System1 Form 4: Moujan Kazerani Awarded RSUs After Reverse Split

Rhea-AI Filing Summary

Form 4 overview: On 07/31/2025 System1 (SST) granted Director Moujan Kazerani 15,000 restricted stock units (RSUs) under the 2022 Incentive Award Plan. Each RSU converts 1-for-1 into Class A common stock.

Vesting  schedule: The award vests in four equal tranches on 15 Sep 2025, 15 Dec 2025, 15 Mar 2026 and 15 Jun 2026, conditional on continued Board service. The grant was reported at $0 since no cash changed hands.

Post-transaction holdings: Kazerani now beneficially owns 40,292 Class A shares (including 15,000 unvested RSUs), all held directly. No shares were sold or otherwise disposed of.

Context: The company completed a 1-for-10 reverse split on 11 Jun 2025; share counts in this filing reflect the adjusted capital structure. The incremental dilution from the RSU award is immaterial but further aligns a non-executive director with shareholder interests.

Positive

• Increased insider alignment: Additional 15,000 RSUs tie the director’s compensation to SST’s share performance.

Negative

• Slight dilution: Although small, the new shares marginally expand SST’s share count post-reverse split.

Insights

Securities Analyst

TL;DR: Routine director RSU grant; negligible dilution; neutral cash impact.

Equity compensation of 15 k RSUs increases insider ownership to 40 k shares post-split. Because the award vests over four quarters and is valued at issuance, it adds no immediate cash cost and only minimal dilution relative to SST’s float. No insider selling occurred, so the filing neither signals liquidity needs nor insider pessimism. Net effect on valuation or near-term trading dynamics is neutral.

Corporate Governance Expert

TL;DR: Standard board-level equity grant enhances alignment; governance status quo.

Granting RSUs instead of cash retains directors while conserving cash after the June reverse split. Quarterly vesting encourages long-term oversight consistency. The size is in line with mid-cap peer norms, so investors should view this as ordinary-course governance practice rather than a strategic shift.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Kazerani Moujan

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	15,000	$0.00	--

Holdings After Transaction: Class A Common Stock — 40,292 shares (Direct)

Footnotes (1)

1. Represents a grant of 15,000 restricted stock units ("RSUs) which convert into Class A Common Stock on a one-for-one basis, pursuant to the 2022 Incentive Award Plan of the Issuer in connection with Ms. Kazerani's continued service as a member of its Board of Directors as of the close of business on the date of its annual shareholder meeting. The RSUs vest in four (4) substantially equal quarterly installments on each of September 15, 2025, December 15, 2025, March 15, 2026 and June 15, 2026 as long Ms. Kazerani continues to serve as a Director of the Issuer through the applicable vesting dates. Includes 15,000 unvested RSUs. Represents the total number of shares held after the Issuer's completion of a 1-for-10 reverse stock split that occurred on June 11, 2025.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kazerani Moujan

(Last) (First) (Middle)

4235 REDWOOD AVE

(Street)

LOS ANGELES CA 90066

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
System1, Inc. [ SST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/31/2025		A		15,000(1)	A	$0	40,292(2)(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a grant of 15,000 restricted stock units ("RSUs) which convert into Class A Common Stock on a one-for-one basis, pursuant to the 2022 Incentive Award Plan of the Issuer in connection with Ms. Kazerani's continued service as a member of its Board of Directors as of the close of business on the date of its annual shareholder meeting. The RSUs vest in four (4) substantially equal quarterly installments on each of September 15, 2025, December 15, 2025, March 15, 2026 and June 15, 2026 as long Ms. Kazerani continues to serve as a Director of the Issuer through the applicable vesting dates.

2. Includes 15,000 unvested RSUs.

3. Represents the total number of shares held after the Issuer's completion of a 1-for-10 reverse stock split that occurred on June 11, 2025.

Remarks:

	/s/ Daniel Weinrot, Attorney-in-Fact for Moujan Kazerani	08/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many System1 (SST) shares did Director Moujan Kazerani receive?

She was awarded 15,000 restricted stock units, convertible 1-for-1 into Class A common shares.

What is the vesting schedule for the RSUs granted on 07/31/2025?

The RSUs vest in four equal tranches on Sep 15 2025, Dec 15 2025, Mar 15 2026, and Jun 15 2026.

What is Kazerani’s total beneficial ownership after this Form 4 filing?

She now beneficially owns 40,292 Class A shares, including the 15,000 unvested RSUs.

Did the filing report any insider sales of SST stock?

No. The Form 4 only reports an equity grant; there were no dispositions.

How does the 1-for-10 reverse stock split affect the share figures?

All share counts in the filing already reflect the June 11 2025 reverse split.