and various other minority equity ownership interests.
BKFC is focused on acquiring and partnering with clubs led by executives with local expertise, proven track records for financial and on-field success, and clear operational fit within BKFC's network of clubs to help further develop and implement BKFC’s strategy. In addition to the significant involvement of the Company’s chairman, Mr.
BKFC is focused on acquiring and partnering with clubs led by executives with local expertise, proven track records for financial and on-field success, and clear operational fit within BKFC's network of clubs to help further develop and implement BKFC’s strategy.
Restaurants are increasingly competing with grocery stores who are expanding their offerings of quick serve, ready-made meals and meal kits and with meal kit delivery services, which have increased market share in recent years. We expect to continue to compete in these areas. Black Knight Football .
Restaurants are increasingly competing with grocery stores who are expanding their offerings of quick serve, ready-made meals and meal kits and with meal kit delivery services, which have increased market share in recent years. We expect to continue to compete in these areas. C ompetitive Strengths Proven management team.
Human Capital Resources Employees As of December 31, 2024, Cannae and our consolidated subsidiaries had 7,317 employees, which includes 7,101 in our Restaurant Group and 216 in the various consolidated businesses comprising our Corporate and Other segment. None of our employees are unionized or represented by any collective agency. We believe that our relations with employees are generally good.
Human Capital Resources Employees As of December 31, 2025, Cannae and our consolidated subsidiaries had 6,602 employees, which includes 6,303 in our Restaurant Group and 299 in the various consolidated businesses comprising our Corporate and Other segment. None of our employees are unionized or represented by any collective agency. We believe that our relations with employees are generally good.
Our policy is to pursue registration of our marks whenever possible and to oppose vigorously any infringement of our marks. 7 Table of Contents Black Knight Football . BKFC's football clubs have service marks and trademarks which we believe are critical to the clubs' brand values and commercial revenues.
BKFC's football clubs have service marks and trademarks which we believe are critical to the clubs' 5 Table of Contents brand values and commercial revenues. BKFC's policy is to pursue registration of its marks whenever possible and to oppose vigorously any infringement of its marks. Restaurant Group .
Item 1. Business Introductory Note The following describes the business of Cannae Holdings, Inc. and its subsidiaries. Except where otherwise noted, all references to "we," "us," "our," "Cannae," "Cannae Holdings" or the "Company," are to Cannae Holdings, Inc. and its subsidiaries, taken together. Company Background On November 17, 2017, Fidelity National Financial, Inc.
Item 1. Business Introductory Note The following describes the business of Cannae Holdings, Inc. and its subsidiaries. Except where otherwise noted, all references to "we," "us," "our," "Cannae," "Cannae Holdings" or the "Company," are to Cannae Holdings, Inc. and its subsidiaries, taken together.
Acquisitions, Dispositions, Minority Owned Operating Affiliates and Financings. Acquisitions are an important part of our growth strategy. We may dispose of assets when we identify opportunities to re-allocate our capital to owning, managing, and operating new companies that provide our shareholders with prudent risk-based returns on their own investment in Cannae on a long-term basis.
We may dispose of assets when we identify opportunities to re-allocate our capital to owning, managing, and operating new companies that provide our shareholders with prudent risk-based returns on their own investment in Cannae on a long-term basis.
The international media rights for the Premier League have grown significantly in recent years, bringing in an additional approximately $6.2 billion, at recent exchange rates, for the three-year period beginning with the 2022/2023 season and running through the 2024/2025 season.
The international media rights for the Premier League have grown significantly in recent years, bringing in an additional nearly $9 billion, at recent exchange rates, for the three-year period beginning with the 2025/26 season and running through the 2027/28 season.
The flour mill includes multiple tasting areas and serves as a guest experience center. CSI is a leading fintech, regtech and cybersecurity partner that delivers core processing, digital banking, managed cybersecurity, cybersecurity compliance, payments processing, print and electronic document distribution, and regulatory compliance solutions to financial institutions and corporate customers, both foreign and domestic.
CSI is a leading fintech, regtech and cybersecurity partner that delivers core processing, digital banking, managed cybersecurity, cybersecurity compliance, payments processing, print and electronic document distribution, and regulatory compliance solutions to financial institutions and corporate customers, both foreign and domestic.
We account for our ownership of Dun & Bradstreet using the equity method of accounting; therefore, its results of operations do not consolidate into ours. Alight . This segment consists of our 7.6% ownership interest in Alight.
We account for our ownership of BKFC using the equity method of accounting and therefore its results of operations do not consolidate into ours. JANA. This segment consists of our 50.0% ownership interest in JANA.
We implement strong governance practices, policies, training, and reporting avenues to encourage and promote that all employees adhere to the highest standards for business integrity.
We operate in ways that we believe are fair, transparent, and compliant with all applicable regulations. We implement strong governance practices, policies, training, and reporting avenues to encourage and promote that all employees adhere to the highest standards for business integrity.
This includes the implementation and administration of employee benefits (e.g., health, wealth and leaves benefits) solutions. Alight’s numerous solutions and services are utilized year-round by employees and their family members in support of their overall health, wealth and wellbeing goals. Participants can access their solutions digitally, including through a mobile application on Alight Worklife®, their intuitive, cloud-based employee engagement platform.
This includes the implementation and administration of employee benefits (e.g., health, wealth and leaves) solutions. Alight’s numerous solutions and services are utilized year-round by employees and their family members in support of their overall health, wealth and wellbeing goals.
We value our talented workforce and the outstanding contributions our employees make each day. We are dedicated to attracting, developing, and retaining talented teams through competitive compensation and benefits. We believe in the importance of volunteerism and philanthropy to strengthen and engage local communities across our companies.
We are dedicated to serving our employees and their families, and supporting our local communities. We value our talented workforce and the outstanding contributions our employees make each day. We are dedicated to attracting, developing, and retaining talented teams through competitive compensation and benefits.
The domestic media rights for the Premier League remain significant, totaling approximately $6.2 billion, at recent exchange rates, for the three-year period beginning with the 2022/2023 season and running through the 2024/2025 season.
The domestic media rights for the Premier League remain significant, totaling over $9 billion, at recent exchange rates, for the four-year period beginning with the 2025/26 season and running through the 2028/29 season.
Sports is one of the last remaining forms of content in the media ecosystem that is consumed live, making it must-have content for advertisers.
BKFC’s football clubs compete in some of the most competitive and highly visible football leagues in the world. Sports is one of the last remaining forms of content in the media ecosystem that is consumed live, making it must-have content for advertisers.
This segment consists of the operations of O'Charley's and 99 Restaurants in which we have 65.4% and 88.5% equity ownership interests, respectively. O'Charley's and 99 Restaurants and their affiliates are the owners and operators of the O'Charley's restaurant and Ninety Nine Restaurants restaurant concepts, respectively. We account for our ownership of the Restaurant Group as a consolidated subsidiary.
O'Charley's and 99 Restaurants and their affiliates are the owners and operators of the O'Charley's restaurant and Ninety Nine Restaurants restaurant concepts, respectively. We account for our ownership of the Restaurant Group as a consolidated subsidiary. Corporate and Other.
("CSI"); Watkins Holdings, LLC ("Watkins"); JANA Partners Capital, LLC and JANA Partners Management, LP (together, "JANA"); High Sierra Distillery, LP ("Minden Mill"); AmeriLife Group, LLC ("AmeriLife"); O'Charley's Holdings, LLC ("O'Charley's"); 99 Restaurants Holdings, LLC ("99 Restaurants"); and various other controlled subsidiary companies and minority equity ownership interests.
("CSI LP", "Computer Services, Inc.", or "CSI"); Watkins Holdings, LLC ("Watkins"); JANA Strategic Investments Benchmark Fund, L.P. - Series A-1 ("JANA Fund"); High Sierra Distillery, LP ("Minden Mill"); AmeriLife Group, LLC ("AmeriLife"); O'Charley's Holdings, LLC ("O'Charley's"); 99 Restaurants Holdings, LLC ("99 Restaurants"); and various other controlled subsidiary companies and minority equity ownership interests.
We expect the proliferation of streaming and other new media distribution platforms to continue to drive demand for international football rights as streaming services seek unique content to help differentiate themselves from their competitors. 5 Table of Contents BKFC aims to take a measured approach to investing in world-class infrastructure and top players, coaches and executive management for each of its clubs in order to improve on field performance, execute on opportunities around fan engagement and brand expansion, and create new commercial revenue streams for advertising and sponsorships.
BKFC aims to take a measured approach to investing in world-class infrastructure and top players, coaches and executive management for each of its clubs in order to improve on field performance, execute on opportunities around fan engagement 3 Table of Contents and brand expansion, and create new commercial revenue streams for advertising and sponsorships. JANA .
For over 150 years, Watkins and its predecessors have been heralded as purveyors of flavor, with an unwavering commitment to crafting award-winning gourmet flavoring products from high-quality, natural ingredients, without the use of artificial flavors and colors, genetically modified organisms, corn syrup or gluten. 3 Table of Contents Refer to Item 7 of Part II of this Annual Report for further information on recent results of operations and transactions and other activity of our reportable segments.
Watkins is a leading producer of high-quality flavoring products including spices, seasonings and extracts. For over 150 years, Watkins and its predecessors have been heralded as purveyors of flavor, with an unwavering commitment to crafting award-winning gourmet flavoring products from high-quality, natural ingredients, without the use of artificial flavors and colors, genetically modified organisms, corn syrup or gluten.
The Company’s board of directors ("Board") oversees the management of the Company, Cannae LLC and its businesses, and the performance of Trasimene Capital Management, LLC ("Trasimene" or our "Manager"), through which the Company manages its business operations and those of its subsidiaries.
The Company conducts its business through its wholly owned subsidiary Cannae Holdings, LLC ("Cannae LLC"), a Nevada limited liability company. The Company’s board of directors ("Board") oversees the management of the Company, Cannae LLC and its businesses, and the performance of our external manager, Trasimene Capital Management, LLC ("Trasimene" or our "Manager").
Our reputation for integrity is one of our most important assets and each of our employees and directors is expected to contribute to the care and preservation of that asset. We operate in ways that we believe are fair, transparent, and compliant with all applicable regulations.
We are committed to strong governance systems and policies that are designed to ensure fair, transparent, and efficient business practices. Our reputation for integrity is one of our most important assets and each of our employees and directors is expected to contribute to the care and preservation of that asset.
Foley II ("Bill Foley") and facilitated through our Manager and the Company's internal management team, we leverage our management team's operational expertise, long-term relationships and industry connections and capital sourcing capabilities to identify, structure and execute on ownership interests in companies with these characteristics. 1 Table of Contents Our management team has a proven track record of growing industry-leading companies, including the Company's subsidiaries, and we actively and continuously work with and support management teams of the companies we own in managing, operating, and growing their businesses in order to provide value for our shareholders.
Our management team has a proven track record of growing industry-leading companies, including the Company's subsidiaries, and we actively and continuously work with and support management teams of the companies we own in managing, operating, and growing their businesses in order to provide value for our shareholders.
Visitors enjoy easy access to South Lake Tahoe Mountain resorts, hiking trails, casinos, hot springs, legendary bars, and restaurants. Minden Mill's facilities include an American Whiskey and white spirits distillery, housed in a 100-year-old creamery, and an American Single Malt Whiskey distillery housed in a 100-year-old flour mill. Both buildings sit on the National Register of Historic Places.
Minden Mill's facilities include an American Whiskey and white spirits distillery, housed in a 100-year-old creamery, and an American Single Malt Whiskey distillery housed in a 100-year-old flour mill. Both buildings sit on the National Register of Historic Places. The flour mill includes multiple tasting areas and serves as a guest experience center.
Alight’s data, analytics and Artificial Intelligence ("AI") allow them to deliver actionable insights that drive measurable outcomes, such as healthcare claims savings, for companies and their people. Restaurant Group. Our restaurant operations are focused in the casual dining segment of the restaurant industry.
Alight’s data, analytics and use of Artificial Intelligence ("AI") powered tools allow them to deliver actionable insights that drive measurable outcomes, such as healthcare claims savings, for companies and their people. Black Knight Football . Football, or soccer, is the most popular sport in the world with billions of fans globally.
Alight competes primarily on the basis of product and service quality, technology, breadth of offerings, ease of use and accessibility of technology, data protection, innovation, trust and reliability, price and reputation. 6 Table of Contents Restaurant Group. The restaurant industry is highly competitive and is often affected by changes in consumer tastes. Competition for our restaurant brands varies by location.
Alight competes primarily on the basis of product and service quality, technology, breadth of offerings, ease of use and accessibility of technology, data protection, innovation, trust and reliability, price and reputation. JANA .
Our companies each have unique impacts, and we are working to further formalize and enhance the management of sustainability across our companies. Preserving the Environment. We recognize the importance of conducting business in an environmentally responsible manner and integrating responsibly designed environmental management practices into our operations.
We recognize the importance of conducting business in an environmentally responsible manner and integrating responsibly designed environmental management practices into our operations. We are continually seeking to improve our environmental management practices to reduce our impact on the environment. 6 Table of Contents Supporting Our Employees and Communities .
Cannae's Chief Executive Officer, Chief Investment Officer and Chairman of our Board, Bill Foley, and director Erika Meinhardt serve on the board of directors of Alight, with Mr. Foley serving as chairman of Alight's board of directors. Alight is a technology-enabled services company delivering human capital management solutions to many of the world’s largest and most complex organizations.
As of December 31, 2025, we had the following reportable segments: Alight . This segment consists of our 7.7% ownership interest in Alight. Our Vice Chairman of the Board, Mr. Foley, serves on the board of directors of Alight. Alight is a technology-enabled services company delivering human capital management solutions to many of the world’s largest and most complex organizations.
BKFC’s football clubs compete against other football clubs in their respective domestic leagues for match attendance, matchday revenue and in domestic competitions. BKFC’s football clubs also compete against football clubs around Europe and the rest of the world to attract the best players and coaches in the global transfer and football staff markets.
BKFC’s clubs also compete 4 Table of Contents against alternative forms of live entertainment for the sale of matchday tickets, including other live sports, concerts, festivals, and similar events. BKFC’s football clubs also compete against football clubs around the world to attract the best players and coaches in the global transfer and football staff markets.
Through local community involvement, corporate initiatives, and philanthropic giving, we work hard each day to support the communities we all live in. Operating Ethically . We are committed to strong governance systems and policies that are designed to ensure fair, transparent, and efficient business practices.
We believe in the importance of volunteerism and philanthropy to strengthen and engage local communities across our companies. Through local community involvement, corporate initiatives, and philanthropic giving, we work hard each day to support the communities we all live in. Operating Ethically .
Minden Mill, through its wholly-owned subsidiaries, owns and operates an estate distillery and related hospitality venues. Minden is a historic agricultural and manufacturing town, located in the heart of Carson Valley close to the Nevada-California border at the eastern base of the Sierra Nevada Mountain range.
Minden is a historic agricultural and manufacturing town, located in the heart of Carson Valley close to the Nevada-California border at the eastern base of the Sierra Nevada Mountain range. Visitors enjoy easy access to South Lake Tahoe Mountain resorts, hiking trails, casinos, hot springs, legendary bars, and restaurants.
The Third Amended MSA has a termination date of June 30, 2027 unless earlier terminated by the Company or Trasimene. We believe Cannae provides our investors with a compelling opportunity to participate in the acquisition, operation and growth of businesses by a world-class management team.
We believe that our long-term ownership and active involvement in the management and operations of companies helps maximize the value of those businesses for our shareholders. We believe Cannae provides our investors with a compelling opportunity to participate in the acquisition, operation and growth of businesses by a world-class management team.
BKFC is a partnership led by Bill Foley that owns and operates AFC Bournemouth ("AFCB"), an English Premier League ("EPL" or the "Premier League") football club founded in 1899, and minority interests in FC Lorient ("FCL"), a French football club founded in 1926, and Hibernian FC ("Hibs"), a Scottish Premiership football club founded in 1875.
Foley" or "Bill Foley"), our Vice Chairman of the Board, that owns and operates AFC Bournemouth ("AFCB"), an English Premier League ("EPL" or the "Premier League") football club, Moreirense Futebol Clube ("MFC"), a Portuguese Primeira Liga football club, and in 2025 held a minority interest in FC Lorient ("FCL"), a French football club.
We monitor sustainability issues with our companies which we believe helps us generate stronger returns for our shareholders while improving our impact on society. Dun & Bradstreet is committed to enhancing responsible business practices through automated solutions.
We monitor sustainability issues with our companies which we believe helps us generate stronger returns for our shareholders while improving our impact on society. Alight is committed to helping companies care for their biggest asset, their people, by empowering workers and their families to make confident decisions around their health, wealth and wellbeing.
The Restaurant Group's strategy is to achieve long-term profit growth and drive increases in same store sales and guest counts. We have a highly-experienced management team that is focused on enhancing the guest experience at our restaurants and building team member engagement.
We have a highly experienced management team that is focused on enhancing the guest experience at our restaurants and building team member engagement. We also utilize a shared service platform that seeks to take advantage of the combined back-office synergies of our restaurant operating companies.
Additionally, BKFC’s clubs and their respective leagues compete against other types of television programming for attention and advertiser income both domestically and globally in markets around the world. BKFC’s clubs also compete against alternative forms of live entertainment for the sale of matchday tickets, including other live sports, concerts, festivals, and similar events. C ompetitive Strengths Proven management team.
BKFC’s football clubs compete against other football clubs in their respective domestic leagues for a greater share of league media broadcast rights distributions, match attendance, matchday revenue and in domestic competitions. Additionally, BKFC’s clubs and their respective leagues compete against other types of media programming for attention and advertiser income both domestically and globally in markets around the world.
Our revenues in future periods will continue to be subject to these and other factors that are beyond our control and, as a result, are likely to fluctuate. The Restaurant Group has undertaken a project to renegotiate or terminate leases and close stores with unfavorable store-level cash flow profiles.
Our revenues in future periods will continue to be subject to these and other factors that are beyond our control and, as a result, are likely to fluctuate. Acquisitions, Dispositions, Minority Owned Operating Affiliates and Financings. Acquisitions are an important part of our growth strategy.
Black Knight Football aims to continue to expand its network of clubs through strategic acquisitions to further enhance the benefits of its multi-club model. We account for our ownership of BKFC using the equity method of accounting; therefore, its results of operations do not consolidate into ours. Restaurant Group.
We account for our ownership of Alight using the equity method of accounting and therefore its results of operations do not consolidate into ours. Black Knight Football . This segment consists of our 44.7% ownership interest in BKFC. BKFC is a partnership led by William P. Foley, II ("Mr.
On February 26, 2024, the Company, Cannae LLC and Trasimene entered into a Third Amended and Restated Management Services Agreement (the "Third Amended MSA").
On May 12, 2025, Cannae, Cannae LLC and the Manager (Cannae, Cannae LLC and the Manager collectively, the "Parties"), entered into that certain Management Services Agreement Termination Agreement (the "MSA Termination Agreement").
Removed
("FNF", NYSE: FNF) redeemed each outstanding share of its FNF Ventures ("FNFV") Group common stock, par value $0.0001, for one share of common stock, par value $0.0001, of a newly formed entity, Cannae (the "Split-Off").
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We leverage our management team's operational expertise, long-term relationships and industry connections and capital sourcing capabilities to identify, structure and execute on ownership interests in companies with these characteristics.
Removed
In conjunction with the Split-Off, FNF contributed to us its portfolio of companies unrelated to its primary insurance and real estate operations, which included majority and minority equity interests in a number of entities and certain fixed income investments. On November 20, 2017, Cannae common stock began "regular-way" trading on The New York Stock Exchange under the "CNNE" stock symbol.
Added
Our primary assets as of December 31, 2025 include our ownership interests in Alight, Inc. ("Alight"); Black Knight Football Club US, LP ("Black Knight Football" or "BKFC"); JANA Partners Capital, LLC, JANA Partners Management, LP and JANA Partners Management GP, LLC (together, "JANA" or "JANA Partners"); BGPT Catalyst, L.P.
Removed
We believe that our long-term ownership and active involvement in the management and operations of companies helps maximize the value of those businesses for our shareholders. Our primary assets as of December 31, 2024 include our ownership interests in Dun & Bradstreet Holdings, Inc. ("Dun & Bradstreet" or "D&B"); Alight, Inc.
Added
The MSA Termination Agreement terminated the Third Amended and Restated Management Services Agreement among the Parties (the "MSA") in its entirety as of May 12, 2025 without any further obligations or liabilities other than certain obligations relating to the continued indemnification and limitation on liability and the remaining obligations of the Company and/or Cannae LLC, as applicable, to pay the Manager: (i) an amount of $0.6 million in each month from May to December 2025, representing each of the unpaid monthly Management Fees (as defined in the MSA) that would have been due to the Manager through December 31, 2025; (ii) on January 1, 2026, $11.4 million, representing the aggregate remaining unpaid monthly Management Fees that would have been due to the Manager from January 1, 2026 through June 30, 2027; (iii) on July 1, 2025, $6.7 million, representing the second installment of the unpaid Termination Fees (as defined in the MSA) that would have been due to the Manager on such date; and (iv) on July 1, 2026, $6.6 million, representing the final installment of the unpaid Termination Fees (as defined in the MSA) that would have been due to the Manager on July 1, 2026.
Removed
("Alight"); Paysafe Limited ("Paysafe"); Sightline Payments Holdings, LLC ("Sightline"); System1, Inc. ("System1"); Black Knight Football Club US, LP ("Black Knight Football" or "BKFC"); Computer Services, Inc.
Added
Black Knight Football aims to continue to expand its network of clubs through strategic acquisitions and partnerships to further enhance the benefits of its multi-club model. In June 2025, BKFC acquired a 70% ownership interest in MFC. In January 2026, BKFC acquired the remaining ownership interests in FCL and now holds a 100% ownership interest in the club.
Removed
The Company conducts its business through its wholly-owned subsidiary Cannae Holdings, LLC ("Cannae LLC"), a Nevada limited liability company.
Added
JANA is an investment manager founded in 2001 and is an engaged investor with the purpose of leveraging shareholder engagement to create substantial value for both investors and stakeholders. JANA selects investments in undervalued public companies and elevates the standing of shareholder activism to drive value-accretive change.
Removed
The Company, Cannae LLC, and our Manager are party to a Management Services Agreement dated as of August 27, 2019, as amended and restated from time to time (as amended and restated, the "Management Services Agreement").
Added
We account for our ownership of JANA using the equity method of accounting and therefore its results of operations do not consolidate into ours. Restaurant Group. This segment consists of the operations of O'Charley's and 99 Restaurants in which we have 65.4% and 88.5% equity ownership interests, respectively.
Removed
Subject at all times to the supervision and direction of the Board, the Manager is responsible for, among other things, (i) managing the day-to-day business and operations of the Company and its subsidiaries, (ii) evaluating the financial and operational performance of the Company's businesses, (iii) providing a management team to serve as executive officers of the Company and (iv) performing (or causing to be performed) any other services for and on behalf of the Company and the Subsidiaries customarily performed by executive officers and employees of a public company.
Added
CSI's core banking software is integral to its' regional and community bank customers and helps them compete in today's open banking environment by delivering a seamless banking experience through integrated digital technologies.
Removed
The Third Amended MSA amended the Management Services Agreement primarily to (i) provide for a termination of the agreement by the Company effective June 30, 2027, (ii) reduce the management fee to a fixed amount of $7.6 million annually effective beginning July 2, 2024 and (iii) provide for payment of the termination fee under the agreement of $20 million to be paid by the Company to Trasimene in installments of $6.7 million annually over the three-year period ended July 1, 2026.
Added
Coupled with its managed cybersecurity and IT services products, loan origination and financial crime software solutions, and security and compliance advisory services, CSI provides mission-critical solutions to its customers. AmeriLife is a national leader in developing, marketing and distributing life and health insurance, annuities and retirement planning solutions.
Removed
Bill Foley-led management teams are responsible for the growth of publicly traded companies such as FNF, Black Knight, Inc. ("Black Knight", formerly NYSE: BKI), Dayforce, Inc. ("Dayforce", NYSE: DAY), D&B (NYSE: DNB), Fidelity National Information Services (NYSE: FIS) and F&G Annuities & Life, Inc. ("FG", NYSE: FG).
Added
Its mission is to provide insurance and retirement solutions to help people live longer, healthier lives. AmeriLife has partnered with the nation's leading insurance carriers to provide value and quality to customers through a national distribution network of over 300,000 insurance agents and advisors and 114 marketing organizations.
Removed
As of December 31, 2024, we had the following reportable segments: Dun & Bradstreet . This segment consists of our 15.6% ownership interest in D&B. Cannae's Chief Executive Officer, Chief Investment Officer and Chairman of our Board, Bill Foley, and director Douglas Ammerman serve on the board of directors of D&B, with Mr.
Added
The JANA Fund employs a shareholder engagement strategy making significant long-only investments in the securities of undervalued public companies and seeking value-creating change to generate enhanced returns (the “JANA Strategy”). The JANA Strategy employs a highly concentrated portfolio, typically consisting of 6-8 core positions at any one time, primarily focused on US mid-cap companies across sectors.
Removed
Foley serving as chairman of D&B's board of directors. Dun & Bradstreet is a leading global provider of business decisioning data and analytics. Its mission is to deliver a global network of trust, enabling clients to transform uncertainty into confidence, risk into opportunity and potential into prosperity.
Added
The JANA Fund executes the JANA Strategy benchmarked against the S&P 500 Total Return Index. 2 Table of Contents Minden Mill, through its wholly owned subsidiaries, owns and operates an estate distillery and related hospitality venues.
Removed
Clients embed D&B's trusted, end-to-end solutions into their daily workflows to inform commercial credit decisions, evaluate whether suppliers and other third parties are financially viable, reputable, compliant and resilient, enhance salesforce productivity and gain visibility into key markets.
Added
Refer to Item 7 of Part II of this Annual Report for further information on recent results of operations and transactions and other activity of our reportable segments.
Removed
D&B's solutions support its clients’ mission critical business operations by providing proprietary and curated data and analytics to help drive informed decisions and improved outcomes.
Added
After the most recent renewals of broadcast rights beginning with the current season, the Premier League now earns more revenue internationally than domestically, a strong indicator of the league's growing global popularity.
Removed
D&B is differentiated by the scale, depth, diversity and accuracy of their constantly expanding business database, known as their "Data Cloud," that contains comprehensive information on nearly 600 million total organizations as of December 31, 2024.
Added
We expect the proliferation of streaming and other new media distribution platforms to continue to drive demand for international football rights as streaming services seek unique content to help differentiate themselves from their competitors.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

46 edited+16 added−71 removed152 unchanged
Biggest changeThese businesses have implemented various measures to manage their risks related to system and network security and disruptions, but an actual or perceived security breach, a failure to make adequate disclosures to the public or law enforcement agencies following any such event or a significant and extended disruption in the functioning of its information technology systems could damage a subsidiary company’s reputation and cause it to lose clients, adversely impact its operations, sales and operating results and require it to incur significant expense to address and remediate or otherwise resolve such issues. 20 Table of Contents Although our businesses have not incurred material losses or liabilities to date as a result of any breaches, unauthorized disclosure, loss or corruption of their data or inability of their clients to access their systems, such events could result in intellectual property or other confidential information being lost or stolen, including client, employee or business data, disrupt their operations, subject them to substantial regulatory and legal proceedings and potential liability and fines, result in a material loss of business and/or significantly harm their reputation.
Biggest changeThese businesses have implemented various measures to manage their risks related to system and network security and disruptions, but an actual or perceived security breach, a failure to make adequate disclosures to the public or law enforcement agencies following any such event or a significant and extended disruption in the functioning of its information technology systems could damage a subsidiary company’s reputation 15 Table of Contents and cause it to lose clients, adversely impact its operations, sales and operating results and require it to incur significant expense to address and remediate or otherwise resolve such issues.
The duties of such persons as directors or executive officers to us and our shareholders may conflict with the interests of such persons in their capacities as members or employees of the Manager. Our Manager and members of our management team may engage in activities that compete with us or our businesses.
The duties of such persons as directors or executive officers to us and our shareholders may conflict with the interests of such persons in their capacities as members or employees of the Manager. Members of our management team may engage in activities that compete with us or our businesses.
These facilities are vulnerable to damage or interruption from catastrophic events, such as earthquakes, hurricanes, floods, fires, cyber security attacks (including "ransomware" and phishing attacks), terrorist attacks, power losses, telecommunications failures and similar events. The risk of cyber-attacks could be exacerbated by geopolitical tensions, including the ongoing Russia-Ukraine conflict, or other hostile actions taken by nation-states and terrorist organizations.
These facilities are vulnerable to damage or interruption from catastrophic events, such as earthquakes, hurricanes, floods, fires, cyber security attacks (including "ransomware" and phishing attacks), terrorist attacks, power losses, telecommunications failures and similar events. The risk of cyberattacks could be exacerbated by geopolitical tensions, including the ongoing Russia-Ukraine conflict, or other hostile actions taken by nation-states and terrorist organizations.
Based on these factors, we believe that we are not an investment company under the 40 Act, including by virtue of the exception from the definition of “investment company” Section 3(b)(1) of the 40 Act, and we intend to continue to conduct our operations so that we will not be deemed an investment company.
Based on these factors, we believe that we are not an investment company under the 40 Act, including by virtue of the exception from the definition of “investment company” in Section 3(b)(1) of the 40 Act, and we intend to continue to conduct our operations so that we will not be deemed an investment company.
The occurrence of a natural disaster (or other extreme weather as a result of climate change) or an act of terrorism, a decision to close the facilities without adequate notice, or other unanticipated problems could result in lengthy interruptions in Alight's services and solutions.
The occurrence of a natural disaster (or other extreme weather as a result of climate change or otherwise) or an act of terrorism, a decision to close the facilities without adequate notice, or other unanticipated problems could result in lengthy interruptions in Alight's services and solutions.
If we lose one or more of these key employees, our operating results and in turn the value of our common stock could be materially adversely affected.
If we lose one or more of these key employees or directors, our operating results and in turn the value of our common stock could be materially adversely affected.
The illiquidity of ownership interests with these characteristics may make it difficult for us to sell these positions when desired. In addition, if we 22 Table of Contents are required or otherwise choose to liquidate all or a portion of our assets quickly, we may realize significantly less than the value at which we had previously recorded these ownership interests.
The illiquidity of 17 Table of Contents ownership interests with these characteristics may make it difficult for us to sell these positions when desired. In addition, if we are required or otherwise choose to liquidate all or a portion of our assets quickly, we may realize significantly less than the value at which we had previously recorded these ownership interests.
Adverse changes in any of these factors may materially adversely impact the businesses and value of our ownership interests in D&B, Alight and BKFC. 23 Table of Contents Changing rules, public disclosure regulations and stakeholder expectations on environmental, social and corporate governance related matters create a variety of risks for our business.
Adverse changes in any of these factors may materially adversely impact the businesses and value of our ownership interests in D&B, Alight and BKFC. 18 Table of Contents Changing rules, public disclosure regulations and stakeholder expectations on environmental, social and corporate governance related matters create a variety of risks for our business.
Some of our Restaurant Group companies' competitors advertise on national television, which may provide customers with greater awareness and name recognition than our Restaurant Group companies can achieve through their advertising efforts. There is also active competition for management personnel and attractive suitable real estate sites.
Some of our Restaurant Group companies' competitors advertise on national platforms, which may provide customers with greater awareness and name recognition than our Restaurant Group companies can achieve through their advertising efforts. There is also active competition for management personnel and attractive suitable real estate sites.
As a result, we may not realize the benefits from our acquisitions that we anticipated at the time of our diligence and initial consummation of transactions. 21 Table of Contents Our management may seek growth through acquisitions in lines of business that will not necessarily be limited to our current areas of focus or geographic areas.
As a result, we may not realize the benefits from our acquisitions that we anticipated at the time of our diligence and initial consummation of transactions. 16 Table of Contents Our management may seek growth through acquisitions in lines of business that will not necessarily be limited to our current areas of focus or geographic areas.
Our failure to adequately monitor our key third-party IT service provider could result in the failure of all or a portion of our IT resources and impact the operations of our business. Furthermore, loss of our third-party IT service provider could result in increased cost associated with acquiring new internal IT resources and developing internal IT processes.
Our failure to adequately monitor our key third-party IT service provider could result in the failure of all or a portion of our IT resources and impact the operations of our business. Furthermore, loss of our third-party IT service provider could result in increased costs associated with acquiring new internal IT resources and developing internal IT processes.
The failure of a major television broadcaster for the domestic league competitions to pay outstanding amounts owed to its respective league could have a material adverse effect on BKFC's business, results of operations, financial condition and cash flow.
The failure of a major media broadcaster for the domestic league competitions to pay outstanding amounts owed to its respective league could have a material adverse effect on BKFC's business, results of operations, financial condition and cash flow.
Although an agreement has been reached for the sale of Premier League domestic broadcasting rights in the UK through the end of the 2028/2029 football season, future agreements may not maintain the current level of broadcasting revenues.
Although an agreement has been reached for the sale of Premier League domestic broadcasting rights in the UK through the end of the 2028/29 football season, future agreements may not maintain the current level of broadcasting revenues.
The occurrence of food-borne illnesses or food safety issues could also adversely affect the price and availability of affected ingredients, resulting in higher costs and lower margins. The success of the Restaurant Group depends, in part, on its intellectual property, which we may be unable to protect.
The occurrence of food-borne illnesses or food safety issues could also adversely affect the price and availability of affected ingredients, resulting in higher costs and lower margins. 9 Table of Contents The success of the Restaurant Group depends, in part, on its intellectual property, which we may be unable to protect.
Certain of our directors and executive officers are or were members of the Manager. Such persons, by virtue of their positions with us, have fiduciary duties to us and our shareholders.
Certain of our directors and executive officers are or were members of the Manager and are or were directors and executive officers of other companies. Such persons, by virtue of their positions with us, have fiduciary duties to us and our shareholders.
Further, because our restaurant businesses rely heavily on "word-of-mouth," as opposed to more conventional mediums of 11 Table of Contents advertisement, to establish concept recognition, our restaurant businesses may be more adversely affected by negative customer experiences than other dining establishments, including those of our restaurant businesses' competitors.
Further, because our restaurant businesses rely heavily on "word-of-mouth," as opposed to more conventional mediums of advertisement, to establish concept recognition, our restaurant businesses may be more adversely affected by negative customer experiences than other dining establishments, including those of our restaurant businesses' competitors.
We utilize a third party to manage the Company's corporate IT network and related resources and we actively collaborate with the third party to monitor risks and recent threats to our IT environment, develop protocols for responding to cybersecurity incidents, and train employees on common techniques used in cyber attacks.
We utilize a third party to manage the Company's corporate IT network and related resources and we actively collaborate with the third party to monitor risks and recent threats to our IT environment, develop protocols for responding to cybersecurity incidents, and train employees on common techniques used in cyberattacks.
Furthermore, a change in credit quality at one of the media broadcasters for the domestic leagues in which BKFC's clubs compete could increase the risk that such counterparty is unable or unwilling to 18 Table of Contents pay amounts owed to the domestic league and ultimately, BKFC's clubs.
Furthermore, a change in credit quality at one of the media broadcasters for the domestic leagues in which BKFC's clubs compete could increase the risk that such counterparty is unable or unwilling to pay amounts owed to the domestic league and ultimately, BKFC's clubs.
If our Restaurant Group companies are unable to continue to compete effectively, their guest counts, sales and profit margins could decline, which could have a material adverse effect on our business, financial condition and results of operations.
If our Restaurant Group companies are unable to continue to compete effectively, 8 Table of Contents their guest counts, sales and profit margins could decline, which could have a material adverse effect on our business, financial condition and results of operations.
See further discussion of our policies and process for monitoring impairment in Item 7 of Part II of this Annual Report under the header Critical Accounting Policies and Estimates . The global operations of certain of our ownership interests including D&B, Alight and BKFC may subject us to risks that could negatively affect our business.
See further discussion of our policies and process for monitoring impairment in Item 7 of Part II of this Annual Report under the header Critical Accounting Policies and Estimates . The global operations of some of our ownership interests, including Alight and BKFC, may subject us to risks that could negatively affect our business.
As a result of the foregoing, there may be circumstances where certain executive officers and directors may be subject to conflicts of interest with respect to, among other things: (i) our ongoing relationships with D&B, Trasimene, Alight, System1, BKFC, CSI, Minden Mill or Watkins; (ii) business opportunities arising for any of us; and (iii) conflicts of time with respect to matters potentially or actually involving or affecting us.
As a result of the foregoing, there may be circumstances where certain executive officers and directors may be subject to conflicts of interest with respect to, among other things: (i) our ongoing relationships with Alight, BKFC, JANA, CSI, Minden Mill or Watkins; (ii) business opportunities arising for any of us; and (iii) conflicts of time with respect to matters potentially or actually involving or affecting us.
If Alight is unable to renew these agreements on commercially reasonable terms, or if the data center operators are acquired, Alight may be required to transfer its servers and other infrastructure to new data center facilities, and Alight may incur costs and experience service interruption in doing so.
If Alight is unable to renew these agreements on commercially reasonable terms, or if the data center 10 Table of Contents operators are acquired, Alight may be required to transfer its servers and other infrastructure to new data center facilities, and Alight may incur costs and experience service interruption in doing so.
In addition, particularly as a result of our relationship with the present and past principal owners of the Manager, who are or were certain directors and members of our management team, our independent directors may determine that it is in the best interests of our shareholders not to enforce, or to enforce less vigorously, our rights under the Management Services Agreement because of our desire to maintain our ongoing relationship with our Manager.
In addition, particularly as a result of our relationship with the present and past principal owners of the Manager, who are or were certain directors and members of our management team, our independent directors may determine that it is in the best interests of our shareholders not to enforce, or to enforce less vigorously, our rights under the MSA and MSA Termination Agreement because of our desire to maintain our ongoing relationship with our directors and executive officers.
For example, AFCB competes in the Premier League, the top league in the English football system. Relegation from the Premier League to lower tiers of the English Football League system would result in a significant decrease in the media rights revenue earned by AFCB.
For example, AFCB competes in the Premier League, 12 Table of Contents the top league in the English football system. Relegation from the Premier League to lower tiers of the English Football League system would result in a significant decrease in the media rights revenue earned by AFCB.
Although we may enter into employment agreements with our officers, there can be no assurance that the entire term of any employment agreement will be served or that any employment agreement will be renewed upon expiration.
Although we may enter into employment or director agreements with our officers or directors, there can be no assurance that the entire term of any such agreement will be served or that any such agreement will be renewed upon expiration.
Certain executive officers and members of our Board of Directors have or will have interests and positions that could present potential conflicts. Certain executive officers and members of our Board serve on the boards of directors of other entities or are employed by other entities, including but not limited to D&B, Trasimene, Alight, System1, BKFC, CSI, Minden Mill and Watkins.
Certain executive officers and members of our Board of Directors have or will have interests and positions that could present potential conflicts. Certain executive officers and members of our Board serve on the boards of directors of other entities or are employed by other entities, including but not limited to Alight, BKFC, JANA, CSI, Minden Mill and Watkins.
If 15 Table of Contents Alight is unable to compete successfully, it could lose market share and clients to competitors, which could materially adversely affect its results of operations.
If Alight is unable to compete successfully, it could lose market share and clients to competitors, which could materially adversely affect its results of operations.
All transactions or series of transactions exceeding $120,000 with such persons or entities must be reviewed and approved by the related person transaction committee.
All transactions or 14 Table of Contents series of transactions exceeding $120,000 with such persons or entities must be reviewed and approved by the related person transaction committee.
General Risk Factors The loss of key personnel could impair our operating abilities and could have a material adverse effect on our business, financial condition and results of operations. Our success will substantially depend on our ability to attract and retain key members of our senior management team and officers.
General Risk Factors The loss of key personnel or directors could impair our operating abilities and could have a material adverse effect on our business, investments in operating companies, financial condition and results of operations. Our success will substantially depend on our ability to attract and retain key members of our senior management team, officers and directors.
Any of these risks could harm our performance. We and the businesses we own and manage, from time to time in the ordinary course of business, are involved in legal proceedings and may experience unfavorable outcomes, which could have a material adverse effect on our business, financial condition and results of operations.
We and the businesses we own and manage, from time to time in the ordinary course of business, are involved in legal proceedings and may experience unfavorable outcomes, which could have a material adverse effect on our business, financial condition and results of operations.
While the members of our management team intend to devote a substantial majority of their time to the affairs of the Company, and while our Manager currently does not manage any other businesses that are in lines of business similar to our businesses, neither our management team nor our Manager is expressly prohibited from investing in or managing other entities, including those that are in the same or similar line of business as our businesses, or required to present any particular acquisition or business opportunity to the Company.
While the members of our management team intend to devote a substantial majority of their time to the affairs of the Company, our management team is not expressly prohibited from investing in or managing other entities, including those that are in the same or similar line of business as our businesses, or required to present any particular acquisition or business opportunity to the Company.
The terms of the Management Services Agreement, including fees payable, may not reflect the terms we may have received if it was negotiated with an unrelated third party.
The terms of the MSA and MSA Termination Agreement, including fees payable, may not reflect the terms we may have received if it was negotiated with an unrelated third party.
In emerging markets and other jurisdictions with less developed legal systems, local laws and regulations may not be established with sufficiently clear and reliable guidance to provide us adequate assurance that Alight is operating its business in a compliant manner with all required licenses or that our rights are otherwise protected. 16 Table of Contents In addition, certain laws and regulations, such as the U.S.
In emerging markets and other jurisdictions with less developed legal systems, local laws and regulations may not be established with sufficiently clear and reliable guidance to provide us adequate assurance that Alight is operating its business in a compliant manner with all required licenses or that our rights are otherwise protected.
These potential developments include: • changes in regulations relating to health and welfare plans including potential challenges or changes to the Patient Protection and Affordable Care Act, expansion of government-sponsored coverage through Medicare or the creation of a single payer system; • changes in regulations relating to defined contribution and defined benefit plans, including pension reform that could decrease the attractiveness of certain of our retirement products and services to retirement plan sponsors and administrators or have an unfavorable effect on Alight's ability to earn revenues from these products and services; • changes in regulations relating to payroll processing and payments or withholding taxes or other required deductions; • additional requirements respecting data privacy and data usage in jurisdictions in which Alight operates that may increase its costs of compliance and potentially reduce the manner in which data can be used by Alight to develop or further its product offerings; • changes in regulations relating to fiduciary rules; • changes in federal or state regulations relating to marketing and sale of Medicare plans, Medicare Advantage and Medicare Part D prescription drug plans; • changes to regulations of producers, brokers, agents or third-party administrators such as the Consolidated Appropriations Act of 2021, that may alter operational costs, the manner in which Alight markets or is compensated for certain services or other aspects of Alight's business; and • additional regulations or revisions to existing regulations promulgated by other regulatory bodies in jurisdictions in which Alight operates.
These potential developments include: • changes in regulations relating to health and welfare plans including potential challenges or changes to the Patient Protection and Affordable Care Act, expansion of government-sponsored coverage through Medicare or the creation of a single payer system, or changes to the employee tax exclusion and/or employer deduction for employer-provided healthcare benefits; • changes in regulations relating to defined contribution and defined benefit plans, and Individual Retirement Accounts ("IRAs"), including retirement plan and pension reform that could decrease the attractiveness of certain of our retirement products and services to retirement plan sponsors and administrators or have an unfavorable effect on Alight's ability to earn revenues from these products and services; • changes in regulations relating to payroll processing and payments or withholding taxes or other required deductions; • additional requirements respecting data privacy and data usage in jurisdictions in which Alight operates that may increase its costs of compliance and potentially reduce the manner in which data can be used by Alight to develop or further its product offerings; • changes in regulations relating to fiduciary rules; • changes in federal or state regulations relating to marketing and sale of Medicare plans, Medicare Advantage and Medicare Part D prescription drug plans; 11 Table of Contents • changes to regulations of producers, brokers, agents or third-party administrators such as the Consolidated Appropriations Act of 2021, that may alter operational costs, the manner in which Alight markets or is compensated for certain services or other aspects of Alight's business; • changes to, or new, federal, state or provincial regulations relating to leave of absence programs or short-term or long-term disability plans, which could create more difficult and complex delivery requirements for Alight's business leading to increased operational costs or increased enforcement and litigation for potential violations, including greater penalties for administrative errors; and • additional regulations or revisions to existing regulations promulgated by other regulatory bodies in jurisdictions in which Alight operates.
Foreign Corrupt Practices Act and similar laws in other jurisdictions in which Alight operates, could impact its operations outside of the legislating country by imposing requirements for the conduct of overseas operations, and in a number of cases, requiring compliance by foreign subsidiaries. Alight is also subject to economic and trade sanctions programs, including those administered by the U.S.
In addition, certain laws and regulations, such as the U.S. Foreign Corrupt Practices Act and similar laws in other jurisdictions in which Alight operates, could impact its operations outside of the legislating country by imposing requirements for the conduct of overseas operations, and in a number of cases, requiring compliance by foreign subsidiaries.
Treasury Department’s Office of Foreign Assets Control ("OFAC"), which prohibit or restrict transactions or dealings with specified countries, their governments, and in certain circumstances, their nationals, and with individuals and entities that are specially designated.
Alight is also subject to economic and trade sanctions programs, including those administered by the U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC"), which prohibit or restrict transactions or dealings with specified countries, their governments, and in certain circumstances, their nationals, and with individuals and entities that are specially designated.
Foley, and in the past was also owned by certain of our directors and executive officers, the Management Services Agreement was developed by related parties, although our independent directors reviewed and approved the Management Services Agreement.
Because the Manager is owned by our Vice Chairman, Mr. Foley, and in the past was also owned by certain of our directors and executive officers, the MSA and MSA Termination Agreement were developed by related parties, although our independent directors reviewed and approved both agreements.
However, other factors not discussed below or elsewhere in this Annual Report could also adversely affect our businesses, results of operations and financial condition. Therefore, the risk factors below should not be considered a complete list of potential risks that we may face.
However, other factors not discussed below or elsewhere in this Annual Report could also adversely affect our businesses, results of operations and financial condition.
However, there can be no assurance that such measures will be effective, that we will be able to resolve all potential conflicts or that the resolution of any such conflicts will be no less favorable to us than if we were dealing with an unaffiliated third party. 19 Table of Contents Refer to Note O - Related Party Transactions to the Notes to Consolidated Financial Statements for more information regarding our related party relationships and transactions with our Manager and entities affiliated with certain members of our Board.
However, there can be no assurance that such measures will be effective, that we will be able to resolve all potential conflicts or that the resolution of any such conflicts will be no less favorable to us than if we were dealing with an unaffiliated third party.
Changes in laws, government regulations or the way those regulations are interpreted in the jurisdictions in which Alight operates could affect the viability, value, use or delivery of benefits and HR programs, including changes in regulations relating to health and welfare plans (such as medical), defined contribution plans (such as 401(k)), defined benefit plans (such as retirement or pensions) or payroll delivery, may adversely affect the demand for, or profitability of, Alight's services. 17 Table of Contents In addition, as Alight, and the third parties upon whom Alight relies, implement and expand direct-to-consumer sales and marketing solutions, Alight is subject to various federal and state laws and regulations that prescribe when and how Alight may market to consumers (including, without limitation, the Telephone Consumer Protection Act (the "TCPA") and other telemarketing laws and the Medicare Communications and Marketing Guidelines issued by the Center for Medicare Services of the U.S.
In addition, as Alight, and the third parties upon whom Alight relies, implement and expand direct-to-consumer sales and marketing solutions, Alight is subject to various federal and state laws and regulations that prescribe when and how Alight may market to consumers (including, without limitation, the Telephone Consumer Protection Act (the "TCPA") and other telemarketing laws and the Medicare Communications and Marketing Guidelines issued by the Center for Medicare Services of the U.S.
We may often pursue opportunities that involve business, regulatory, legal or other complexities, which could have a material adverse effect on our business, financial condition and results of operations. As an element of our strategy, we may pursue unusually complex opportunities. This could often take the form of substantial business, regulatory or legal complexity.
We currently have, and may continue to pursue, investments in businesses that involve or may involve business, regulatory, structural, legal, or other complexities, which could have a material adverse effect on our business, financial condition, and results of operations. We have investments in businesses that have complex structures.
Risks Relating to our External Management Structure and Our Manager The Management Service Agreement was negotiated between related parties and the terms, including fees payable, may not be as favorable to us as if it were negotiated with an unaffiliated third party. Because our Manager is owned by our Chairman and Chief Executive Officer ("CEO"), Mr.
Therefore, the risk factors below should not be considered a complete list of potential risks that we may face. 7 Table of Contents Risks Relating to our Management Structure and Our Manager The Management Service Agreement was negotiated between related parties and the terms, including fees payable, may not be as favorable to us as if it were negotiated with an unaffiliated third party.
Risks Relating to Alight Alight faces significant competition and its failure to compete successfully could have a material adverse effect on the financial condition and results of operations of its business. Alight's competitors may have greater resources, larger customer bases, greater name recognition, stronger presence in certain geographies and more established relationships with their customers and suppliers than it has.
Alight's competitors may have greater resources, larger customer bases, greater name recognition, stronger presence in certain geographies and more established relationships with their customers and suppliers than it has.
We primarily acquire interests in operating companies and are engaged in actively managing and operating a core group of those companies, which we are committed to supporting for the long-term. Our officers, the Manager and employees devote their activities to these businesses.
We do not believe that we are subject to regulation under the Investment Company Act of 1940, as amended (the "40 Act"). We primarily acquire interests in operating companies and are engaged in actively managing and operating a core group of those companies, which we are committed to supporting for the long-term.
Our policy is to pursue registration of our marks whenever possible and to oppose vigorously any infringement of our marks. Risks Relating to Dun & Bradstreet D&B faces significant competition for its solutions, which may increase as D&B expands its business. D&B faces significant competition for its solutions.
Our policy is to pursue registration of our marks whenever possible and to oppose vigorously any infringement of our marks. Risks Relating to Alight Alight faces significant competition and its failure to compete successfully could have a material adverse effect on the financial condition and results of operations of its business.
Risks Relating to the Company's Structure We may become subject to the Investment Company Act of 1940. We do not believe that we are subject to regulation under the Investment Company Act of 1940, as amended (the "40 Act").
Regulatory reform may also impact JANA’s clients, which could cause them to change their investment strategies or allocations in manners that may be adverse to JANA. Risks Relating to the Company's Structure We may become subject to the Investment Company Act of 1940.
Removed
In this regard, the Management Services Agreement and the obligation thereunder to provide management services to us will not create a mutually exclusive relationship between our Manager, on the one hand, and the Company, on the other.
Added
Changes in laws, government regulations or the way those regulations are interpreted in the jurisdictions in which Alight operates could affect the viability, value, use or delivery of benefits and HR programs, including changes in regulations relating to health and welfare plans (such as medical), defined contribution plans (such as 401(k)), defined benefit plans (such as retirement or pensions) or payroll delivery, may adversely affect the demand for, or profitability of, Alight's services.
Removed
Our Manager can resign on 180 days’ notice, subject to a limited extension, and we may not be able to find a suitable replacement, resulting in a disruption in our operations that could materially adversely affect our financial condition, business and results of operations as well as the market price of our shares.
Added
Risks Relating to JANA Changes in the value levels of equity, debt, real assets, commodities, foreign exchange or other asset markets, including from the impact of global trade policies and tariffs, may cause investments, revenue and earnings to decline.
Removed
Our Manager has the right, under the Management Services Agreement, to resign at any time on 180 days’ written notice, whether we have found a replacement or not, subject to the Company’s right to extend such period by an additional 180 days or until a replacement manager has been in place for 30 days, if no replacement manager has been found by the 150th day following the Manager’s notice of resignation.
Added
JANA’s investment management revenue is primarily comprised of fees based on a percentage of the value of investments and, in some cases, performance fees which are normally expressed as a percentage of returns to the client.
Removed
If our Manager resigns, we may not be able to contract with a new manager or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 180 days (subject to possible extension), or at all, in which case our operations are likely to experience a disruption; our financial condition, business and results of operations as well as our ability to pay distributions are likely to be adversely affected; and the market price of our shares may decline.
Added
Numerous factors, including price movements in the equity, debt or currency markets, or movements in the price of real assets, commodities, digital assets or other alternative investments in which JANA invests on behalf of its clients, including from the impact of global fiscal, monetary and trade policies, could cause the value of investments, or JANA's returns on investments, to decrease.
Removed
In addition, the coordination of our internal management, acquisition activities and supervision of our businesses is likely to suffer if we are unable to identify and reach an agreement with a single 10 Table of Contents institution or group of executives having the expertise possessed by our Manager.
Added
These risks may also be heightened by market volatility, illiquid market conditions or other market disruptions. The occurrence of any of the above events may cause JANA’s investments, revenue and earnings to decline. 13 Table of Contents Poor investment performance could lead to the loss of clients and may cause AUM, revenue and earnings to decline.
Removed
Even if we are able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with our businesses may result in additional costs and time delays that could materially adversely affect our financial condition, business and results of operations.
Added
The Company’s management believes that investment performance is one of the most important factors for the growth and retention of investments.
Removed
D&B competes on the basis of differentiated solutions, datasets, analytics capabilities, ease of integration with its clients’ technology, stability of services, client relationships, innovation and price. D&B's global and regional competitors vary in size, financial and technical capability, and in the scope of the products and services they offer.
Added
Poor investment performance relative to applicable portfolio benchmarks, aggregate fee levels or competitors may cause investments, revenue and earnings to decline as a result of: • Client withdrawals in favor of better performing products offered by competitors. • Client shifts to products that charge lower fees. • The diminishing ability to attract additional funds from existing and new clients • Reduced, minimal or no performance fees.
Removed
Some of D&B's competitors may be better positioned to develop, promote and sell their products and services. Larger competitors may benefit from greater cost efficiencies and may be able to win business simply based on pricing.
Added
Regulatory reforms in the US could expose JANA to increasing regulatory scrutiny, as well as regulatory uncertainty. In recent years, a number of regulatory reforms have been proposed or fully or partially implemented in the US, and the level of regulatory scrutiny to which JANA is subject has increased and could increase further in the future.
Removed
D&B's competitors may also be able to respond to opportunities before it does, by taking advantage of new technologies, changes in client requirements or market trends. In addition, D&B faces competition from non-traditional and free data sources. Many of D&B's competitors have extensive client relationships, including relationships with D&B's current and potential clients.
Added
JANA, as well as its clients, vendors and distributors, have expended resources and altered certain of their business or operating activities to prepare for, address and meet the requirements that such regulatory reforms impose.
Removed
New competitors, or alliances among competitors, may emerge and gain significant market share. Existing or new competitors may develop products and services that are superior to D&B's solutions or that achieve greater acceptance than D&B's solutions.
Added
New or proposed changes to laws, regulations, policies, initiatives and other government actions may be difficult to anticipate, which provides additional uncertainty and may heighten the Company’s risks related to such actions.
Removed
If D&B is unable to respond to changes in client requirements as quickly and effectively as its competition, D&B's ability to expand its business and sell its solutions may be adversely affected. Additionally, D&B's competitors often sell services at lower prices than it does, individually or as part of integrated suites of several related services.
Added
Regulatory reforms in the US could require JANA to alter its future business or operating activities, which could be time-consuming and costly, increase regulatory compliance costs, result in litigation, impede the Company’s growth and cause its investments, revenue and earnings to decline.
Removed
This may cause D&B's clients to purchase from its competitors rather than from D&B, which could result in reduced prices for certain solutions or the loss of clients. Price reductions by D&B's competitors could also negatively impact its operating margins or harm its ability to obtain new long-term contracts or renewals of existing contracts on favorable terms.
Added
Our officers, the Manager and employees devote their activities to these businesses.
Removed
Additionally, some of D&B's clients may develop their own solutions that replace the solutions they currently purchase from D&B or look to new technologies, which could result in lower revenue. 12 Table of Contents We believe that D&B's D-U-N-S Number and D&B's ability to link its data together with this unique identifier provides it with a strategic advantage by allowing for a global, end-to-end assessment of businesses throughout the world.
Added
Refer to Note O - Related Party Transactions to the Notes to Consolidated Financial Statements for more information regarding our related party relationships and transactions with our Manager and entities affiliated with certain members of our Board.
Removed
However, some of D&B's competitors and clients utilize their own unique identifiers, and clients have and may continue to adopt alternative standards to D&B's D-U-N-S Number and stop using D&B's solutions. In addition, public and commercial sources of free or relatively inexpensive business information have become increasingly available and this trend is expected to continue.
Added
Although our businesses have not incurred material losses or liabilities to date as a result of any breaches, unauthorized disclosure, loss or corruption of their data or inability of their clients to access their systems, such events could result in intellectual property or other confidential information being lost or stolen, including client, employee or business data, disrupt their operations, subject them to substantial regulatory and legal proceedings and potential liability and fines, result in a material loss of business and/or significantly harm their reputation.
Removed
To the extent the availability of free or relatively inexpensive business information increases, the demand for some of D&B's solutions may decrease. If more clients adopt alternative standards to the D-U-N-S Number or look to these other sources of data, it could have a material adverse effect on D&B's business, financial condition and results of operations.
Added
This could take the form of substantial business, regulatory, structural, or legal complexity. These investments have or may have structures that could limit our ability to manage, control, or timely realize value from the assets acquired.
Removed
D&B also expect that there will be significant competition as it expands its business, and it may not be able to compete effectively against current and future competitors. If it is unable to compete successfully, it could have a material adverse effect on its business, financial condition and results of operations.
Added
As an element of our strategy, we may continue to pursue opportunities that have these complexities, and these transactions can be more difficult, expensive, and time-consuming to finance and execute. Any of these risks could have a material adverse effect on our performance.
Removed
A failure in the integrity of D&B's data, models, or the systems upon which it relies could harm its brand and result in a loss of sales and an increase in legal claims. The reliability of D&B's solutions is dependent upon the integrity of the data in its global datastores as well as its models, including scores and other analytics.
Removed
D&B utilizes single source providers in certain countries to support the needs of its clients globally and relies on members of its world-wide network to provide local data in certain countries.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAs a holding company with relatively low volumes of personnel and third-party data, we have established policies, procedures and controls, including those related to privacy, information security and cybersecurity, and we employ a broad and diversified set of IT risk monitoring and risk mitigation techniques tailored to the unique nature of our business, including threat and vulnerability management, security monitoring, 24 Table of Contents identity and access management, phishing awareness, risk oversight, third-party risk management, disaster recovery and business continuity management.
Biggest changeAs a holding company with relatively low volumes of personnel and third-party data, we have established policies, procedures and controls, including those related to privacy, information security and cybersecurity, and we employ a broad and diversified set of IT risk monitoring and risk mitigation techniques tailored to the unique nature of our business, including threat and vulnerability management, security monitoring, 19 Table of Contents identity and access management, phishing awareness, risk oversight, third-party risk management, disaster recovery and business continuity management.
At each regular meeting of the audit committee of our Board, management provides reports relating to existing and emerging risk at our companies, including, as appropriate, cyber and data security risks, and any security incidents.
At each regular meeting of the audit committee of our Board, management provides reports relating to existing and emerging risks at our companies, including, as appropriate, cyber and data security risks, and any security incidents.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our corporate headquarters are located in Las Vegas, Nevada in owned facilities. Restaurant Group . The Restaurant Group's headquarters are currently located in Nashville, Tennessee with another office location in Woburn, Massachusetts. All of our restaurants are leased from third parties, and are located in 20 states throughout the U.S.
Biggest changeItem 2. Properties Our corporate headquarters are located in Las Vegas, Nevada in leased facilities. Restaurant Group . The Restaurant Group's headquarters are currently located in Nashville, Tennessee with another office location in Woburn, Massachusetts. All of our restaurants are leased from third parties and are located in 20 states throughout the U.S.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings For a description of our legal proceedings see discussion under Legal and Regulatory Contingencies in Note M - Commitments and Contingencies to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report, which is incorporated by reference into this Part I, Item 3. Item 4.
Biggest changeItem 3. Legal Proceedings For a description of our legal proceedings see discussion under Legal Contingencies in Note M - Commitments and Contingencies to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report, which is incorporated by reference into this Part I, Item 3. Item 4.
Mine Safety Disclosures None. 25 Table of Contents PART II
Mine Safety Disclosures None. 20 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+11 added−4 removed3 unchanged
Biggest change(2) Represents the peer group used for the year ended December 31, 2024 and consists of the following companies: Main Street Capital, Compass Diversified Holdings, StepStone Group, Hercules Capital, Federated Hermes, Capital Southwest, Artisan Partners Asset Management, Trinity Capital, Hamilton Lane, Bridge Investment Group and GCM Grosvenor.
Biggest changeThe graph tracks the performance of a $100.00 investment, with reinvestment of all dividends (if any), from December 31, 2020 through December 31, 2025. 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Cannae Holdings, Inc. 100.00 79.40 46.65 44.07 45.72 37.33 S&P 500 100.00 128.71 105.40 133.10 166.40 196.16 Peer Group (1) 100.00 121.97 91.32 126.80 171.66 175.80 ______________________________ (1) Represents the peer group used for the year ended December 31, 2025 and consists of the following companies: Main Street Capital, Compass Diversified Holdings, StepStone Group, Hercules Capital, Federated Hermes, Capital Southwest, Artisan Partners Asset Management, Trinity Capital, Hamilton Lane and GCM Grosvenor.
Performance Graph Set forth below is a graph comparing cumulative total shareholder return on our common stock against the cumulative total return on the S&P 500 Index and against the cumulative total return of a peer group index consisting of certain companies against which we compete for the period ending December 31, 2024.
Performance Graph Set forth below is a graph comparing cumulative total shareholder return on our common stock against the cumulative total return on the S&P 500 Index and against the cumulative total return of a peer group index consisting of certain companies against which we compete for the period ending December 31, 2025.
On October 29, 2023, our Board authorized a new stock repurchase program, (the "2023 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.
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.
Purchases of Equity Securities by the Issuer On August 3, 2022, our Board authorized a three-year stock repurchase program, (the "2022 Repurchase Program"), under which we may repurchase up to an additional 10.0 million shares of our common stock.
Purchases of Equity Securities by the Issuer On August 3, 2022, our Board authorized a three-year stock repurchase program, (the "2022 Repurchase Program"), under which the Company may repurchase up to 10.0 million shares of its common stock.
During the year ended December 31, 2024, we repurchased 300,000 shares of CNNE common stock for approximately $5.6 million in the aggregate, or an average of $18.80 per share, pursuant to the 2022 Repurchase Program.
During the year ended December 31, 2025, we repurchased 4,700,913 shares of CNNE common stock for approximately $80.6 million in the aggregate, or an average of $17.14 per share, pursuant to the 2025 Repurchase Program.
The repurchase program does not obligate us to acquire any specific number of shares and may be suspended or terminated at any time. The 2023 Repurchase Program does not supersede or impact the repurchase capacity under the 2022 Repurchase Program. We have not made any repurchases of our common stock under the 2023 Repurchase Program.
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.
The stock price performance included in this graph is not necessarily indicative of future stock price performance. On January 31, 2024, the last reported sale price of our common stock on The New York Stock Exchange was $19.76 per share. We had approximately 5,943 shareholders of record.
The stock price performance included in this graph is not necessarily indicative of future stock price performance. 21 Table of Contents On January 30, 2026, the last reported sale price of our common stock on The New York Stock Exchange was $14.41 per share. We had approximately 6,004 shareholders of record.
Removed
We updated our peer group for the period ending December 31, 2024 from the group used for the period ending December 31, 2023 to include peers that better align with the size and now internally-managed operating structure of the Company. The peer group comparison has been weighted based on their stock market capitalization.
Added
The peer group comparison has been weighted based on their stock market capitalization.
Removed
The graph tracks the performance of a of $100.00 investment, with reinvestment of all dividends (if any), from December 31, 2019 through December 31, 2024. 26 Table of Contents 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Cannae Holdings, Inc. 100.00 119.04 94.51 55.53 52.46 54.43 S&P 500 100.00 118.40 152.39 124.79 157.59 197.02 2023 Peer Group (1) 100.00 100.59 151.97 137.39 195.56 324.26 2024 Peer Group (2) 100.00 114.87 140.10 101.86 137.99 184.21 ______________________________ (1) Represents the peer group used for the year ended December 31, 2023 and consists of the following companies: Apollo Global Management Inc., Compass Diversified Holdings, FS KKR Capital Corp, Golub Capital BDC, Inc., New Mountain Finance Corporation and Prospect Capital Corporation.
Added
During the year ended December 31, 2025, we repurchased 2,295,463 shares of CNNE common stock for approximately $42.1 million in the aggregate, or an average of $18.33 per share, pursuant to the 2022 Repurchase Program.
Removed
On April 1, 2024, we completed the Tender Offer through a procedure commonly referred to as a "modified Dutch auction" to purchase 9,672,540 shares of our CNNE common stock for approximately $223.5 million, or an average of $23.11 per share, inclusive of transaction fees.
Added
As of December 31, 2025, there are no shares available for repurchase under the 2022 Repurchase Program as the 2022 Repurchase Program was completed with all authorized shares being repurchased. On October 29, 2023, our Board authorized a stock repurchase program, (the "2023 Repurchase Program"), under which the Company may repurchase up to 10.0 million shares of its common stock.
Removed
Refer to Item 7 Part II of this Annual Report under the header Other Developments for further discussion of the Tender Offer. As of December 31, 2024, the maximum number of shares that may yet be purchased under the 2022 Repurchase Program and the 2023 Repurchase Program is 12,295,463. Item 6. Reserved
Added
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 2023 Repurchase Program does not supersede or impact the repurchase capacity under the 2022 Repurchase Program.
Added
During the year ended December 31, 2025, we repurchased 10,000,000 shares of CNNE common stock for approximately $195.2 million in the aggregate, or an average of $19.52 per share, pursuant to the 2023 Repurchase Program.
Added
As of December 31, 2025, there are no shares available for repurchase under the 2023 Repurchase Program as the 2023 Repurchase Program was completed with all authorized shares being repurchased.
Added
From January 1, 2026 through January 16, 2026, we repurchased an additional 385,000 shares of CNNE common stock for approximately $6.2 million in the aggregate, or an average of $16.15 per share, pursuant to the 2025 Repurchase Program.
Added
Since the original commencement of the 2025 Repurchase Program through market close on January 16, 2026, we have repurchased a total of 5,085,913 shares of Cannae common stock for approximately $86.8 million in the aggregate, or an average of $17.06 per share.
Added
As of January 16, 2026, the maximum number of shares that may yet be purchased under the 2025 Repurchase Program is 4,914,087.
Added
The following table summarizes repurchases of equity securities by Cannae during the quarter ending December 31, 2025: 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) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (3) Beginning Balance 10,294,926 10/1/2025 - 10/31/2025 2,023,534 $18.47 2,023,534 8,271,392 11/1/2025 - 11/30/2025 1,552,305 16.18 1,552,305 6,719,087 12/1/2025 - 12/31/2025 1,420,000 16.49 1,420,000 5,299,087 Total 4,995,839 $17.20 4,995,839 ______________________________ (1) On October 29, 2023, our Board of Directors approved the 2023 Repurchase Program, under which we may purchase up to 10.0 million shares of our CNNE common stock.
Added
(2) On March 24, 2025, our Board approved the 2025 Repurchase Program, under which we may purchase up to 10.0 million shares of our CNNE common stock. (3) As of the last day of the applicable month. Item 6. Reserved 22 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

77 edited+54 added−47 removed30 unchanged
Biggest changeRecognized losses, net in our Corporate and Other segment consists of the following: Year ended December 31, 2024 2023 2022 (In millions) Dayforce fair value adjustments $ (4.5) $ 28.3 $ (374.1) Sightline impairment (149.5) (70.2) — Paysafe fair value adjustments 12.3 — (236.0) Alight loss on sale (22.5) — — System1 impairment — (63.9) (101.7) QOMPLX impairment — (9.0) (32.8) Dun & Bradstreet (loss) gain on partial sales (6.0) — 19.3 Optimal Blue gain on sale — — 313.0 AmeriLife fair value adjustment (1) — — 67.3 AmeriLife gain on partial sales — — 176.4 Other fair value adjustments, net 15.3 — (23.5) Other, net (16.9) (5.1) 3.1 Recognized losses, net $ (171.8) $ (119.9) $ (189.0) _____________________________________ (1) Represents the gain recorded upon the revaluation of our investment to fair value on November 15, 2022.
Biggest changeThe decrease was primarily attributable to a $5.1 million decrease in expenses incurred with our Manager and decrease in legal fees related to 2024 transactions, partially offset by a $5.4 million increase in professional fees primarily attributable to increased costs associated with our 2025 proxy statement. 32 Table of Contents Recognized losses, net in our Corporate and Other segment consists of the following: Year ended December 31, 2025 2024 2023 (In millions) Alight impairment $ (59.1) $ — $ — Paysafe fair value adjustments (25.6) 12.3 — WD Transaction 16.8 — — Put Right fair value adjustments (15.0) — — System1 gain on sale 10.0 — — Alight loss on sale — (22.5) — Sightline impairment — (149.5) (70.2) Dayforce fair value adjustments — (4.5) 28.3 System1 impairment — — (63.9) QOMPLX impairment — — (9.0) Other fair value adjustments, net (4.0) 15.3 — Other, net 8.0 (10.6) 1.6 Recognized losses, net $ (68.9) $ (159.5) $ (113.2) Liquidity and Capital Resources Cash Requirements.
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.
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.
In the year ended December 31, 2023, the Restaurant Group undertook a project to renegotiate or terminate leases and close O'Charley's stores with unfavorable store-level cash flow profiles. Through this process they closed 77 O'Charley's stores in the year ended December 31, 2023. 31 Table of Contents Results of Operations Consolidated Results of Operations Net earnings.
In the year ended December 31, 2023, the Restaurant Group undertook a project to renegotiate or terminate leases and close O'Charley's stores with unfavorable store-level cash flow profiles. Through this process they closed 77 O'Charley's stores in the year ended December 31, 2023. 26 Table of Contents Results of Operations Consolidated Results of Operations Net earnings.
The increase in cash provided by investing activities of $245.2 million from 2024 compared to 2023 is primarily attributable to proceeds from sales of Dayforce, D&B and Alight in 2024, partially offset by an increase in purchases of new investments.
The increase in cash provided by investing activities of $245.2 million from 2024 compared to 2023 is primarily attributable to proceeds from sales of Dayforce, D&B and Alight in 2024, partially offset by an increase in purchases of new investments, primarily in BKFC.
Accordingly, Alight's results presented for the periods ended December 31, 2023 and 2022 have been retrospectively revised to reflect the Payroll & Professional Services Business as held for sale and discontinued operations. Year ended December 31, 2023 .
Accordingly, Alight's results presented for the periods ended December 31, 2023 have been retrospectively revised to reflect the Payroll & Professional Services Business as held for sale and discontinued operations. Year ended December 31, 2023 .
The change in our effective tax rate in the year ended December 31, 2024 compared to 2023 is primarily attributable to the recording of a valuation allowance in the current period of $47.7 million on our federal net operating loss carryforwards and certain deferred taxes within our consolidated partnerships, the impact to the rate of equity in losses of unconsolidated affiliates relative to pre-tax loss and the impairment recorded to our investment in Sightline.
The change in our effective tax rate in the year ended December 31, 2024 compared to 2023 is primarily attributable to the recording of a valuation allowance in 2024 of $47.7 million on our federal net operating loss carryforwards and certain deferred taxes within our consolidated partnerships, the impact to the rate of equity in losses of unconsolidated affiliates relative to pre-tax loss and the impairment recorded to our investment in Sightline.
On an ongoing basis, management monitors the Company's investments in unconsolidated affiliates to determine whether there are indications that the fair value of an investment may be other-than-temporarily below our recorded book value of the investment.
Investments in unconsolidated affiliates - impairment monitoring . On an ongoing basis, management monitors the Company's investments in unconsolidated affiliates to determine whether there are indications that the fair value of an investment may be other than temporarily below our recorded book value of the investment.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) , which requires consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2024.
Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) , which requires consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2024.
Summarized financial information for Alight for the relevant dates and time periods included in Equity in (losses) earnings of unconsolidated affiliates in our Consolidated Statements of Operations is presented below.
Summarized financial information for BKFC for the relevant dates and time periods included in Equity in (losses) earnings of unconsolidated affiliates in our Consolidated Statements of Operations is presented below.
Our long-term contractual obligations generally include our credit agreements and debt facilities, lease payments and financing obligations on certain of our premises and equipment, purchase obligations of the Restaurant Group and payments to our Manager.
Our long-term contractual obligations generally include our credit agreements and debt facilities, lease payment obligations on certain of our premises and equipment, purchase obligations of the Restaurant Group and payments to our Manager.
Liquidity and Capital Resources Cash Requirements. Our current cash requirements include our corporate operating expenses and funding needs of our Restaurant Group. 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 of Directors.
Our current cash requirements include our corporate operating expenses and funding needs of our Restaurant Group. 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 of Directors.
The decrease was primarily attributable to approximately $100.3 million of incremental revenue included in the year ended December 31, 2023 associated with 99 Restaurants and O'Charley's stores that were closed prior to December 31, 2024 and a decline in comparable store sales.
The decrease was primarily attributable to approximately $100.3 million of incremental revenue included in the year ended December 31, 2023 associated with stores that were closed prior to December 31, 2024 and a decline in comparable store sales. Comparable Store Sales.
For investments in common stock or in-substance common stock of an investee, which an investor does not control, the general but rebuttable presumption exists that an ownership of greater than 20% of the outstanding common stock of an investee indicates the investor has significant influence.
For investments in common stock or in-substance common stock of an investee, which 24 Table of Contents an investor does not control, the general but rebuttable presumption exists that an ownership of greater than 20% of the outstanding common stock of an investee indicates the investor has significant influence.
The Company believes the holding company's balances of cash, cash equivalents, short term investments, marketable equity securities, cash generated by its investments and capacity under its credit agreements, will be sufficient to satisfy its cash requirements over the next 12 months and beyond. 37 Table of Contents We are focused on evaluating our assets and investments as potential vehicles for creating liquidity.
The Company believes the holding company's balances of cash, cash equivalents, marketable equity securities, cash generated by its investments and capacity under its credit agreements, will be sufficient to satisfy its cash requirements over the next 12 months and beyond. We are focused on evaluating our assets and investments as potential vehicles for creating liquidity.
Total capital expenditures for property and equipment and other intangible assets were $7.0 million, $10.0 million and $14.3 million for the years ended December 31, 2024, 2023 and 2022, respectively. Capital expenditures in all years primarily consisted of purchases of equipment and leasehold improvements in our Restaurant Group segment and property improvements at our real estate operations. Financing Cash Flows.
Total capital expenditures for property and equipment and other intangible assets were $10.4 million, $7.0 million and $10.0 million for the years ended December 31, 2025, 2024 and 2023, respectively. Capital expenditures in all years primarily consisted of purchases of equipment and leasehold improvements in our Restaurant Group segment and property improvements at our real estate operations. Financing Cash Flows.
Accordingly, our net loss for the year ended December 31, 2024 and December 31, 2023 includes our equity in BKFC’s losses for the year ended September 30, 2024 and for the period from December 13, 2022 (the date we acquired our initial interest in BKFC) through September 30, 2023, respectively.
Accordingly, our net loss for the year ended December 31, 2025, 2024 and 2023 includes our equity in BKFC’s losses for the year ended September 30, 2024, September 30, 2023, and for the 30 Table of Contents period from December 13, 2022 (the date we acquired our initial interest in BKFC) through September 30, 2023, respectively.
Black Knight Football As of December 31, 2024, we owned approximately 47.2% of the ownership interest of BKFC. We account for our ownership of BKFC under the equity method of accounting and report our equity in the earnings or loss of BKFC on a three-month lag; therefore, its results do not consolidate into ours.
Black Knight Football As of December 31, 2025, we owned approximately 44.7% of the ownership interest of BKFC. We account for our ownership of BKFC under the equity method of accounting and report our equity in the earnings or loss of BKFC on a three-month lag; therefore, its results do not consolidate into ours.
We account for our ownership interest in D&B under the equity method of accounting; therefore, its results of operations do not consolidate into ours. Summarized financial information for Dun & Bradstreet for the relevant dates and time periods included in Equity in (losses) earnings of unconsolidated affiliates in our Consolidated Statements of Operations is presented below.
We account for our ownership of Alight under the equity method of accounting; therefore, its results of operations do not consolidate into ours. Summarized financial information for Alight for the relevant dates and time periods included in Equity in (losses) earnings of unconsolidated affiliates in our Consolidated Statements of Operations is presented below.
One of the factors used in assessing the need 30 Table of Contents 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.
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, 2025, the Company was in a cumulative book loss position.
The transaction closed on July 12, 2024. Beginning with the quarter ended March 31, 2024, Alight began accounting for the assets and liabilities of the disposed businesses as held for sale and its operating results as discontinued operations.
Beginning with the quarter ended March 31, 2024, Alight began accounting for the assets and liabilities of the disposed businesses as held for sale and its operating results as discontinued operations.
The changes in both periods is primarily attributable to $30.2 million of gains recorded upon derecognition of O'Charley's lease liabilities associated with stores closed in 2023 and upon conversion of certain stores from a failed sale lease back in previous years to operating leases in 2023.
The decrease in December 31, 2024 from 2023 is primarily attributable to $30.2 million of gains recorded upon derecognition of O'Charley's lease liabilities associated with stores closed in 2023 and upon conversion of certain stores from a failed sale lease back in previous years to operating leases in 2023.
The fluctuation in income tax benefit as a percentage of loss before income taxes is attributable to our estimate of ultimate income tax liability or benefit and changes in the characteristics of net earnings or loss year to year, such as the weighting of operating income versus investment income.
The fluctuation in income tax benefit as a percentage of loss before income taxes is attributable to our estimate of ultimate income tax liability or benefit and changes in the characteristics of net earnings or loss year to year, such as the weighting of operating income versus investment income and the varying impact of equity in earnings or loss of unconsolidated affiliates on pre-tax income or loss.
The change in the year ended December 31, 2024 compared to 2023 was partially offset by a gain of $12.5 million recorded in 2024 related to the termination of the lease for the Restaurant Group's corporate headquarters. Dun & Bradstreet As of December 31, 2024, we owned approximately 15.6% of the outstanding common stock of Dun & Bradstreet.
The change in the year ended December 31, 2024 compared to 2023 was partially offset by the gain of $12.5 million recorded in 2024 related to the termination of the lease for the Restaurant Group's corporate headquarters. Alight As of December 31, 2025, we owned approximately 7.7% of the outstanding common stock of Alight.
Additionally, the Company has a state valuation allowance of $5.1 million 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.
Additionally, the Company has a state valuation allowance of 25 Table of Contents $6.3 million 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.
As of December 31, 2024, we held less than 20% of the outstanding common equity of Alight but we account for our ownership under the equity method because we exert significant influence: (i) through, and in connection with, our 7.6% ownership, (ii) because certain of our senior management and directors serve on Alight's board of directors, including our Chief Executive Officer, Chief Investment Officer and Chairman of our Board, Bill Foley, who is also the chairman of Alight's board of directors, and (iii) because we are party to an agreement with Alight pursuant to which we have the ability to appoint or be consulted on the election of certain of the directors of Alight.
As of December 31, 2025, we held less than 20% of the outstanding common equity of Alight but we account for our ownership under the equity method because we exert significant influence: (i) through, and in connection with, our 7.7% ownership, (ii) because certain of our directors serve on Alight's board of directors, and (iii) because we are party to an agreement with Alight pursuant to which we have the ability to appoint or be consulted on the election of certain of the directors of Alight.
The increase in cash used in operations of $2.3 million from 2024 compared to 2023 is primarily attributable to lower tax payments and lower cash expenses incurred with our Manager.
The increase in cash used in operations of $2.3 million from 2024 compared to 2023 is primarily attributable to customary fluctuations in working capital, partially offset by lower net cash tax payments and lower cash expenses incurred with our Manager.
The following dividends were declared by our Board in 2024: Declaration Date Record Date Payment Date Dividends Per Share May 9, 2024 June 14, 2024 June 28, 2024 $0.12 July 30, 2024 September 16, 2024 September 30, 2024 $0.12 November 7, 2024 December 17, 2024 December 31, 2024 $0.12 Subsequent to December 31, 2024, the Board declared cash dividends of $0.12 per share, payable on March 31, 2025, to Cannae common shareholders of record as of March 17, 2025.
The following dividends were declared by our Board in 2025: Declaration Date Record Date Payment Date Dividends Per Share February 24, 2025 March 17, 2025 March 31, 2025 $0.12 May 8, 2025 June 16, 2025 June 30, 2025 $0.12 August 7, 2025 September 16, 2025 September 30, 2025 $0.15 November 4, 2025 December 17, 2025 December 31, 2025 $0.15 Subsequent to December 31, 2025, the Board declared cash dividends of $0.15 per share, payable on March 31, 2026, to Cannae common shareholders of record as of March 17, 2026.
Accordingly, we recorded an impairment of $149.5 million which is included in Recognized (losses) gains, net, on our Consolidated Statement of Operations for the year ended December 31, 2024.
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 year ended December 31, 2025 .
The change in net loss is attributable to the factors discussed above and net loss from the segments is discussed in further detail at the segment level below. 33 Table of Contents Segment Results of Operations Restaurant Group The following table presents the results from operations of our Restaurant Group segment: Year Ended December 31, 2024 2023 2022 (In millions) Revenues: Restaurant revenue $ 419.6 $ 536.0 $ 630.6 Operating expenses: Cost of restaurant revenue 371.2 474.9 571.4 Personnel costs 20.2 23.2 24.2 Depreciation and amortization 10.5 17.0 20.5 Other operating expenses, including asset impairments 26.5 75.9 36.5 Total operating expenses 428.4 591.0 652.6 Operating loss (8.8) (55.0) (22.0) Other income (expense): Interest expense (5.7) (6.1) (4.2) Recognized gains, net 18.6 36.0 7.8 Total other income 12.9 29.9 3.6 Earnings (loss) before income taxes and equity in losses of unconsolidated affiliates 4.1 (25.1) (18.4) Total revenues for the Restaurant Group segment decreased $116.4 million, or 21.7%, in the year ended December 31, 2024 from 2023.
Segment Results of Operations Restaurant Group The following table presents the results from operations of our Restaurant Group segment: Year Ended December 31, 2025 2024 2023 (In millions) Revenues: Restaurant revenue $ 390.5 $ 419.6 $ 536.0 Operating expenses: Cost of restaurant revenue 358.0 371.2 474.9 Personnel costs 16.6 20.2 23.2 Depreciation and amortization 9.7 10.5 17.0 Other operating expenses, including asset impairments 34.1 26.5 75.9 Total operating expenses 418.4 428.4 591.0 Operating loss (27.9) (8.8) (55.0) Other income (expense): Interest expense (6.4) (5.7) (6.1) Recognized (loss) gains, net (0.2) 18.6 36.0 Total other (expense) income (6.6) 12.9 29.9 (Loss) earnings before income taxes and equity in losses of unconsolidated affiliates (34.5) 4.1 (25.1) Revenues Total revenues for the Restaurant Group segment decreased $29.1 million, or 6.9%, in the year ended December 31, 2025 from 2024.
Though we do not currently believe our interest in Alight is other-than-temporarily impaired, because the fair value is currently below the book value of our interest in Alight, sustained declines in fair value of the interest, deterioration in Alight's actual or forecasted results of operations or adverse changes in the US macroeconomic environment could result in an impairment charge in future periods to record our asset at fair value.
Although our interest in Alight is not impaired as of December 31 ,2025 because the fair value is above the book value of our interest in Alight, sustained declines in fair value of the interest, deterioration in Alight's actual or forecasted results of operations or adverse changes in the US macroeconomic environment could result in an impairment charge in future periods to record our asset at fair value.
Refer to Note E - Segment Information to our Consolidated Financial Statements included in Item 8 Part II of this Annual Report for further discussion of our segment reporting.
Refer to Note L - Income Taxes to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for further discussion of our accounting for income taxes.
As of December 31, 2024, the fair value of our ownership interest in Alight based on quoted market prices was $280.1 million and the book value of our recorded asset for Alight was $374.0 million.
As of December 31, 2025, the fair value of our ownership interest in Alight based on quoted market prices was $78.9 million and the book value of our recorded asset for Alight was $73.8 million.
As of December 31, 2024, the Company has a federal valuation allowance of $47.7 million representing a full valuation allowance on its federal NOL carryforwards and certain other deferred taxes where it is not more likely than not that the tax benefit will be realized.
As of December 31, 2025, the Company has a federal valuation allowance of $155.3 million representing a full valuation allowance on our federal deferred taxes where it is not more likely than not that the tax benefit will be realized.
Total revenues for the Restaurant Group segment decreased $94.6 million, or 15.0%, in the year ended December 31, 2023 from 2022. The decrease was primarily attributable to approximately $79.6 million of incremental revenue included in the year ended December 31, 2022 associated with stores that were closed prior to December 31, 2023 and a decline in comparable store sales.
The decrease was partially attributable to approximately $12.6 million of incremental revenue included in the year ended December 31, 2024 associated with stores that were closed prior to December 31, 2025 and an overall decline in comparable store sales. Total revenues for the Restaurant Group segment decreased $116.4 million, or 21.7%, in the year ended December 31, 2024 from 2023.
The following table presents the results from operations of our Corporate and Other segment: Year ended December 31, 2024 2023 2022 (In millions) Revenues: Other operating revenue $ 32.9 $ 34.0 $ 31.5 Operating expenses: Personnel costs 58.2 28.9 35.3 Depreciation and amortization 2.8 2.0 2.3 Other operating expenses 66.8 67.0 116.5 Total operating expenses 127.8 97.9 154.1 Operating loss (94.9) (63.9) (122.6) Other income (expense): Interest, investment and other income 4.6 13.6 2.5 Interest expense (5.9) (11.8) (8.1) Recognized losses, net (171.8) (119.9) (189.0) Total other expense (173.1) (118.1) (194.6) Loss before income taxes and equity in (losses) earnings of unconsolidated affiliates (268.0) (182.0) (317.2) Personnel costs in our corporate and other segment increased $29.3 million, or 101.4%, in the year ended December 31, 2024 compared to 2023, and decreased $6.4 million, or 18.1%, in the year ended December 31, 2023 compared to 2022.
The following table presents the results from operations of our Corporate and Other segment: Year ended December 31, 2025 2024 2023 (In millions) Revenues: Other operating revenue $ 33.1 $ 32.9 $ 34.0 Operating expenses: Personnel costs 57.2 58.2 28.9 Depreciation and amortization 2.2 2.8 2.0 Other operating expenses 65.4 66.8 67.0 Total operating expenses 124.8 127.8 97.9 Operating loss (91.7) (94.9) (63.9) Other income (expense): Interest, investment and other income 10.1 4.6 13.6 Interest expense (5.5) (5.9) (11.8) Recognized losses, net (68.9) (159.5) (113.2) Total other expense (64.3) (160.8) (111.4) Loss before income taxes and equity in losses of unconsolidated affiliates (156.0) (255.7) (175.3) Personnel costs in our corporate and other segment decreased $1.0 million, or 1.7%, in the year ended December 31, 2025 compared to 2024, and increased $29.3 million, or 101.4%, in the year ended December 31, 2024 compared to 2023.
Other operating expenses include management fees, carried interest fees, professional fees, advertising costs, travel expenses and impairments of operating assets. 32 Table of Contents The change in expenses from our segments is discussed in further detail at the segment level below.
Depreciation and amortization expense consists of our depreciation related to investments in property and equipment as well as amortization of intangible assets. Other operating expenses include management fees, carried interest fees, professional fees, advertising costs, travel expenses and impairments of operating assets. The change in expenses from our segments is discussed in further detail at the segment level below.
Year ended December 31, 2024 2023 2022 (In millions) Total revenues $ 2,332.0 $ 2,386.0 $ 2,207.0 Gross profit 794.0 810.0 686.0 Net loss from continuing operations (140.0) (317.0) (140.0) Net (loss) earnings from discontinued operations (19.0) (45.0) 68.0 Net loss attributable to noncontrolling interests (2.0) (17.0) (10.0) Net loss attributable to Alight (157.0) (345.0) (62.0) Details relating to the results of operations of Alight (NYSE: "ALIT") can be found in its periodic reports filed with the SEC.
Year ended December 31, 2025 2024 2023 (In millions) Total revenues $ 2,262.0 $ 2,332.0 $ 2,386.0 Gross profit 765.0 794.0 810.0 Depreciation and amortization 407.0 395.0 373.0 Goodwill impairment 3,124.0 — — Interest expense 92.0 103.0 131.0 Net loss from continuing operations (3,078.0) (140.0) (317.0) Net loss from discontinued operations (21.0) (19.0) (45.0) Net loss attributable to noncontrolling interests (2.0) (2.0) (17.0) Net loss attributable to Alight (3,097.0) (157.0) (345.0) Details relating to the results of operations of Alight (NYSE: "ALIT") can be found in its periodic reports filed with the SEC.
The decrease in 2023 is primarily attributable to a decrease in guest counts, partially offset by an increase in the average amount spent by customers each visit. Comparable store sales for our O'Charley's brand changed (8.5)%, (3.4)% and (5.8)% in the years ended December 31, 2024, 2023 and 2022, respectively, from the prior fiscal years.
The change is primarily attributable to a decrease in guest counts of 2.9%, 7.3% and 8.8% in the years ended December 31, 2025, 2024 and 2023, respectively, partially offset by an increase in the average amount spent by customers each visit of 2.4%, 5.6% and 7.4% in the years ended December 31, 2025, 2024 and 2023, respectively.
Total revenue in 2023 decreased $92.1 million compared to 2022, primarily driven by a decrease in revenue in the Restaurant Group segment. The change in revenues from our segments is discussed in further detail at the segment level below. Expenses Our operating expenses consist primarily of cost of restaurant revenue, personnel costs, depreciation and amortization, and other operating expenses.
The change in revenues from our segments is discussed in further detail at the segment level below. 27 Table of Contents Expenses Our operating expenses consist primarily of cost of restaurant revenue, personnel costs, depreciation and amortization, and other operating expenses.
Total revenues for Black Knight Football increased $62.1 million, or 41.7%, in the year ended September 30, 2024, compared to the period from December 13, 2022 through September 30, 2023. The increase in revenue was primarily attributable to the 2023 period including nine and a half months rather than twelve and an increase in matchday and sponsorship revenue.
Total revenues for Black Knight Football increased $62.1 million, or 41.7%, in the year ended September 30, 2024, compared to the period from December 13, 2022 through September 30, 2023.
Cost of restaurant revenue as a percentage of restaurant revenue was approximately 88.5%, 88.6%, and 90.6% in the years ended December 31, 2024, 2023 and 2022, respectively.
Cost of restaurant revenue decreased $103.7 million, or 21.8%, in the year ended December 31, 2024 from 2023. Cost of restaurant revenue as a percentage of restaurant revenue was approximately 91.7%, 88.5%, and 88.6% in the years ended December 31, 2025, 2024 and 2023, respectively.
For agreements with minimum purchase obligations, at least the minimum amounts we are legally required to purchase are included. These agreements do not include fixed delivery terms. We used both historical and projected volume and pricing as of December 31, 2024 to determine the amount of the obligations.
For agreements with minimum purchase obligations, at least the minimum amounts we are legally required to purchase are included. These agreements do not include fixed delivery terms.
Summarized financial information for BKFC for the relevant dates and time periods included in Equity in (losses) earnings of unconsolidated affiliates in our Consolidated Statements of Operations is presented below. 35 Table of Contents For the year ended September 30, 2024 For the period from December 13, 2022 through September 30, 2023 (In millions) Total revenues $ 211.1 $ 149.0 Operating loss (125.4) (93.8) (Losses) earnings of unconsolidated affiliates (7.1) (5.3) Net loss attributable to BKFC (122.6) (103.8) Black Knight Football's total revenue is primarily attributable to Premier League media rights, matchday and sponsorship revenue earned by AFCB.
Twelve Months ended September 30, For the period from December 13, 2022 through September 30, 2023 2025 2024 (In millions) Total revenues $ 267.1 $ 211.1 $ 149.0 Depreciation and amortization 117.5 114.0 99.8 Interest expense 23.1 14.6 8.5 Operating loss (110.4) (125.4) (93.8) Losses of unconsolidated affiliates (5.6) (7.1) (5.3) Net loss attributable to BKFC (16.5) (122.6) (103.8) Black Knight Football's total revenue is primarily attributable to Premier League media rights, matchday and sponsorship revenue earned by AFCB.
Other operating expenses increased by $39.4 million, or 107.9%, in the year ended December 31, 2023 from 2022.
Other operating expenses decreased by $49.4 million, or 65.1%, in the year ended December 31, 2024 from 2023.
Alight As of December 31, 2024, we owned 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 of operations do not consolidate into ours.
JANA As of December 31, 2025, we own approximately 50.0% of the ownership interest of JANA. We account for our ownership of JANA under the equity method of accounting, and therefore its results do not consolidate into ours.
Our cash flows used in financing activities for the years ended December 31, 2024, 2023 and 2022 were $182.9 million, $106.8 million and $154.2 million, respectively. The increase in cash used in financing activities of $76.1 million from 2024 compared to 2023 is primarily attributable to the Tender Offer, partial repayment of the FNF Revolver and dividends paid in 2024.
Our cash flows used in financing activities for the years ended December 31, 2025, 2024 and 2023 were $449.5 million, $182.9 million and $106.8 million, respectively. The increase in cash used in financing activities of $266.6 million from 2025 compared to 2024 is primarily attributable to the increased repurchases of treasury stock and repayment of the Margin Loan in 2025.
We account for our ownership interest in JANA as an unconsolidated affiliate using the equity method of accounting and record our ratable share of JANA's net income or loss on a three-month lag. On December 27, 2024, the Company invested $20.0 million into a JANA fund as part of the JANA Fund Commitment.
Due to our incremental investment in the JANA Fund and JANA Partners, as of September 30, 2025, we began accounting for our ownership interest in the JANA Fund as an unconsolidated affiliate using the equity method of accounting and record our ratable share of the JANA Fund's net income or loss on a three-month lag.
The following table presents certain financial data for the years indicated: Year ended December 31, 2024 2023 2022 (In millions) Revenues: Restaurant revenue $ 419.6 $ 536.0 $ 630.6 Other operating revenue 32.9 34.0 31.5 Total operating revenues 452.5 570.0 662.1 Operating expenses: Cost of restaurant revenue 371.2 474.9 571.4 Personnel costs 78.4 52.1 59.5 Depreciation and amortization 13.3 19.0 22.8 Other operating expenses, including asset impairments 93.3 142.9 153.0 Total operating expenses 556.2 688.9 806.7 Operating loss (103.7) (118.9) (144.6) Other income (expense): Interest, investment and other income 4.6 13.6 2.5 Interest expense (11.6) (17.9) (12.3) Recognized losses, net (153.2) (83.9) (181.2) Total other expense (160.2) (88.2) (191.0) Loss before income taxes and equity in losses of unconsolidated affiliates (263.9) (207.1) (335.6) Income tax benefit (0.4) (77.0) (89.9) Loss before equity in losses of unconsolidated affiliates (263.5) (130.1) (245.7) Equity in losses of unconsolidated affiliates (46.6) (194.0) (183.9) Net loss (310.1) (324.1) (429.6) Less: Net loss attributable to noncontrolling interests (5.5) (10.7) (1.5) Net loss attributable to Cannae Holdings, Inc. common shareholders $ (304.6) $ (313.4) $ (428.1) Revenues Total revenue decreased $117.5 million in 2024 compared to 2023, primarily driven by a decrease in revenue in the Restaurant Group segment.
The following table presents certain financial data for the years indicated: Year ended December 31, 2025 2024 2023 (In millions) Revenues: Restaurant revenue $ 390.5 $ 419.6 $ 536.0 Other operating revenue 33.1 32.9 34.0 Total operating revenues 423.6 452.5 570.0 Operating expenses: Cost of restaurant revenue 358.0 371.2 474.9 Personnel costs 73.8 78.4 52.1 Depreciation and amortization 11.9 13.3 19.0 Other operating expenses, including asset impairments 99.5 93.3 142.9 Total operating expenses 543.2 556.2 688.9 Operating loss (119.6) (103.7) (118.9) Other income (expense): Interest, investment and other income 10.1 4.6 13.6 Interest expense (11.9) (11.6) (17.9) Recognized losses, net (69.1) (140.9) (77.2) Total other expense (70.9) (147.9) (81.5) Loss before income taxes and equity in losses of unconsolidated affiliates (190.5) (251.6) (200.4) Income tax expense (benefit) 13.0 3.3 (71.5) Loss before equity in losses of unconsolidated affiliates (203.5) (254.9) (128.9) Equity in losses of unconsolidated affiliates (223.5) (32.9) (176.9) Loss from continuing operations (427.0) (287.8) (305.8) Net loss from discontinued operations, net of tax (97.9) (22.3) (18.3) Net loss (524.9) (310.1) (324.1) Less: Net loss attributable to noncontrolling interests (11.7) (5.5) (10.7) Net loss attributable to Cannae Holdings, Inc. common shareholders $ (513.2) $ (304.6) $ (313.4) The following is a discussion of the material fluctuations in our consolidated results of operations for the year ended December 31, 2025 as compared to 2024 and the year December 31, 2024 compared to 2023.
The change in both periods is primarily attributable to $36.8 million of impairment recorded to the Restaurant Group's property and equipment, lease assets and other intangible assets in the year ended December 31, 2023. 34 Table of Contents Recognized gains, net, decreased $17.4 million, or 48.3%, in the year ended December 31, 2024 from 2023 and increased $28.2 million, or 361.5%, in the year ended December 31, 2023 from 2022.
The decrease in the year ended December 31, 2024 from 2023 is primarily attributable to $36.8 million of impairment recorded to the Restaurant Group's property and equipment, lease assets and other intangible assets in the year ended December 31, 2023.
We do not expect the adoption of this authoritative guidance to have a material impact on our consolidated financial statements. Certain Factors Affecting Comparability Year ended December 31, 2024. On March 20, 2024, Alight entered into a definitive agreement to sell its professional services segment and its payroll and human capital management outsourcing businesses (the "Payroll & Professional Services Business").
We do not expect the adoption of this authoritative guidance to have a material impact on our consolidated financial statements. Certain Factors Affecting Comparability Year ended December 31, 2025. On March 24, 2025, D&B entered into a definitive agreement to be acquired by Clearlake Capital Group, L.P. (the "D&B Sale").
See Note G - Leases to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for further discussion of our leasing arrangements. On February 26, 2024, the Company, Cannae LLC and Trasimene entered into a Third Amended and Restated Management Services Agreement (the "Third Amended MSA").
See Note G - Leases to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for further discussion of our leasing arrangements.
Income tax benefit was $0.4 million, $77.0 million, and $89.9 million for the years ended December 31, 2024, 2023 and 2022, respectively. The effective tax rate for the years ended December 31, 2024, 2023 and 2022 was 0.2%, 37.2%, and 26.8%, respectively.
Income Taxes Income tax expense (benefit) was $13.0 million, $3.3 million, and $(71.5) million for the years ended December 31, 2025, 2024 and 2023, respectively. The effective tax rate for the years ended December 31, 2025, 2024 and 2023 was (6.8)%, (1.3)%, and 35.7%, respectively.
Comparable store sales for our 99 Restaurants brand changed (2.2)%, (2.1)%, and 7.5% in the years ended December 31, 2024, 2023 and 2022, respectively, from the prior fiscal years. The decrease in 2024 is primarily attributable to a decrease in guest counts, partially offset by an increase in the average amount spent by customers each visit.
The change is primarily attributable to a decrease in guest counts of 17.4%, 9.9% and 7.3% in the years ended December 31, 2025, 2024 and 2023, respectively, offset or partially offset by an increase in the average amount spent by customers each visit of 4.8%, 1.6% and 4.2% in the years ended December 31, 2025, 2024 and 2023, respectively. 29 Table of Contents Cost of Restaurant Revenue Cost of restaurant revenue decreased $13.2 million, or 3.6%, in the year ended December 31, 2025 from 2024.
Our cash flows provided by investing activities for the years ended December 31, 2024, 2023 and 2022 were $298.3 million, $53.1 million and $521.2 million, respectively.
See Footnote P to our consolidated financial statements for further information on cash paid for income taxes and Footnote O for further information on expenses incurred with our Manager. Investing Cash Flows. Our cash flows provided by investing activities for the years ended December 31, 2025, 2024 and 2023 were $518.1 million, $298.3 million and $53.1 million, respectively.
Our intent is to use that liquidity for general corporate purposes, including, funding future investments, other strategic initiatives and/or conserving cash. Operating Cash Flows . Our cash flows used in operations for the years ended December 31, 2024, 2023 and 2022 were $90.1 million, $87.8 million and $205.1 million, respectively.
Our cash flows used in operations for the years ended December 31, 2025, 2024 and 2023 were $18.1 million, $90.1 million and $87.8 million, respectively.
The increase in 2024 compared to 2023 was primarily attributable to increased non-cash stock-based compensation granted in 2024.
The increase in 2024 compared to 2023 was primarily attributable to increased non-cash stock-based compensation granted in 2024. Other operating expenses in our corporate and other segment decreased $1.4 million, or 2.1%, in the year ended December 31, 2025 compared to 2024.
Personnel costs were $185.7 million and $112.1 million in the year ended September 30, 2024 and the period from December 13, 2022 to September 30, 2023, respectively, an increase of $73.6 million, or 65.7%. The increase was attributable to the acquisition of new players at AFC Bournemouth and the 2023 period including nine and a half months rather than twelve.
Operating loss increased $31.6 million, or 33.7%, in the year ended September 30, 2024, compared to the period from December 13, 2022 through September 30, 2023. The change in operating loss was primarily attributable to the 2023 period which included nine and a half months rather than twelve.
The decrease in cash used in financing activities of $47.4 million from 2023 compared to 2022 is primarily attributable to a reduction in treasury stock repurchases in 2023 compared to 2022 and lower proceeds from debt, net of repayments. Financing Arrangements.
The increase in cash used in financing activities of $76.1 million from 2024 compared to 2023 is primarily attributable to the increased repurchases of treasury stock, partial repayment of the FNF Revolver and dividends paid in 2024 compared to 2023. Financing Arrangements.
Black Knight Football In the year ended December 31, 2024, we invested $36.8 million in BKFC and as of December 31, 2024, we held a 47.2% ownership interest. See Note B - Investments for further discussion of our accounting for our ownership interest in BKFC and other equity method investments.
Black Knight Football During the year ended December 31, 2025, we invested $50.0 million in BKFC and as of December 31, 2025, we held a 44.7% ownership interest.
Restaurant Group financing obligations include its agreements to lease certain O'Charley's restaurant locations that are accounted for as failed sale and leaseback transactions. 38 Table of Contents As of December 31, 2024, our required annual payments relating to these contractual obligations were as follows: 2025 2026 2027 2028 2029 Thereafter Total (In millions) Unconditional purchase obligations $ 46.9 $ 7.2 $ 4.0 $ 2.1 $ — $ — $ 60.2 Operating lease payments 24.8 23.6 22.0 20.1 17.1 110.5 218.1 Notes payable 61.3 12.9 101.2 2.1 0.1 3.6 181.2 Fees payable to Manager 13.2 13.1 3.8 — — — 30.1 Restaurant Group financing obligations 0.3 0.3 0.3 0.2 0.2 — 1.3 Total $ 146.5 $ 57.1 $ 131.3 $ 24.5 $ 17.4 $ 114.1 $ 490.9 Capital Stock Transactions.
We used both historical and projected volume and pricing as of December 31, 2025 to determine the amount of the obligations. 34 Table of Contents As of December 31, 2025, our required annual payments relating to these contractual obligations were as follows: 2026 2027 2028 2029 2030 Thereafter Total (In millions) Unconditional purchase obligations $ 54.9 $ 8.4 $ 3.0 $ 0.3 $ — $ — $ 66.6 Operating lease payments 24.9 23.4 21.1 17.9 15.8 93.2 196.3 Notes payable 6.9 0.7 0.6 1.7 47.9 13.3 71.1 Fees payable to Manager 16.9 — — — — — 16.9 Total $ 103.6 $ 32.5 $ 24.7 $ 19.9 $ 63.7 $ 106.5 $ 350.9 Capital Stock Transactions.
Total net loss attributable to Cannae decreased $114.7 million in the year ended December 31, 2023, compared to 2022.
Total net loss attributable to Cannae decreased $8.8 million in the year ended December 31, 2024, compared to 2023. The change in net loss is attributable to the factors discussed above and net loss from the segments is discussed in further detail at the segment level below.
As of December 31, 2024, the book value of our investment in Alight accounted for under the equity method of accounting is $374.0 million. Based on quoted market prices, the aggregate fair market value of our ownership of Alight common stock was approximately $280.1 million as of December 31, 2024. Investments in unconsolidated affiliates - impairment monitoring .
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.
As of December 31, 2024, we were committed under letters of credit totaling $6.2 million issued primarily in connection with casualty insurance programs for our Restaurant Group employees. We continually assess our capital allocation strategy, including decisions relating to repurchasing our stock, paying dividends, reducing debt, and/or conserving cash.
We continually assess our capital allocation strategy, including decisions relating to repurchasing our stock, paying dividends, reducing debt, and/or conserving cash.
On February 26, 2024, the Company, Cannae LLC and Trasimene entered into a Third Amended and Restated Management Services Agreement (the "Third Amended MSA").
As previously disclosed, on February 26, 2024, the Parties entered into that certain Third Amended and Restated Management Services Agreement among the Parties (the "MSA"), which provided for a termination of the MSA by the Company effective June 30, 2027, unless terminated earlier by the Company.
Refer to Note L - Income Taxes to our Consolidated Financial Statements included in Item 8 of Part II of this Annual Report for further discussion of our accounting for income taxes. Recent Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280) .
The guidance is to be applied on a prospective basis, though retrospective application is permitted. We have adopted this ASU which resulted in additional disclosures in our consolidated financial statements. Refer to Note L - Income Taxes to our Consolidated Financial Statements included in Item 8 Part II of this Annual Report for further discussion of our income tax disclosures.
See Note B - Investments and Note C - Fair Value Measurements for further discussion of our accounting for our ownership interest in Paysafe and other equity securities. Alight On December 3, 2024, we completed the sale of 12.0 million shares of common stock of Alight for aggregate proceeds of $89.0 million.
See Note Q - Discontinued Operations for further discussion of our accounting for our ownership interest in D&B. During the second quarter, we sold 10.0 million shares of common stock of D&B, and Cannae received proceeds of $89.5 million.
The change in cost of restaurant revenue as a percentage of restaurant revenue in 2023 compared to 2022 is primarily attributable to an easing of inflation in the cost of labor, food and supplies relative to customary increases in menu pricing. Other operating expenses decreased by $49.4 million, or 65.1%, in the year ended December 31, 2024 from 2023.
The decrease in cost of restaurant revenue in 2024 compared to 2023 is primarily attributable to the closure of 77 O'Charley's stores during the year ended December 31, 2023. Other Operating Expenses Other operating expenses increased by $7.6 million, or 28.7%, in the year ended December 31, 2025 from 2024.
The decrease in cash provided by investing activities of $468.1 million from 2023 compared to 2022 is primarily attributable to primarily attributable to higher proceeds from sales of Dayforce, AmeriLife, Optimal Blue, D&B and CorroHealth in the 2022 period compared to lower proceeds from sales of Dayforce in 2023 period, partially offset by increased proceeds from distributions from unconsolidated affiliates in the 2023 period and the investment in System1 in the 2022 period.
The increase in cash provided by investing activities of $219.8 million from 2025 compared to 2024 is primarily attributable to increased proceeds from sales of our investments, partially offset by a decrease in purchases of new investments.
Depreciation and amortization expense was $114.0 million and $99.8 million, respectively, in the year ended September 30, 2024 and the period from December 13, 2022 to September 20, 2023, respectively, an increase of $14.2 million, or 14%. The increase was attributable to inclusion of a full year of expense in the 2024 period.
Net loss attributable to BKFC increased $18.8 million, or 18.1%, in the year ended September 30, 2024, compared to the period from December 13, 2022 through September 30, 2023. The change in net loss attributable to BKFC was primarily attributable to the 2023 period which consisted of nine and a half months rather than twelve.
As of December 31, 2024, we had cash and cash equivalents of $131.5 million, of which $113.2 million was cash held by the corporate holding company, $6.2 million of short term investments, and $49.0 of immediate capacity under our existing holding company credit facilities with the ability to add an additional $500 million of borrowing capacity by amending our 2020 Margin Facility.
As of December 31, 2025, we had cash and cash equivalents of $182.0 million, of which $168.8 million was cash held by the corporate holding company and $50.0 million of notional capacity under the 2020 Margin Facility, or approximately $25.4 million of borrowing capacity based on collateral value.
We account for our investment in the JANA fund as an equity security without a readily determinable fair value. See Note B - Investments for further discussion of our accounting for our ownership interest in JANA and other equity method investments and our accounting for the JANA fund and other equity securities without a readily determinable fair value.
The transaction closed on September 2, 2025 and as of December 31, 2025, the Company has a 50.0% total ownership interest in JANA Partners. On September 2, 2025, Cannae invested an additional $30.0 million into the JANA Fund. We previously accounted for our investment in the JANA Fund as an equity security without a readily determinable fair value.
The following discussion should also be read in conjunction with the Consolidated Financial Statements and the Notes thereto included in Item 8 of Part II of this Annual Report. Recent Developments Dayforce In the year ended December 31, 2024, we sold the remaining 4.0 million shares of common stock of Dayforce for gross proceeds of $264.0 million.
The following discussion should also be read in conjunction with the Consolidated Financial Statements and the Notes thereto included in Item 8 of Part II of this Annual Report. Recent Developments Dun & Bradstreet On March 24, 2025, Dun & Bradstreet ("D&B") entered into a definitive agreement to be acquired by Clearlake Capital Group, L.P. (the "D&B Sale").
In November 2024, we sold 0.9 million shares of common stock of Paysafe for $16.0 million which we expect will generate tax savings for the Company. As of December 31, 2024, we owned 2.5 million shares of Paysafe which represented approximately 4.1% of the outstanding common equity of Paysafe.
Paysafe In November 2025, we sold approximately 2.5 million shares of common stock of Paysafe for $16.5 million which will generate expected tax savings for the Company as the sale resulted in an $87.3 million tax loss which the Company will use to offset capital gains realized in 2025 and to carry back the excess losses to utilize against excess capital gains realized in prior years.
As of December 31, 2024, we had a net deferred tax asset of $73.9 million, which is primarily attributable to temporary differences for our investments held through partnerships.
As of December 31, 2025, we had a net deferred tax asset of $0.6 million, which is primarily attributable to temporary differences for certain state income taxes. In the year ended December 31, 2025, we recorded an additional valuation allowance of $108.8 million which was primarily attributable to the Company's remaining federal tax assets.
Equity in (losses) earnings of unconsolidated affiliates for the periods indicated consisted of the following: Year ended December 31, 2024 2023 2022 (In millions) Dun & Bradstreet (1) $ (13.7) $ (17.1) $ (8.8) Alight (15.5) (35.1) (1.6) BKFC (49.9) (51.9) — CSI 41.1 (2.0) — Sightline (2) (8.2) (18.0) (19.3) Other (3) (0.4) (69.9) (154.2) Total $ (46.6) $ (194.0) $ (183.9) _____________________________________ (1) Equity in losses for D&B includes $8.6 million of loss for the years ended December 31, 2024 and 2023, related to amortization of Cannae's basis difference between the book value of its ownership interest and ratable portion of the underlying equity in net assets of D&B.
Equity in Earnings (Losses) of Unconsolidated Affiliates Equity in (losses) earnings of unconsolidated affiliates for the periods indicated consisted of the following: Year ended December 31, 2025 2024 2023 (In millions) Alight (236.8) (15.5) (35.1) BKFC (11.4) (49.9) (51.9) CSI 33.4 41.1 (2.0) Watkins (4.3) — — JANA 4.4 2.4 — Other (1) (8.8) (11.0) (87.9) Total $ (223.5) $ (32.9) $ (176.9) _____________________________________ (1) The amount for the year ended December 31, 2023 include the Company's equity in losses of Paysafe which was no longer accounted for under the equity method of accounting beginning December 31, 2023.
Due to the quantum of the decrease in the fair market value of our ownership interest subsequent to our acquisition, declines in the forecasted results of operations and liquidity of Sightline, and the uncertainty of the ability of Sightline to raise new capital, management determined the decrease in value of our investment in Sightline was other-than-temporary.
Due to the quantum of the decrease in the fair market value of our ownership intere st subsequent to o ur 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.
Other income increased $16.4 million in the year ended September 30, 2024 compared to the corresponding period from December 13, 2022 to September 20, 2023.
Net Loss Attributable to BKFC Net loss attributable to BKFC decreased $106.1 million, or 86.5%, in the year ended September 30, 2025, compared to the corresponding period in 2024.
Removed
As of December 31, 2024, we no longer have any holdings of Dayforce. Refer to Note B - Investments and Note C - Fair Value Measurements for further discussion of our accounting for our ownership interest in Dayforce and other equity securities.
Added
Under the terms of the agreement, D&B shareholders received $9.15 in cash for each share of common stock they own upon closing of the D&B Sale.
Removed
Dun & Bradstreet On February 8, 2024, April 30, 2024, July 24, 2024, and October 22, 2024, the board of directors of D&B declared quarterly cash dividends of $0.05 per share of D&B common stock.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeCommodity Price Risk In our Restaurant Group segment, we are exposed to market price fluctuations in beef, seafood, produce and other food product prices. Given the historical volatility of beef, seafood, produce and other food product prices, these fluctuations can materially impact the food and beverage costs incurred in our Restaurant Group segment.
Biggest changeCommodity Price Risk In our Restaurant Group segment, we are exposed to market price fluctuations in beef, poultry, seafood, produce and other food product prices. Given the historical volatility of beef, poultry, seafood, produce and other food product prices, these fluctuations can materially impact the food and beverage costs incurred in our Restaurant Group segment.
To the extent that we are unable to pass the increased costs on to our guests through price increases, our results of operations would be adversely affected. We do not use financial instruments to hedge our risk to market price fluctuations in beef, seafood, produce and other food product prices at this time. 39 Table of Contents
To the extent that we are unable to pass the increased costs on to our guests through price increases, our results of operations would be adversely affected. We do not use financial instruments to hedge our risk to market price fluctuations in beef, poultry, seafood, produce and other food product prices at this time. 35 Table of Contents
At December 31, 2024, we held $56.2 million in equity securities which are recorded at fair value. The carrying values of equity securities subject to equity price risks are directly derived from quoted market prices. See Note C - Fair Value Measurements to our Consolidated Financial Statements for further discussion of our fair value measurements for equity securities.
At December 31, 2025, we held $1.4 million in equity securities which are recorded at fair value. The carrying values of equity securities subject to equity price risks are directly derived from quoted market prices. See Note C - Fair Value Measurements to our Consolidated Financial Statements for further discussion of our fair value measurements for equity securities.
At December 31, 2024, a 20% increase (decrease) in market prices, with all other variables held constant, would result in an increase (decrease) in the fair value of our equity securities of $11.2 million.
At December 31, 2025, a 20% increase (decrease) in market prices, with all other variables held constant, would result in an increase (decrease) in the fair value of our equity securities of $0.3 million.

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