SCHEDULE: Cannae Holdings Sells Entire Paysafe Stake for $16.5M

Cannae Holdings, LLC has divested its remaining 2.46 million common shares in Paysafe Ltd. to the issuer for approximately $16.5 million, ending its beneficial ownership.

Summary

• Cannae Holdings, LLC sold 2,462,237 Common Shares of Paysafe Ltd. to the Issuer in a privately negotiated transaction.
• The sale occurred on November 24, 2025, at a price of $6.6958 per share.
• The aggregate value of the transaction was approximately $16,486,563.
• Following this transaction, Cannae Holdings, Inc. and Cannae Holdings, LLC 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deemed part of a group beneficially owning more than five percent of the Common Shares and Cannae Holdings, LLC has withdrawn from the Shareholder Agreement.

Sentiment

Score: 5

Explanation: The filing reports a factual transaction where a significant shareholder fully exited its position, and the issuer repurchased shares. This is a neutral event in terms of operational performance, though it has implications for capital structure and shareholder base. The sentiment is neither overtly positive nor negative based solely on the transaction itself without further context on the share price or strategic implications.

Positives

• Paysafe Ltd. executed a share repurchase, which can reduce the number of outstanding shares and potentially increase earnings per share for remaining shareholders.
• Cannae Holdings successfully exited its investment in Paysafe Ltd.

Negatives

• A significant institutional investor, Cannae Holdings, has fully divested its stake, which could be interpreted negatively by the market.

Risks

• The complete divestment by a major shareholder could signal a lack of confidence in the Issuer's future prospects, potentially impacting investor sentiment.

Future Outlook

The filing does not contain any forward-looking statements or guidance from the reporting persons regarding Paysafe Ltd.'s future operations or financial performance.

Industry Context

This filing primarily details a specific shareholder's divestment and the issuer's share repurchase, rather than broader industry trends. While a major investor's exit could reflect sentiment towards the payments processing industry, the filing itself does not offer such analysis. The share repurchase by Paysafe Ltd. is a capital allocation decision specific to the company.

Corporate Governance

Related Party Transactions

• Cannae Holdings, LLC, a former significant beneficial owner, sold its entire stake of 2,462,237 Common Shares to Paysafe Ltd. in a privately negotiated transaction for approximately $16,486,563. This transaction could be considered a related party dealing given Cannae's prior substantial ownership and involvement.

Stakeholder Impact

• **Shareholders:** The share repurchase by Paysafe Ltd. reduces the total number of outstanding shares, which could potentially lead to an increase in earnings per share for remaining shareholders. The exit of a major institutional investor might also influence market perception and share price volatility.
• **Cannae Holdings:** This transaction marks a complete divestment of their investment in Paysafe Ltd., concluding their financial and governance relationship with the company.

Next Steps

• Cannae Holdings, Inc. and Cannae Holdings, LLC no longer beneficially own any Common Shares of Paysafe Ltd. and have ceased to be part of a group owning more than five percent of the Common Shares.

Key Dates

Keywords

Paysafe Ltd., Cannae Holdings, Share Sale, Schedule 13D, Beneficial Ownership, Share Repurchase, Equity Transaction, Institutional Investor Exit