{"filing":{"accession_number":"0001805833-26-000044","cik":"0001805833","ticker":"SSTPW","company_name":"System1, Inc.","form":"8-K","filing_date":"2026-07-24","report_date":"2026-07-22","primary_document":"sst-20260722.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1805833/000180583326000044/sst-20260722.htm"},"events":[{"id":20341,"run_id":18314,"accession_number":"0001805833-26-000044","anchor_item_number":"5.07","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"System1 held its 2026 annual meeting of stockholders on July 22, 2026, with voting results on three proposals: approval of Series A Cumulative Convertible Preferred Stock issuance, election of three Class I directors (Michael Blend, Caroline Horn, and Taryn Naidu), and ratification of Deloitte and Touche LLP as independent auditor.","company_name":"System1, Inc.","ticker":"SSTPW","filing_date":"2026-07-24","form":"8-K","submitted_at":null,"items":[{"id":19674,"accession_number":"0001805833-26-000044","item_number":"5.07","item_title":"Submission of Matters to a Vote of Security Holders.","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses results of System1's 2026 annual meeting of stockholders held on July 22, 2026, including voting outcomes on three proposals: approval of Series A Cumulative Convertible Preferred Stock issuance, election of three Class I directors (Michael Blend, Caroline Horn, and Taryn Naidu), and ratification of Deloitte and Touche LLP as independent auditor. This is a classic shareholder_vote_results disclosure under Item 5.07, with detailed vote tallies for each proposal.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-24T13:08:16.812492+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":20342,"run_id":18314,"accession_number":"0001805833-26-000044","anchor_item_number":"8.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"summary":"System1 consummated a comprehensive debt exchange and settlement transaction on July 23, 2026, involving the issuance of Series A Cumulative Convertible Preferred Stock to participating lenders and entry into a Priority Credit Agreement, materially restructuring the Company's capital structure and debt obligations.","company_name":"System1, Inc.","ticker":"SSTPW","filing_date":"2026-07-24","form":"8-K","submitted_at":null,"items":[{"id":19671,"accession_number":"0001805833-26-000044","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"Item 3.03 discloses a material modification to the rights of security holders via a Certificate of Designation, incorporated by reference from Item 5.03. This is a governance event involving changes to security holder rights, but the specific nature of the modification is not detailed in the excerpt provided. The reference to a Certificate of Designation (typically used for preferred stock) indicates a structural change to the capital structure that would materially affect investor rights.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-24T13:08:16.812492+00:00","company_name":"","ticker":null,"filing_date":""},{"id":19673,"accession_number":"0001805833-26-000044","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The filing discloses an amendment to the Company's articles of incorporation through the filing of a Certificate of Designation for Series A Cumulative Convertible Preferred Stock with 39,250 shares authorized at $1,022.05 per share. While this is a routine governance/structural filing under Item 5.03, the issuance of preferred stock in connection with a \"Transaction\" (likely a merger or acquisition closing) and the substantial stated value ($40.1 million aggregate) make it material to investors assessing the company's capital structure and dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-24T13:08:16.812492+00:00","company_name":"","ticker":null,"filing_date":""},{"id":19675,"accession_number":"0001805833-26-000044","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses consummation on July 23, 2026 of a comprehensive debt exchange and settlement transaction involving issuance of Preferred Shares to participating lenders and entrance into a Priority Credit Agreement. This represents a material restructuring of the Company's capital structure and debt obligations, constituting a significant financial event that would affect a reasonable investor's assessment of the registrant's financial position and control structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-24T13:08:16.812492+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":20343,"run_id":18314,"accession_number":"0001805833-26-000044","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"Robert Sharp was elected to serve as a director of the Company effective July 23, 2026, in connection with the closing of the debt exchange transaction, pursuant to the Preferred Shareholders' designation rights under the Certificate of Designation for Series A Cumulative Convertible Preferred Stock.","company_name":"System1, Inc.","ticker":"SSTPW","filing_date":"2026-07-24","form":"8-K","submitted_at":null,"items":[{"id":19672,"accession_number":"0001805833-26-000044","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Robert Sharp was elected to serve as a director of the Company effective July 23, 2026, in connection with the closing of a transaction. The disclosure explicitly states he was \"elected\" to the Board pursuant to the Preferred Shareholders' designation rights under the Certificate of Designation. This is a clear appointment of a director, which is material to investors as it affects board composition and governance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-24T13:08:16.812492+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":19671,"accession_number":"0001805833-26-000044","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"Item 3.03 discloses a material modification to the rights of security holders via a Certificate of Designation, incorporated by reference from Item 5.03. This is a governance event involving changes to security holder rights, but the specific nature of the modification is not detailed in the excerpt provided. The reference to a Certificate of Designation (typically used for preferred stock) indicates a structural change to the capital structure that would materially affect investor rights.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-24T13:08:16.812492+00:00","company_name":"System1, Inc.","ticker":"SSTPW","filing_date":"2026-07-24"},{"id":19672,"accession_number":"0001805833-26-000044","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Robert Sharp was elected to serve as a director of the Company effective July 23, 2026, in connection with the closing of a transaction. The disclosure explicitly states he was \"elected\" to the Board pursuant to the Preferred Shareholders' designation rights under the Certificate of Designation. This is a clear appointment of a director, which is material to investors as it affects board composition and governance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-24T13:08:16.812492+00:00","company_name":"System1, Inc.","ticker":"SSTPW","filing_date":"2026-07-24"},{"id":19673,"accession_number":"0001805833-26-000044","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The filing discloses an amendment to the Company's articles of incorporation through the filing of a Certificate of Designation for Series A Cumulative Convertible Preferred Stock with 39,250 shares authorized at $1,022.05 per share. While this is a routine governance/structural filing under Item 5.03, the issuance of preferred stock in connection with a \"Transaction\" (likely a merger or acquisition closing) and the substantial stated value ($40.1 million aggregate) make it material to investors assessing the company's capital structure and dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-24T13:08:16.812492+00:00","company_name":"System1, Inc.","ticker":"SSTPW","filing_date":"2026-07-24"},{"id":19674,"accession_number":"0001805833-26-000044","item_number":"5.07","item_title":"Submission of Matters to a Vote of Security Holders.","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses results of System1's 2026 annual meeting of stockholders held on July 22, 2026, including voting outcomes on three proposals: approval of Series A Cumulative Convertible Preferred Stock issuance, election of three Class I directors (Michael Blend, Caroline Horn, and Taryn Naidu), and ratification of Deloitte and Touche LLP as independent auditor. This is a classic shareholder_vote_results disclosure under Item 5.07, with detailed vote tallies for each proposal.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-24T13:08:16.812492+00:00","company_name":"System1, Inc.","ticker":"SSTPW","filing_date":"2026-07-24"},{"id":19675,"accession_number":"0001805833-26-000044","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The filing discloses consummation on July 23, 2026 of a comprehensive debt exchange and settlement transaction involving issuance of Preferred Shares to participating lenders and entrance into a Priority Credit Agreement. This represents a material restructuring of the Company's capital structure and debt obligations, constituting a significant financial event that would affect a reasonable investor's assessment of the registrant's financial position and control structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-24T13:08:16.812492+00:00","company_name":"System1, Inc.","ticker":"SSTPW","filing_date":"2026-07-24"}]}