System1 (SST) SEC Filings

System1, Inc. (SST) reported third-quarter 2026 revenue of $25.951 million, down 58% from $61.561 million a year earlier, and a consolidated net loss of $61.476 million versus $22.003 million. Marketing revenue fell 79% to $8.252 million and Products revenue fell 21% to $17.699 million. The quarter included $51.522 million of goodwill impairment and $12.083 million of long-lived-asset impairment.

For the first nine months, revenue was $93.385 million versus $214.189 million, and operating activities used $26.163 million of cash versus providing $6.491 million a year earlier. At September 30, 2026, cash and equivalents were $12.417 million and net working capital was $6.2 million. Management concluded the position raised substantial doubt about continuing as a going concern for the following 12 months; it had begun cost cuts but could not conclude the plans were probable of mitigating the conditions.

The lender exchange reduced priority-term-loan principal to $150.0 million and extended maturity to January 14, 2031. It included issuance to lenders of 39,250 Series A Preferred Stock shares, which accrue cumulative dividends at 7.0% per annum. System1 notified the NYSE of voluntary delisting and intended to file Form 25 on or about November 23, 2026.

System1, Inc. (SST) reported third-quarter 2026 revenue of $26.0 million, compared with $61.6 million in the third quarter of 2025. GAAP gross profit was $20.7 million versus $22.8 million, and adjusted gross profit was $21.9 million versus $36.1 million. GAAP net loss was $61.5 million, compared with $22.0 million, while adjusted EBITDA was a loss of $0.7 million versus positive $9.9 million. Management attributed pressure to reduced Google monetization at Startpage and organic traffic losses at CouponFollow following Google's AI-overview changes.

System1 announced plans to voluntarily delist its Class A common stock from the NYSE and intends to file Form 25 on or about November 23, 2026. It expects the last NYSE trading day to be on or about December 3 and OTCQB quotation on or about December 4, subject to OTCQB approval. The company said the share price will likely be adversely affected and liquidity likely to decrease; it also said there is no guarantee a broker will continue making a market. Management said NYSE compliance costs outweighed listing benefits in the current market environment.

System1, Inc. (SST) says Charles Ursini voluntarily resigned as its President and Chief Operating Officer, effective at the close of business on October 30, 2026. He will continue serving on the company’s Board of Directors and as a strategic advisor to management.

System1, Inc. furnished supplemental financial information under Regulation FD for the quarter ended June 30, 2026, made available on its investor relations site and attached as an exhibit. The company specifies that this information is being furnished, not filed, and is not automatically incorporated into other securities law documents.

For the quarter ended June 30, 2026, System1 reported revenue of $30,201 thousand and total operating costs and expenses of $38,492 thousand, resulting in an operating loss of $8,291 thousand. Interest expense was $7,116 thousand, and loss from continuing operations before income tax was $15,407 thousand. Net loss from continuing operations was $15,332 thousand, with overall net loss of $12,599 thousand after noncontrolling interests.

The company recorded total depreciation and amortization of $6,795 thousand in the quarter. On a non-GAAP basis, it reported Adjusted EBITDA of $1,937 thousand. Non-financial metrics for the same period included Marketing Revenue of $10,724 thousand, Products Revenue of $19,477 thousand, 686,860 sessions, and an RPS (revenue per session) of $0.03.

System1, Inc. reported sharply weaker results for the quarter ended June 30, 2026. Revenue fell to $30.2 million from $78.1 million, driven mainly by an 80% decline in Marketing segment revenue after reduced search monetization activity and termination of a Google arrangement; Products revenue also decreased. Adjusted gross profit declined to $25.5 million from $41.0 million, and Adjusted EBITDA to $1.9 million from $11.7 million.

For the first half of 2026, revenue was $67.4 million versus $152.6 million a year earlier and net loss attributable to System1 widened to $59.7 million, including $37.7 million of impairments on marketing trademarks. Operating cash flow was an outflow of $28.2 million, and cash and equivalents declined to $40.5 million.

Total debt carried was $291.8 million, roughly equal to total assets of $291.4 million, and total stockholders’ equity turned negative at $(53.0) million. Management disclosed substantial doubt about the company’s ability to continue as a going concern despite cost-reduction initiatives and a lender exchange agreement approved in July 2026 that will reduce and extend term debt while issuing new convertible preferred equity.

System1, Inc. reported second-quarter 2026 revenue of $30.2 million, down from $78.1 million a year earlier, with GAAP gross profit of $24.3 million and an 80% gross margin. GAAP net loss was $15.3 million, while Adjusted EBITDA was $1.9 million versus $11.7 million in Q2 2025.

Adjusted Gross Profit was $25.5 million, implying an 85% adjusted gross margin as the Products business generated most revenue and gross profit. Management highlighted a “transformative agreement” to cut gross debt by half and the launch of new agentic AI products, including MCP servers for MapQuest, Dogpile, and the IntentStream audience data platform.

The CFO noted Q2 performance reflected a late-Q1 decision to significantly reduce marketing tied to search monetization on owned-and-operated properties, leading to a planned year-over-year revenue decline but higher margins. The company plans continued investment in its Products business and operational efficiency in its Partner Network.

System1, Inc. has filed a shelf registration on Form S-3 covering the potential resale, from time to time, of up to 5,287,321 shares of Class A common stock by selling stockholders. These shares are issuable upon conversion of 39,250 shares of Series A Cumulative Convertible Preferred Stock and related PIK dividends.

The Series A Preferred Stock carries a 7.0% cumulative dividend, typically added to stated value if not paid in cash, and is initially convertible at $10.40 per share, with anti-dilution adjustments. Holders of a majority of the preferred can appoint one director and have specified consent rights while minimum preferred amounts remain outstanding.

System1 is not selling any shares in this registration and will not receive proceeds from resales. As of August 1, 2026, Class A shares outstanding were 8,708,922, and on August 3, 2026 the NYSE closing price was $1.76 per share. The company discloses that it has identified substantial doubt about its ability to continue as a going concern and highlights significant funding and operational risks.

System1, Inc. completed a comprehensive debt exchange and settlement transaction on July 23, 2026, issuing Series A Cumulative Convertible Preferred Stock to participating lenders and entering into a Priority Credit Agreement, following stockholder approval of a share issuance proposal under New York Stock Exchange rules.

The company filed a Certificate of Designation creating 39,250 shares of Series A Cumulative Convertible Preferred Stock, each with an initial stated value of $1,022.05. Holders of these Preferred Shares may designate one director to the board while at least 19,625 Preferred Shares remain outstanding, and elected Robert Sharp as a director pursuant to this right.

At the July 22, 2026 annual meeting, holders of 7,900,179 common shares, representing approximately 79.01% of shares outstanding as of the June 18, 2026 record date, approved the preferred share issuance, elected three Class I directors, and ratified Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026.