System1 restructures $150M debt with lenders, issuing new preferred stock and settling litigation

Filed June 1, 2026 · Period ending May 29, 2026 · ~1 min read

Key Changes

• high

  System1 exchanged existing loans for $150M new term loan (SOFR+5%, Jan 2031 maturity), $39.3M convertible preferred stock, and $31.4M cash payment to settle all disputes with lenders.

  Item 1.01 verify on EDGAR →
• high

  New preferred stock converts to common at $10.40/share, representing ~27% dilution. Preferred holders get 7% annual dividends and right to elect one board director.

  Item 1.01 verify on EDGAR →
• high

  Transaction requires stockholder approval at 2026 annual meeting per NYSE rules. Company expects Q3 2026 closing, creating execution risk if shareholders reject the deal.

  Item 1.01 verify on EDGAR →