Welcome to our dedicated page for System1 SEC filings (Ticker: SST), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
System1, Inc. filings document the company’s operating results, supplemental financial information and material corporate events as a public customer acquisition marketing platform. Recent Form 8-K disclosures include quarterly and annual financial-result releases, Regulation FD exhibits, investor presentations, and reconciliations for non-GAAP measures such as adjusted gross profit and adjusted EBITDA.
The filing record also covers governance and capital-structure matters, including director changes, ownership-related transactions involving Class A common stock, and NYSE continued-listing compliance disclosures. These filings provide formal records of System1’s reported financial performance, board composition, securities matters and exchange-status communications.
System1, Inc. is soliciting proxies for its virtual Annual Meeting on July 22, 2026. The Board asks shareholders to approve the issuance of 39,250 shares of Series A Cumulative Convertible Preferred Stock as part of a debt exchange with participating lenders, a condition to close the exchange.
Under the Exchange Agreement, the company would replace existing loans with a new $150.0 million term facility, issue the Preferred Shares with an aggregate initial stated value of $39.25 million and pay a one-time cash consideration of $31,379,300.18, subject to adjustments. The Preferred Shares are convertible at an initial conversion price of $10.40, which would equate to 3,775,000 Class A shares upon conversion and represents approximately 37.8% of outstanding Common Stock as of the record date. The transaction is conditioned on shareholder approval, execution of definitive credit and stock purchase agreements, dismissal of specified litigation, and other customary closing conditions.
The proxy also covers election of three Class I directors and ratification of Deloitte & Touche LLP as independent auditors. The Board unanimously recommends a vote FOR all proposals.
Kidambi Tridivesh reported acquisition or exercise transactions in this Form 4 filing.
System1, Inc. reported that Chief Financial Officer Tridivesh Kidambi received a grant of 35,300 restricted stock units, each equal to one share of Class A Common Stock. The award was fully vested on the grant date, increasing his direct holdings to 181,815 shares. This total includes 52,514 unvested RSUs that remain subject to vesting conditions.
System1, Inc. entered into a comprehensive exchange agreement with all existing term loan and revolver lenders to overhaul its capital structure and settle all outstanding disputes. The company will replace its $252.6 million term loan and $50.0 million revolver with a new $150.0 million term loan maturing in January 2031, the issuance of 39,250 shares of Series A Cumulative Convertible Preferred Stock with an aggregate initial stated value of $39.3 million, and a one-time cash payment of about $31.4 million.
The preferred stock carries a 7.00% annual cumulative dividend, a liquidation preference at 1.0x stated value plus accrued dividends, and is initially convertible at $10.40 per share, representing roughly 27.4% of common equity on an as-converted basis. Holders gain the right to elect one independent director and receive consent rights over certain actions, including additional indebtedness above $175.0 million. The new term loan bears interest at SOFR + 5.00%, with up to 50% payable in kind and quarterly amortization of $375,000.
The company states that, at closing, total indebtedness will have been reduced by over $160 million from the beginning of the year and maturities extended to 2031, with 100% lender participation. Closing is subject to stockholder approval of the preferred share issuance and other conditions, and is expected in the third quarter of 2026.
System1, Inc. furnished supplemental financial information for the quarter ended March 31, 2026, including detailed GAAP and non-GAAP results. The company generated revenue of $37,234 thousand and recorded an operating loss of $51,037 thousand, driven in part by a $36,822 thousand goodwill impairment.
Net income (loss) from continuing operations was $(57,591) thousand, while adjusted EBITDA, which removes items such as depreciation, amortization, stock-based compensation and the goodwill impairment, was $2,716 thousand. Marketing revenue was $18,391 thousand and products revenue was $18,843 thousand, supported by 653,681 sessions and RPS of $0.03.
System1, Inc. reported first quarter 2026 results with revenue of $37.2 million, down from $74.5 million a year earlier. GAAP gross profit was $23.3 million with a 63% margin, and adjusted gross profit was $28.2 million with a 76% margin.
The company recorded a GAAP net loss of $57.6 million, compared with a $19.9 million net loss in the prior-year quarter, largely reflecting a $36.8 million impairment of long-lived assets. Adjusted EBITDA was $2.7 million, down from $12.1 million, as management emphasized cost actions and capital structure changes aimed at improving the financial profile.
System1, Inc. files Amendment No. 1 to its 2025 annual report to add governance, compensation and ownership details that were originally expected in a later proxy statement.
The filing outlines a seven‑member board, with CEO Michael Blend also serving as chairman and five directors deemed independent under NYSE rules. It describes the audit, compensation, and nominating committees and their chairs, as well as meeting frequency and director attendance.
Executive pay data show 2025 total compensation of $3.47 million for President & COO Charles Ursini, $1.45 million for CFO Tridivesh Kidambi and $9.55 million for CouponFollow President Marc Mezzacca, largely driven by stock appreciation rights and CouponFollow earnout payments. The company reports a 2025 GAAP net loss of $81.2 million and details how “compensation actually paid” to named executives tracks changes in equity values. The amendment also discloses director retainers and RSU grants, major shareholders’ stakes, remaining shares available under equity plans and Deloitte audit fees of $1.73 million for 2025.
System1, Inc. Chief Financial Officer Kidambi Tridivesh purchased 26,910 shares of Class A Common Stock at $3.00 per share. The shares were bought in a privately negotiated, arm’s length transaction from another existing holder, rather than through the stock exchange.
Separately, upon vesting of 838 restricted stock units, the company withheld 301 shares at $2.26 per share to satisfy his tax withholding obligation, which is a routine non-market disposition. After these transactions, he directly holds 146,515 shares, including 52,514 unvested RSUs.
System1, Inc. Chief People Officer Elizabeth Sestanovich reported a routine tax-related share disposition tied to restricted stock units. When 670 RSUs vested, the company withheld 341 shares of Class A Common Stock at $2.26 per share to cover tax obligations, rather than selling shares on the open market.
After this withholding, Sestanovich directly holds 58,948 shares of Class A Common Stock, including 42,010 unvested RSUs. This event reflects standard equity compensation and tax withholding mechanics, not a discretionary buy or sell decision.
System1, Inc. Chief Ad Operations Officer Brian Coppola reported a routine tax-related share disposition linked to restricted stock vesting. When 754 restricted stock units vested, the company withheld 331 shares of Class A Common Stock, valued at $2.26 per share, to satisfy tax withholding obligations. Following this non-market transaction, Coppola directly holds 65,898 shares of Class A Common Stock, and his position also includes 42,262 unvested RSUs.