System1 Inc. filed SEC Form 8-K: Leadership Update, Other Events, Financial Statements and Exhibits
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Computer Software: Programming Data Processing
Technology
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): December 1, 2025
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Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Directors
On December 1, 2025, in connection with the consummation of the sale by Cannae Holdings, LLC of 2,344,482 Class A Shares of Company Stock of System1, Inc. (the "Company") described in further detail in Item 8.01 below, Ryan Caswell notified the Board of Directors (the "Board") of the Company of his resignation from the Board, effective as of the close of business on December 1, 2025. Mr. Caswell did not serve on a Committee of the Board as of the effective date of his resignation from the Board. Mr. Caswell’s resignation from the Company’s Board did not arise as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Section 8 - Other Events
Item 8.01 Other Events.
Sale of Shares by Cannae Holdings LLC
On December 1, 2025, Cannae Holdings, LLC ("Cannae"), the Company’s largest individual shareholder, completed the sale of 2,344,482 shares of the Company’s Class A Common Stock (the "Cannae Shares") in a privately negotiated off-market transaction (the "Cannae Share Sale") to Kenloch Holdings, LLC ("Kenloch"), a new entity formed by certain members of management and independent directors of the Company and managed by Michael Blend, the Company’s co-founder, chief executive officer and chairman of the board. Pursuant to the terms of the Cannae Share Sale, Kenloch purchased the Cannae Shares for an aggregate purchase price of $9,979,315.50 (or $4.2565 per share), consisting of (i) $5,239,328.11 paid in cash and (ii) a secured promissory note in the aggregate principal amount of $4,739,987.39 (the "Promissory Note"), which is secured by the Cannae Shares.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| System1, Inc. | ||||||||||||||
| Date: | December 3, 2025 | By: | /s/ Daniel J. Weinrot | |||||||||||
Name: | Daniel J. Weinrot | |||||||||||||
Title: | General Counsel & Corporate Secretary | |||||||||||||
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