Cannae Holdings 完成出售 Brasada Ranch 權益並修訂董事回售條款

cnne-202607150001704720false00017047202026-07-152026-07-15

United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K 

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):
July 15, 2026 

CANNAE HOLDINGS, INC. 
(Exact name of Registrant as Specified in its Charter)

1-38300 
(Commission File Number)

Nevada82-1273460
(State or Other Jurisdiction of 
Incorporation or Organization) (IRS Employer Identification Number)

1701 Village Center Circle 
Las Vegas, Nevada 89134 
(Addresses of Principal Executive Offices)

(702) 323-7330 
(Registrant's Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol Name of Each Exchange on Which Registered
Cannae Common Stock, $0.0001 par valueCNNENew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐ 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 15, 2026, Cannae Holdings, Inc. ("Cannae" or the "Company") closed on the previously announced sale of its interest in Brasada Ranch to a company owned by William P. Foley, II ("Mr. Foley"). In connection therewith, the Company entered into a letter agreement (the "Letter Agreement") with Mr. Foley dated July 15, 2026 that amends that certain Director Services Agreement by and between the Company and Mr. Foley dated May 12, 2025 (the "DSA") to delete in its entirety Section 11(a) of the DSA, which permitted Mr. Foley to sell 50% of his shares of common stock of the Company back to Cannae for certain defined prices therein. 

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Letter Agreement, which is attached as exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Description

10.1 Letter Agreement

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

     
 Cannae Holdings, Inc.
 
 
Date:July 16, 2026By:  /s/ Brett A. Correia 
  Name:  Brett A. Correia 
  Title:  Chief Financial Officer