Cannae updates System1 13D/A: 33.2% of Class A, 27% voting

Rhea-AI Filing Summary

System1, Inc. (SST): Cannae updates ownership on Schedule 13D/A. Cannae Holdings, Inc. and Cannae Holdings, LLC report beneficial ownership of 2,701,279 shares of Class A common stock, representing 33.2% of the Class A outstanding. The percentage is calculated based on 8,128,321 Class A shares outstanding as of October 29, 2025, as reported in the company’s Form 10‑Q filed on November 5, 2025.

The filing notes that System1’s reported increase in Class A shares outstanding changed Cannae’s ownership by more than one percent versus the prior amendment. Cannae reports 27.0% total voting power. The filing states no ownership of the 1,869,607 Class C shares outstanding as of October 29, 2025. The reporting persons disclose no transactions in Class A shares during the past 60 days.

The filing references a Shareholders Agreement under which certain parties may constitute a “group,” with members filing separate Schedules 13D; the reporting persons disclaim beneficial ownership of shares solely by reason of that agreement.

Insights

Equity ownership & disclosure analyst

Neutral update: stake now 33.2% of Class A; voting 27.0%.

Cannae reports beneficial ownership of 2,701,279 Class A shares, calculated as 33.2% based on 8,128,321 shares outstanding as of October 29, 2025. The change was triggered by the issuer’s increased Class A share count disclosed in the November 5, 2025 Form 10‑Q, rather than by recent purchases or sales.

The filing cites 27.0% total voting power, reflecting the presence of Class C shares, of which the reporting persons hold none (1,869,607 outstanding as of October 29, 2025). No transactions occurred in the past 60 days. This is an administrative ownership percentage update; actual impact depends on future disclosures and corporate actions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

System1, Inc.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

87200P109

(CUSIP Number)

Bryan D. Coy c/o Cannae
1701 Village Center Circle,
Las Vegas, NV, 89134
702-323-7330

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/05/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 87200P109

1

Name of reporting person

Cannae Holdings, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,701,279.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,701,279.00

11

Aggregate amount beneficially owned by each reporting person

2,701,279.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

33.2 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 87200P109

1

Name of reporting person

Cannae Holdings, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,701,279.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,701,279.00

11

Aggregate amount beneficially owned by each reporting person

2,701,279.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

33.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

This Amendment No. 8 ("Amendment No. 8") amends the statement on Schedule 13D originally filed by Cannae Holdings, Inc. ("CHI") and Cannae Holdings, LLC ("CHL") (each individually a "Reporting Person" and collectively, the "Reporting Persons") on February 7, 2022, and amended on April 21, 2022, May 23, 2022, March 14, 2023, November 17, 2023, December 4, 2023, March 15, 2024 and March 25, 2025 ("Amendment No. 7" and as amended thereafter from time to time, the "Schedule 13D") and relates to the Class A common stock, par value $0.0001 per share ("Class A common stock"), of System1, Inc. (the "Issuer" or the "Company"). Except as specifically provided herein, this Amendment No. 8 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated, each defined term used but not defined in this Amendment No. 8 shall have the meaning assigned to such term in the Schedule 13D. On November 5, 2025, the Issuer filed its Quarterly Report on Form 10-Q and reported an increase in its total Class A common stock outstanding. As a result, the Reporting Persons ownership changed by more than one percent from its ownership reported in Amendment No. 7.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A common stock, par value $0.0001 per share
(b)	Name of Issuer: System1, Inc.
(c)	Address of Issuer's Principal Executive Offices: 4235 Redwood Avenue, Marina Del Rey, CALIFORNIA , 90066.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is supplemented as follows: Information as of November 7, 2025 with respect to the Schedule A Persons is set forth on Schedule A hereto and is incorporated herein by reference. The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Amendment No. 8, as of the date of this Amendment No. 8, are incorporated herein by reference. The calculation in this Amendment No. 8 of the percentage of Class A common stock outstanding beneficially owned by a Reporting Person or a Schedule A Person is based on 8,128,321 shares of Class A common stock outstanding as of October 29, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2025. As of the date of this Amendment No. 8, the Reporting Persons beneficially owned an aggregate of 2,701,279 shares of Class A common stock directly held by CHL, which represents approximately 33.2% of the outstanding Class A common stock. None of the Reporting Persons beneficially own any of the 1,869,607 shares of Class C common stock, par value $0.0001 per share, of the Issuer (the "Class C common stock") outstanding as of October 29, 2025 (such outstanding shares based on information reported by the Issuer in its Quarterly Report on Form 10-Q). Holders of Class A common stock and Class C common stock are entitled to cast one vote per share of Class A common stock or Class C common stock on each matter submitted to the Issuer stockholders. Accordingly, the shares of Class A common stock beneficially owned by the Reporting Persons had a total voting power of 27.0%. By virtue of the Shareholders Agreement, CHL, BGPT, Michael Blend, Chuck Ursini, Nick Baker, and Just Develop It Limited, may constitute a group (the "Group") within the meaning of Section 13(d) of the Exchange Act. The members of the Group are each filing separate Schedules 13Ds to report the shares of Class A common stock that they may be deemed to beneficially own. The Reporting Persons expressly disclaim beneficial ownership over any shares of Class A common stock that such Reporting Person may be deemed to beneficially own solely by reason of the Shareholders Agreement.
(b)	2701279
(c)	None of the Reporting Persons, or, to the knowledge of the Reporting Persons, any Schedule A Persons, has engaged in any transaction in any shares of Class A common stock during the past 60 days.
Item 7.	Material to be Filed as Exhibits.
	SCHEDULE A

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Cannae Holdings, Inc.

Signature:	Cannae Holdings, Inc.
Name/Title:	Bryan D. Coy, Chief Financial Officer
Date:	11/12/2025

Cannae Holdings, LLC

Signature:	Cannae Holdings, LLC
Name/Title:	Bryan D. Coy, Managing Director and Chief Financial Officer
Date:	11/12/2025

FAQ

What stake in System1 (SST) does Cannae report in this 13D/A?

Cannae reports 2,701,279 shares of Class A common stock, representing 33.2% of the Class A outstanding.

What share count did System1 report and as of what date?

System1 reported 8,128,321 Class A shares outstanding as of October 29, 2025 in its Form 10‑Q filed on November 5, 2025.

What voting power does Cannae report over System1?

The filing states Cannae’s shares had a total voting power of 27.0%.

Did Cannae report any transactions in the last 60 days?

No. The filing states no transactions in Class A shares during the past 60 days.

Does Cannae own any of System1’s Class C shares?

No. The filing states Cannae owns none of the 1,869,607 Class C shares outstanding as of October 29, 2025.

Why did Cannae’s reported percentage change?

System1’s Form 10‑Q reported an increase in Class A shares outstanding, which changed the percentage by more than one percent.

Is there a group under a Shareholders Agreement?

The filing notes parties may constitute a group under a Shareholders Agreement and are filing separate Schedules 13D; Cannae disclaims beneficial ownership solely by reason of that agreement.