System1 closes debt exchange, issues Series A Preferred Stock to lenders

System1, Inc.

On July 23, 2026, System1 consummated a debt exchange and settlement transaction, issuing 39,250 Series A Cumulative Convertible Preferred Shares to participating lenders.
Each Preferred Share has an initial stated value of $1,022.05, reflecting $1,000 per share plus accrued dividends from April 1, 2026.
Stockholders approved the Share Issuance Proposal at the July 22 annual meeting with 6,714,340 votes for and 21,108 against.
Robert Sharp was elected to the board by holders of a majority of Preferred Shares, effective July 23, 2026.
Three Class I directors (Michael Blend, Caroline Horn, Taryn Naidu) were elected at the annual meeting; Deloitte ratified as auditor.

item 3.03 item 5.03 item 5.02 item 5.07 item 8.01 item 9.01

Executive movements

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Appointed

Robert Sharp

director

SST · System1, Inc.

Effective: 2026-07-23
Filed: July 24, 2026, 9:07 AM ET

the holders of a majority of the outstanding Preferred Shares, acting by written consent pursuant to the Certificate of Designation, elected Robert Sharp to serve as a director of the Company, effective as of such date.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Robert Sharp was elected as director at System1, Inc..

Action: elected
Role: director

Exact text from the filing

the holders of a majority of the outstanding Preferred Shares, acting by written consent pursuant to the Certificate of Designation, elected Robert Sharp to serve as a director of the Company, effective as of such date.

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System1, Inc. filing history →

Source: SEC EDGAR

accession 0001805833-26-000044

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