Was the System1 (SST) CFO’s share purchase made on a stock exchange?

No. The CFO acquired 26,910 shares in a privately negotiated, arm’s length transaction with an existing shareholder. The filing specifies the trade was not conducted through the exchange where System1’s securities are listed, distinguishing it from typical exchange trading.

System1 (SST) CFO adds shares, offset by tax withholding

Filing Impact

(Neutral)

Filing Sentiment

(Positive)

Form Type

Rhea-AI Filing Summary

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.

Insider Trade Summary

Net Buyer: 26,910 shares ($80,730)

Net Buy 2 txns

Insider Kidambi Tridivesh

Role Chief Financial Officer

Bought 26,910 shs ($81K)

Type	Security	Shares	Price	Value
Purchase	Class A Common Stock	26,910	$3.00	$81K
Tax Withholding	Class A Common Stock	301	$2.26	$680.26

Holdings After Transaction: Class A Common Stock — 146,816 shares (Direct)

Footnotes (1)

The Reporting Person purchased 26,910 shares in a privately negotiated arm's length transaction from another existing holder of the Issuer's Class A common stock in a transaction that was not conducted through the exchange on which the Issuer's securities are listed. Includes 53,352 unvested RSUs. Upon the vesting of 838 restricted stock units ("RSUs") previously granted to the reporting person, the Company withheld 301 shares to cover the reporting person's tax withholding obligation with respect to the vesting of such RSUs. Includes 52,514 unvested RSUs.

Key Figures

CFO share purchase: 26,910 shares Purchase price: $3.00 per share Tax withholding shares: 301 shares +4 more

7 metrics

CFO share purchase 26,910 shares Class A Common Stock bought in privately negotiated transaction

Purchase price $3.00 per share Price paid for 26,910 Class A shares

Tax withholding shares 301 shares Withheld to cover tax on RSU vesting

Tax withholding price $2.26 per share Value used for 301 withheld shares

RSUs vested 838 RSUs Restricted stock units vesting for CFO

Unvested RSUs after 52,514 RSUs Unvested restricted stock units included in holdings

Shares held after 146,515 shares Total direct Class A holdings post-transactions

Key Terms

restricted stock units, privately negotiated arm's length transaction, tax withholding obligation, Class A Common Stock

4 terms

restricted stock units financial

"Upon the vesting of 838 restricted stock units ("RSUs") previously granted"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

privately negotiated arm's length transaction financial

"purchased 26,910 shares in a privately negotiated arm's length transaction"

tax withholding obligation financial

"withheld 301 shares to cover the reporting person's tax withholding obligation"

Class A Common Stock financial

"another existing holder of the Issuer's Class A common stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Form 4 Insider Transactions: What Each Field Means →

04/17/2026 - 08:33 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kidambi Tridivesh

(Last)

(First)

(Middle)

4235 REDWOOD AVE

(Street)

LOS ANGELES

CALIFORNIA

90066

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
System1, Inc. [ SST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/15/2026		P		26,910⁽¹⁾	A	$3	146,816⁽²⁾	D
Class A Common Stock	04/15/2026		F		301⁽³⁾	D	$2.26	146,515⁽⁴⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The Reporting Person purchased 26,910 shares in a privately negotiated arm's length transaction from another existing holder of the Issuer's Class A common stock in a transaction that was not conducted through the exchange on which the Issuer's securities are listed.

2. Includes 53,352 unvested RSUs.

3. Upon the vesting of 838 restricted stock units ("RSUs") previously granted to the reporting person, the Company withheld 301 shares to cover the reporting person's tax withholding obligation with respect to the vesting of such RSUs.

4. Includes 52,514 unvested RSUs.

Remarks:

	/s/ Daniel Weinrot, Attorney-in-Fact for Tridivesh Kidambi	04/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did System1 (SST) CFO Kidambi Tridivesh do in this Form 4 filing?

Kidambi Tridivesh, CFO of System1, Inc., reported buying 26,910 Class A shares at $3.00 each. The filing also records a small tax-related share withholding tied to restricted stock unit vesting, updating his total direct holdings.

How many System1 (SST) shares did the CFO buy and at what price?

The CFO purchased 26,910 shares of System1, Inc. Class A Common Stock at $3.00 per share. This open-market style transaction was privately negotiated with another existing holder, not executed through the stock exchange where the shares trade.

Why were 301 System1 (SST) shares disposed of in this Form 4?

The 301-share disposition was for tax withholding on vesting RSUs, not an open-market sale. When 838 restricted stock units vested, the company withheld 301 shares to cover the CFO’s tax obligation, a routine administrative step for equity compensation.

How many System1 (SST) shares does the CFO hold after these transactions?

Following the reported transactions, the CFO directly holds 146,515 shares of System1, Inc. Class A Common Stock. This total includes 52,514 unvested restricted stock units, reflecting both previously granted awards and the impact of the recent vesting event.

What restricted stock unit (RSU) activity was reported for the System1 (SST) CFO?

The filing notes vesting of 838 restricted stock units previously granted to the CFO. To satisfy the associated tax withholding obligation, the company withheld 301 shares, leaving him with 52,514 unvested RSUs included in his updated direct holdings figure.