Document

In order to comply with federal and state securities laws governing (a) trading in Cannae Holdings, Inc. (the “Company”) securities while aware of Material Nonpublic Information (also referred to herein as “MNPI”) concerning the Company, and (b) tipping or disclosing MNPI to outsiders, and in order to prevent even the appearance of improper insider trading or tipping, the Company has adopted this Policy for its directors, officers and employees, their Immediate Family, and specially designated outsiders who have access to the Company’s MNPI. Capitalized terms used in this Policy have the meaning set forth in Section 3 below.

This Policy generally applies to all directors, employees and officers of the Company and its subsidiaries and affiliates, together with their Immediate Family and any entities controlled by them (collectively referred to as “Insiders”), and any other contractors or consultants whom the Compliance Officer may designate as Insiders because they have access to MNPI concerning the Company. In addition, certain provisions of this Policy apply specifically to Section 16 Individuals and other Insiders designated by the Compliance Officer as being subject to such provisions.

This Policy applies to any and all transactions in the Company’s securities, including sales, purchases, gifts, exchanges or any interest or position relating to the future price of Company securities such as a put, call, or short sale. This Policy applies to all transactions in the Company’s securities, including shares of common stock and any other type of securities that the Company may issue, such as preferred stock, convertible debentures, warrants and exchange-traded options or other derivative securities.

This Policy applies to all directors, officers, employees, and designated outsiders upon its adoption by the Company, and to all new directors, officers, employees, and designated outsiders at the start of their employment or relationship with the Company. Section 16 Individuals, as defined below, may be required to certify compliance with this Policy on an annual basis.

Compliance Officer or Insider Trading Compliance Officer – The Company has designated its General Counsel and Corporate Secretary as the Compliance Officer for purposes of this Policy.

Immediate Family – The spouse, son or daughter, father, mother, brother, or sister who reside in the same household as an Insider or whose transactions in Company securities the Insider significantly influences or controls, and anyone else who resides with the Insider.

Material Information – Information is material if there is a reasonable likelihood that it would be expected to affect the investment or voting decisions of a reasonable stockholder or investor, or if the disclosure of the information would be expected to significantly alter the total mix of the information in the marketplace about the Company. In simple terms, Material Information is any type of information which could reasonably be expected to affect the price of Company securities. Such information may be positive or negative, favorable, or unfavorable. While it is not possible to identify all information that would be deemed “material,” the following types of information ordinarily would be considered material:

Material Nonpublic Information or MNPI – Material Information is nonpublic if it has not been widely disseminated to the public through major newswire services, national news services and financial news services or on a Form 8-K filed with the Securities and Exchange Commission. For the purposes of this Policy, information generally will be considered public, i.e., no longer “nonpublic,” after the close of trading on the first full trading day following the Company’s widespread public release of the information. Any exception to this general rule must be approved in advance by the Compliance Officer.

Section 16 Individuals – The Company’s directors and officers who are subject to the reporting provisions and trading restrictions of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the underlying rules and regulations promulgated by the SEC. Section 16 Individuals must obtain prior approval of all trades of Company securities from the Compliance Officer as provided in Section 11 of this Policy.

Individual Responsibility – Persons subject to this Policy have ethical and legal obligations to maintain the confidentiality of information about the Company and to not engage in transactions in Company securities while in possession of MNPI. Each individual is responsible for making sure that he or she complies with this Policy, and that any Immediate Family or entity whose

transactions are subject to this Policy also complies with this Policy. In all cases, the responsibility for determining whether an individual is in possession of MNPI rests with that individual, and any action on the part of the Company, the Compliance Officer or any other employee or director pursuant to this Policy (or otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicable securities laws. Those subject to this Policy could be subject to severe legal penalties and disciplinary action by the Company for any conduct prohibited by this Policy or applicable securities laws, as described more fully below.

The Company has designated its General Counsel and Corporate Secretary (hereinafter the “Compliance Officer”) as the officer responsible for administering this Policy and reviewing and either approving or disapproving all proposed transactions by Section 16 Individuals. Section 16 Individuals are responsible for obtaining prior approval of all trades in Company securities from the Compliance Officer in accordance with the procedures set forth in Section 11 below. The Compliance Officer may not trade in Company securities unless the trade has been approved by the Chief Executive Officer or Chief Legal Officer in accordance with established procedures.

The Compliance Officer may designate an alternate individual, who may perform the Compliance Officer’s duties in the event that the Compliance Officer is unable or unavailable to perform such duties.

Section 16 Individuals are responsible for obtaining prior approval of all trades in Company securities from the Compliance Officer in accordance with the procedures set forth in Section 11 below.

Civil and Criminal Penalties – The consequence of prohibited insider trading or tipping can be severe. Persons violating insider trading or tipping rules may be required to disgorge the profit made or the loss avoided by the trading, pay the loss suffered by the person who purchased securities from or sold securities to the insider tippee, pay civil penalties up to three times the profit made or loss avoided, pay a criminal penalty of up to $5,000,000, and serve a jail term of up to twenty years. Controlling Persons of the person violating the rules may also be required to pay major penalties.

Company Discipline – Violation of this Policy or federal or state insider trading or tipping laws by any director, officer or employee, or their immediate family, may subject the director to termination for cause and the officer or employee to disciplinary action by the Company up to and including termination for cause.

Any Insider who violates this Policy or any federal or state laws governing insider trading or tipping or knows of any such violation by any other Insiders, must report the violation immediately to the Compliance Officer. Upon learning of any such violation, the Compliance Officer, in consultation with the Company’s legal counsel, will determine whether the Company should release any MNPI, or whether the Company should report the violation to the SEC or other appropriate governmental authority.

Alternatively, you may contact the Compliance and Ethics Hotline at 833-CNNE-TIP (833-266-3847) or report online at www.cannaeholdings.ethicspoint.com. The Compliance and Ethics Hotline is operated by an independent, third-party vendor and is available 24 hours a day, 7 days a week. You may remain anonymous when calling the hotline; however, you are encouraged to leave your name and contact information in case additional information is required to thoroughly investigate the matter.

Cannae Holdings, Inc. prohibits retaliation against any employee who reports a concern in good faith or participates in good faith in an investigation related to a report.

Except regarding trades by Insiders that are performed pursuant to a Pre-Approved Insider Trading Plan, as described in Section 14 of this Policy, any Insiders who are unsure whether the information that they are aware of is material or nonpublic must consult the Compliance Officer for guidance before trading in any Company securities.

a.No Insider may trade in Company securities (including common stock, options to purchase common stock, or any other type of securities that the Company may issue, such as preferred stock, convertible debentures and warrants, as well as derivative securities that are not issued by the Company, such as exchange-traded put or call options or swaps relating to the Company’s securities) while aware of MNPI concerning the Company. This prohibition shall not apply, however, to trades by Insiders that are performed pursuant to a Pre-Approved Insider Trading Plan that complies with Section 14 of this Policy. Any Insider who is unsure whether the information that they are aware of is Material Nonpublic Information must consult the Compliance Officer for guidance before trading in any Company securities.

b.No Section 16 Individual or Insider who is subject to the Company’s trading windows or blackout periods described in Section 10 may trade in Company securities outside of the

applicable trading windows or during any blackout period or special trading blackout periods designated by the Compliance Officer unless such trades are conducted pursuant to a Pre-Approved Insider Trading Plan that complies with the provisions of Section 14 of this Policy.

c.No Section 16 Individual may trade in Company securities during any period where the Company has imposed a ban on trading Company securities held through any employee benefit plan administered by the Company unless the no trading period is an express, regular feature of the employee benefit plan.

d.No Section 16 Individual may trade in Company securities unless the trade has been approved by the Compliance Officer in accordance with the established trade approval processes described in Section 11. Section 16 Individuals should retain all records and documents that support their reasons for making each trade.

e.No Insider may “tip” or disclose MNPI concerning the Company to any outside person (including family members, analysts, individual investors and members of the investment community and news media), unless required as part of that Insider’s regular duties for the Company and authorized by the Compliance Officer. In any instance in which such information is disclosed to outsiders, the Company will take such steps as are necessary to preserve the confidentiality of the information, including requiring the outsider to agree in writing to comply with the terms of this Policy and/or to sign a confidentiality agreement.

f.No Insider may give trading advice of any kind about the Company to anyone while the Insider is aware of MNPI about the Company, except that Insiders should advise others not to trade if doing so might violate the law or this Policy. The Company strongly discourages all Insiders from giving trading advice concerning the Company’s securities to third parties at all times, whether or not the Insiders are aware of MNPI about the Company.

g.Section 16 Individuals are subject to the terms of the Company’s Hedging & Pledging Policy. Insiders who are not Section 16 Individuals are strongly discouraged from trading in any interest or position relating to the future price of Company securities, such as a put, call or short sale. Such transactions may permit an Insider to continue to own securities of the Company, but without the full risks and rewards of ownership. When that occurs, the Insider may no longer have the same objectives as the Company’s other stockholders. Moreover, certain short-term or speculative transactions in the Company’s securities by employees, officers and directors create the potential for heightened legal risk and/or the appearance of improper or inappropriate conduct involving the Company’s securities.

h.No Insider may (a) trade in the securities of any other public company while the Insider is aware of MNPI concerning that company, (b) “tip” or disclose MNPI concerning any other public company to anyone, or (c) give trading advice of any kind to anyone

i.No employee shall post any MNPI about the Company on any Internet message board at any time. Violation of these prohibitions may result in termination and, in the case of inside information, possible investigation and enforcement by the SEC.

j.The trading prohibitions of this Policy do not apply to gifts of Company securities to Immediate Family or controlled entities that are also subject to this Policy. All other gifts are subject to this Policy, including the trading windows and blackout periods described in Section 10 and trade approval procedures described in Section 11.

a.All individuals who supervise, direct, or manage the activities of any other employee of the Company may be deemed a “Controlling Person” for purposes of insider trading liability.

b.A Controlling Person may be subject to liability for insider trading or tipping by a controlled person if the Controlling Person knows or recklessly disregarded that the controlled person was likely to violate insider trading laws and failed to take steps to prevent such activity.

d.All Controlling Persons are encouraged to be vigilant in monitoring the activities of controlled persons with respect to possessing, having access to or otherwise being aware of MNPI and promptly report any suspicious activity to the Compliance Officer.

e.Controlling Persons are subject to a civil penalty of $1 million or three times the amount of profits realized or losses avoided, and a criminal penalty of up to $25 million due to insider trading or tipping of controlled persons.

a. Trading Window for Section 16 Individuals and Certain Designated Insiders – Subject to obtaining an exception for hardship from the Compliance Officer in accordance with the procedures set forth in Section 11 below, Section 16 Individuals and other Insiders who are designated by the Compliance Officer as being subject to the Company’s quarterly trading blackout periods may not trade in (or gift) Company securities during the applicable quarterly blackout period described below.

i. Flash Report Recipients – Section 16 Individuals and other Insiders who receive the “Flash Report”, which is a draft of Company’s revenue and pre-tax earnings by operation distributed by the Company’s accounting department, may not trade in Company securities during the period beginning on the date that each person receives such report through close of market on the first full trading day following the Company’s widespread public release of quarterly or year-end earnings.

ii. Other Section 16 Individuals and Key Employees – Directors and Other Designated Insiders. Directors and other Insiders designated by the Compliance Officer who do not receive the “Flash Report” may not trade in Company securities during the period beginning on the date that each person receives materials for the quarterly meeting of the Board of Directors through close of market on the first full trading day following the Company’s widespread public release of quarterly or year-end earnings.

b. Special Blackout Periods – The Compliance Officer may designate special blackout periods during which trading in Company securities is prohibited for certain designated groups, which may include Section 16 Individuals and certain or all Insiders.

c. No Trading During Trading Windows While in the Possession of MNPI – No Insiders who are aware of MNPI concerning the Company may trade in Company securities even during applicable trading windows. Persons who are aware of such information may trade during a trading window only after close of market on the first full trading day following the Company’s widespread public release of the information.

c. No Trading During Blackout Periods – No Section 16 Individuals or other Insiders who are designated by the Compliance Officer as subject to the Company’s blackout periods may trade in Company securities outside of the applicable trading windows or during any special blackout periods to which they are subject (as designated by the Compliance Officer). No Section 16 Individual or designated Insider who is subject to a blackout period may disclose to any outside third party that a special blackout period has been designated. However, any such blackout period and the trading restrictions imposed thereunder shall not apply to trades made pursuant to a Pre-Approved Insider Trading Plan that was entered into prior to such blackout period in compliance with the requirements of Section 14 below.

d. Exceptions for Hardship Cases – The Compliance Officer may, on a case-by-case basis, authorize trading in Company securities outside of the applicable trading windows (but not during special blackout periods) due to financial hardship or other hardships, but only in accordance with the procedures set forth in Section 11.b below. Such instances are expected to be rare.

b. Hardship Trades – The Compliance Officer may, on a case-by-case basis, authorize trading in Company securities outside of the applicable trading windows (but not during special blackout periods) due to financial hardship or other hardship only after:

ii. The person trading has certified to the Compliance Officer in writing no earlier than two business days prior to the proposed trade that he or she is not aware of MNPI concerning the Company; and

c. No Obligation to Approve Trades – The existence of the foregoing approval procedures does not in any way obligate the Compliance Officer to approve any trades requested by Section 16 Individuals or hardship applicants. The Compliance Officer may reject any trading requests at his sole reasonable discretion.

Restricted Stock Awards – The trading prohibitions and restrictions of this Policy do not apply to the vesting of restricted stock, or the exercise of a tax withholding right pursuant to which an employee elects to have the Company withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock. Such trading prohibitions and restrictions will apply, however, to any market sale of restricted stock.

Dividend Reinvestment Plans – The trading prohibitions and restrictions of this Policy do not apply to purchases of Company securities under a Company dividend reinvestment plan, if any, resulting from an employee’s reinvestment of dividends paid on Company securities. Such trading prohibitions and restrictions will apply, however, to voluntary purchases of Company securities resulting from additional contributions an employee chooses to make to a Company

dividend reinvestment plan, and to his or her election to participate in the plan or increase or decrease such employee’s level of participation in the plan. Such prohibitions and restrictions also apply to an employee’s sale of any Company securities purchased pursuant to a dividend reinvestment plan.

The trading prohibitions and restrictions set forth in this Policy will be superseded by any greater prohibitions or restrictions prescribed by federal or state securities laws and regulations, e.g., short-swing trading by Section 16 Individuals or restrictions on the sale of securities subject to Rule 144 under the Securities Act of 1933. Any Insider who is uncertain whether other prohibitions or restrictions apply should ask the Compliance Officer.

a. Where referenced within this Policy, an Insider may elect to trade in Company securities pursuant to a written plan or set of instructions to another person (a “Trading Plan”).

b. The entry into, amendment and termination of Trading Plans are subject to pre-approval by the Compliance Officer. A Trading Plan will not be approved unless it contains the following provisions:

i. A Trading Plan must be in writing and signed by the person seeking to adopt the Trading Plan. A Trading Plan must have a duration of at least 6 months and no more than 18 months.

•the specific amount of securities to be traded (either a specified number of securities or a specified dollar value of securities); the price at which the securities are to be traded; and the date on which the order is to be executed (either the specific day of the year on which the order is to be executed—or as soon thereafter as is practicable under ordinary principles of best execution—in the case of a market order, or, in the case of a limit order, a day of the year on which the limit order is in force); OR

•a written formula or algorithm, or computer program for determining the amount of securities to be purchased or sold and the price at which and the date on which the securities are to be purchased or sold; OR

influence over how, when, or whether to effect trades. Reliance upon this provision will also require a signed affirmation by the Representative that such Representative will not exercise this complete grant of discretion to trade on such securities while such Representative is aware of MNPI about the Company or its securities.

•For Section 16 Individuals, the cooling off period shall begin on the date the Trading Plan is adopted or modified and end on the later of: (a) close of market on the 90th day following such adoption or modification of the Trading Plan, or (b) two business days following the disclosure on Form 10-Q or Form 10-K of the Company’s financial results for the fiscal quarter in which the plan was adopted or modified (but in any event, the required cooling off period is subject to a maximum of 120 days after the date of adoption of the Trading Plan).

•For all other Insiders, the cooling off period shall begin on the date the trading plan is adopted (or modified) and end at close of market on the 30th day following the date of adoption or modification of the Trading Plan.

•No cooling off period shall be required following a modification of a Trading Plan that does not change the sales or purchase prices or price ranges, the amount of securities to be sold or purchased or the timing of transactions under the Trading Plan.

v. If a Trading Plan is adopted, all trades must be made pursuant to the Trading Plan. Insiders seeking to utilize a Trading Plan may not, in any manner, alter or deviate from the trading instructions set forth in a Trading Plan, including changing the amount, price, or timing of the trade.

vi. Trading Plans may be terminated or amended with the prior approval of the Compliance Officer. However, termination or amendment of the Trading Plan could put into question the protection afforded by to the Trading Plan under the Exchange Act. A plan participant that terminates a Trading Plan prior to its stated duration should not trade in Company securities (including pursuant to a new Trading Plan) until the later of (i) the next trading window, or (ii) 90 days following such termination or amendment of the Trading Plan for Section 16 Individuals and 30 days following such termination or amendment of the Trading Plan for all other Insiders. Any new Trading Plan is subject to the cooling off periods described above. An Insider may not in any way discuss with his or her designated

Representative or stockbroker the Company, information about the Company, or the timing of trading in the Company’s securities (other than to confirm that he or she has given instructions and set forth their contents).

viii. No Insider seeking to adopt a Trading Plan may do so if he or she is aware of any Material Nonpublic Information about the Company or Company securities, or any information at variance with the Company’s statements to investors.

ix. Any Insider seeking to adopt a Trading Plan must enter into such Trading Plan in good faith and not as a part of a plan or scheme to evade the prohibitions of any insider trading laws, rules or regulations and the Insider must act in good faith for the duration of the Trading Plan.

x. No Insider may enter into or amend a Trading Plan outside of a trading window described in Section 10 above or during any quarterly or special blackout periods.

xi. Multiple or overlapping Trading Plans are prohibited, subject to certain exceptions. A Trading Plan providing for an eligible sell-to-cover transaction will not be considered an outstanding or additional Trading Plan. Additionally, a plan participant may adopt a new Trading Plan to replace an existing Trading Plan before the scheduled termination date of such existing Trading Plan so long as the first scheduled trade under the new Trading Plan does not occur prior to the last scheduled trade(s) of the existing Trading Plan and otherwise complies with these Guidelines and any other requirements established by the Compliance Officer.

xii. Insiders are limited to one “single-trade” Trading Plan in any consecutive 12-month period. A “single-trade” Trading Plan is generally one which is designed to effect an open-market sale (or purchase) of the total amount of the securities subject to the Trading Plan in a single transaction. A sell-to-cover transaction, which authorizes a sale by a broker of only such securities necessary to satisfy tax withholding obligations arising from the vesting of a Company compensatory award, is generally exempt from the limitation on “single-trade” Trading Plans.

xiii. For Section 16 Individuals, Form 4 filings reporting transactions effected under a Trading Plan will indicate that the reported transaction(s) was made pursuant to a Trading Plan.

c.The Company reserves the right to reject any Trading Plan which, in its judgment, does not satisfy the requirements above or that generally does not comply with the provisions of Rule 10b5-1 of the Exchange Act.


Original Effective Date: February 4, 2019			Current Version Date: February 15, 2024
Last Review Date: February 2024			Next Review Date: September 2025