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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):
May 22, 2025
CANNAE HOLDINGS, INC.
(Exact name of Registrant as Specified in its Charter)
1-38300
(Commission File Number)
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| Nevada | | 82-1273460 |
(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:
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| ☐ | | 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:
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| Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
| Cannae Common Stock, $0.0001 par value | | CNNE | | New 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. ☐
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| Item 4.01. | | Changes in Registrant's Certifying Accountant |
The Audit Committee (the “Committee”) of the Board of Directors of Cannae Holdings, Inc. (“Cannae” or the “Company”) approved (1) the dismissal of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm, and (2) the appointment of Grant Thornton LLP (“GT”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, subject to and effective upon completion of GT’s client acceptance procedures.
The audit reports of Deloitte on the Company’s financial statements as of and for the years ended December 31, 2024 (“Fiscal 2024”) and December 31, 2023 (“Fiscal 2023”) did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During Fiscal 2024, Fiscal 2023 and the subsequent interim period through May 22, 2025, there were (i) no “disagreements,” as described in Item 304(a)(1)(iv) of Regulation S-K, with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the subject matter of the disagreement in its reports on the Company’s consolidated financial statements for such years and (ii) no “reportable events” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).
The Company informed Deloitte of their dismissal on May 22, 2025. The Company provided Deloitte with a copy of this Current Report on Form 8-K. Attached hereto as Exhibit 16.1 is a letter from Deloitte addressed to the Securities and Exchange Commission indicating whether it agrees with such disclosures.
On May 27, 2025, GT confirmed their client acceptance procedures were complete. During Fiscal 2024, Fiscal 2023 and the subsequent interim period through May 27, 2025, the Company did not consult with GT regarding either (i) the application of accounting principles to a specific completed or proposed transaction, the type of audit opinion that might be rendered on the Company’s financial statements, or other written or oral information provided that was an important factor considered by the Company in reaching a decision as to an accounting, auditing, or financial reporting issue or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a “reportable event,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
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| Item 9.01. | | Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit | | Description |
| 16.1 | | | | |
| 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.
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| | Cannae Holdings, Inc. | |
| Date: | May 27, 2025 | By: | /s/ Bryan D. Coy | |
| | | Name: | Bryan D. Coy | |
| | | Title: | Chief Financial Officer | |