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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On April 10, 2024, the Board of Directors (the “Board”) of System, Inc. (the “Company”) appointed Charles Ursini to serve as a Class II director and Ryan Caswell to serve as a Class III director of the Board. As a Class II director, Mr. Ursini will be up for re-election at the Company’s annual meeting of stockholders to be held in 2024. As a Class III director, Mr. Caswell will be up for re-election at the Company’s annual meeting of stockholders to be held in 2025. Only Mr. Caswell will receive compensation in accordance with the Company’s compensation arrangements for non-management directors, which amount shall be pro-rated for compensation amounts payable through the Company’s annual meetings of stockholders to be held in 2024.

Mr. Caswell has served as the President of Cannae Holdings, Inc. (NYSE: CNNE), a publicly traded holding company, since February 2023, and previously served as its Senior Vice President of Corporate Finance from September 2020 to February 2023. Mr. Caswell also previously served as a Managing Director and Partner of Trasimene Capital Management, LLC, Cannae Holdings’ external manager until March 2024. Mr. Caswell leads the sourcing, execution, and management of many of Cannae Holdings investments and portfolio companies. He currently serves, or has previously served, on the board of directors of multiple companies, including Amerilife, CorroHealth, FC Lorient, TripleTree Holdings and WineDirect, among others, and previously served on the Company’s Board from June to August 2023. Prior to joining Cannae Holdings, Mr. Caswell previously served as a Managing Director in the investment banking division at BofA Securities. Mr. Caswell received his bachelor of arts in economics from Stanford University.

Mr. Ursini is a Co-Founder of the Company’s predecessor business, and currently serves as a member of its senior management team. Previously, Mr. Ursini served as the Company’s first chief executive officer from its initial founding as OpenMail in 2014 until 2020, and also served as a Director of OpenMail/S1 Holdco until January 2022, when the business combination with Trebia Acquisition Corp. was consummated. Prior to System1, Mr. Ursini served in various roles at Leaf Group Ltd. (formerly Demand Media, Inc.) where he oversaw several business units including B.I., Analytics, Monetization & Optimization, and Demand Studios, and most recently held the position of Executive Vice President, Platforms. Prior to Leaf Group/Demand Media, Mr. Ursini was an analyst at Amazon, and started his career as a [bond trader] at Morgan Stanley and UBS. Mr. Ursini received a BBA in Finance & Accounting from Washington State University and his MBA from the University of Southern California.

The Company determined that Mr. Caswell qualifies as independent under the general independence standards of the New York Stock Exchange (“NYSE”) and as independent under certain heightened independence standards of the NYSE and the Securities and Exchange Commission applicable to the audit committee, and that Mr. Ursini does not qualify as independent under the general independence standards of the NYSE, as he currently serves as a member of the Company’s senior management team. Mr. Caswell will be compensated for his services on the Board on the same basis as each of the Company’s other non-employee directors pursuant to the Company’s Non-Employee Director Compensation Program. The Company will also enter into an indemnification agreements with Messrs. Caswell and Ursini on the same basis as each of the Company’s other directors.

Mr. Caswell was nominated for appointment to the Board as one of Cannae Holdings’ two permitted designees to serve on the Company’s Board pursuant to the Shareholders Agreement, dated as of January 27, 2022 (the “Shareholders Agreement”), by and among the (i) Company, (ii) Trasimene Trebia, L.P. and BGPT Trebia LP (the “Trebia Sponsors), (iii) Cannae Holdings, Inc. (“Cannae Holdings” and, together with the Trebia Sponsors, the “Trebia Investors”), (iv) Michael Blend, (v) Charles Ursini, (vi) Nick Baker and (vii) Just Develop It Ltd. (“JDI” and, together with Messrs. Blend, Ursini and Baker, the “Founder Shareholders”).

Mr. Ursini was nominated for appointment to the Board as one of two permitted Founder Designees to serve on the Company’s Board pursuant to the Shareholders Agreement. There are no family relationships between either Messrs. Caswell and Ursini and any director or executive officer of the Company, and neither Messrs. Caswell nor Ursini is a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with the appointment of Messrs. Ursini and Caswell to the Company’s Board, on April 10, 2024, the Board also voted to increase the size of the Board from ten (10) directors to eleven (11) directors, with the additional director being a Class III director of the Board, with a term expiring at the Company’s annual meeting to be held in 2025.

(d) Exhibits.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						System1, Inc.
Date:			April 12, 2024			By:			/s/ Daniel J. Weinrot
						Name:			Daniel J. Weinrot
						Title:			General Counsel & Corporate Secretary