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):
(Exact name of Registrant as Specified in its Charter)
(Commission File Number)
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) | |||||||
(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 Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
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 | ||||||||||||||
| 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, 2026 | By: | /s/ Brett A. Correia | ||||||||||||||
| Name: | Brett A. Correia | ||||||||||||||||
| Title: | Chief Financial Officer | ||||||||||||||||
Exhibit 10.1
Cannae Holdings, Inc.
1701 Village Center Circle
Las Vegas, NV 89134
July 15, 2026
Dear Bill:
On July 1, 2026, Cannae Holdings, Inc. (“Cannae”) issued a press release announcing that it has entered into an agreement with a company owned by you (“Foley”) to sell Cannae’s 87% interest in Brasada Ranch in exchange for the termination of Foley’s put right (the “Transaction”).
As a closing condition of the Transaction, the Director Services Agreement dated May 12, 2025 between Cannae and Foley (the “Director Services Agreement”) shall be amended to terminate Foley’s put right.
On July 15, 2026, the Transaction closed. This letter agreement amends the Director Services Agreement.
By signing below the Company and Foley agree that the following Section 11(a) of the Director Services Agreement is deleted in its entirety:
(a)Beginning in January 2026, and upon written notice (the “Notice Date”) by Foley designating a closing date, which shall be at least thirty days after the Notice Date, the Company shall purchase from Foley, and Foley agrees to sell, assign and transfer to the Company, all right, title and interest in and to fifty percent (50%) of the shares of Common Stock of the Company (the “Common Stock”) owned by Foley at the greater price per Common Stock of $19.50 per share, or 20% greater than the Company’s closing stock price on the Designation Date.
Thank you.
CANNAE HOLDINGS, INC.
By: /s/ Michael L. Gravelle
Name: Michael L. Gravelle
Title: Executive Vice President, General Counsel and Corporate Secretary
/s/ William P. Foley, II
William P. Foley, II