CANNAE HOLDINGS, INC.

1701 VILLAGE CENTER CIRCLE

LAS VEGAS, NEVADA 89134

[●], 2025

Dear Shareholder:

On behalf of the Board of Directors, I cordially invite you to attend the annual meeting of the shareholders of Cannae Holdings, Inc. (Cannae). The meeting will be held virtually on December 12, 2025, at [●] Pacific Time. Instructions for accessing the virtual meeting platform online are included in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement for the 2025 Annual Meeting of Shareholders.

The Notice of Annual Meeting and Proxy Statement contain more information about the annual meeting, including:

Whether or not you plan to attend the virtual annual meeting, please vote by one of the outlined methods to ensure that your shares are represented and voted in accordance with your wishes.

YOUR VOTE IS IMPORTANT

Your vote is especially important this year because an affiliate of Carronade Capital Management, LP (together with its affiliates and associates, Carronade), has notified us that it intends to nominate four candidates for election at the Annual Meeting.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ONLY THE FOUR COMPANY NOMINEES, ERIKA MEINHARDT, BARRY B. MOULLET, JAMES B. STALLINGS, JR., AND FRANK P. WILLEY, BY USING THE ENCLOSED UNIVERSAL WHITE PROXY CARD AND DISREGARD ANY MATERIALS, AND DO NOT SIGN, RETURN, OR VOTE ON ANY GOLD PROXY CARD, SENT TO YOU BY OR ON BEHALF OF CARRONADE.

On behalf of the Board of Directors, I thank you for your support.

Sincerely,

Ryan R. Caswell

Chief Executive Officer

PRELIMINARY COPY DATED OCTOBER 21, 2025 - SUBJECT TO COMPLETION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of Cannae Holdings, Inc.:

This Notice of Annual Meeting is hereby given that the 2025 Annual Meeting of Shareholders (including any adjournments, postponements, or continuations thereof, the Annual Meeting) of Cannae Holdings, Inc. (Cannae or the Company) will be held via live webcast on December 12, 2025, at [●] [a.m.]/[p.m.], Pacific Time. This Notice of our Annual Meeting and our Proxy Statement are first being sent to shareholders on or about [●], 2025.

ANNUAL MEETING DETAILS

DATE AND TIME		LOCATION		WHO CAN VOTE
December 12, 2025 [●], Pacific Time		You can attend the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.cesonlineservices.com/cnn e25_vm.   To participate in the Annual Meeting, you must pre-register at www.cesonlineservices.com/cnne25_vm by [●] on December 11, 2025 using your control number.		Shareholders of record at the close of business on [●], 2025 (the Record Date) are entitled to notice of, and to vote at, the Annual Meeting

ITEMS OF BUSINESS AND BOARD VOTING RECOMMENDATION

Proposal No.				Board Recommendations
		To elect four Class II director nominees to our Board of Directors:
1.		Each of the director nominees is standing for election for a three-year term ending at the 2028 annual meeting of shareholders and until his or her successor shall be elected or appointed and qualified, or until his or her earlier death, retirement, disqualification, resignation or removal.		FOR ONLY THE COMPANY NOMINEES:   • Erika Meinhardt • Barry B. Moullet • James B. Stallings Jr. • Frank P. Willey

At the meeting, we will also transact such other business as may properly come before the Annual Meeting.

ATTENDANCE AND PARTICIPATION AT THE ANNUAL MEETING

Attendance at the Annual Meeting will be limited to shareholders of the Company as of the close of business on the Record Date and guests of the Company. You will not be able to attend the Annual Meeting in person at a physical location. In order to attend the virtual meeting, you will need to pre-register at www.cesonlineservices.com/cnne25_vm by [●] on December 11, 2025. Please see “How may I participate in the virtual Annual Meeting?” in the accompanying Proxy Statement for instructions about how to pre-register. Once pre-registered, shareholders as of the Record Date will be able to attend the virtual Annual Meeting by visiting the link noted above, where such shareholders will be able to listen to the meeting live, submit questions, and vote.

PROXY VOTING

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible using the following instructions on the enclosed universal WHITE proxy card so that your shares are represented and your voice is heard. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. Shareholders of record as of the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting. Such shareholders are urged to submit an enclosed universal WHITE proxy card, even if their shares were sold after such date. More information on voting your enclosed universal WHITE proxy card and attending the Annual Meeting can be found in the accompanying Proxy Statement and the instructions on the enclosed universal WHITE proxy card.

An affiliate of Carronade Capital Management, LP (together with its affiliates and associates, Carronade), a hedge fund, has provided notice to the Company of its intent to nominate four directors for election to the Board of Directors at the Annual Meeting. When determining the Board of Director’s recommendations on the nominees and matters before the Annual Meeting, the Board of Directors has carefully considered the best interests of shareholders and the Company.

OUR BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” ONLY THE FOUR COMPANY NOMINEES UNDER PROPOSAL 1, “FOR” PROPOSALS 2, 3, AND 4, AND “AGAINST” PROPOSAL 5 USING THE ENCLOSED UNIVERSAL WHITE PROXY CARD.

If you have already completed and signed any gold proxy card provided by or on behalf of Carronade, you have every legal right to change your vote by completing, signing, and dating the enclosed universal WHITE proxy card and promptly mailing it in the postage pre-paid envelope provided or by following the instructions on the enclosed universal WHITE proxy card to vote via the Internet or by phone. Only your latest-dated proxy will count.

PLEASE NOTE THAT THIS YEAR, YOUR PROXY CARD LOOKS DIFFERENT. IT HAS MORE NAMES ON IT THAN THERE ARE SEATS UP FOR ELECTION UNDER REGULATIONS REQUIRING A “UNIVERSAL PROXY CARD.” THIS MEANS THE COMPANY’S PROXY CARD IS REQUIRED TO LIST CARRONADE’S NOMINEES IN ADDITION TO THE COMPANY’S NOMINEES.

PLEASE MARK YOUR CARD CAREFULLY AND VOTE “FOR” ONLY THE FOUR COMPANY NOMINEES, “FOR” PROPOSALS 2, 3, AND 4, AND “AGAINST” PROPOSAL 5 AS RECOMMENDED BY YOUR BOARD. WE ENCOURAGE YOU TO VOTE BY INTERNET TO AVOID POTENTIAL CONFUSION WITH THE UNIVERSAL PROXY CARD. YOU SHOULD ONLY VOTE “FOR” FOUR (4) NOMINEES TOTAL.

If you have any questions or require any assistance with voting your shares, please contact:

Innisfree M&A Incorporated

501 Madison Avenue, 20th floor

New York, New York 10022

Shareholders may call toll free: (877) 750-0637

Banks and Brokers may call collect: (212) 750-5833

Sincerely,

Michael L. Gravelle

Corporate Secretary

Las Vegas, Nevada

[●], 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING TO BE HELD ON DECEMBER 12, 2025:

The Company’s Notice of Annual Meeting, Proxy Statement, and the Annual Report on Form 10-K and Amendment No. 1 on Form 10-K/A for the fiscal year ended December 31, 2024, are available online free of charge at https://www.cannaeholdings.com/financial-information/sec-filings.

TABLE OF CONTENTS

PROXY STATEMENT

The proxy is being solicited by the Board of Directors (the Board) of Cannae Holdings, Inc. (Cannae or the Company) for use at the 2025 Annual Meeting of Shareholders (including any adjournments, postponements, or continuations thereof, the Annual Meeting) to be held on December 12, 2025, at [●], Pacific Time for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders. The Annual Meeting will be held virtually at www.cesonlineservices.com/cnne25_vm.

This proxy statement (the Proxy Statement) and the accompanying form of proxy are first being mailed on or about [●], 2025, to all shareholders entitled to vote at the Annual Meeting. An annual report on Form 10-K for the year ended December 31, 2024 (Annual Report) is enclosed with this Proxy Statement. Electronic copies of this Proxy Statement and Annual Report are available online free of charge at https://www.cannaeholdings.com/financial-information/sec-filings.

The Company’s principal executive offices are located at 1701 Village Center Circle, Las Vegas, Nevada 89134, and its telephone number at that address is (702) 323-7330.

FORWARD LOOKING STATEMENTS

This Proxy Statement includes forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. Forward-looking statements include statements about our business, strategic plans, future performance, return of capital, and the impact of our actions on shareholder value, as well as sustainability targets, goals, and commitments outlined in this Proxy Statement or elsewhere. These statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods, or by the inclusion of forecasts or projections. We caution readers not to place undue reliance on forward-looking statements. We expect that certain disclosures made in this Proxy Statement may be amended, updated or revised in the future as the quality and completeness of our data and methodologies continue to improve. Important factors that could cause actual results to differ materially from expectations are described under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and in other filings we make with the Securities and Exchange Commission (the SEC). Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or other factors, except where we are expressly required to do so by law. References in this Proxy Statement to materials available on our website or a third-party website, including website links, are for informational purposes only. The information available on our website or accessible through any website links included herein is not a part of, nor incorporated by reference into, this Proxy Statement.

PROXY STATEMENT SUMMARY

This summary highlights certain information contained in the Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement before voting. For more complete information regarding the Company’s performance in the fiscal year ended December 31, 2024 (fiscal year 2024), please review the Company’s Annual Report that accompanies this Proxy Statement.

ANNUAL MEETING DETAILS

PROXY VOTING METHODS

YOUR VOTE IS IMPORTANT. If you were a shareholder of record at the close of business on the Record Date, you may vote your shares (i) in advance of the Annual Meeting, over the internet, by telephone, or by mail, or (ii) at the Annual Meeting, by proxy, or over the internet. You may also revoke your proxies at the times and in the manners described in the “General Information about the Annual Meeting” section of this Proxy Statement. For shares held through a broker, bank, or other nominee, you may submit voting instructions to your broker, bank, or other nominee. Please refer to information from your broker, bank, or other nominee on how to submit voting instructions.

To vote by proxy if you are shareholder of record:

		BY INTERNET   You may submit your proxy online via the Internet by accessing the website specified on your universal WHITE proxy card. Then, follow the instructions provided on the voting site. You will be required to provide the unique control number found on the enclosed universal WHITE proxy card.

		BY TELEPHONE   You may submit your proxy by calling toll-free in the U.S. or Canada the number specified on your enclosed universal WHITE proxy card. Then, follow the voice prompts. You will be required to provide the unique control number found on the enclosed universal WHITE proxy card.
		BY MAIL   If you do not have access to a touch-tone telephone or to the Internet, please sign, date, and return the enclosed universal WHITE proxy card in the postage-paid envelope provided.

PROPOSALS THAT REQUIRE YOUR VOTE

BUSINESS HIGHLIGHTS

The Company provides public market investors with access to compelling investment opportunities that are otherwise challenging to access. We believe that our ability to leverage permanent capital and duration enables us to optimize investment return across the portfolio. We operate as a long-term owner that seeks to secure control and governance rights of other companies primarily to engage in their lines of business. We have no preset time constraints dictating when we sell or dispose of our businesses, as we seek to maximize returns. These investment opportunities have resulted in an asset portfolio comprised of public and private companies.

We aim to generate returns from:

Using our approach to generating shareholder value through our active involvement with our acquired companies with a long-term view, over the approximately ten years ended September 30, 2025, we have created approximately $3.3 billion in realized value for Cannae. See page 68 of this Proxy Statement for further detail.

During 2024 and 2025 to date, we have meaningfully returned value to our shareholders and taken actions to increase net asset value through stock repurchases, dividends, monetization of investments, internalizing the management function, strategically deploying capital, and announcing new strategic partnerships.

ACTIONS TAKEN TO ENHANCE SHAREHOLDER VALUE

STRATEGICALLY DEPLOYED CAPITAL

THE BOARD’S CLASS II DIRECTOR NOMINEES

The Board has nominated for election at the Annual Meeting a slate of four (4) directors with skill sets, experience, and professional backgrounds representing the characteristics that are particularly relevant to the Company’s business and strategic objectives. For more information on the Board’s Class II Director Nominees, please see “Certain Information About Our Directors” of this Proxy Statement.

GENERAL INFORMATION ABOUT THE COMPANY

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. From time to time, we also seek to take meaningful equity ownership stakes where we have the ability to control or significantly influence quality companies, and we bring the strength of our operational expertise to each of our subsidiaries. We are a long-term owner that secures control and governance rights of other companies primarily to engage in their lines of business and we have no preset time constraints dictating when we sell or dispose of our businesses. 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 assets as of December 31, 2024 included our ownership interests in Dun & Bradstreet; Alight, Inc. (Alight, NYSE: ALIT); Black Knight Football; O’Charley’s Holdings, LLC (O’Charley’s); 99 Restaurants Holdings, LLC (together with O’Charley’s the Restaurant Group); Watkins Holdings, LLC (Watkins); JANA; CSI; High Sierra Distillery, LP (Minden Mill); AmeriLife Group, LLC (AmeriLife); Paysafe Limited (Paysafe, NYSE: PSFE); System1, Inc. (System1, NYSE: SST); Sightline Payments Holdings, LLC; and various other controlled companies and minority equity ownership interests.

Our goal is to acquire interests in quality companies that are well-positioned in their respective industries, run by best-in-class management teams in industries that have attractive organic and acquired growth opportunities. We leverage our operational expertise and track record of growing industry leading companies in our active interaction with management of acquired companies, directly or through our Board. This approach allows us to have a meaningful role in the operation of our acquired companies, through which we seek to help drive the success of those companies and ultimately provide value for our shareholders.

Our Board and executive management team has a proven track record of identification and management of businesses. Their breadth of knowledge allows us to identify companies and strategic assets with attractive value propositions, to structure ownership interests to maximize the value of our active engagement in the operation of those companies, and to create value and ultimately return the value created to shareholders.

The Company conducts its business through its wholly owned subsidiary Cannae Holdings, LLC (Cannae LLC), a Delaware limited liability company. The Company’s Board oversees the management of the Company, Cannae LLC and its businesses, and, as applicable, the performance of Trasimene Capital Management, LLC (Trasimene or our Manager), through which the Company has managed its business operations and those of its subsidiaries.

The Company, Cannae LLC, and our Manager were party to a Management Services Agreement dated as of August 27, 2019 (as amended and restated, the Management Services Agreement), which was amended several times as previously disclosed and terminated in its entirety on May 12, 2025.

SIGNIFICANT EVENTS AND TRANSACTIONS

Since early 2024, we have meaningfully reduced our outstanding share capital through repurchases, initiated a quarterly dividend, strategically deployed capital, monetized investments and announced several new initiatives.

Overview

In February 2024, Cannae began taking decisive action, with a sharp eye towards improving and monetizing its investment holdings, returning capital to shareholders, and reducing operational expenses. These steps are designed to increase the net asset value of our portfolio and close Cannae’s share price discount to net asset value. At that time, Mr. Foley, as Chief Executive Officer, announced several aspects of our strategic plan. Cannae also announced the wind-down of its Management Services Agreement with Trasimene. This change internalized all management and investment functions, which significantly reduced Cannae’s total management expenses, and further aligned incentives by shifting compensation for key executives primarily to Cannae stock.

Since early 2024, we have meaningfully reduced our outstanding share capital through repurchases at attractive prices to net asset value, initiated and subsequently increased the quarterly dividend, strategically deployed capital, monetized investments, further enhanced our corporate governance through the addition of three independent directors, and an executive management succession. On May 12, 2025, Mr. Foley was appointed as Vice Chairman of the Board, Douglas K. Ammerman was appointed as Chairman of the Board, and William T. Royan and Woodrow Tyler were appointed as new independent directors. Additionally, Ryan R. Caswell was appointed as Cannae’s Chief Executive Officer.

Return of Capital and Operational Performance

During 2024 and 2025, Cannae has executed its strategy comprised of three main levers: (1) returning capital to shareholders; (2) rebalancing the portfolio away from public investments, primarily to private company investments with cash flows; and (3) improving the operational performance of our portfolio companies. We have made strong progress across all three areas of focus.

Returning Capital to Shareholders

Rebalancing Our Portfolio

Working with Portfolio Company Management Teams to Improve Performance

Corporate Governance and Succession Planning

Board Refreshment. Since 2024, we have added three independent directors to our Board with the addition of Doug Ammerman in February 2024 and William Royan and Woodrow Tyler in June 2025. Mr. Ammerman was appointed Chairman of the Board in May 2025 and is the chairman of the Audit Committee. Mr. Royan was appointed to the Corporate Governance and Nominating Committee and Mr. Tyler was appointed to the Related Person Transaction Committee.

Board Declassification. In May 2025 we announced our intention to declassify our Board upon approval by shareholders at our 2025 annual meeting. If approved, this will result in annual election of directors on a phased-in approach beginning with the class up for election at the 2026 annual meeting. See Proposal 4 in this Proxy Statement for further information.

Leadership Succession. In May 2025, Mr. Foley transitioned as Cannae’s CEO and Chairman of the Board and assumed the role of Vice Chairman of the Board. Mr. Caswell, the Company’s then-President, was appointed as Chief Executive Officer and Mr. Ammerman was appointed as Chairman of the Board. This transition enables Cannae to continue to leverage Mr. Foley’s expertise, track record, and acumen.

Transition from External Management Structure. To better align management incentives with shareholders and reduce cost and complexity, on February 26, 2024, we announced an agreement to wind down the Company’s Management Services Agreement with Trasimene. Effective July 2, 2024, the Management Services Agreement was amended and restated (the Terminal MSA) to provide that Trasimene would receive a fixed management fee of $7.6 million for each of the following three years (the New Management Fee), and a $20 million termination fee, payable in three annual installments commencing on July 2, 2024 (the Termination Fee), and no fees thereafter. This reduced ongoing management fees from $37 million in the trailing twelve months ended June 30, 2024 to $7.6 million in each of the following three years. Additionally, on May 12, 2025, the Management Services Agreement was terminated in its entirety.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

WHY DID I RECEIVE THIS PROXY STATEMENT? WHO IS SOLICITING PROXIES FOR THE ANNUAL MEETING WITH THIS PROXY STATEMENT?

You are receiving this Proxy Statement and the enclosed universal WHITE proxy card because you were a holder of our common stock as of the Record Date, and the Board is soliciting your proxy to vote your shares of our common stock on all matters scheduled to come before the Annual Meeting, whether or not you attend the Annual Meeting.

Members of the Board and certain officers of the Company are “participants” with respect to the Company’s solicitation of proxies in connection with the Annual Meeting (each such person, a Participant). For more information on the Participants in the Board’s solicitation, please see “Additional Information Regarding Participants in the Solicitation” in Annex A to this Proxy Statement.

WHO IS CARRONADE? HOW ARE THEY INVOLVED IN THE ANNUAL MEETING?

On December 19, 2024, the Company received notice from Carronade, a hedge fund, disclosing its intent to nominate Mona Aboelnaga, Benjamin C. Duster, IV, Dennis A. Prieto, and Chérie L. Schaible as director nominees for election to the Board at the Annual Meeting (collectively, the Carronade Nominees). You may receive proxy solicitation material from Carronade, including a universal gold proxy card, which will contain more information on the Carronade Nominees and can be accessed at no charge on the SEC website, www.sec.gov. The Company is not responsible for the accuracy of any information contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Carronade or any other statements that they may otherwise make. For more information on the Company’s engagement with Carronade, please see the “Background to the Solicitation” section of this Proxy Statement.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ONLY THE FOUR COMPANY NOMINEES LISTED IN PROPOSAL 1 BY USING THE ENCLOSED UNIVERSAL WHITE PROXY CARD AND DISREGARD ANY MATERIALS, AND DO NOT SIGN, RETURN, OR VOTE ON ANY PROXY CARD SENT TO YOU BY OR ON BEHALF OF CARRONADE.

While you may use Carronade’s gold proxy card to vote for the Company’s nominees, we encourage you to instead vote “FOR” ONLY the four Company nominees listed under Proposal 1, “FOR” Proposals 2 and 3, “FOR” Proposal 4, and “AGAINST” Proposal 5 on the universal WHITE proxy card by Internet or telephone or by completing, signing, dating, and returning the enclosed universal WHITE proxy card in the postage-paid envelope provided or by voting virtually at the Annual Meeting. While we encourage shareholders to send only our universal WHITE proxy card, in the event a shareholder returns multiple proxy cards, only the latest-dated proxy card submitted will count.

ON WHAT AM I VOTING? HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THESE PROPOSALS?

Our Annual Meeting will be held for the following purposes:

Proposal No. 1: To elect four Class II director nominees to our Board.

The Board is asking shareholders to elect four directors to serve as the Class II directors on the Board. Each of the director nominees is standing for election for a term until the 2028 Annual Meeting and until their successors are duly elected and qualified, or until such director’s earlier death, resignation, or removal.

The Board has nominated and unanimously recommends that shareholders vote “FOR” ONLY the election of four incumbent directors: Erika Meinhardt; Barry B. Moullet; James B. Stallings; Jr.; and Frank P. Willey. For more information on the Company nominees, please see the “Information About the Director Nominees and Continuing Directors” section of this Proxy Statement. You may vote for each of these four director candidates on the enclosed universal WHITE proxy card.

		OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ONLY THE FOUR COMPANY NOMINEES: ERIKA MEINHARDT; BARRY B. MOULLET; JAMES B. STALLINGS, JR.; AND FRANK P. WILLEY ON THE ENCLOSED UNIVERSAL WHITE PROXY CARD

Proposal No. 2: To approve, on an advisory (non-binding) basis, the compensation paid to our named executive officers as disclosed in this Proxy Statement.

Shareholders are being asked to approve, on an advisory (non-binding) basis, the compensation paid to our named executive officers as disclosed in this Proxy Statement (also known as the Say-on-Pay Proposal). As an advisory vote, the result will not be binding on the Board or the compensation committee of the Board (Compensation Committee). The Say-on-Pay Proposal will, however, provide us with important feedback from our shareholders about our executive compensation philosophy, objectives, and program. The Board and the Compensation Committee value the opinions of our shareholders and expect to consider the outcome of the vote when considering future executive compensation decisions and when evaluating the Company’s executive compensation program.

		OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF EXECUTIVE COMPENSATION ON AN ADVISORY BASIS ON THE ENCLOSED UNIVERSAL WHITE PROXY CARD

Proposal No. 3: To ratify the appointment of Grant Thornton as our independent registered public accounting firm for fiscal year 2025.

Shareholders are being asked to ratify the selection by the audit committee of the Board (Audit Committee) of Grant Thornton to serve as our independent registered public accounting firm for fiscal year 2025.

		OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE RATIFICATION OF GRANT THORNTON AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2025 ON THE ENCLOSED UNIVERSAL WHITE PROXY CARD

Proposal No. 4: To approve an amendment and restatement of the Charter to declassify the Board.

Shareholders are being asked to approve the amendment and restatement of the Company’s Charter to declassify the Board. If shareholders approve the amendment and restatement, at the 2026 annual meeting of shareholders (the 2026 Annual Meeting), the Class III directors whose terms expire at such time will be elected to serve a one-year term. At the 2027 annual meeting of shareholders (the 2027 Annual Meeting), the Class I directors whose terms expire at such time, as well as the former Class III directors, will be elected to serve a one-year term. At the 2028 Annual Meeting and each annual meeting thereafter, all directors will be elected annually.

		OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE DECLASSIFICATION PROPOSAL ON THE ENCLOSED UNIVERSAL WHITE PROXY CARD

Proposal No. 5: If properly presented at the Annual Meeting, to consider and act on a shareholder proposal to engage an investment banker.

Shareholders are being asked to vote on a shareholder proposal to engage an investment banker. The Board has considered this proposal and concluded that its adoption is unnecessary and not in the best interests of our shareholders. For more information, see the section titled “Proposal No. 5: Shareholder Proposal.”

		OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “AGAINST” THIS PROPOSAL ON THE ENCLOSED UNIVERSAL WHITE PROXY CARD

WHO IS ENTITLED TO VOTE?

The close of business on [●] has been fixed as the Record Date for the determination of our shareholders entitled to notice of, and to vote at, the Annual Meeting. We have one class of voting common stock, which has one vote per share. On the Record Date, we had [●] shares of common stock outstanding.

WHAT CONSTITUTES A QUORUM? HOW MANY SHARES MUST BE PRESENT TO CONDUCT BUSINESS AT THE ANNUAL MEETING?

A quorum is present if shareholders holding at least a majority of the voting power of the Company’s common shares are represented in person or by proxy, regardless of whether the

proxy has authority to vote on any matter. If there are not sufficient shares present or represented by proxy at the Annual Meeting to constitute a quorum, the Annual Meeting may be adjourned by a majority of the voting power represented in person or by proxy or by the person presiding at the Annual Meeting to permit further solicitation of proxies in order to achieve a quorum. Based on the number of shares of Company common stock outstanding on [●], the Record Date, shares representing [●] votes must be present at the Annual Meeting, virtually or by proxy, to constitute a quorum. If you vote, including by Internet or proxy card, your shares voted will be counted towards the quorum for the Annual Meeting. Abstentions and “broker non-votes,” if any, are counted as present for the purpose of determining a quorum.

HOW DO I VOTE?

The procedures for voting are as follows:

Shareholder of Record. If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, at the close of business on [●], 2025, then you are considered a shareholder of record. As a shareholder of record, you may vote your shares (i) in advance of the Annual Meeting, over the Internet, by telephone, or by mail, or (ii) at the Annual Meeting. To vote by proxy in advance of the Annual Meeting as a shareholder of record:

Beneficial Owner. If your shares are held in a brokerage account, by a trustee or by another nominee, then you are considered the “beneficial owner” of those shares. As the beneficial owner of those shares, you may vote your shares (i) in advance of the Annual Meeting by directing your broker, bank, or other nominee how to vote, or (ii) at the Annual Meeting. To vote in advance of the Annual Meeting, you should instruct your broker, bank, or other nominee how to vote your shares by following the voting instructions in the notice provided by your broker, bank, or other nominee. You must follow the voting instructions in that notice to ensure that your vote is counted. In most cases, you will be able to vote by mail or via the Internet; however, please refer to your voting instruction form for full details. As discussed herein, your broker, bank, or other nominee may not be able to vote your shares on any matters at the Annual Meeting unless you provide instructions on how to vote your shares.

PLEASE NOTE THAT THIS YEAR, YOUR PROXY CARD LOOKS DIFFERENT. IT HAS MORE NAMES ON IT THAN THERE ARE SEATS UP FOR ELECTION, UNDER

REGULATIONS REQUIRING A “UNIVERSAL PROXY CARD” THAT ARE DESCRIBED IN MORE DETAIL BELOW. THIS MEANS THE COMPANY’S PROXY CARD IS REQUIRED TO LIST CARRONADE’S NOMINEES IN ADDITION TO THE COMPANY’S NOMINEES. PLEASE MARK YOUR CARD CAREFULLY AND VOTE “FOR” ONLY THE FOUR COMPANY NOMINEES AND PROPOSALS AS RECOMMENDED BY YOUR BOARD. WE ENCOURAGE YOU TO VOTE BY INTERNET TO AVOID POTENTIAL CONFUSION WITH THE UNIVERSAL PROXY CARD. YOU SHOULD ONLY VOTE “FOR” FOUR NOMINEES TOTAL.

Shareholders of record and beneficial owners may also vote at the Annual Meeting. The Annual Meeting will be held online via a live webcast at www.cesonlineservices.com/cnne25_vm. You may only participate in the virtual meeting by registering in advance at www.cesonlineservices.com/cnne25_vm prior to the deadline of [●] on December 11, 2025. If you are a beneficial owner, you must obtain a “legal proxy” from your broker, bank, or other nominee to vote during the Annual Meeting.

Even if you plan to attend the Annual Meeting, we urge you to vote your proxy TODAY by Internet, telephone, or mail to ensure that your votes are counted at the Annual Meeting. You may still attend the Annual Meeting and vote at the Annual Meeting, even if you have already voted by proxy. The vote you cast at the Annual Meeting will supersede any previous votes that you may have submitted.

WHAT IS A PROXY? WHAT SHARES ARE REPRESENTED BY A PROXY CARD?

A proxy is your legal designation of another person to vote the stock you own, with such other person being called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. Our Board has designated Ryan M. Caswell, Chief Executive Officer, and Michael L. Gravelle, Executive Vice President, General Counsel and Corporate Secretary as the Company’s proxies for the Annual Meeting.

Each proxy or voting instruction form represents the shares registered to you as of the close of business on the Record Date. You may receive more than one proxy or voting instruction form if you hold your shares in multiple accounts, some of your shares are registered directly in your name with the Company’s transfer agent, or some of your shares are held in street name through a broker, bank, or other nominee. Please vote the shares on each universal WHITE proxy card or voting instruction form to ensure that all of your shares are counted at the Annual Meeting.

WHAT IS A UNIVERSAL PROXY? WILL IT BE USED IN CONNECTION WITH THE ANNUAL MEETING?

The SEC has adopted Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the Exchange Act), commonly referred to as the “universal proxy rules,” requiring the use of a universal proxy card in contested director elections that take place after August 31, 2022. This means that all of the Company’s nominees and any dissident’s nominees will be listed on each proxy card that is sent to shareholders in connection with a contested meeting. Shareholders may vote “for” nominees from either or both of the Company’s slate and the dissident’s slate, but in any event may not vote “for” more nominees than there are seats available to be filled. Even though we are required to include the Carronade Nominees on our universal WHITE proxy card,

it does not mean that we recommend voting “for” them. Your Board is recommending that shareholders vote “FOR” ONLY the four Company nominees: Erika Meinhardt; Barry B. Moullet; James B. Stallings, Jr.; and Frank P. Willey.

Because Carronade has provided notice of its intent to nominate candidates for election to the Board at the Annual Meeting, this year’s director elections are considered contested, and a universal proxy card will be used. While you may vote “FOR” the Company nominees on either the Company’s WHITE proxy card or Carronade’s gold proxy card, we strongly encourage you to use the universal WHITE proxy card to vote your shares, regardless of how you intend to vote.

HOW MAY I PARTICIPATE IN THE VIRTUAL ANNUAL MEETING?

The Annual Meeting will be conducted completely online via the Internet. You may only participate in the virtual Annual Meeting by registering in advance at www.cesonlineservices.com/cnne25_vm prior to the deadline of [●] on December 11, 2025. Please have your universal WHITE proxy card, WHITE voting instruction form, or other communication containing your control number available and follow the instructions to complete your registration request. If you are a beneficial holder, you must obtain a “legal proxy” from your broker, bank or other nominee to vote during the Annual Meeting. Upon completing registration, shareholders will receive a confirmation email with a link and instructions for accessing the Annual Meeting.

We encourage you to access the Annual Meeting before the start time of [●], Pacific Time, on December 12, 2025. Please allow ample time for online check-in, which will begin at [●], Pacific Time, on December 12, 2025.

Shareholders of record who participate in the virtual Annual Meeting by way of the website above or the link provided following registration will be considered to have attended the meeting “in person,” as such term is used in this Proxy Statement, including for purposes of determining a quorum and counting votes.

WILL I BE ABLE TO ASK QUESTIONS DURING THE VIRTUAL ANNUAL MEETING?

Yes. We expect that members of the Board and management, as well as representatives of our independent registered public accounting firm, will attend the Annual Meeting, be available to answer shareholder questions and be permitted to make a statement if they desire to do so. We will provide our shareholders the opportunity to ask questions. Questions submitted during the meeting pertinent to meeting matters will be answered during the meeting, subject to time and procedural constraints. Instructions for submitting questions and making statements will be posted on the virtual meeting website. This question and answer session will be conducted in accordance with certain rules of conduct that will be posted on our Annual Meeting website.

HOW CAN I REQUEST TECHNICAL ASSISTANCE DURING THE VIRTUAL ANNUAL MEETING?

A technical support line will be available on the meeting website for any questions on how to participate in the virtual annual meeting or if you encounter any difficulties accessing the virtual meeting.

HOW MANY VOTES MUST EACH PROPOSAL RECEIVE TO BE ADOPTED?

The following votes must be received:

WHAT EFFECT DO ABSTENTIONS OR WITHHOLDS HAVE?

With respect to Proposal No. 1, directions to withhold authority are not considered “votes cast” and will not be included in vote totals, and will therefore not affect the outcome of the vote. With respect to Proposal Nos. 2, 3, and 5, since these proposals require an affirmative vote of the

majority of the shares represented in person or by proxy and entitled to vote at the Annual Meeting, abstentions will have the effect of a vote “against” such proposals. With respect to Proposal 4, since this proposal requires an affirmative vote of the majority of the voting power of the shares issued and outstanding as of the Record Date, abstentions will have the effect of a vote “against” such proposal.

WHAT IS A BROKER NON-VOTE?

If you hold your common shares in “street name” (that is, through a broker, bank or other holder of record), you are considered a “beneficial owner,” of shares held in street name. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by using the voting instruction form included in the mailing or by following their instructions for voting via the Internet or by telephone. If you are a street name holder and your shares are registered in the name of a broker, the New York Stock Exchange (the NYSE) rules applicable to brokers who have record ownership of listed Company stock determine whether your broker may vote your shares in its discretion, even if it does not receive voting instructions from you (so called discretionary voting authority).

A “broker non-vote” occurs when a broker submits a proxy on behalf of a beneficial owner for a shareholder meeting, but does not vote on a particular proposal because such broker does not have discretionary voting authority with respect to that proposal and has not received voting instructions from the beneficial owner. Broker non-votes, if any, will be included in the calculation of the number of votes considered to be present for the purpose of determining a quorum.

Under the NYSE rules, the election of directors proposal, the Say-on-Pay Proposal, the Shareholder Proposal, and the Declassification Proposal are considered “non-routine” matters for which brokers may not exercise discretionary voting authority. In contrast, under the NYSE rules, the ratification of the selection of the independent registered public accounting firm is typically a “routine” matter as to which a broker will have discretionary authority to vote shares if they have not received voting instructions at least 10 days prior to the Annual Meeting. However, given the contested nature of the Annual Meeting, to the extent that street name holders are provided with Carronade’s gold proxy card or voting instruction form, brokers will not have discretionary voting authority to vote on any of the proposals at the Annual Meeting, including Proposal No. 3 to ratify the selection of the independent registered public accounting firm, without being provided voting instructions.

We urge you to instruct your broker, bank, or other nominee how you wish your shares to be voted.

HOW WILL MY SHARES BE VOTED ON THE UNIVERSAL WHITE PROXY CARD? WILL MY SHARES BE VOTED IF I DO NOT PROVIDE VOTING INSTRUCTIONS?

The shares represented by any universal WHITE proxy card that is properly completed, validly executed, and received by the Company prior to or at the Annual Meeting will be voted in accordance with the specifications made on the card, whether it is returned by mail, Internet or telephone. If you hold shares as the shareholder of record and submit a validly executed universal WHITE proxy card without giving specific voting instructions on a proposal, then your

shares will be voted in accordance with the recommendations of our Board as to that proposal. Our Board unanimously recommends that shareholders vote “FOR” only the four Company nominees listed in Proposal No. 1; “FOR” the approval of, on an advisory basis, our executive compensation in Proposal No. 2; “FOR” the ratification of the appointment of our independent registered public accounting firm for the year ending December 31, 2025, in Proposal No. 3; “FOR” the approval of an amendment and restatement of the Charter to declassify the Board in Proposal No. 4; “AGAINST” a shareholder proposal to engage an investment banker in Proposal No. 5; and in accordance with the discretion of the named proxies on other matters brought before the Annual Meeting.

The Board is not aware of any other matters that are likely to be brought before the Annual Meeting. If any other matter is properly presented for action at the Annual Meeting, the persons identified as having the authority to vote the proxies will vote on such matter in their own discretion.

If you do not provide your broker, bank, or other nominee specific voting instructions, such firm may not have the authority to vote your shares with respect to any of the proposals. Please see “What is a broker non-vote?” for more information. We urge you to provide voting instructions so that your shares will be voted.

WILL MY SHARES BE VOTED IF I DO NOTHING?

If you are a shareholder of record and do not cast your vote, no votes will be cast on your behalf on any of the items of business at the Annual Meeting. If you are a beneficial holder and do not instruct your broker, bank, or other nominee how to vote your shares, your broker may not be able to vote on your behalf without instruction as to any matter that is considered non-routine under the NYSE rules. For more information, please see “What is a broker non-vote?” in this Proxy Statement.

WHAT IF I RECEIVE MORE THAN ONE UNIVERSAL WHITE PROXY CARD OR SET OF PROXY MATERIALS FROM THE COMPANY?

If your shares are held in more than one account, you will receive more than one universal WHITE proxy card, and in that case, you can and are urged to vote all of your shares by completing, signing, dating, and returning all universal WHITE proxy cards you receive from the Company in the postage-paid envelope provided. If you choose to vote via the Internet, please vote using each universal WHITE proxy card you receive to ensure that all of your shares are voted. Only your latest dated proxy for each account will count. Please sign each proxy card exactly as your name or names appear on the proxy card. For joint accounts, each owner should sign the proxy card. When signing as an executor, administrator, attorney, trustee, guardian, or other representative, please print your full name and title on the proxy card.

If Carronade proceeds with a proxy solicitation, the Company may conduct multiple mailings prior to the Annual Meeting to ensure shareholders have the Company’s latest proxy materials to vote.

The Company will send you a new universal WHITE proxy card with each mailing, regardless of whether you have previously voted. We encourage you to vote every universal WHITE proxy card you receive. The latest dated proxy you submit will be counted.

WHAT SHOULD I DO IF I RECEIVE A GOLD PROXY CARD FROM CARRONADE?

You may receive proxy solicitation materials from Carronade. Our Board strongly urges you NOT to sign or return any gold proxy card sent to you by Carronade. While you may vote for the Company’s nominees on either the Company’s proxy card or Carronade’s proxy card, we strongly encourage you to use the enclosed universal WHITE proxy card to vote your shares, regardless of how you intend to vote.

If you have previously submitted a proxy card sent to you by Carronade, you can revoke it and vote “FOR” ONLY the four Company nominees recommended by our Board by completing, signing, dating, and returning the enclosed universal WHITE proxy card in the postage-paid envelope provided, or by following the instructions on the universal WHITE proxy card to vote via the Internet or telephone. Only the latest validly executed proxy that you submit will be counted, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described above. If you attend and validly vote at the Annual Meeting, your proxy will not be used.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ONLY THE FOUR COMPANY NOMINEES LISTED IN PROPOSAL NO. 1 BY USING THE ENCLOSED UNIVERSAL WHITE PROXY CARD AND DISREGARD ANY MATERIALS, AND DO NOT SIGN, RETURN, OR VOTE ON ANY GOLD PROXY CARD, SENT TO YOU BY OR ON BEHALF OF CARRONADE.

WHAT HAPPENS IF I RETURN A UNIVERSAL PROXY CARD BUT GIVE VOTING INSTRUCTIONS “FOR” MORE THAN 4 CANDIDATES?

An “over-vote” occurs when a shareholder submits more votes “FOR” director nominees than there are Board seats up for election. To the extent an over-vote (e.g., voting “FOR” with respect to more than four nominees on Proposal No. 1) occurs on a record holder’s universal proxy card and it is not corrected, all of such record holder’s votes on Proposal No. 1 regarding nominees will be invalid and will not be counted. In addition, depending on the broker, bank, or other nominee through which you hold your shares, your votes on all other proposals before the Annual Meeting may also be invalid and not counted. We encourage you to vote by Internet or telephone to avoid an “over-vote.”

WHAT HAPPENS IF I RETURN A UNIVERSAL PROXY CARD BUT GIVE VOTING INSTRUCTIONS “FOR” FEWER THAN 4 CANDIDATES?

An “under-vote” occurs when a shareholder submits fewer votes “FOR” director nominees than there are director seats up for election. To the extent an under-vote (i.e., voting “FOR” with respect to fewer than four nominees on Proposal No. 1) occurs on any shareholder’s universal proxy card, your shares will only be voted FOR those nominees you have so marked and “WITHHOLD” for the other nominees. We encourage you to vote by Internet or telephone to avoid an “under-vote.”

WHAT IF I SUBMIT A PROXY AND LATER CHANGE MY MIND?

If your shares are registered directly in your name, you may change your vote or revoke your proxy by:

If you are the beneficial owner of shares held through a broker, bank, or other nominee, then you must follow the specific instructions, including applicable deadlines, provided to you by your broker, bank, or other nominee to change or revoke any instructions you have already provided to your broker, bank, or other nominee. If you have obtained a voter instruction form from your broker, bank, or other nominee that holds your shares giving you the right to vote the shares, you may change your vote by attending the virtual Annual Meeting and voting electronically if you attach to your ballot a legal proxy from your broker, bank or other nominee saved as a PDF or image file.

Attendance at the Annual Meeting, in and of itself, will not constitute a revocation of a proxy.

If you have previously submitted a gold proxy card sent to you by Carronade, you may change your vote by completing, signing, dating, and returning the enclosed universal WHITE proxy card in the postage-paid envelope provided, or by voting via the Internet by following the instructions on the universal WHITE proxy card. Please note that submitting a gold proxy card sent to you by Carronade will revoke votes you have previously made via the Company’s universal WHITE proxy card.

WHAT HAPPENS IF CARRONADE WITHDRAWS OR ABANDONS ITS SOLICITATION OR FAILS TO COMPLY WITH THE UNIVERSAL PROXY RULES AND I ALREADY GRANTED PROXY AUTHORITY IN FAVOR OF CARRONADE?

Shareholders are encouraged to submit their votes on the universal WHITE proxy card. If Carronade withdraws or abandons its solicitation or fails to comply with the universal proxy rules after a shareholder has already granted proxy authority, shareholders can still sign and date a later submitted universal WHITE proxy card. If Carronade withdraws or abandons its solicitation or fails to comply with the universal proxy rules, any votes cast in favor of the Carronade Nominees will be disregarded and not be counted, whether such vote is provided on the Company’s universal WHITE proxy card or on Carronade’s gold proxy card.

WHAT HAPPENS IF THE ANNUAL MEETING IS ADJOURNED?

Unless a new record date is fixed, your proxy will still be valid and may be used to vote shares of our common stock at the adjourned Annual Meeting. You will still be able to change or revoke your proxy until it is used to vote your shares.

WHO WILL COUNT THE VOTES?

The Company has retained First Coast Results, Inc. to serve as independent judge of election. In such capacity, First Coast Results, Inc. will count, tabulate and certify votes at the Annual Meeting.

WHERE CAN I FIND THE RESULTS OF THE VOTING?

We intend to announce preliminary voting results at the Annual Meeting and will publish final results through a Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting.

WHAT IF I HAVE SHARES REGISTERED IN MY NAME AND ALSO HAVE SHARES IN A BROKERAGE ACCOUNT?

Shares that you hold in street name are not included in the total number of shares set forth on your proxy card. Your broker, bank, or other nominee will send you instructions on how to vote those shares.

DO I HAVE ANY DISSENTERS’ OR APPRAISAL RIGHTS WITH RESPECT TO ANY OF THE MATTERS TO BE VOTED ON AT THE ANNUAL MEETINGS?

No, shareholders do not have any dissenter’s or appraisal rights with respect to the matters to be voted on at the Annual Meeting.

HOW DO I OBTAIN A PAPER OR ELECTRONIC COPY OF THE PROXY MATERIALS?

A copy of our proxy materials, as filed with the SEC, is available, without charge, by mailing a request to Cannae Holdings, Inc. at 1701 Village Center Circle, Las Vegas, Nevada 89134, Attention: Investor Relations or by e-mailing a request to Investor Relations at info@cannaeholdings.com.

The proxy materials are also posted free of charge at on our website at https://www.cannaeholdings.com/financial-information/sec-filings and are available from the SEC free of charge at its website, www.sec.gov.

WHO SHOULD I CONTACT IF I HAVE QUESTIONS?

If you have any questions or require any assistance with voting your shares, please contact:

Innisfree M&A Incorporated

501 Madison Avenue, 20th floor

New York, New York 10022

Shareholders may call toll free: (877) 750-0637

Banks and Brokers may call collect: (212) 750-5833

PLEASE NOTE THAT THIS YEAR, YOUR PROXY CARD LOOKS DIFFERENT. IT HAS MORE NAMES ON IT THAN THERE ARE SEATS UP FOR ELECTION, UNDER REGULATIONS REQUIRING A “UNIVERSAL PROXY CARD” THAT ARE DESCRIBED IN MORE DETAIL BELOW. THIS MEANS THE COMPANY’S PROXY CARD IS REQUIRED TO LIST CARRONADE’S NOMINEES IN ADDITION TO THE COMPANY’S NOMINEES. PLEASE MARK YOUR CARD CAREFULLY AND VOTE “FOR” ONLY THE COMPANY’S FOUR NOMINEES AND PROPOSALS AS RECOMMENDED BY YOUR BOARD. WE ENCOURAGE YOU TO VOTE BY INTERNET TO AVOID POTENTIAL CONFUSION WITH THE UNIVERSAL PROXY CARD. YOU SHOULD ONLY VOTE “FOR” FOUR NOMINEES TOTAL.

BACKGROUND TO THE SOLICITATION

The Company Refreshes Its Leadership and Strategic Plans; Implements New Capital Return Initiatives

Since the beginning of 2024, the Board has taken significant actions to set the Company on a new course, including replacing the Company’s Chief Executive Officer, implementing new strategic initiatives, and aggressively returning capital to shareholders.

Effective February 12, 2024, the Board appointed Mr. Foley, to serve as the Company’s Chief Executive Officer, replacing the Company’s prior CEO.

On February 21, 2024, the Company announced a strategic partnership with JANA, enabling the Company to source new acquisitions and strategic opportunities in undervalued companies. That same day, on the Company’s earnings call, President Ryan Caswell discussed the Company’s intention to reduce its public company holdings and refocus on private investments.

On February 27, 2024, the Board appointed Mr. Doug Ammerman as an independent director. In addition, the Company announced an agreement to wind down its Management Services Agreement with Trasimene, commencing the transition to internalize management and investment functions to significantly reduce the Company’s ongoing management expenses.

In early April 2024, the Company repurchased 9,672,540 shares in a modified Dutch auction, representing 13.4% of shares outstanding.

On May 9, 2024, during its first quarter earnings call, Mr. Foley discussed the execution, since his appointment as CEO, of the Company’s strategic plan focused on growing the net asset value and closing the share price discount to net asset value. Mr. Foley highlighted the strategy’s three main levers: (1) improving the performance and valuation of portfolio companies, (2) making new investments in private companies, and (3) returning capital to shareholders. The Company also initiated a quarterly cash dividend of $0.12 per common share.

Initial Interactions with Carronade

On December 19, 2024, the Company received a letter from Carronade discussing, among other items, concerns related to the Company’s financial performance and its nomination of four directors for election at the Company’s 2025 Annual Meeting. Prior to sending this letter, Carronade had not engaged with the Company. In this letter, Carronade disclosed ownership of 2.8% of the Company’s outstanding stock.

On January 21, 2025, Carronade senior analyst Win Rollins sent an email to Company representatives requesting a meeting. Later that day, Mr. Gravelle responded by email thanking Mr. Rollins for his email and stating that he would discuss internally and respond to Mr. Rollins that week. Mr. Foley also responded that while he would be unavailable to meet during Carronade’s proposed meeting times, due to previously scheduled travel, Mr. Caswell and Chief Legal Officer Peter T. Sadowski would be available to meet.

On January 23, 2025, Mr. Gravelle responded to Carronade with availabilities for a meeting and suggested that as a first step, Carronade should meet with Mr. Caswell and Chief Financial Officer Bryan Coy.

On January 31, 2025, Mr. Caswell and Mr. Coy spoke with Carronade representatives Win Rollins and Andy Taylor. Carronade representatives shared their perspective regarding the Company’s strategy, capital allocation, and governance. Carronade representatives also requested a meeting with Mr. Foley, and did not express urgency for such meeting.

On February 18, 2025, Mr. Gravelle emailed Carronade representatives, providing availabilities for a call with Mr. Foley and Mr. Caswell during the following week. Mr. Rollins responded the next day providing Carronade’s availabilities for a meeting.

On February 20, 2025, Mr. Gravelle suggested a meeting time with Carronade for the following Tuesday, February 25, 2025. Mr. Rollins responded the following day, confirming the meeting date and time.

On February 25, 2025, Mr. Foley and Mr. Caswell spoke with Carronade representatives. The parties discussed Carronade’s perspective on the Company’s share price and discount to net asset value. Mr. Foley and Mr. Caswell discussed the Company’s ongoing plan to increase share price, including by selling certain portfolio assets, repositioning its portfolio, and returning capital to shareholders. Carronade representatives also proposed that the Company distribute its minority stakes in DNB, Alight, and Paysafe to shareholders. Mr. Foley and Mr. Caswell noted that they would be open to working with Carronade to find a mutually agreeable director candidate.

On March 5, 2025, Mr. Rollins emailed Company representatives asking to schedule another call. Mr. Rollins noted that Carronade was “nearing the end of the timeframe in which we will be able to engage constructively.” Mr. Caswell responded the next day to set a call for early the following week.

On March 10, 2025, Mr. Caswell spoke with Carronade representatives. Mr. Caswell discussed the possibility of appointing a mutually agreeable director. The parties also discussed the potential for further share buybacks, the merits of other methods of capital return, and other topics regarding the Company’s strategy and operations.

On March 12, 2025, Mr. Caswell spoke with Carronade representatives. Mr. Caswell reiterated the offer to appoint one mutually agreed director. In addition, Mr. Caswell discussed the potential for committing to further share buybacks, among other topics related to shareholder capital return and value creation.

On March 13, 2025, Mr. Caswell spoke with Carronade representatives. Mr. Rollins subsequently sent an email to Company representatives proposing, among other items, (1) the appointment of three Carronade Nominees to the Board, and (2) distribution of at least 80% of the Company’s holdings in DNB, Alight, and Paysafe to shareholders by year end.

On March 17, 2025, Mr. Caswell spoke with Carronade representatives regarding the terms of a potential settlement agreement. Following that call, Mr. Caswell sent Mr. Rollins an email outlining the Company’s positions. Mr. Caswell proposed that the Company would (1) announce its commitment to return a substantial amount of capital from the sale of some of its public company investments to shareholders through share buybacks, (2) work with Carronade to identify and appoint a new independent director to the Board, who would serve on both the corporate governance and nominating committee of the Board (the Corporate Governance and

Nominating Committee) and the related person transaction committee of the Board (Related Person Transaction Committee), and (3) announce that the Related Person Transaction Committee would have a specific mandate to evaluate shareholder capital return alternatives, including alternatives proposed by Carronade. Mr. Caswell further reiterated the Company’s “hope to find a way to reach a positive resolution for all parties.”

On March 18, 2025, Mr. Caswell spoke with Mr. Rollins by phone. Mr. Rollins subsequently emailed Mr. Caswell to outline Carronade’s position following their discussion. Mr. Rollins proposed potential options for a settlement in which two or three of Carronade’s four nominees would be appointed to the Board (the March 18 Proposal). In addition, Mr. Rollins proposed that at least a majority of the Related Person Transaction Committee be composed of the new directors.

On March 19, 2025, Mr. Caswell proposed revised terms for a potential settlement to Mr. Rollins. Mr. Caswell proposed adding two mutually agreed independent directors to the Board, with one director to be added for election at the Annual Meeting, and a second director to be added for election at the 2026 Annual Meeting, and once elected, both new directors would serve on the Corporate Governance and Nominating Committee and on the Related Person Transaction Committee. Mr. Caswell requested to interview the Carronade Nominees and similarly invited Carronade to interview the Company’s candidate. Mr. Caswell further suggested connecting each party’s respective outside counsel to “help us find common ground.” In addition, Mr. Caswell reiterated the Company’s interest “in working together on making sure Cannae is set up for success.”

Later that day, Mr. Rollins rejected the Company’s revised settlement proposal. Mr. Rollins noted that the March 18 Proposal, which involved the appointment of up to three Carronade Nominees, represented “the minimum governance changes that we would be willing to accept in the context of a comprehensive settlement.”

Carronade Launches Public Proxy Fight

The following morning, on March 20, 2025, Mr. Rollins sent a letter to Mr. Foley for the attention of the Board. Carronade also issued a press release disclosing the letter and the nomination of four candidates for election at the Annual Meeting. The Carronade press release recommended, among other items, that (1) the Company return shareholder capital “tied up” in DNB, Alight, and Paysafe, “either via spin outs or substantial buybacks,” (2) the Company commit to returning a substantial majority of this capital on an accelerated timeline, and (3) management reallocate time from monitoring stakes in large public companies to focusing on disclosure and valuation of the Company’s private assets.

Later that day, the Company issued a press release highlighting the actions taken since early 2024 to improve and monetize its investment holdings, return capital to shareholders, and reduce operational expenses.

DNB Announces Sale Agreement

On March 24, 2025, DNB announced entry into a definitive agreement to be acquired by Clearlake Capital Group. At this time, DNB was Cannae’s largest investment, with $632 million in expected cash proceeds at the announced transaction value. DNB announced that the transaction was expected to close in the third quarter of 2025.

On March 25, 2025, the Company issued a press release announcing its support for the DNB transaction. In addition, the Company authorized a three-year stock repurchase program under which the Company may repurchase up to 10 million additional shares of its common stock, for an aggregate share buyback authorization of 22.95 million shares. The Company further committed to migrate to annual elections of directors on a phased basis and to include a declassification proposal at the Annual Meeting.

On March 26, 2025, Mr. Caswell contacted Carronade representatives to schedule time to discuss recent developments.

On March 27, 2025, Mr. Caswell spoke with Carronade representatives. Mr. Caswell raised the topic of the DNB sale and the importance of the sale’s proceeds in further enabling Cannae’s strategic plan, including the extensive capital return commitment. Mr. Caswell solicited Carronade’s input on capital use and capital return. The Carronade representatives reiterated that the March 18 Proposal, demanding the appointment of up to three directors from the Carronade slate, represented Carronade’s minimum acceptable offer for settlement, and that Carronade did not intend to negotiate further.

On March 28, 2025, Mr. Caswell again spoke with Carronade to probe whether, in light of the recent developments, Carronade would be open to a settlement on mutually agreeable terms. In addition, Mr. Caswell requested that the Board be permitted to interview the Carronade Nominees. The Carronade representatives did not provide a firm response during the meeting.

On March 31, 2025, the Company announced the expected use of at least $460 million of the proceeds from the DNB transaction for share repurchases, dividends, and debt repayment. The Company also announced its expectation to repurchase at least $300 million of its common stock, including through a tender offer, which would commence shortly following the anticipated closing of the DNB transaction. As a result of these actions, the Company expected to utilize at least 72% of its expected DNB sale proceeds as capital returned to shareholders and debt holders.

Further Interactions with Carronade

Later on March 31, 2025, Mr. Rollins emailed Mr. Caswell and other Company representatives in response to the Company’s prior request for the Board to interview the Carronade Nominees. Mr. Rollins stipulated that Carronade would permit Board members to interview the Carronade Nominees and would engage in further settlement discussion only if the Company first agreed to appoint multiple Carronade Nominees to the Board.

On April 3, 2025, Carronade delivered a letter to the Company requesting information related to the Company’s books and records, including certain shareholder list materials (the Books and Records Request).

On April 7, 2025, Carronade filed a preliminary proxy statement and issued a press release.

Also on April 7, 2025, Mr. Caswell emailed Mr. Rollins. Mr. Caswell reiterated the Company’s interest in interviewing the Carronade Nominees, and inquired further regarding Carronade’s preconditions to the Company interviewing the Carronade Nominees.

On April 8, 2025, Mr. Rollins responded to Mr. Caswell’s email, reiterating that Carronade would make the Carronade Nominees available for interviews only if the parties first reached an agreed construct with respect to Board composition.

On April 8, 2025 through April 10, 2025, the Company’s outside counsel and Carronade’s outside counsel had multiple interactions regarding the Books and Records Request.

On April 14, 2025, the Company’s outside counsel sent to Carronade’s outside counsel a non-disclosure agreement in connection with the Books and Records Request.

On April 25, 2025, Carronade filed a revised preliminary proxy statement with the SEC.

On April 30, 2025, Mr. Caswell initiated a discussion with Carronade representatives about a possible resolution to the activist campaign. During the call, Mr. Caswell reiterated the offer to appoint two new independent directors to the Board. Mr. Caswell noted that one director would join the Related Person Transaction Committee and the other would join the Corporate Governance and Nominating Committee. Mr. Rollins declined this settlement offer. Later that day, Mr. Caswell sent an email to Carronade reiterating the settlement offer.

On May 1, 2025, Carronade’s outside counsel sent a revised non-disclosure agreement to the Company’s outside counsel.

On May 2, 2025, Mr. Rollins emailed Mr. Caswell rejecting the Company’s proposed settlement. Mr. Rollins again referenced the prior demand, focused on the appointment of up to three directors from the Carronade slate, as “the minimum governance changes that we would be willing to accept.”

On May 12, 2025, the Company announced an executive management succession, board refreshment, and the expansion of the Company’s relationship with JANA. The Company announced that Mr. Foley was appointed to serve as Vice Chairman of the Board, Mr. Ammerman was appointed to serve as Chairman of the Board, and Mr. Caswell was appointed Chief Executive Officer. In addition, the Company announced the appointment of two new independent directors with extensive investment and governance experience, William Royan and Woodrow Tyler, to the Board. Mr. Royan was appointed to the Corporate Governance and Nominating Committee and Mr. Tyler was appointed to the Related Person Transaction Committee.

On June 23, 2025, Carronade issued a press release regarding the Annual Meeting.

On August 7, 2025, the Company announced a 25% increase in its quarterly cash dividend to $0.15 per common share.

On August 26, 2025, Clearlake Capital Group closed its acquisition of DNB, resulting in $630 million in proceeds for Cannae, including $90 million from shares sold in the second quarter of 2025. The Company subsequently issued a press release discussing the expected use of proceeds, including $300 million to repurchase stock, $60 million to pay future quarterly dividends, and retirement of debt related to its margin loan. The Company also announced the scheduling of the Annual Meeting for December 12, 2025.

On September 4, 2025, the Company received a notice from Carronade nominating Mona Aboelnaga, Benjamin C. Duster, IV, Dennis A. Prieto, and Chérie L. Schaible for election as directors at the Annual Meeting scheduled to be held on December 12, 2025. Carronade disclosed ownership of 5.9% of the Company’s outstanding stock.

On October 21, 2025, the Company filed the preliminary copy of this Proxy Statement.

CORPORATE GOVERNANCE HIGHLIGHTS

Our Board has adopted governance practices which promote the long-term interests of our shareholders and support accountability of our Board and management. Our Board has implemented the following measures to improve our overall governance practices. See “Corporate Governance and Related Matters” below for more detail on our governance practices.

SHAREHOLDER ENGAGEMENT

We are committed to hearing and responding to the views of our shareholders on various matters. We regularly engage with our shareholders and hold meetings with our investors who express an interest in engaging with us where we discuss a variety of topics. We report on and discuss our investor meetings with our Board or Board committees, as applicable.

We also engaged with numerous shareholders on various actions we took in 2024 and 2025, including the items noted above in “Significant Events and Transactions.” Our Board values the input of our shareholders and considers our shareholders’ feedback as a regular part of Board discussions.

CORPORATE GOVERNANCE AND RELATED MATTERS

CORPORATE GOVERNANCE GUIDELINES

Our Corporate Governance Guidelines provide, along with the charters of the committees of the Board, a framework for the functioning of the Board and its committees and establishes a common set of expectations as to how the Board should perform its functions. The Corporate Governance Guidelines address a number of areas including the size and composition of the Board, Board membership criteria and director qualifications, director responsibilities, Board agenda, roles of the Chairman of the Board, the Chief Executive Officer and independent Lead Director, meetings of independent directors, committee responsibilities and assignments, Board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. The Corporate Governance Guidelines also provide that our Board will consider all aspects of diversity of viewpoints, background, experience, and other demographics in selecting nominees for director. A copy of our Corporate Governance Guidelines is available for review on the Corporate Governance Overview page of our website at www.cannaeholdings.com/corporate-governance.

CODES OF ETHICS

Our Board has adopted a Code of Ethics for Senior Financial Officers, which is applicable to our Chief Executive Officer, President, Chief Financial Officer and Chief Accounting Officer, and a Code of Business Conduct and Ethics, which is applicable to all of our directors, officers and employees. The purpose of these codes is to: (i) promote honest and ethical conduct, including the ethical handling of conflicts of interest; (ii) promote full, fair, accurate, timely and understandable disclosure; (iii) promote compliance with applicable laws and governmental rules and regulations; (iv) ensure the protection of our legitimate business interests, including corporate opportunities, assets and confidential information; and (v) deter wrongdoing. Our codes of ethics were adopted to reinforce our commitment to our longstanding standards for ethical 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. Under our codes of ethics, an amendment to or a waiver or modification of any ethics policy applicable to our directors or executive officers must be disclosed to the extent required under SEC and/or NYSE rules. We intend to disclose any such amendment or waiver by posting it on the Corporate Governance Overview page of our website at www.cannaeholdings.com/corporate-governance.

Our Code of Business Conduct and Ethics and our Code of Ethics for Senior Financial Officers are available for review on the Corporate Governance Overview page of our website at www.cannaeholdings.com/corporate-governance.

RELATED PERSON TRANSACTION COMMITTEE AND POLICY

In 2023, our Board instituted a Related Person Transaction Committee and a Related Person Transaction Policy. The functions of the Related Person Transaction Committee include

reviewing and approving, if appropriate, transactions that arise under the Company’s Related Person Transaction Policy and conducting an annual review of all related person transactions. Our Related Person Transaction Policy was adopted to address the reporting, review and approval of transactions with related persons.

Our Related Person Transaction Policy applies to any person (each a Related Person) who at any time since the last fiscal year was:

Pursuant to the Related Person Transaction Policy, all transactions exceeding $120,000 in which the Company participates and in which a Related Person has a direct or indirect interest are reviewed by our Related Person Transaction Committee.

Our Related Person Transaction Committee Charter and Related Person Transaction Committee Policy are available for review on the Corporate Governance Overview page of our website at www.cannaeholdings.com/corporate-governance.

SUSTAINABILITY

We recognize the importance of a sustainable future to Cannae’s long-term growth and to the well-being of our companies. For this reason, we are committed to addressing matters important to our employees, companies, business partners, and the communities where we operate.

We seek to be transparent about our business practices, corporate governance, environmental impact, and our commitments to our stakeholders. To learn more about our efforts, please view our most recent reports via our website, www.cannaeholdings.com/sustainability.

Our commitment to sustainability focuses on:

Responsible Investment: Cannae manages sustainability issues in our businesses to generate stronger returns for our shareholders while improving our impact on society.

In order to maximize the value of each of our diverse assets, our management team takes an individualized approach with each company and reviews sustainability practices that are material to a particular ownership interest.

Through Cannae’s long-term ownership interests, as well as our own sustainability efforts, we strive to be a trusted partner in our companies’ sustainability journey.

Environmental Stewardship: As a holding company, the environmental footprint of our direct operations is small. However, Cannae recognizes the importance of conducting business in an environmentally responsible manner and integrating environmental management best practices at both our holding company and our operating companies. Cannae is continually improving our environmental management practices at our Las Vegas headquarters. From efforts to monitor and reduce our carbon footprint and energy use, reduce water consumption, and improve waste management, we are reducing our environmental impact.

Building Relationships: We value our talented workforce and the outstanding contributions our employees make. We are dedicated to attracting, developing, and retaining talented teams through competitive compensation and benefits, and building a diverse and inclusive workplace. Cannae believes in the importance of volunteerism and philanthropy to strengthen and engage local communities across our portfolio companies. Through local community involvement, corporate initiatives, and philanthropic giving – as well as an active community volunteer ethos – we work to support the communities we all live in. Cannae adheres to all applicable local, state, and federal employment-related legislation and guidelines and we can confirm that Cannae has not been subject to any human rights violations or reviews.

Ethics and Integrity: We aspire to be positive corporate citizens and operate in ways that are fair, transparent, and compliant with all applicable regulations. We implement strong governance practices, policies, training, and reporting to encourage all employees to adhere to the highest standards of business integrity. The Company adheres to all applicable local, state, and federal legislation and guidelines. Furthermore, we can confirm that Cannae has not been subject to any material reviews or investigations of corruption.

Board and Sustainability Oversight

Cannae is committed to strong governance systems and policies that ensure fair, transparent, and efficient business practices. To honor our commitment to strong governance at the highest

levels of the Company, our management team leads our sustainability efforts with oversight from the Audit Committee, which reports our sustainability progress and efforts to the Board.

Risk Management

Cannae recognizes that sustainability risks, including climate change and severe weather conditions, cybersecurity risks, pandemics, war, and other catastrophic events may impact our business. At Cannae, we work diligently to identify, assess and manage material risks, including sustainability risks, through our Enterprise Risk Management (ERM) program. Our ERM program conducts risk assessments to identify and assess our material business, operational and environmental risks and works with our management team to develop strategies and plans to mitigate and manage those risks.

Our ERM program is overseen by a group of highly qualified individuals and is tailored to the unique structure of our business. As a holding company with a small group of highly qualified employees, we are well positioned to maintain operations in the event of a disaster. Each of our various businesses separately maintains business continuity functions that adhere to the unique requirements of their business. Our quarterly report to the Audit Committee of our Board includes an update on our progress on the ERM program.

Inclusion

We believe that having employees and directors with a variety of ideas and perspectives enables us to achieve superior business results. Cannae and its portfolio companies are committed to being equal opportunity employers and promoting inclusion across our businesses.

Cannae’s Code of Business Conduct and Ethics prohibits discrimination and harassment. Our nondiscrimination policy is distributed to all employees as part of our employee handbook, which employees must acknowledge annually. Our employees participate in annual training programs covering topics such as the Code of Business Conduct and Ethics, and Reporting Harassment.

Our Board leads by example in its commitment to diversity of viewpoints, background, experience, and other demographics. Our Board’s commitment to selecting new director nominees with a broad range of backgrounds, skills and experiences has long been embedded in our Corporate Governance Guidelines.

Data Privacy and Cybersecurity

Like most companies, Cannae and our portfolio companies are dependent on information technology. At our restaurant group, we are focused on making strategic investments in information security to protect our customers and information systems. Our investments include both capital expenditures and operating expenses for hardware, software, personnel, and consulting services. We apply a comprehensive approach to the mitigation of identified security risks, including monitoring management of our unconsolidated affiliates. As a holding company with relatively low volumes of personnel or third-party data, we have established policies and controls, including those related to privacy, information security and cybersecurity, and we employ a broad and diversified set of risk monitoring and risk mitigation techniques tailored to the unique nature of our business. Our employees participate in an annual Information Security Training.

Our Board has a strong focus on cybersecurity. Our approaches to cybersecurity and privacy are overseen by the Audit Committee. At each regular meeting of the Audit Committee of our Board, our key management and Internal Audit group provide reports relating to existing and emerging risks at our companies, including, as appropriate, risk assessments, cyber and data security risks, and any security incidents. Our Audit Committee chairman reports on these discussions to our Board on a quarterly basis. The employees at our companies are the strongest assets in protecting their customers’ information and mitigating risk. We monitor their security practices, including training programs that focus on applicable privacy, security, legal, and regulatory requirements that provide ongoing enhancement of their respective security and risk cultures.

OUR BOARD

Our Board includes Douglas K. Ammerman, William P. Foley, II, Hugh R. Harris, C. Malcolm Holland, Mark D. Linehan, Frank R. Martire, Erika Meinhardt, Barry B. Moullet, William T. Royan, James B. Stallings, Jr., Woodrow Tyler and Frank P. Willey. Mr. Foley served as our non-executive Chairman until February 2024, at which time he was appointed by our Board to serve as Chairman, Chief Executive Officer and Chief Investment Officer. In February 2024, Mr. Ammerman was appointed as a director. In May 2025, Mr. Ammerman was appointed as non-executive Chairman of the Board and Mr. Foley was appointed as Vice Chairman of the Board. Additionally, Mr. Royan and Mr. Tyler were appointed as directors effective June 1, 2025.

In 2024 and year-to-date through October 20, 2025, our Board held seven and five meetings, respectively. All directors attended at least 75% of the meetings of the Board and of the committees on which they served during 2024 and 2025. Our Board met quarterly and our non-management directors met periodically in executive sessions without management. We do not, as a general matter, require our Board to attend our annual meeting of shareholders, although each of our directors is invited to attend. None of our directors attended our 2024 annual meeting of shareholders (the 2024 Annual Meeting).

We believe that Mr. Foley is able to fulfill his roles and devote sufficient time and attention to his duties as our Vice Chairman and as a director and/or officer of other companies. Mr. Foley attended 100% of Cannae’s board meetings in 2024. Furthermore, Mr. Foley serves on only one board committee of a public company.

DIRECTOR INDEPENDENCE

The Board determined that Douglas K. Ammerman, Hugh R. Harris, C. Malcolm Holland, Mark D. Linehan, Erika Meinhardt, Barry B. Moullet, William T. Royan, James B. Stallings, Jr., Woodrow Tyler, and Frank P. Willey are independent under the criteria established by the NYSE and our Corporate Governance Guidelines. The Board also considered the additional NYSE independence considerations for Compensation Committee members and determined that current members Mr. Harris and Ms. Meinhardt are independent for purposes of service on the Compensation Committee.

In determining independence, the Board considered all relationships that might bear on our directors’ independence from Cannae. The Board determined that Mr. Foley was not independent during 2024 and 2025 because he was our Chairman of the Board, Chief Executive Officer, Chief Investment Officer and an employee of the Company through May 12, 2025.

Mr. Martire is not independent because he is a Managing Director of, and one of his children is an executive officer of, entities affiliated with, BGPT Catalyst LP (CSI LP), which received a consulting fee of $2.1 million in 2022 in connection with Cannae’s investment in CSI and the consulting fee exceeded 2% of CSI LP’s and its affiliates consolidated gross revenues for 2022.

In considering the independence of our independent directors, the Board considered the following factors:

The Board determined that these relationships were not of a nature that would impair the independence of the members involved.

DIRECTOR RESIGNATION POLICY

In the event any incumbent director does not receive a majority of the votes cast and tenders his or her resignation to the Board, the Corporate Governance and Nominating Committee will consider and recommend to the Board whether to accept or reject the tendered resignation, or whether other action should be taken.

COMMITTEES OF THE BOARD

The Board has four standing committees: an audit committee, a compensation committee, a corporate governance and nominating committee and a related person transaction committee. The charter of each of the Audit, Compensation, Corporate Governance and Nominating, and Related Person Transaction Committees is available on the Corporate Governance Overview page of our website at www.cannaeholdings.com/corporate-governance. Each committee reviews its charter annually. Shareholders also may obtain a copy of any of these charters by writing to the Corporate Secretary at the address set forth under “Available Information.”

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

The members of the Corporate Governance and Nominating Committee are C. Malcolm Holland (Chair), Hugh R. Harris, William T. Royan, and James B. Stallings. Each of Messrs. Holland, Harris, Royan, and Stallings was deemed to be independent by the Board, as required by the New York Stock Exchange. Our Corporate Governance and Nominating Committee reviews its charter annually. The Corporate Governance and Nominating Committee did not meet but acted by written consent in 2024 and met eight times year-to-date through October 20, 2025.

The primary functions of the Corporate Governance and Nominating Committee, as identified in its charter, are:

AUDIT COMMITTEE

The members of the Audit Committee are Douglas K. Ammerman (Chair), Mark D. Linehan and Frank P. Willey.

The Board has determined that each of the current Audit Committee members is financially literate and independent as required by the rules of the SEC and the New York Stock Exchange and each is an audit committee financial expert, as defined by the rules of the SEC. Our Audit Committee reviews its charter annually. The Audit Committee met four times in 2024 and five times year-to-date through October 20, 2025.

The primary functions of the Audit Committee include:

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board submits the following report on the performance of certain of its responsibilities for the year 2024 and through September 2025:

The primary function of our Audit Committee is oversight of (i) the quality and integrity of our financial statements and related disclosures, (ii) our compliance with legal and regulatory requirements, (iii) the independent registered public accounting firm’s qualifications and independence, and (iv) the performance of our internal audit function and independent registered public accounting firm. Our Audit Committee acts under a written charter and reviews the adequacy of its charter at least annually. Our Audit Committee is comprised of the three directors named below, each of whom has been determined by the Board to be independent as defined by New York Stock Exchange independence standards. In addition, our Board has determined that each of Messrs. Ammerman, Linehan and Willey is an audit committee financial expert as defined by the rules of the SEC.

In performing our oversight function, we reviewed and discussed with management and Deloitte & Touche LLP (Deloitte), our independent registered public accounting firm for 2024, our audited financial statements as of and for the year ended December 31, 2024. Management and Deloitte reported to us that our consolidated financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of Cannae and its subsidiaries in conformity with generally accepted accounting principles. We also discussed with Deloitte the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

We have received and reviewed the written disclosures and the letter from Deloitte required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence

and have discussed with Deloitte their independence. In addition, we have considered whether Deloitte’s provision of non-audit services to us is compatible with their independence.

Finally, we discussed with our internal auditors and Deloitte the overall scope and plans for their respective audits. We met with Deloitte at each meeting. Management was present for some, but not all, of these discussions. These discussions included the results of their examinations, their evaluations of our internal controls and the overall quality of our financial reporting.

Based on the reviews and discussions referred to above, we recommended to our Board that the audited financial statements referred to above be included in our Annual Report. In May 2025, the Audit Committee approved the dismissal of Deloitte as the Company’s independent registered public accounting firm and the appointment of Grant Thornton to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

In carrying out our responsibilities, we look to management and the independent registered public accounting firm. Management is responsible for the preparation and fair presentation of Cannae’s financial statements and for maintaining effective internal control. Management is also responsible for assessing and maintaining the effectiveness of internal control over the financial reporting process. The independent registered public accounting firm is responsible for auditing Cannae’s annual financial statements and expressing an opinion as to whether the statements are fairly stated in conformity with generally accepted accounting principles. The independent registered public accounting firm performs its responsibilities in accordance with the standards of the Public Company Accounting Oversight Board. Our members are not professionally engaged in the practice of accounting or auditing and are not experts under the Exchange Act in either of those fields or in auditor independence.

The foregoing report is provided by the following independent directors, who constitute the committee:

AUDIT COMMITTEE

Douglas K. Ammerman

Mark D. Linehan

Frank P. Willey

COMPENSATION COMMITTEE

The members of the Compensation Committee are Hugh R. Harris (Chair) and Erika Meinhardt. Each member of the Compensation Committee was deemed to be independent by the Board, as required by the New York Stock Exchange. The Compensation Committee met four times during 2024 and five times year-to-date through October 20, 2025. Our Compensation Committee reviews its charter annually. The functions of the Compensation Committee include the following:

For more information regarding the responsibilities of the Compensation Committee, please refer to the section of this proxy statement entitled “Compensation Discussion and Analysis and Executive and Director Compensation.”

RELATED PERSON TRANSACTION COMMITTEE

The members of the Related Person Transaction Committee are Barry B. Moullet (Chair), William T. Royan, James B. Stallings Jr., and Woodrow Tyler. Each current member of the Related Person Transaction Committee was deemed to be independent by the Board. The Related Person Transaction Committee met 22 times during 2024 and four times year-to-date through October 20, 2025. Our Related Person Transaction Committee reviews its charter annually. The functions of the Related Person Transaction Committee include the following:

BOARD LEADERSHIP STRUCTURE

The Board believes that shareholders are best served by the Board having flexibility to consider and determine the best leadership structure for the Company based on current relevant facts and circumstances rather than by adhering to a formal standing policy on the subject. The Board periodically reviews its leadership structure to evaluate whether the structure remains appropriate to effectively address the specific needs of our business and the long-term interests of our shareholders. In May 2025, Mr. Ammerman was appointed as our Chairman. Mr. Foley serves as our Vice Chairman in recognition of his unique skills to both drive the vision of our long-term strategy and focus our management team on execution to achieve our long- and short-term strategic goals.

Erika Meinhardt has served as our independent Lead Director since February 2023. Ms. Meinhardt has extensive board governance experience and a deep understanding of the

Company’s business from serving on our Board since our split-off from FNF. As our independent Lead Director, Ms. Meinhardt coordinates the activities of the other non-employee directors and performs such other duties and responsibilities as the Board may determine. The Board believes that there are advantages to having an independent Lead Director. Ms. Meinhardt has a strong understanding of board governance and a knowledge of our business gained during her long tenure on our Board that helps ensure strong and independent oversight and effective collaboration among our directors. These responsibilities include:

The Board believes this leadership structure fosters effective oversight of the Company and allows Mr. Ammerman, as our Chairman, and Mr. Foley, as our Vice Chairman, to focus on their responsibilities while creating a collaborative relationship with an independent Lead Director.

Our Board believes that shareholders are best served by our current leadership structure because it provides the Company with the benefits of the leadership roles of Mr. Ammerman and Mr. Foley, while at the same time featuring a strong and empowered independent Lead Director who provides an effective independent voice and further enhances the contributions of our independent directors. The Board regularly reviews its leadership structure and may determine to change such structure based on evolving circumstances.

ROLE IN RISK OVERSIGHT

The Board administers its risk oversight function directly and through committees. The Audit Committee oversees our financial reporting process and risk management program, including as it relates to information technology and cybersecurity, sustainability, human capital management and health and safety risks, legal and regulatory compliance, performance of the independent public accounting firm, internal audit function, and financial and disclosure controls. The Audit Committee also receives quarterly reports on compliance matters.

On an ongoing basis, management identifies strategic risks of Cannae and aligns both its disclosure controls and procedures and its annual audit plan with the identified and addressable risks. Risks are evaluated over various timeframes; however, the focus of management’s risk assessment is on risks to the long-term viability of Cannae. Risks with the potential for an adverse impact to the Company in the near term are prioritized to the extent they present a risk to the viability of the Company. Management presents updates on the current year progress of the Company’s risk management program to the Audit Committee quarterly. At least annually (or more frequently in the event of material changes to the Company) the update to the Audit Committee includes a summary of management’s complete reassessment of the Company’s risk and control environment.

Our Board has a strong focus on cybersecurity. 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. Management also periodically reports to the Audit Committee on matters relating to our environmental sustainability policies and programs. Our Audit Committee chairman reports on these discussions to our Board on a quarterly basis.

The Corporate Governance and Nominating Committee considers the adequacy of our governance structures and policies, including as they relate to sustainability. The Compensation Committee reviews and approves our compensation and other benefit plans, policies and programs and those of our various companies and considers whether any of those plans, policies or programs creates risks that are likely to have a material adverse effect on Cannae. Each committee provides reports on its activities to the full Board.

CONTACTING THE BOARD

Any shareholder or other interested person who desires to contact any member of the Board or the non-management members of the Board as a group may do so by writing to: Board of Directors, c/o Corporate Secretary, Cannae Holdings, Inc., 1701 Village Center Circle, Las Vegas, Nevada 89134. Communications received are distributed by the Corporate Secretary to the appropriate member or members of the Board.

CERTAIN INFORMATION ABOUT OUR DIRECTORS

DIRECTOR CRITERIA, QUALIFICATIONS AND EXPERIENCE AND PROCESS FOR SELECTING DIRECTORS

Our Board and management are focused on executing our long-term strategy of continuing our activities with respect to our various businesses to achieve superior financial performance to maximize the value of those assets and to continue to pursue similar acquisitions in businesses and to grow and achieve superior financial performance with respect to such newly acquired businesses.

Our Board and the Corporate Governance and Nominating Committee are committed to include the best available candidates for nomination to election to our Board based on merit. Our Board and our Corporate Governance and Nominating Committee will continuously evaluate our Board’s composition with the goal of developing a Board that meets our strategic goals, and one that includes diverse, experienced and highly qualified individuals.

The Corporate Governance and Nominating Committee does not set specific, minimum qualifications that nominees must meet in order for the committee to recommend them for election to the Board, but rather believes that each nominee should be evaluated based on his or her individual merits, taking into account our needs and the overall composition of the Board. In accordance with our Corporate Governance Guidelines, the Corporate Governance and Nominating Committee considers, among other things, the following criteria in fulfilling its duty to recommend nominees for election as directors:

Each year in connection with the nomination of candidates for election to the Board, the Corporate Governance and Nominating Committee evaluates the background of each candidate, including candidates who may be submitted by shareholders.

BOARD COMPOSITION, TENURE AND RECENT REFRESHMENT

We believe that the current composition of our Board will serve us well and that our current directors possess a strong mix of relevant experience, skills and qualifications that will result in a well- functioning board that effectively oversees our long-term strategy. Our Board, which is

composed of directors who have a strong understanding of our business, operational and strategic goals, as well as the risks we face, will be crucial to our ability to effectively execute on our long-term strategy.

Since becoming a public company in 2017, we have refreshed our Board and added individuals with diversity of skills and expertise to oversee our long-term strategy. Most recently, in 2025, William T. Royan and Woodrow Tyler were appointed as directors. Messrs. Royan and Tyler further strengthen the Board with their extensive investment management and corporate governance experience.

The Company’s average director tenure of approximately five years is within the typical range.

The Corporate Governance and Nominating Committee considers qualified candidates suggested by current directors, management and our shareholders in a substantially similar manner. Shareholders can suggest qualified candidates for director to the Corporate Governance and Nominating Committee by writing to our Corporate Secretary at 1701 Village Center Circle, Las Vegas, Nevada 89134. The submission must provide the information required by, and otherwise comply with the procedures set forth in, Section 3.1 of our bylaws (as amended from time to time, our Bylaws). Section 3.1 also requires that the nomination notice be submitted by a prescribed time in advance of the meeting. See “Shareholder Proposals and Nominations” below.

GOVERNANCE AND BOARD STRUCTURE

Our Board has adopted good governance practices, which promote the long-term interests of our shareholders and support accountability of our Board and management. See “Corporate Governance Highlights” above for measures implemented by our Board to improve our overall governance practices.

Our Board is currently divided into three classes, with each class serving a staggered three-year term. At the Annual Meeting, our shareholders are being asked to vote on the Declassification Proposal. For further information, see Proposal No. 4 below.

INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

The following matrix lists the skills and experience that we consider most important for our continuing directors in light of our current business and structure. In addition, biographical information for our nominees proposed for election at the Annual Meeting as Class II directors of the Company, as well as our continuing Class I and Class III directors, including each directors’ relevant experience, qualifications and skills, is included below.

CERTAIN INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The executive officers of the Company as of the date of this proxy statement are set forth in the table below, together with biographical information.

Ryan R. Caswell has served as our Chief Executive Officer since May 2025, and as our President from February 2023 to May 2025. He previously served as Senior Vice President of Corporate Finance from September 2020 to February 2023. Mr. Caswell previously served as Senior Vice President of Corporate Finance of Austerlitz Acquisition Corporation I (AUS; formerly NYSE: AUS) and Austerlitz Acquisition Corporation II (ASZ; formerly NYSE: ASZ) from January 2021 through December 2022. Mr. Caswell also serves, or has previously served, on the boards of Cannae investments including AmeriLife, Black Knight Football entities, CorroHealth, Jana Partners, System1, TripleTree Holdings, and Watkins, among others. Prior to

joining Cannae, Mr. Caswell was a Managing Director at BofA Securities, Inc. where he worked from 2008 to 2020.

Bryan D. Coy has served as our Chief Financial Officer since July 2020. From July 2020 through January 2023, Mr. Coy served as a Managing Director of the Manager. Mr. Coy previously served as Chief Financial Officer of AUS and ASZ from January 2021 through December 2022, of FTAC from July 2020 through July 2021, and of FTAC II from July 2020 through March 2021. Mr. Coy served as Chief Financial Officer of BKSE (the Vegas Golden Knights of the National Hockey League), from October 2017 to April 2021, and as Chief Financial Officer of Foley Family Wines from October 2017 until April 2019. Prior to that, Mr. Coy served in senior finance and accounting roles at Interblock Gaming, Aruze Gaming America, Fontainebleau Resorts, Shuffle Master and Sunterra Resorts.

Peter T. Sadowski has served as Executive Vice President, Chief Legal Officer of Cannae since April 2017. Mr. Sadowski has also served as Executive Vice President and Chief Legal Officer of FNF since 2008 and served as Executive Vice President and General Counsel of FNF from 1999 until 2008. Mr. Sadowski is a Trustee of the Folded Flag Foundation, the Vegas Golden Knights Foundation and the Vegas Silver Knights Foundation.

Michael L. Gravelle. Mr. Gravelle has served as the Executive Vice President, General Counsel and Corporate Secretary of Cannae since April 2017. He has served as Executive Vice President and General Counsel of FNF since January 2010 and as Corporate Secretary of FNF since April 2008. Mr. Gravelle joined FNF in 2003, serving as a Senior Vice President. Mr. Gravelle joined a subsidiary of FNF in 1993. Mr. Gravelle has served as Executive Vice President, General Counsel and Corporate Secretary of F&G since May 2024 and General Counsel and Corporate Secretary of Jena Acquisition Corporation II since March 2025. Mr. Gravelle previously served as Executive Vice President and General Counsel of Black Knight, Inc. (Black Knight) and its predecessors from January 2014 until December 2023, where he also served as Corporate Secretary from January 2014 until May 2018. He previously served as General Counsel and Corporate Secretary of AUS and ASZ from January 2021 through December 2022, of FTAC II from July 2020 through March 2021 and of FTAC from March 2020 to July 2021.

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

Upon the recommendation of the Corporate Governance and Nominating Committee, the Board has nominated Erika Meinhardt; Barry B. Moullet; James B. Stallings, Jr.; and Frank P. Willey to stand for election at the Annual Meeting as Class II directors, with a three-year term expiring in 2028 and until their successors are duly elected and qualified, or until such director’s earlier death, resignation, or removal. Action will be taken at the Annual Meeting for the election of four (4) Class II director nominees.

Based upon the Company’s criteria for nomination of directors described in “Director Criteria, Qualifications and Experience and Process for Selecting Directors” section of this Proxy Statement and the unanimous recommendation of the Corporate Governance and Nominating Committee, the Board nominated Erika Meinhardt; Barry B. Moullet; James B. Stallings, Jr.; and Frank P. Willey to stand for election at the Annual Meeting. See “Certain Information About Our Directors” for more information about the skills, qualifications, attributes, and experiences of the Board’s nominees.

Our Board currently consists of twelve (12) directors. As described in our Charter, our Board is currently divided into three classes. The term of office of only one class of directors expires in each year. The directors elected at this Annual Meeting will hold office until the 2028 Annual Meeting for their respective terms or until their successors are elected and qualified. The number of directors following the Annual Meeting will be twelve (12).

If you return a duly executed universal WHITE proxy card without specifying how your shares are to be voted, the persons named in the universal WHITE proxy card will vote to elect Erika Meinhardt; Barry B. Moullet; James B. Stallings, Jr.; and Frank P. Willey as Class II directors. Erika Meinhardt; Barry B. Moullet; James B. Stallings, Jr.; and Frank P. Willey currently serve on our Board. Each Company nominee has consented to being named in this Proxy Statement and to serve a term expiring in 2028 if elected. However, if any director nominee should be unable to serve, or for good cause will not serve, the common stock represented by proxies may be voted for a substitute nominee designated by our Board, or our Board may reduce its size. Our Board has no reason to believe that any of the nominees will be unable to serve if elected.