SCHEDULE: Cannae Holdings Exits Paysafe Stake in $16.5M Sale

Cannae Holdings, Inc. and Cannae Holdings, LLC have fully divested their entire stake in Paysafe Ltd. through a privately negotiated transaction with the issuer.

Summary

• Cannae Holdings, Inc. and Cannae Holdings, LLC (the "Reporting Persons") filed Amendment No. 7 to their Schedule 13D.
• On November 24, 2025, Cannae Holdings, LLC sold 2,462,237 Common Shares of Paysafe Ltd. to the Issuer.
• The sale was a privately negotiated transaction at a price of $6.6958 per share.
• The aggregate value of the transaction was approximately $16,486,563.
• Following this transaction, the Reporting Persons no longer beneficially own any Common Shares of Paysafe Ltd.
• The Reporting Persons are no longer deemed part of a group beneficially owning more than five percent of the Common Shares and have withdrawn from the Shareholder Agreement.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative for Paysafe Ltd. due to the complete exit of a major institutional investor, which can be perceived as a lack of confidence. While a share buyback can be positive, the context of a full divestment by a significant holder often overshadows this.

Positives

• Paysafe Ltd. executed a share buyback, repurchasing 2,462,237 Common Shares, which can reduce the number of outstanding shares and potentially increase earnings per share for remaining shareholders.
• Cannae Holdings successfully divested its entire remaining stake, realizing approximately $16.5 million from the sale.

Negatives

• A significant institutional investor, Cannae Holdings, has completely exited its position in Paysafe Ltd., which could be interpreted by the market as a lack of long-term confidence.
• The withdrawal of Cannae Holdings from the Shareholder Agreement removes a major shareholder from active involvement in corporate governance.

Risks

• The complete divestment by a major institutional holder like Cannae Holdings could lead to negative market sentiment or a re-evaluation of Paysafe's stock by other investors.
• The absence of a significant institutional voice like Cannae Holdings might alter the dynamics of corporate governance and strategic direction.

Future Outlook

The filing primarily details a past transaction and does not provide explicit forward-looking statements or guidance from Paysafe Ltd. However, the complete divestment by Cannae Holdings suggests their future outlook on Paysafe no longer includes direct equity ownership.

Management Comments

• Bryan D. Coy, Managing Director and Chief Financial Officer of Cannae Holdings, Inc. and Cannae Holdings, LLC, certified the information set forth in the statement.

Industry Context

This filing represents a specific ownership change for Paysafe Ltd. and Cannae Holdings, rather than a broad industry trend. It reflects a strategic decision by Cannae Holdings to exit its investment in the payments processing sector company, Paysafe.

Comparison to Industry Standards

• This filing details a specific beneficial ownership change and does not contain information suitable for direct comparison to global industry benchmarks or specific comparable companies' operational results or projects.

Corporate Governance

Related Party Transactions

• Cannae Holdings, LLC, a former significant shareholder and party to a Shareholder Agreement, sold 2,462,237 Common Shares to Paysafe Ltd. in a privately negotiated transaction for approximately $16.5 million. This transaction constitutes a related party dealing given their prior relationship and ownership.

Stakeholder Impact

• Shareholders: The exit of a major institutional investor could lead to a re-evaluation of Paysafe's stock and potentially impact its share price. The share buyback could be seen as positive for remaining shareholders by reducing share count.
• Management: The company's management will no longer have Cannae Holdings as a significant shareholder or party to the Shareholder Agreement, potentially altering strategic discussions and board dynamics.

Next Steps

• Cannae Holdings, Inc. and Cannae Holdings, LLC have completed their divestment and withdrawn from the Shareholder Agreement, indicating no further direct actions regarding Paysafe Ltd. from these entities.

Key Dates

Keywords

Paysafe, Cannae Holdings, Schedule 13D, Share Sale, Beneficial Ownership, Divestment, Share Buyback, Institutional Investor, Corporate Governance