System1 (SST): Cannae Holdings sells 2.34M shares, trims stake to 4.4% of Class A

Rhea-AI Filing Summary

Cannae Holdings has sharply reduced its stake in System1, Inc. (SST) and now holds under 5% of the company’s Class A common stock. In a privately negotiated sale on December 1, 2025, Cannae Holdings, LLC sold 2,344,482 shares of System1 Class A common stock at $4.2565 per share, for total consideration of approximately $10.0 million under a Stock Purchase Agreement dated November 24, 2025. Cannae received $5.2 million in cash at closing and a note receivable for the remaining roughly $4.8 million of proceeds.

Following this transaction, Cannae Holdings, Inc. and Cannae Holdings, LLC report beneficial ownership of 356,797 shares, representing 4.4% of System1’s Class A common stock based on 8,128,321 shares outstanding as of October 29, 2025. They state that, as of this amendment, they are not beneficial owners of more than five percent of the class and may no longer be deemed part of a group that owns more than five percent due to their withdrawal from a shareholder agreement.

Insights

Equity ownership & governance analyst

Cannae reduced its System1 stake below 5%, exiting large‑holder status.

Cannae Holdings discloses that it sold 2,344,482 shares of System1 Class A common stock at $4.2565 per share, for total consideration of approximately $10.0 million. The sale was executed on December 1, 2025 via a privately negotiated Stock Purchase Agreement dated November 24, 2025, with $5.2 million paid in cash at closing and a note receivable covering about $4.8 million.

After this transaction, Cannae reports beneficial ownership of 356,797 shares, or 4.4% of System1’s Class A common stock, using 8,128,321 shares outstanding as of October 29, 2025 as the baseline. Falling below the 5% threshold means Cannae is no longer a statutory 5% holder, and they also note they may no longer be part of a group that beneficially owns more than five percent following their withdrawal from a shareholder agreement.

This change reduces visibility into a previously large shareholder’s influence on System1, as ownership and any coordinated group status have declined. Future company disclosures may provide more details on any ongoing relationships or governance arrangements with Cannae after this reduction.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

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
1701 Village Center Circle,
Las Vegas, NV, 89134
702-323-7330

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

12/01/2025

(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 356,797.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 356,797.00

11

Aggregate amount beneficially owned by each reporting person

356,797.00

12

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

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The calculation in this Amendment No. 9 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.

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 356,797.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 356,797.00

11

Aggregate amount beneficially owned by each reporting person

356,797.00

12

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

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The calculation in this Amendment No. 9 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.

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 1 Comment: This Amendment No. 9 ("Amendment No. 9") 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, March 25, 2025 and November 12, 2025 ("Amendment No. 8" 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. 9 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. 9 shall have the meaning assigned to such term in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is supplemented as follows: On December 1, 2025, Cannae Holdings, LLC sold 2,344,482 shares of Class A common stock of the Issuer for $4.2565 per share, or approximately $10.0 million in the aggregate, in a privately negotiated transaction pursuant to a Stock Purchase Agreement dated November 24, 2025. Cannae Holdings, LLC received $5.2 million of the aggregate sales price at closing and a note receivable for the remaining approximately $4.8 million of proceeds.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is supplemented as follows: Information as of November 25, 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 and the related "Comments for Type of Reporting Person" of the cover pages to this Amendment No. 9 and are incorporated herein by reference into this Item 5 as of the date of this Amendment No. 9.
(b)	Item 5(b) of the Schedule 13D is supplemented as follows: Information as of November 25, 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 and the related "Comments for Type of Reporting Person" of the cover pages to this Amendment No. 9 and are incorporated herein by reference into this Item 5 as of the date of this Amendment No. 9.
(c)	The Reporting Persons have effected a transaction in Class A common stock during the past 60 days as disclosed in Item 4 of this Amendment No. 9 which is incorporated herein by reference.
(d)	Information as of November 25, 2025 with respect to the Schedule A Persons is set forth on Schedule A hereto and is incorporated herein by reference.
(e)	As of the date of this Amendment No. 9, the Reporting Persons are not the beneficial owners of more than five percent of the Class A common stock of the Issuer. Further, the Reporting Persons may no longer be deemed to be part of a group within the meaning of Section 13(d)(3) of the Exchange Act that beneficially owns more than five percent of the Class A common stock of the Issuer as a result of their withdrawal from the Shareholder Agreement in accordance with the terms thereof.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is supplemented as follows: The information required by this Item 6 is set forth in Item 4 of this Amendment No. 9 and is incorporated herein by reference.
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:	12/02/2025

Cannae Holdings, LLC

Signature:	Cannae Holdings, LLC
Name/Title:	Bryan D. Coy, Managing Director and Chief Financial Officer
Date:	12/02/2025

FAQ

What did Cannae Holdings disclose in this Schedule 13D/A about System1 (SST)?

Cannae Holdings, Inc. and Cannae Holdings, LLC reported that they significantly reduced their holdings of System1, Inc. Class A common stock and now beneficially own 356,797 shares, or 4.4% of the outstanding Class A shares, based on 8,128,321 shares outstanding as of October 29, 2025.

How many System1 (SST) shares did Cannae Holdings sell and at what price?

On December 1, 2025, Cannae Holdings, LLC sold 2,344,482 shares of System1 Class A common stock at a price of $4.2565 per share in a privately negotiated transaction, for total consideration of approximately $10.0 million.

How was the $10 million consideration from the System1 share sale to Cannae structured?

Cannae Holdings, LLC received approximately $5.2 million of the aggregate sales price in cash at closing and a note receivable for the remaining roughly $4.8 million of proceeds under the Stock Purchase Agreement dated November 24, 2025.

What is Cannae Holdings’ current ownership percentage in System1 (SST) after this amendment?

After the reported sale, Cannae Holdings, Inc. and Cannae Holdings, LLC beneficially own 356,797 shares, representing 4.4% of System1’s Class A common stock, using 8,128,321 shares outstanding as of October 29, 2025 as reported by System1.

Is Cannae Holdings still considered a 5% beneficial owner or part of a group in System1 stock?

Cannae states that, as of this amendment, the Reporting Persons are not beneficial owners of more than five percent of System1’s Class A common stock and may no longer be deemed to be part of a group that beneficially owns more than five percent, following their withdrawal from a shareholder agreement.

What type of filing is this for System1 (SST) and what does Amendment No. 9 signify?

This disclosure is an Amendment No. 9 to Schedule 13D relating to System1, Inc. It updates prior ownership reports by Cannae Holdings, Inc. and Cannae Holdings, LLC, reflecting the recent sale of shares and the resulting reduction of their beneficial ownership below five percent.