[10-K/A] System1, Inc. Amends Annual Report

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

10-K/A

Rhea-AI Filing Summary

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.

Key Figures

2025 net loss: $81,193,000 2024 net loss: $97,298,000 COO 2025 total compensation: $3,474,339 +5 more

8 metrics

2025 net loss $81,193,000 GAAP net loss for year ended December 31, 2025

2024 net loss $97,298,000 GAAP net loss for year ended December 31, 2024

COO 2025 total compensation $3,474,339 Total 2025 pay for COO Charles Ursini

CFO 2025 total compensation $1,450,959 Total 2025 pay for CFO Tridivesh Kidambi

CouponFollow President 2025 total compensation $9,549,054 Total 2025 pay for Marc Mezzacca

Deloitte 2025 total fees $1,734,049 Audit, tax and other fees for fiscal 2025

Shares outstanding 8,083,497 Class A; 1,813,843 Class C Outstanding as of February 27, 2026

Equity plan capacity 379,618 shares Remaining available under 2022 Incentive Award Plan at 12/31/2025

Key Terms

stock appreciation rights, restricted stock units, pay versus performance, audit committee financial expert, +2 more

6 terms

stock appreciation rights financial

"On June 10, 2025, the stock appreciation rights granted to Messrs. Blend, Ursini, and Kidambi in 2024 were amended and repriced after stockholder approval."

Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.

restricted stock units financial

"Additionally, on July 29, 2025, Messrs. Ursini and Kidambi were granted 337,500 and 50,000 restricted stock unit awards, respectively."

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.

pay versus performance financial

"Pay versus performance We are a “smaller reporting company” and have elected to provide in this Proxy Statement certain scaled disclosures..."

audit committee financial expert regulatory

"our Board of Directors has determined that Mr. Kumar qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K."

A person on a company’s board who has deep knowledge of accounting, financial reporting and auditing, able to understand and question the books, controls and audit work like a trained mechanic inspecting an engine. Investors care because that expertise helps spot errors, weaknesses or misleading statements early, improving the likelihood that financial reports are accurate and reducing the risk of surprises that can hurt a company’s value.

Section 16(a) of the Exchange Act regulatory

"Section 16(a) of the Exchange Act requires our executive officers and directors and persons who beneficially own more than 10% of our Common Stock to file initial reports..."

smaller reporting company regulatory

"We are a “smaller reporting company” and have elected to provide in this Proxy Statement certain scaled disclosures permitted under the Exchange Act..."

A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.

How to Read a 10-K Annual Report →

04/30/2026 - 04:10 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No.1)

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from __________ to __________

Commission file number 001-39331

System1, Inc.

(Exact name of registrant as specified in its charter)


Delaware						92-3978051
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
4235 Redwood Avenue Los Angeles, CA, 90066
(Address of Principal Executive Offices, including zip code)

(310) 924-6037

(Registrant’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

SST

The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company, "and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant, as of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, was $9.7 million (based on the closing price for shares of the registrant’s Class A common stock as reported by the New York Stock Exchange on that date).

As of February 27, 2026, there were 8,083,497 shares of Class A common stock, $0.0001 par value per share, and 1,813,843 shares of Class C common stock, $0.0001 par value per share, outstanding.


Table of Contents


		Page


PART III
Item 10.	Directors, Executive Officers and Corporate Governance	1
Item 11.	Executive Compensation	9
Item 12.	Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters	20
Item 13.	Certain Relationships and Related Transactions, and Director Independence	23
Item 14.	Principal Accounting Fees and Services	23

PART IV
Item 15.	Exhibits and Financial Statement Schedules	24
	Signatures	26

Auditor

Auditor Location

Auditor Firm ID

Deloitte and Touche LLP

Los Angeles, California

Explanatory Note

This Amendment No. 1 on Form 10-K/A to the Annual Report of System1, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2025 (this “Amendment No. 1”), which was initially filed with the U.S. Securities and Exchange Commission on March 11, 2026 (the “Original Report”), is being filed to amend Item 10. “Directors, Executive Officers and Corporate Governance”, Item 11. “Executive Compensation”, Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”, Item 13. “Certain Relationships and Related Transactions, and Director Independence” and Item 14. “Principal Accountant Fees and Services” of Part III of the Original Report. As previously announced in the Original Report, the information required by the listed Items would be incorporated by reference to the registrant’s proxy statement relating to its annual meeting of stockholders to be filed by April 30 2026. Since the Company does not currently expected to file its definitive proxy statement by April 30, 2026, we are hereby amending Item 11, 12, 13, and 14 of the Original Report to include the required disclosures for the listed Items in our Annual Report on Form 10-K for the year ended December 31, 2025. In addition, Item 15 of Part IV has been amended solely to include a new certification by our principal executive officer and principal financial and accounting officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The certifications of our principal executive officer and principal financial and accounting officer are filed with this Amendment No. 1 as Exhibit 31.1 and Exhibit 31.2, respectively. We are not including the certificates required under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment No. 1.

Except as otherwise expressly noted herein, this Amendment No.1 does not modify or update in any way the Original Report, nor does it reflect events occurring after the filing of the Original Report. Accordingly, this Amendment No.1 should be read in conjunction with the Original Report.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Information about our Directors and Executive Officers

Directors

The following table and biographical information sets forth certain information about all the members of our Board of Directors.


Name	Age	Term Expires	Position	Director Since
Michael Blend	58	2026	Chairman and Chief Executive Officer	2013
Charles Ursini	50	2027	Director, President and Chief Operating Officer	2024
Caroline Horn	55	2026	Director	2022
Taryn Naidu	47	2026	Director	2023
Tanmay Kumar	36	2027	Director	2023
Moujan Kazerani	49	2027	Director	2022
John Civantos	57	2027	Director	2022

Michael Blend is System1’s co-founder and has served as System1’s chief executive officer since February 2021, and chairman of our Board of Directors (including our predecessor entities, OpenMail/S1 Holdco) since September 2013. Prior to System1, Mr. Blend was President/COO of Leaf Group Ltd., which he joined when Leaf Group acquired his data company, Hotkeys, in 2006. Prior to Hotkeys, Mr. Blend was vice president, corporate development for Jawbone from 2001 to 2003 and for Wedding Channel (acquired by The Knot) from 1999 to 2001. Mr. Blend currently serves on the board of directors of Wellful and the Stephenson Global Pancreatic Cancer Research Institute and has previously served on the board of directors of leading digital marketing and technology companies, including Dynata, Data Axle, among others. Mr. Blend was also the chairman of the board of Stuff Media from 2016 until it was acquired by iHeart Media in 2018. Mr. Blend was the EY National Entrepreneur of the Year for Media, Entertainment & Communications in 2018, together with System1’s other co-founder, Charles Ursini. Mr. Blend received his JD from The University of Chicago, and holds a bachelor’s degree in mathematics from Duke University. We believe Mr. Blend is qualified to serve on the System1 Board of Directors because of his extensive business and leadership experience in the digital advertising and technology industries.

Charles Ursini has been a member of our Board of Directors since April 2024. Mr. Ursini was a Co-Founder of the Company’s predecessor business, and currently serves as the Company’s President & Chief Operating Officer. Previously, Mr. Ursini served as the Company’s first chief executive officer from its initial founding as OpenMail in 2014 until 2019, and also served as a Director of OpenMail/S1 Holdco (the Company’s predecessor entities) until January 2022, when the Company’s 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 was the EY National Entrepreneur of the Year for Media, Entertainment & Communications in 2018, together with System1’s other co-founder, Michael Blend. Mr. Ursini received a BBA in Finance & Accounting from Washington State University and his MBA from the University of Southern California. We believe Mr. Ursini is qualified to serve on the System1 Board because of his substantial operational and executive experience in the digital advertising and technology industries. Mr. Ursini was nominated for appointment to the Board as one of the Management Founders’ two permitted designees to serve on the Company’s Board pursuant to the Shareholders Agreement.

Caroline Horn has served as a member of our Board of Directors since January 2022 in connection with the closing of the Business Combination. Ms. Horn has been a Partner of Andreessen Horowitz since April 2012 where she

provides strategic advice to portfolio founders and CEOs on how to assess, hire, develop and retain the best executive talent. Additionally, Ms. Horn has served as an advisor at Strava since April 2014 where she provides strategic advice on hiring and people related issues. Previously, Ms. Horn served as an Executive Recruiting Manager and Executive Recruiter for Global Leadership for Google, Inc. (NYSE: GOOGL) from September 2004 to April 2012. Ms. Horn holds a bachelor’s degree in Anthropology from Dartmouth College. We believe Ms. Horn is qualified to serve on the System1 Board of Directors because of her leadership experience and expertise in company scaling and technology sectors.

Taryn Naidu has served as a member of our Board of Directors since August 2023. Mr. Naidu brings more than 20 years of entrepreneurial and executive experience across multiple technology-based industries serving as both CEO and COO. Mr. Naidu currently serves as a Partner & Executive Officer at Arrington Capital, which he has served since 2023. Prior to Arrington Capital, Mr. Naidu served as the COO at Rigetti Computing from 2019 to 2022, where he was instrumental in the business operations as well as leading multiple financing rounds for the company, including its public offering through a deSPAC merger. Prior to Rigetti Computing, Mr. Naidu was the CEO and a member of the Board of Directors of Rightside Group Ltd. upon its business separation from Leaf Group Ltd. in 2014, where he led one of the leading domain services companies until its sale to Identity Digital in 2017. Mr. Naidu received a B.Sc. in computer science from the University of Regina. We believe Mr. Naidu is qualified to serve on the System1 Board of Directors because of his substantial leadership experience and media expertise.

Tanmay Kumar has served as a member of our Board of Directors since August 2023. Mr. Kumar has over 12 years of investment and financial experience, and is currently an investment analyst and managing partner of East Prospect LP. Prior to East Prospect, Mr. Kumar was an investment professional and Partner at Bridgeport Partners and a Principal on the investment team at Motive Partners. Prior to Motive Partners, Mr. Kumar was an investment professional at Wafra, Inc., in the Alternative Investments Division. Prior to Wafra, Mr. Kumar was an investment professional at Phillips Academy Andover in the school’s Investment Office. Mr. Kumar serves as an advisor to Jiko Group, Inc., a technology company that owns and operates an OCC-chartered national bank and a registered broker-dealer. Mr. Kumar received a bachelor of arts in economics from New York University and is a CFA charterholder. We believe Mr. Kumar is qualified to serve on the System1 Board of Directors because of his extensive financial and investing experience.

Moujan Kazerani has been a member of our Board of Directors since January 2022. She has been a Founding Partner of Stibel Investments since co-founding it in December 2010, and Bryant Stibel since co-founding it in November 2013. Previously, Ms. Kazerani served as General Counsel, Chief Compliance Officer & Head of HR and Culture at Dun & Bradstreet Credibility Corporation and later as Leader of Global Corporate Strategy for D&B from September 2010 to July 2017. Prior to D&B, Ms. Kazerani served as General Counsel & Secretary at Zag.com which launched and merged with TrueCar, Inc. from November 2006 to September 2010, and advised on the company’s compensation and audit committees of the board. Ms. Kazerani started her career as a corporate associate at Gibson, Dunn & Crutcher LLP. Ms. Kazerani currently serves on the board of directors of Revenue.IO. She received her JD from The UCLA School of Law and holds a bachelor’s degree in psychology from U.C. Berkeley. We believe Ms. Kazerani is qualified to serve on the System1 Board because of her substantial operational and executive experience.

John Civantos has been a member of our Board of Directors since February 2022. Mr. Civantos has been a Managing Partner at Grove Point Capital since September 2022. Prior to Grove Point Capital, Mr. Civantos was a Senior Partner at Avance Investment Management from April 2022 to May 2025. From August 2020 to March 2022, Mr. Civantos served as Co-Head of Private Capital Group at MSD Partners, L.P. Prior to MSD Partners, Mr. Civantos served as a Managing Partner and was a member of the Investment Committee at Court Square Capital Partners, a U.S. middle market private equity firm, where he worked from April 2004 to March 2019. At Court Square Capital Partners, Mr. Civantos was primarily involved in the firm’s efforts investing in the Business Services and Technology sectors. Mr. Civantos received his BA from Duke University and his MBA from the Wharton School of the University of Pennsylvania. He also holds an M.A. in International Affairs from the Johns Hopkins School of Advanced International Studies. We believe Mr. Civantos is qualified to serve on the System1 Board of Directors because of his extensive financial and investing experience.

Executive Officers

Below is biographical information for each of our current executive officers, other than Michael Blend and Charles Ursini (whose biographical information is shown under “Information About Our Directors” on page 1) as of April 1, 2026. Each executive officer serves at the discretion of the Board of Directors and the Chief Executive Officer.

Name

Age

Position

Michael Blend

Chief Executive Officer and Chairman

Charles Ursini

President & Chief Operating Officer, Director

Brian Coppola

Chief Ad Operations Officer

Tridivesh Kidambi

Chief Financial Officer

Elizabeth Sestanovich

Chief People Officer

Daniel Weinrot

General Counsel and Corporate Secretary

Brian Coppola has been System1’s chief ad operations officer since April 2025, and previously served as System1’s chief product officer from June 2019 to April 2025, and as vice president and then executive vice president of product from October 2015 to June 2019. Prior to System1, Mr. Coppola was the senior vice president of product at Amobee from 2013 to 2015, which he joined via SingTel’s acquisition of Adconion Direct in 2014. Mr. Coppola holds a bachelor’s degree in finance from Loyola Marymount University.

Tridivesh Kidambi has been System1’s chief financial officer since 2016. Prior to System1, Mr. Kidambi was the executive vice president, finance & analytics of TV Time from October 2015 to 2016, chief financial officer of EZ Texting from 2014 to 2015, and vice president, finance at Leaf Group Ltd. from 2007 to 2014. Mr. Kidambi received his MBA from Claremont Graduate University’s Drucker School of Management, and holds a bachelor’s degree in economics and mathematics from Claremont McKenna College.

Elizabeth Sestanovich has been System1’s chief people officer since June 2021, and previously served as System1’s chief operations officer beginning in August 2016. Prior to System1, Ms. Sestanovich was the founding partner and principal of Summit Advisors, a management consulting and advisory firm, from 2014 to 2016, and the chief executive officer and group publisher of the LA Weekly & OC Weekly from 2002 to 2013. Ms. Sestanovich also held senior management positions at Carsdirect.com and The Los Angeles Times from 1993 to 2002. Ms. Sestanovich received her Master’s in psychology and organizational behavior from Pepperdine University, and holds a bachelor’s degree in psychology with a minor in economics from UCLA.

Daniel Weinrot has been System1’s general counsel since January 2018. Prior to System1, Mr. Weinrot was general counsel and deputy general counsel at Leaf Group Ltd., a diversified digital media and marketplaces company, from 2010 to 2018, and deputy general counsel at Las Vegas Sands Corp, a leading international developer of integrated casino resorts, from 2006 to 2010. Mr. Weinrot started his career as a corporate associate at Latham & Watkins LLP in Los Angeles in 2000. Mr. Weinrot received his J.D. from The UCLA School of Law, and holds a bachelor’s degree in political economy from U.C. Berkeley.

Delinquent Section 16(A) Reports

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who beneficially own more than 10% of our Common Stock to file initial reports of beneficial ownership and reports of changes in beneficial ownership with the SEC. Such persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms filed by such person.

Based solely on our review of such forms furnished to us, and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater-than-10% stockholders during the fiscal year ended December 31, 2025, were filed within the requisite filing deadline.

Corporate Governance

We are committed to continually enhancing our strong corporate governance practices, which we believe helps us sustain our success and build long-term value for our stockholders. Our Board of Directors sets high standards for our employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board to serve as a prudent fiduciary for shareholders and to oversee the management of the Company’s business. Our governance structure enables independent, experienced and accomplished directors to provide advice, insight, guidance and oversight to advance the interests of the Company and our stockholders.

Director Independence

New York Stock Exchange (“NYSE”) listing standards require that a majority of our Board be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board has considered information provided by the directors and management with regard to the business and personal activities, relationships and related party transactions of each director. Our Board has determined that Mmes. Horn and Kazerani and Messrs. Civantos, Kumar and Naidu are “independent directors” as defined in the NYSE listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Background and experience of directors

Our nominating and corporate governance committee is responsible for reviewing with our Board, on an annual basis, the appropriate characteristics, skills and experience required for the board of directors as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the nominating and corporate governance committee, in recommending candidates for election, and the board of directors, in approving (and, in the case of vacancies, appointing) such candidates, will take into account many factors, including the following:

•personal and professional integrity;

•ethics and values;

•experience in corporate management, such as serving as an officer or former officer of a publicly held company;

•experience in the industries in which we compete;

•leadership skills;

•experience as a board member or executive officer of another publicly held company;

•conflicts of interest; and

•practical and mature business judgment.

Role of the Board in risk oversight

Our Board has an active role, as a whole and also at the committee level, in overseeing the management of our risks. Our Board is responsible for general oversight of risks and regular review of information regarding our risks, including credit risks, liquidity risks, and operational risks. The compensation committee is responsible for overseeing the management of risks relating to our human capital and executive compensation plans and arrangements. The audit committee is responsible for overseeing the management of risks relating to accounting matters, financial reporting, and cybersecurity. The nominating and corporate governance committee is responsible for overseeing the management of risks associated with the independence of our board of directors and potential conflicts of interest. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board of directors is regularly informed about such risks through discussions

from committee members. We believe that our board’s leadership structure supports effective risk management because it allows independent directors at the board level and on our committees to exercise oversight over management.

Board Leadership Structure

The Board of Directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board of Directors, as the Board of Directors believes it is in the best interests of the Company to make that determination based on the position and direction of the Company and the membership of the Board of Directors. The Board of Directors has determined that having the Company’s current Chief Executive Officer serve as Chairman is the best use of the Chief Executive Officer’s extensive knowledge of the Company and its industry and serves to foster greater communication between the Company’s management and the Board of Directors.

The Company does not have a lead independent director. Instead, all of the independent directors play an active role on the Board of Directors. The independent directors make up a majority of the Board of Directors, and a majority of the independent directors are or have been leaders in industry with a history of exercising critical thought and sound judgment. At executive sessions of the independent directors no presiding director is appointed and each of the independent directors is given the opportunity to raise issues, make comments or express views.

Attendance at Meetings

During the year ended December 31, 2025, our Board of Directors met four (4) times, and acted by unanimous written consent seven (7) times. Each member of the Board of Directors attended at least 75 percent of the meetings of our Board of Directors and the meetings of any of our board committees on which each member of the Board of Directors served that were held during the term of each such director. Our Board of Directors and each of the board committees also acted by way of various unanimous written consents during the year ended December 31, 2025. In addition, the compensation committee, the audit committee and the Board of Directors met, at times, without management present in executive session.

Although we do not have a formal policy regarding attendance by members of our Board of Directors at our Annual Meeting of Stockholders, we encourage our directors to attend (whether in person or by teleconference).

Board Committees

Our Board of Directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Our Board of Directors may also establish from time to time any other committees that it deems necessary or desirable. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors.

The current composition of each board committee is set forth below.

Director

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Michael Blend *

Charles Ursini

Tanmay Kumar

Moujan Kazerani

Catherine Horn

John Civantos

Taryn Naidu

_______________

ü Member

C Chairperson

* Chairman of the Board

Audit committee

Our audit committee consists of Tanmay Kumar, Moujan Kazerani and Taryn Naidu, with Mr. Tanmay Kumar serving as chair. Rule 10A-3 of the Exchange Act and the NYSE rules require that our Audit Committee be composed entirely of independent members.Our Board of Directors has affirmatively determined that Messrs. Kumar and Naidu, and Mrs. Kazerani each meet the definition of “independent director” for purposes of serving on the Audit Committee under Rule 10A-3 of the Exchange Act and the NYSE rules. Each member of our Audit Committee also meets the financial literacy requirements of NYSE listing standards. In addition, our Board of Directors has determined that Mr. Kumar qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. Further, Mr. Kumar has attended our audit committee meetings and served as an advisor since the inception of his Board tenure in 2023. Our audit committee held four (4) meetings in 2025 and acted by unanimous written consent two (2) times.

Our audit committee is responsible for, among other things:

•selecting and hiring our independent auditors, and approving the audit and non-audit services to be performed by our independent auditors;

•assisting the board of directors in evaluating the qualifications, performance, and independence of our independent auditors;

•assisting the board of directors in monitoring the quality and integrity of our financial statements and our accounting and financial reporting;

•assisting the board of directors in monitoring our compliance with legal and regulatory requirements;

•assisting the board of directors in monitoring the performance of our internal audit function;

•reviewing with management and our independent auditors our annual and quarterly financial statements;

•establishing procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; and

•preparing the audit committee report found after the proposals presented in this proxy statement that the rules and regulations of the SEC require to be included in our annual proxy statement.

Our audit committee also reviews the related party transaction policy described under “Certain Relationships and Related Party Transactions.” Our audit committee operates under a written charter which is available on our website at https://ir.system1.com/governance/governance-documents/default.aspx.

Compensation committee

Our compensation committee consists of Moujan Kazerani and Taryn Naidu, with Ms. Kazerani serving as chair. Our board of directors has determined that each of the compensation committee members is a non-employee member of our board of directors as defined in Rule 16b-3 under the Exchange Act. The composition of our compensation committee meets the requirements for independence under the current NYSE rules and current SEC rules and regulations. Decisions regarding the compensation of our executive officers have historically been made by the compensation committee. Our compensation committee held four (4) meetings in 2025 and acted by unanimous written consent three (3) times.

The compensation committee is responsible for, among other things:

•reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer, evaluating our chief executive officer’s performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the board of directors), determining and approving our chief executive officer’s compensation level based on such evaluation;

•reviewing and approving, or making recommendations to the board of directors with respect to, the compensation of our other executive officers, including annual base salary, bonus and equity-based incentives, and other benefits;

•reviewing and recommending the compensation of our directors;

•reviewing and discussing annually with management our “Compensation Discussion and Analysis” disclosure when required by SEC rules;

•preparing the compensation committee report required by the SEC to be included in our annual proxy statement; and

•reviewing and making recommendations with respect to our equity compensation plans.

Our compensation committee operates under a written charter which is available on our website at https://ir.system1.com/governance/governance-documents/default.aspx.

Nominating and corporate governance committee

Our nominating and corporate governance committee consists of Caroline Horn and John Civantos, with Ms. Horn serving as chair. The composition of our nominating and governance committee meets the requirements for independence under the current NYSE rules and current SEC rules and regulations. Our nominating and corporate governance committee held four (4) meetings in 2025 and acted by unanimous written consent one (1) time.

The nominating and corporate governance committee is responsible for, among other things:

•assisting our board of directors in identifying prospective director nominees and recommending nominees to the board of directors;

•overseeing the evaluation of the board of directors and management;

•reviewing developments in corporate governance practices and developing and recommending a set of corporate governance guidelines; and

•recommending members for each committee of our board of directors.

Our nominating and corporate governance committee operates under a written charter which is available on our website at https://ir.system1.com/governance/governance-documents/default.aspx.

Compensation committee interlocks and insider participation

None of our executive officers currently serves, or has served during the last completed fiscal year, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board of Directors or compensation committee.

The Company’s Director Nomination Process

As indicated above, our nominating and corporate governance committee oversees the director nomination process. This committee is responsible for assisting the Board of Directors in establishing minimum qualifications for director nominees, including qualities and skills that members of our Board of Directors are expected to possess. Under our nominating and corporate governance committee charter, these criteria include the following:

•personal and professional integrity;

•ethics and values;

•experience in corporate management, such as serving as an officer or former officer of a publicly held company;

•experience in the industries in which we compete;

•leadership skills;

•experience as a board member or executive officer of another publicly held company;

•conflicts of interest; and

•practical and mature business judgment.

Our nominating and corporate governance committee identifies and evaluates individuals qualified to become members of our Board of Directors. Our nominating and corporate governance committee then recommends that our Board of Directors select the director nominees for the election at the next annual meeting of stockholders, or to fill vacancies on our Board of Directors occurring between annual meetings of the stockholders.

We believe it is important to have an appropriate mix of diversity for the optimal functionality of the Board of Directors. Our nominating and corporate governance committee charter requires that the committee consider each candidate’s qualities and skills and our nominating and corporate governance committee considers each candidate’s background, diversity, ability, judgment, skills and experience in the context of the needs and current make-up of the Board of Directors when evaluating director nominees. The Board of Directors believes it is important for each member of the Board of Directors to possess skills and knowledge in the areas of leadership of large, complex organizations; finance; strategic planning; laws and regulations; government relations; and relevant industries, especially the e-commerce space. These considerations help ensure that the Board of Directors as a whole has the appropriate mix of diversity, characteristics, skills and experiences for the optimal functioning of the Board of Directors in its oversight of our Company. As part of its periodic self-assessment process, the nominating and corporate governance committee reviews and evaluates its performance, including overall composition of the Board of Directors and the criteria that it uses for selecting nominees in light of the specific skills and characteristics necessary for the optimal functioning of the Board of Directors in its oversight of our Company. The nominating and corporate governance committee considers all of the criteria described above, including the candidate’s diversity, in identifying and selecting nominees and in the future may establish additional minimum criteria for nominees.

The nominating and corporate governance committee will consider nominees for the Board of Directors who are recommended by other interested parties, including our stockholders who meet the eligibility requirements for submitting stockholder proposals for inclusion in the Company’s next proxy statement. If an interested party, including eligible stockholder wishes to recommend a nominee, he or she should submit such recommendation in writing to the Chair, nominating and corporate governance committee, c/o Corporate Secretary of the Company, System1, Inc. 4235 Redwood Avenue, Los Angeles, California 90066, by the deadline for stockholder proposals set forth in the Company’s last proxy statement, specifying the information required by the nominating and corporate governance committee charter. All such recommendations will be brought to the attention of the nominating and corporate governance committee, and the nominating and corporate governance committee shall evaluate such director nominees in accordance with the same criteria applicable to the evaluation of all director nominees.

General Nomination Right of All Stockholders. Any stockholder may nominate one or more persons for election as a director at an annual meeting of stockholders if the stockholder complies with the notice, information and consent provisions contained in our Second Amended and Restated Bylaws (our “Bylaws”). In order for a stockholder’s director nomination to be timely, the stockholder must deliver written notice to our secretary not later than the close of business on the 120th day prior to the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for on a date that is not within thirty days before or sixty days after such anniversary date, notice by the stockholder

must be so received not more than the hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day following the date on which public announcement of the date of such meeting is first made. Such notification must contain the written consent of each proposed nominee to serve as a director if so elected and all other information required in Section 2.5 of our Bylaws.

Director Compensation

The information contained in “Executive and Director Compensation—Director Compensation” is incorporated herein by reference.

Stockholder Engagement

Management and directors engage with interested parties generally, including our stockholders, throughout the year in a variety of forums. Our interactions cover a broad range of governance and business topics, including proxy access, board elections, compensation practices, peer group composition and business strategy. Our engagement activities and meaningful exchanges to which we have been exposed provide us with a valuable understanding of our shareholders’ perspectives and an opportunity to share views with them. We look forward to maintaining an open line of dialogue with all interested parties, including our stockholders.

We encourage you to visit the Governance area of the “Investors” section of our website (https://ir.system1.com/governance/governance-documents/default.aspx) where you will find detailed information about our corporate governance practices and policies, including our nominating and corporate governance committee charter.

Communications with Directors

Interested parties, including our stockholders, who would like to send communications to our Board of Directors, any board committee or to any individual director may do so by submitting such communications to Corporate Secretary, c/o System1, Inc., 4235 Redwood Avenue, Los Angeles, California 90066. We suggest, but do not require, that such submissions include the name and contact information of the interested party, including identifying whether such interested party is a current stockholder, when making the submission and a description of the matter that is the subject of the communication. The Corporate Secretary will then distribute such information to our Board of Directors for review. Communications received by the Company may be reviewed by the Corporate Secretary to ensure appropriate and careful review of the matter.

Code of Ethics and Conduct

We have adopted a code of ethics and business conduct that applies to all employees, including employees of our subsidiaries, as well as each member of our Board of Directors. The code of ethics and business conduct is available at our website at https://ir.system1.com/governance/governance-documents/default.aspx.

We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this code of ethics by posting such information on our website, at the address specified above.

Item 11. Executive Compensation.

This section discusses the material components of the executive compensation program for our executive officers who are named in the “2025 Summary Compensation Table” below. In 2025, our “named executive officers” and their positions were as follows:

•Michael Blend, Chief Executive Officer

•Charles Ursini, Chief Operating Officer

•Tridivesh Kidambi, Chief Financial Officer

•Marc Mezzacca, President, CouponFollow

Messrs. Blend and Ursini did not receive any cash compensation from us during 2025 or 2024.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt in the future may differ materially from the currently planned programs summarized in this discussion.

2025 Summary Compensation Table

The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2025 and 2024:


Name and Principal Position	Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)(4)	Total ($)
Michael Blend	2025	—	—	601,490	—	34,843	636,333
Chief Executive Officer	2024	—	—	2,355,541	—	32,812	2,388,353
Charles Ursini	2025	450,000	—	2,994,365	—	29,974	3,474,339
Chief Operating Officer	2024	—	—	2,355,541	—	21,678	2,377,219
Tridivesh Kidambi	2025	450,000	142,135	612,967	211,800	34,057	1,450,959
Chief Financial Officer	2024	450,000	303,508	800,551	150,000	31,794	1,735,853
Marc Mezzacca	2025	300,000	—	90,050	9,123,003	36,001	9,549,054
President, CouponFollow	2024	35,568	—	2,448,709	41,512	34,019	2,559,808

_______________

(1)For fiscal year 2025, amounts reflect (i) for Mr. Kidambi, three spot bonuses totaling $142,135 paid in recognition of his performance throughout the year.

(2)For fiscal year 2025, amounts reflect (i) for Mr. Blend, the incremental fair market value of the modified stock appreciation rights granted in 2024 and modified in 2025 (ii) for Mr. Ursini, the incremental fair market value of the modified stock appreciation rights granted in 2024 modified in 2025 and the grant-date fair market value of restricted stock units granted in 2025 (iii) for Mr. Kidambi, the incremental fair market value of the modified stock appreciation rights granted in 2024 and modified in 2025 and the grant-date fair market value of restricted stock units and stock appreciation rights granted in 2025, and (iv) for Mr. Mezzacca, the grant-date fair market value of stock appreciation rights granted in 2025. For additional information on the amounts described in this subscript 2, see “Stock Awards” below.

(3)For fiscal year 2025, amounts reflect (i) for Mr. Kidambi, an annual bonus of $211,800 based on our 2024 operating and financial performance, including our annual adjusted EBITDA performance, as well as individual performance and (ii) for Mr. Mezzacca, the cash settlement of fixed and performance-based earnouts in connection with the Company’s acquisition of CouponFollow in 2022. For additional information on the amounts described in this subscript 3, see “2025 Cash Incentive Compensation” below.

(4)For fiscal year 2025, all other compensation consisted of (i) for Messrs. Blend and Ursini, Company payment of their health and welfare benefit plan premiums and (ii) for Mr. Kidambi, an employer-match contribution to our 401(k) plan in the amount of $21,000; a fitness stipend in the amount of $180; and Company payment of his health and welfare benefit plan premiums in the amount of $12,877 and (iii) for Mr. Mezzacca, Company payment of his health and welfare benefit plan premiums in the amount of $34,843; and a technology stipend of $1,158.

2025 Salaries

Each of our named executive officers (other than Mr. Blend) receive a base salary to compensate for services rendered to our company. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting and accounting for the executive’s skill set, experience, role and responsibilities. The aggregate base salary amounts earned by our named executive officers for 2025 are set forth

above in the Summary Compensation Table in the column entitled “Salary”. Effective April 8, 2025, Mr. Ursini's base salary was $450,000. Mr Kidambi's base salary during fiscal year 2025 was $450,000. Effective May 1, 2025, Mr. Mezzacca’s base salary was increased to $300,000.

2025 Cash Incentive Compensation

2025 Annual Cash Incentive Compensation

Mr. Kidambi is eligible to earn an annual cash incentive under our annual incentive program targeted at $300,000 based on our operating and financial performance, including our annual adjusted EBITDA performance, as well as individual performance. Messrs. Blend, Ursini and Mezzacca do not currently (and did not in 2025) participate in our annual cash incentive program. Based on the Company’s and Mr. Kidambi’s performance against these metrics during fiscal year 2025, Mr. Kidambi received an annual bonus of $202,800 for fiscal year 2025 under our annual incentive program, which amount was paid to Mr. Kidambi in the first quarter of 2026.

One-Time Bonuses

During fiscal year 2025, Mr. Kidambi received a discretionary cash bonus in the amount of $142,135, which was paid in three equal installments over the course of the year in order to reward Mr. Kidambi’s extraordinary efforts during 2025 and provide additional incentive in light of the decline in value of certain other non-cash incentives previously awarded to Mr. Kidambi.

Transaction Bonus

On February 28, 2025, Mr. Mezzacca received a cash award of $2,901,681 as payment in respect of a portion of the fixed earnout and $6,219,072 as payment in respect of a portion of the performance-based earnout due in connection with the Company’s acquisition of CouponFollow in March 2022, which award was issued pursuant to the System1, Inc. Earn-out Inducement Equity Incentive Plan approved in connection with the CouponFollow acquisition. Mr Mezzacca received a cash award of $8,806,304 as payment in respect of the final portion of the performance-based earnout in the first quarter of 2026. See Note 6 – Accrued Expenses and Other Current Liabilities to our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the securities and exchange commission on March 11, 2026 for more information on the earnouts.

Stock Awards

On June 10, 2025, the stock appreciation rights granted to Messrs. Blend, Ursini, and Kidambi in 2024 were amended and repriced after stockholder approval. See Note 13 – Stock-Based Compensation to our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the securities and exchange commission on March 11, 2026 for more information on the modification.

On July 29, 2025, Messrs. Kidambi and Mezzacca were granted 20,000 stock appreciation right awards. The awards will vest based on our achievement of Adjusted EBITDA performance targets defined in the 2024 stock appreciation rights plan and amendments, and is subject to the applicable executive’s continued service through the applicable vesting date.

Additionally, on July 29, 2025, Messrs. Ursini and Kidambi were granted 337,500 and 50,000 restricted stock unit awards, respectively. The awards will vest based on our achievement of Adjusted EBITDA performance targets defined in the 2024 stock appreciation rights plan and amendments, and is subject to the applicable executive’s continued service through the applicable vesting date.

Other Elements of Compensation

Retirement Plans

We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. We expect that our named executive officers will continue to be eligible to participate in the 401(k) plan on the same terms as other full-time employees. The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. Currently, we match contributions made by participants in the 401(k) plan up to a specified percentage of the employee contributions, and these matching contributions are fully vested as of the date on which the contribution is made. We believe that providing a vehicle for tax-deferred retirement savings through our 401(k) plan, and making fully vested matching contributions without any minimum prior service period, adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

Employee Benefits and Perquisites

Health/Welfare Plans. All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, which also cover their respective eligible dependents, including:

•medical, dental and vision benefits;

•medical and dependent care flexible spending accounts;

•short-term and long-term disability insurance; and

•life insurance.

We believe the benefits and perquisites described above are necessary and appropriate to provide a competitive compensation package to our named executive officers.

No Tax Gross-Ups

We do not make gross-up or similar payments to cover any of our named executive officers’ personal income taxes that may pertain to compensation or perquisites paid or provided by our company, including with respect to any taxes that may arise under or by operation of Internal Revenue Code Sections 280G or 409A.

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards held by Messrs. Blend, Ursini, Kidambi and Mezzacca as of December 31, 2025:


		Stock Awards
Name and Grant Date	Type of Award	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($) (1)		Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)
Michael Blend
7/1/2024	SARs-Tranche II				62,500	$	158,750
7/1/2024	SARs-Tranche III				62,500	191,875
7/1/2024	SARs-Tranche IV				62,500	200,000
Total					187,500	$	550,625
Charles Ursini
7/1/2024	SARs-Tranche II				62,500	$	158,750
7/1/2024	SARs-Tranche III				62,500	191,875
7/1/2024	SARs-Tranche IV				62,500	200,000
7/29/2025	RSU (3)	337,500	$	1,323,000
Total		337,500	$	1,323,000	187,500	$	550,625
Tridivesh Kidambi
5/10/2022	RSU (4)	625	$	2,450
7/18/2024	RSU (3)	4,189	16,421
7/1/2024	SARs-Tranche II				17,500	$	44,450
7/1/2024	SARs-Tranche III				17,500	53,725
7/1/2024	SARs-Tranche IV				17,500	56,000
7/29/2025	SARs-Tranche II				5,000	19,550
7/29/2025	SARs-Tranche III				5,000	25,400
7/29/2025	SARs-Tranche IV				5,000	26,200
7/29/2025	RSU (3)	50,000	196,000
Total		54,814	$	214,871	67,500	$	225,325
Marc Mezzacca
7/29/2025	SARs-Tranche II				5,000	$	19,550
7/29/2025	SARs-Tranche III				5,000	25,400
7/29/2025	SARs-Tranche IV				5,000	26,200
Total					15,000	$	71,150

_______________

(1)Amounts shown were determined by multiplying the number of shares or units shown in the table by the closing price of our common stock on December 31, 2025 (the last trading day of our last completed fiscal year) of $3.92 per share.

(2)Amounts shown for the 7/1/2024 SARs Grant were determined by multiplying the number of awards shown in the table by the modified fair market value of the SARs on June 10, 2025 (the date of the modification) of $2.54 for Tranche II, $3.07 for Tranche III, and $3.20 for Tranche IV. Amounts shown for the 7/29/2025 SARs Grant were determined by multiplying the number of awards shown in the table by the grant-date fair market value of the SARs on July 29, 2025 of $3.91 for Tranche II, $5.08 for Tranche III, and $5.24 for Tranche IV.

(3)Represents restricted stock units that are scheduled to vest (or did vest, as applicable) as to (i) thirty-three percent (33%) on the first anniversary of the vesting commencement date and (ii) one-eight (1/8th) of the remaining RSUs vest on each

quarterly anniversary of the vesting commencement date thereafter, in each case, subject to the executive’s continued service through the applicable vesting date.

(4)Represents restricted stock units that are scheduled to vest (or did vest, as applicable) as to (i) five percent (5%) on the first anniversary of the vesting commencement date, (ii) eleven and one-quarter percent (11.25%) on the next four (4) quarterly anniversaries of the vesting commencement date, and (iii) six and one-quarter percent (6.25%) on the next eight (8) quarterly anniversaries of the vesting commencement date thereafter, in each case, subject to the executive’s continued service through the applicable vesting date.

Executive Compensation Arrangements

During 2025, we were parties to employment agreements with Messrs. Kidambi and Mezzacca, the terms of which are summarized below. Messrs. Blend and Ursini were not party to an employment agreement with us during 2025.

Charles Ursini Compensation Arrangement

We are (and were during 2025) party to a compensation arrangement with Mr. Ursini, pursuant to which Mr. Ursini serves as our Chief Operating Officer. Mr. Ursini's compensation arrangement sets forth the initial terms and conditions of his employment, including his base salary.

Tridivesh Kidambi Employment Agreement

We are (and were during 2025) party to an employment agreement with Mr. Kidambi, pursuant to which Mr. Kidambi serves as our Chief Financial Officer. Mr. Kidambi’s employment agreement sets forth the initial terms and conditions of his employment, including his initial base salary and signing bonus. Under his employment agreement, if Mr. Kidambi’s employment with us is terminated without “cause” (as defined therein) or by Mr. Kidambi for “good reason” (as defined therein), he will be eligible for the following severance benefits: (i) continued payment of his then-current base salary for 3 months and (ii) company-subsidized COBRA premiums for up to 6 months.

Marc Mezzacca Employment Agreement

We are (and were during 2025) party to an employment agreement with Mr. Mezzacca, pursuant to which Mr. Mezzacca serves as our President, CouponFollow. Mr. Mezzacca’s employment agreement sets forth the initial terms and conditions of his employment, including his initial base salary. Under his employment agreement, if Mr. Mezzacca’s employment with us is terminated without “cause” (as defined therein) or by Mr. Mezzacca for “good reason” (as defined therein), he will be eligible for the following severance benefits: (i) a severance payment of $125,000 payable over 6 months, and (ii) company-subsidized COBRA premiums for up to 6 months. Mr. Mezzacca’s employment plan also references the earnout in connection with the Company’s acquisition of CouponFollow. On September 6, 2023, in connection with the modification of a holdback payment due to the sellers of CouponFollow, the Company modified Mr. Mezzacca’s employment plan with respect to certain conditions to the earnout. Please see Note 6 – Accrued Expenses and Other Current Liabilities to our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the securities and exchange commission on March 11, 2026 for more information on the earnout.

Pay versus performance

We are a “smaller reporting company” and have elected to provide in this Proxy Statement certain scaled disclosures permitted under the Exchange Act for smaller reporting companies. Under the scaled disclosure obligations, we are not required to provide, among other things, a Compensation Discussion and Analysis, a compensation committee report and certain other tabular and narrative disclosure related to executive compensation, tabular list of financial performance measures, and the table below (i) only includes the requisite information for two years, and (ii) does not include information with respect to peer total stockholder return ("TSR").

We refer to all the named executive officers covered in the PVP Table below, collectively, as the “PVP NEOs.” The PVP Table also provides information about the results for certain measures of financial performance during those same Covered Years. In reviewing this information, we believe you should consider:

•The information in columns (b) and (d) of the PVP Table comes directly from this year’s Summary Compensation Table, without adjustment, calculated in the manner as required under SEC rules for such table;

•As required by the SEC’s PVP rules, we describe the information in columns (c) and (e) of the PVP Table as “compensation actually paid” (or “CAP”) to the applicable PVP NEOs. However, we believe these CAP amounts do not entirely reflect the final compensation that our NEOs actually earned for their service in the Covered Years, respectively. Instead, in accordance with the SEC’s PVP rules the amounts represent a combination of realized pay (primarily for cash amounts and equity that vested in the applicable Covered Year) and realizable or accrued pay as of the last day of the applicable Covered Year (primarily for equity awards that are unvested or vested but unexercised). As a result, we urge investors to use caution when evaluating CAP amounts, as they are calculated in a manner different than any information that we may have presented before; and

•As required by the SEC’s PVP rules, we provide information in the PVP Table below about generally accepted accounting principles ("GAAP") net income results prepared in accordance with (the “External Measures”) during the Covered Years.


Year	Summary compensation table total for Principal Executive Officer ("PEO") (1)	Compensation actually paid to PEO (1) (2)	Average summary compensation table total for Non-PEO NEO's (1)	Average compensation actually paid to Non-PEO NEO's (1) (2)	Value of initial fixed $100 investment		Net Loss (4)
2025	636,333	(301,310)	4,824,784	4,219,242	$	17.57	$	(81,193,000)
2024	2,388,353	375,743	2,224,293	88,798	$	40.26	$	(97,298,000)

(1) The PEO and the non-PEO NEOs for each year are as follows:

•Michael Blend (PEO)

•Charles Ursini (Non-PEO)

•Tridivesh Kidambi (Non-PEO)

•Marc Mezzacca (Non-PEO)

(2) The dollar amounts reported in the “Compensation Actually Paid to PEO” column represent the amount of “compensation actually paid” to the PEO, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid to the PEO:


Year	Summary compensation table total for PEO	Less: Summary compensation table reported value of equity awards (a)	Plus: Equity award adjustments (b)	Equals: Compensation actually paid to PEO
2025	636,333	601,490	(336,153)	(301,310)
2024	2,388,353	2,355,541	342,931	375,743

(a) Represents the aggregate grant-date fair value of equity awards as reported in the “Option Awards” columns in the “Summary Compensation Table” for the applicable year.

(b) The equity award adjustments for each applicable year were as set forth in the table below. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:


Year	Year end fair value of outstanding and unvested equity awards granted in the covered year	Year over year change in fair value of outstanding and unvested equity awards granted in prior years	Vesting date fair value of equity awards granted in the covered year that vested in the covered year	Change in fair value of equity awards granted in prior years that vested in the covered year (from prior year end to vesting date)	Fair value at the end of the prior year of equity awards that failed to vest in the covered year	Value of dividend equivalents accrued or other Earnings paid on stock awards not otherwise reflected in fair value	Total equity award adjustments
2025	—	(66,253)	—	(140,703)	129,197	—	(336,153)
2024	342,931	—	—	—	—	—	342,931

The dollar amounts reported in the “Average Compensation Actually Paid to Non-PEO NEOs” column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the PEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the NEOs (excluding the PEO) during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding the PEO) or each year to determine the compensation actually paid:


Year	Average reported summary Compensation Table total for Non-PEO NEOs	Less: Summary compensation table average reported value of equity awards	Plus: Average equity award adjustments (c)	Equals: Average compensation actually paid to Non-PEO NEOs
2025	4,824,784	1,232,461	626,919	4,219,242
2024	2,224,293	1,868,267	(267,228)	88,798

(c) The amounts deducted or added in calculating the total average equity award adjustments are as follows (figures in columns other than “Total Average Equity Award Adjustments” are rounded to the nearest dollar):


Year	Average year end fair value of outstanding and unvested equity awards granted in the covered year	Average year over year change in fair value of outstanding and unvested equity awards granted in prior years	Vesting date fair value of equity awards granted in the covered year that vested in the covered year	Average change in fair value of equity awards granted in prior years that vested in the covered year (from prior year end to vesting date)	Average fair value at the end of the prior year of equity awards that failed to vest in the covered year	Value of dividend equivalents accrued or other Earnings paid on stock awards not otherwise reflected in fair value	Total average equity award adjustments
2025	917,369	(28,268)	6,292	(60,033)	208,441	—	626,919
2024	174,001	—	—	—	441,229	—	(267,228)

(3) In calculating the “compensation actually paid” amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant.

(4) Represents the amount of net loss reflected in the Company’s audited GAAP financial statements for each applicable fiscal year. The Company’s net comprehensive loss for the years ended December 31, 2025 and 2024 was approximately $80,841,000 and $97,798,000, respectively.

One objective of the “Pay Versus Performance Table” is to illustrate how performance-based features in our executive compensation program operate to index pay to performance. As further explained below, we believe that the table reflects an alignment of compensation actually paid with the decline in the Company’s performance.

Compensation Actually Paid versus Company Net Loss

As outlined in the table, decreases in the compensation values for our PEO and non-PEO NEOs occurred from 2024 through 2025, while the net losses decreased for same period. The decrease in compensation actually paid from 2024 to 2025 is primarily the result of the structuring of the compensation arrangements for the PEO and non-PEO During 2025, the value of stock awards decreased significantly. As such, there was a reduction in their compensation actually paid. We are primarily focused on shareholder value creation and, accordingly, we have not historically used net income (loss) as a performance measurement in our executive compensation. Therefore, while the Board of Directors monitors our net income (loss), we do not currently believe there is a meaningful relationship between our net loss and compensation actually paid to our NEOs during the periods presented.

2025 Director Compensation

The following individuals served as our non-employee directors in 2025: Ryan Caswell, John Civantos, Dexter Fowler, Caroline Horn, Moujan Kazerani, Tanmay Kumar, Frank Martire, Jennifer Prince and Taryn Naidu. Mr. Fowler and Ms. Prince voluntarily resigned from our Board of Directors effective April 2025, and Messrs. Caswell and Martire voluntarily resigned from our Board of Directors effective December 2025 and January 2026, respectively. We maintain a Non-Employee Director Compensation Program, which was amended and restated for the one-year period following the Company’s 2025 annual meeting of stockholders, the terms of which are further discussed below under “—Director Compensation Program”.

Pursuant to the Amended and Restated Non-Employee Director Compensation Program, we paid cash retainers payable quarterly in arrears for service on the board and on the various committees of the board (described in further

detail below), and we also awarded restricted stock units covering shares of our Class A Common Stock to our non-employee directors during fiscal year 2025 (i) upon their re-election to the Board (in the case of our Class III Directors, including Messrs. Caswell, Civantos and Kumar) at the Company’s annual meeting of shareholders held in June 2025 and (ii) in connection with their continued service on the Board (in the case of our non-employee Class I and Class II Directors, including Mses. Horn and Kazerani and Messrs. Blend, Naidu and Ursini). Twenty-five percent of the restricted stock units subject to each such award vested commencing on September 15, 2025 and each quarterly anniversary thereafter through June 15, 2026, subject to the applicable non-employee director’s continued service through the applicable vesting date. On April 15, 2025, Mr. Dexter Fowler and Ms. Jennifer Prince voluntarily resigned from the Board and the Board sized was reduced from eleven directors to nine directors. On December 1, 2025, Mr. Ryan Caswell and on January 9, 2026, Mr. Frank Martire voluntarily resigned from the Board.

The table below summarizes the value of the compensation we paid to our non-employee directors during the year ended December 31, 2025, all of which was paid in the form restricted stock units awarded under the Company’s Amended and Restated Non-Employee Director Compensation Program:


Name	Stock Awards (1)		Fees Earned or Paid In Cash (2)		Total
John Civantos	$	93,300	$	40,000	$	133,300
Dexter Fowler (3)	93,300		30,000		123,300
Caroline Horn	93,300		45,000		138,300
Moujan Kazerani	93,300		70,000		163,300
Tanmay Kumar	93,300		80,000		173,300
Frank Martire (4)	93,300		30,000		123,300
Taryn Naidu	93,300		60,000		153,300
Jennifer Prince (3)	93,300		30,000		123,300
Ryan Caswell (3)	93,300		30,000		123,300

__________________

(1)Amounts reflect the full grant-date fair value of restricted stock units granted during 2025 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards made to our directors in Note 13 - Stock-Based Compensation to our annual consolidated financial statements.

(2)Amounts reflect the full cash compensation granted including committee fees, rather than the amounts paid to or realized by the named individual.

(3)Renounced their non-employee director positions in 2025.

(4)Renounced their non-employee director positions in 2026.

The aggregate unvested restricted stock units held as of December 31, 2025 by each non-employee director who was serving as of December 31, 2025 were as follows: John Civantos - 7,500; Caroline Horn - 7,500; Moujan Kazerani - 7,500; Tanmay Kumar - 7,500; Frank Martire - 7,500; and Taryn Naidu - 7,500.

Additionally, we reimbursed our non-employee directors for their reasonable expenses incurred in attending meetings of the Board and its committees, as well as for certain expenses incurred in connection with attending corporate governance programs.

Director Compensation Program

Commencing with the Company’s annual stockholders meeting in 2025, eligible directors are entitled to receive cash and equity compensation for their service on the Board under the Amended and Restated Non-Employee Director Compensation Program as follows:

1.Annual Equity Awards. The Company will grant an award of restricted stock units in an amount equal to $120,000 divided by the greater of (i) the closing price of the Company’s common stock on the Effective Date or the date of the Annual Meeting (as applicable) or (ii) $10.00 per share to each eligible director who is serving on the Board as of the date of the Company’s annual stockholders meeting or who is initially elected or appointed to serve on the Board at such annual meeting and, in either case, who will continue to serve on the Board immediately following such annual meeting.

2.Initial Equity Awards. For eligible directors initially elected or appointed to serve on the Board after the Company’s annual stockholders meeting (and other than on the date of an annual meeting), the Company will grant an award of restricted stock units in an amount equal to $150,000, multiplied by a fraction, (a) the numerator of which is the difference between 365 and the number of days from the immediately preceding annual stockholders meeting date through the appointment or election date and (b) the denominator of which is 365, divided by the greater of (i) the closing price of the Company's common stock on the Effective Date or the date of the Annual Meeting (as applicable) or (ii) $10.00 per share.

3.Annual Cash Retainer. The Company will pay to each eligible director who is serving on the Board as of the date of the Company’s annual stockholders meeting or who is initially elected or appointed to serve on the Board at such annual meeting and, in either case, who will continue to serve on the Board immediately following such annual meeting shall be entitled to receive a cash retainer of $60,000 per annum payable quarterly in arrears.

4.Initial Cash Retainer. For eligible directors initially elected or appointed to serve on the Board after the Company’s annual stockholders meeting (and other than on the date of an annual meeting), the Company shall be entitled to receive a cash retainer of $60,000 multiplied by a fraction, (a) the numerator of which is the difference between 365 and the number of days from the immediately preceding annual stockholders meeting date through the appointment or election date and (b) the denominator of which is 365 per annum, payable quarterly in arrears over the remaining term until the next annual stockholders meeting.

5.Committee Cash Retainers. The Company shall pay to eligible directors serving on a committee of the Board additional cash retainers as follows (prorated for any partial year of service):

1.Audit Committee Cash Retainer. An eligible director who serves as Chairperson of the Audit Committee shall be entitled to receive a cash retainer of $50,000 for such service and an eligible director serving as a member of the Audit Committee (other than the Chairperson) shall be entitled to receive an additional cash retainer of $20,000 for such service.

2.Compensation Committee Cash Retainer. An eligible director who serves as Chairperson of the Compensation Committee shall be entitled to receive a cash retainer of $20,000 for such service and an eligible director serving as a member of the Compensation Committee (other than the Chairperson) shall be entitled to receive an additional cash retainer of $10,000 for such service.

3.Nominating and Corporate Governance Committee Cash Retainer. An eligible director who serves as Chairperson of the Nominating and Corporate Governance Committee shall be entitled to receive a cash retainer of $15,000 for such service and an eligible director serving as a member of the Nominating and Corporate Governance Committee (other than the Chairperson) shall be entitled to receive an additional cash retainer of $10,000 for such service.

Each award vests as to twenty-five percent (25%) of the award on each of the first three (3) quarterly anniversaries of the applicable grant date, and as to the remaining twenty-five percent (25%) of the award on the earlier to occur of (x) the one-year anniversary of the applicable grant date and (y) the date of the next annual meeting of stockholders following the grant date, subject to the applicable eligible director’s continued service on the Board (or a committee of the Board, as applicable).

All awards of the Amended and Restated Non-Employee Director Compensation Program will be granted under, and shall be subject to the terms and provisions of, the Award Plan.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information known to us with respect to beneficial ownership of our common stock as of April 15, 2026 for (i) each member of our Board, (ii) each holder of 5.0% or greater of our common stock, (iii) our Named Executive Officers and executive officers, and (iv) all executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. Shares subject to options, restricted stock units or other equity awards that are exercisable or vest within 60 days following April 15, 2026 are deemed to be outstanding and beneficially owned by the optionee for the purpose of computing share and percentage ownership of that stockholder, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The percentage of shares beneficially owned is based on 8,151,316 shares of Class A Common Stock and 1,788,758 shares of Class C Common Stock outstanding as of April 15, 2026 . Except as affected by applicable community property laws, all persons listed have sole voting and investment power for all shares shown as beneficially owned by them.

Name of Beneficial Owner

Shares of Class A Common Stock†

Class A Common Stock Beneficial Ownership Percentage

Voting Power Percentage††

Directors and Executive Officers

Michael Blend (1)

3,500

Brian Coppola (2)

57,112

Tridivesh Kidambi (3)

168,239

2.0%

1.7%

Beth Sestanovich (4)

42,458

Daniel Weinrot (5)

25,479

Charles Ursini (6)

117,277

John Civantos (7)

95,733

Caroline Horn (8)

37,417

Moujan Kazerani (9)

47,609

Tanmay Kumar (10)

35,196

Taryn Naidu (11)

38,560

All Directors and Executive Officers (11 Individuals)

668,580

8.0%

6.7%

Greater than 5% Holders

The Blend Family Foundation (12)

579,644

Stanley Blend (13)

1,156,047

11.6%

CEE Holdings Trust (14)

1,402,025

14.1%

Kenloch Holdings LLC (15)

2,344,482

23.6%

__________________

*Represents beneficial ownership of less than 1%.

†Represents shares of Class A Common Stock that the stockholders shown (i) beneficially own as of April 15, 2026 or (ii) have the right to acquire within 60 days upon exercise or vesting of (a) warrants, stock options, RSUs and other equity awards held by the stockholder or (b) the stockholder’s redemption right of any Class B Units in System1 Holdings held by such stockholder as described in the immediately subsequent footnote below. The shares included in this column are deemed to be outstanding in calculating the percentage ownership of Class A Common Stock of such stockholder, but are not deemed to be outstanding as to any other stockholder.

††Includes shares that the stockholders shown have the right to acquire as of April 15, 2026 or within 60 days thereafter as described in immediately preceding footnote above. Assumes redemption of all Class B Units by all members of System1

Holdings (and cancellation of the corresponding shares of Class C Common Stock of the Company) for shares of Class A Common Stock, which would have resulted in an additional 1,788,758 shares of Class A Common Stock outstanding as of April 15, 2026 . Holders of Class B Units of System1 Holdings are entitled to have their Class B Units of System1 Holdings exchanged or redeemed for Class A Common Stock on a one-for-one basis or, at the election of the Company, a cash payment in an amount per Class B Unit of System1 Holdings redeemed and calculated based on the volume weighted average market price of a share of Class A Common Stock at the time of redemption. The Class B Units of System1 Holdings do not have voting rights, but holders of Class B Units of System1 Holdings own a corresponding number of shares of Class C Common Stock of the Company, which have voting rights and vote together with the shares of Class A Common Stock.

(1)Consists of 3,500 Public Warrants exercisable for 3,500 shares of Class A Common Stock at an exercise price of $111.50 per share. Excludes: 554,507 shares of Class A Common Stock and 25,137 Class A Common Stock issuable upon the exchange or redemption of 25,137 Class B Units of System1 Holdings (and the corresponding shares of Class C Common Stock of the Company), in each case, directly held by The Blend Family Foundation. Excludes (i) 49,629 shares of Class A Common Stock held by OpenMail2. OpenMail2 is jointly controlled by Michael Blend, Charles Ursini and Tridivesh Kidambi as members of the board of managers thereof, and they may be deemed to jointly control the voting and dispositive power over the shares held by OpenMail2.

(2)Consists of (i) 23,638 shares of Class A Common Stock and 33,474 shares of Class A Common Stock issuable upon the exchange or redemption of 33,474 Class B Units of System1 Holdings (and cancellation of the corresponding shares of Class C Common Stock of the Company) held directly by Mr. Coppola.

(3)Consists of (i) 94,419 shares of Class A Common Stock and 68,783 shares of Class A Common Stock issuable upon the exchange or redemption of 68,783 Class B Units of System1 Holdings (and cancellation of the corresponding shares of Class C Common Stock of the Company), in each case, held directly by Mr. Kidambi and (iii) 5,037 shares of Class A Common Stock held by Mr. Kidambi’s spouse (who is also an employee of the Company). Excludes (i) 49,629 shares of Class A Common Stock held by OpenMail2. OpenMail2 is jointly controlled by Michael Blend, Charles Ursini and Tridivesh Kidambi as members of the board of managers thereof, and they may be deemed to jointly control the voting and dispositive power over the shares held by OpenMail2.

(4)Consists of (i) 16,937 shares of Class A Common Stock and 25,521 shares of Class A Common Stock issuable upon the exchange or redemption of 25,521 Class B Units of System1 Holdings (and cancellation of the corresponding shares of Class C Common Stock of the Company) held by Ms. Sestanovich.

(5)Consists of (i) 14,543 shares of Class A Common Stock and 10,936 shares of Class A Common Stock issuable upon the exchange or redemption of 10,936 Class B Units of System1 Holdings (and cancellation of the corresponding shares of Class C Common Stock of the Company) held by Mr. Weinrot.

(6)Consists of (i) 31,500 shares of Class A Common Stock held directly by Mr. Ursini, (ii) 10,779 shares of Class A Common Stock and 29,476 shares of Class A Common Stock issuable upon exchange or redemption of 29,476 Class B Units of System1 Holdings (and cancellation of the corresponding shares of Class C Common Stock of the Company), in each case, held by FGL Labs, LLC, of which Mr. Ursini is the sole managing member. Excludes (i) 49,629 shares of Class A Common Stock held by OpenMail2 and (ii) 8,677 shares of Class A Common Stock and 36,845 shares of Class A Common Stock issuable upon exchange or redemption of 36,845 Class B Units of System1 Holdings (and cancellation of the corresponding shares of Class C Common Stock of the Company), in each case, held by the Ursini Childrens Trust, a trust established for the benefit of Mr. Ursini’s children. OpenMail2 is jointly controlled by Michael Blend, Charles Ursini and Tridivesh Kidambi as members of the board of managers thereof, and they may be deemed to jointly control the voting and dispositive power over the shares held by OpenMail2.

(7)Consists of (i) 74,422 shares of Class A Common Stock held directly by Mr. Civantos, (ii) 3,750 shares of Class A Common Stock issuable within 60 days from unvested RSUs granted to the stockholder, (iii) 10,000 Public Warrants exercisable for 10,000 shares of Class A Common Stock at an exercise price of $111.50 per share held directly by Mr. Civantos and (iv) 7,561 shares of Class A Common Stock securities held by the John Civantos 2011 Family Trust, which shares held by such trust Mr. Civantos disclaims beneficial interest in such securities except to any pecuniary interest therein.

(8)Consists of (i) 33,667 shares of Class A Common Stock held directly by Ms. Horn and (ii) 3,750 shares of Class A Common Stock issuable within 60 days from unvested RSUs granted to the stockholder.

(9)Consists of (i) 36,539 shares of Class A Common Stock held directly Ms. Kazerani, (ii) 3,750 shares of Class A Common Stock issuable within 60 days from unvested RSUs granted to the stockholder, (iii) 2,050 shares of Class A Common Stock and 4,070 shares of Class A Common Stock issuable upon exercise of 4,070 Public Warrants, in each case, held directly by Mr. Kazerani, the spouse of Ms. Kazerani and (iv) 1,200 shares of Class A Common Stock held by Ms. Kazerani’s in-laws, over which shares Ms. Kazerani’s spouse has voting and dispositive power pursuant to a power of attorney granted to him.

(10)Consists of (i) 31,446 shares of Class A Common Stock held directly by Mr. Kumar and (ii) 3,750 shares of Class A Common Stock issuable within 60 days from unvested RSUs granted to the stockholder.

(11)Consists of (i) 34,810 shares of Class A Common Stock held directly by Mr. Naidu and (ii) 3,750 shares of Class A Common Stock issuable within 60 days from unvested RSUs granted to the stockholder.

(12)Consists of 554,507 shares of Class A Common Stock and 25,137 shares of Class A Common Stock issuable upon exchange or redemption of 25,137 Class B Units of System1 Holdings (and cancellation of the corresponding shares of Class C

Common Stock of the Company) held by the Blend Family Foundation. The directors of The Blend Family Foundation are Michael Blend, Sandra Blend and Stanley Blend.

(13)Consists of (i) 250,000 shares of Class A Common Stock and 447,714 shares of Class A Common Stock issuable upon exchange or redemption of 447,714 Class B Units of System1 Holdings (and cancellation of the corresponding shares of Class C Common Stock of the Company), in each case, directly held by Lone Star Friends Trust, over which Mr. Blend is the trustee with sole voting and dispositive power, (ii) 151,761 shares of Class A Common Stock and 75,137 shares of Class A Common Stock issuable upon exchange or redemption of 75,137 Class B Units of System1 Holdings (and the corresponding shares of Class C Common Stock of the Company) directly held by the Dante Jacob Blend Trust, for which Mr. Blend is the trustee with sole voting and dispositive power, (iii) 151,762 shares of Class A Common Stock and 75,137 shares of Class A Common Stock issuable upon exchange or redemption of 75,137 Class B Units of System1 Holdings (and the corresponding shares of Class C Common Stock of the Issuer) directly held by the Nola Delfina Blend Trust, for which Mr. Blend is the trustee with sole voting and dispositive power, and (iv) 45,367 shares of Class A Common Stock directly held by Mr. Blend in his individual capacity. Excludes 554,507 shares of class A Common Stock and 25,137 shares of Class A Common Stock issuable upon the exchange or redemption of 25,137 Class B Units of System1 Holdings (and the corresponding shares of Class C Common Stock of the Company), in each case, directly held by The Blend Family Foundation. The directors of The Blend Family Foundation are Michael Blend, Sandra Blend and Stanley Blend.

(14)Consists of (i) 919,564 shares of Class A Common Stock and 341,526 shares of Class A Common Stock issuable upon exchange or redemption of 341,526 Class B Units of System1 Holdings (and cancellation of the corresponding shares of Class C Common Stock of the Company), in each case, held by CEE Holdings Trust and (ii) 140,935 Public Warrants exercisable for 140,935 shares of Class A Common Stock at an exercise price of $111.50 per share held by CEE Holdings Trust. With respect to shares of Class A Common Stock securities held (or have the right to be acquired) by CEE Holdings Trust, Mr. Ursini disclaims beneficial interest in such securities except to any pecuniary interest therein. Excludes (i) 49,629 shares of Class A Common Stock held by OpenMail2 and (ii) 8,677 shares of Class A Common Stock and 36,846 shares of Class A Common Stock issuable upon exchange or redemption of 36,846 Class B Units of System1 Holdings (and cancellation of the corresponding shares of Class C Common Stock of the Company), in each case, held by the Ursini Childrens Trust, a trust established for the benefit of Mr. Ursini’s children. OpenMail2 is jointly controlled by Michael Blend, Charles Ursini and Tridivesh Kidambi as members of the board of managers thereof, and they may be deemed to jointly control the voting and dispositive power over the shares held by OpenMail2.

(15)Consists of 2,344,482 shares of Class A Common Stock held directly by Kenloch Holdings. Kenloch Holdings is controlled by Michael Blend, as the designated Manager, on behalf of the other Members of Kenloch Holdings, which include the Blend Family Foundation, CEE Holdings Trust, Messrs. Civantos and Naidu, TK Squared Family Trust (a trust established for the benefit of Mr. Kidambi and his spouse) and Mr. Marc Mezzacca.

Equity Compensation Plan Information

The following table provides information as of as of December 31, 2025, with respect to the shares of the Company’s Common Stock that may be issued under the Company’s existing compensation plans.1


	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(1)
Equity compensation plans approved by security holders	—	—	132,043
Equity compensation plans not approved by security holders	—	—	247,575
Totals	—	—	379,618

__________________

(1)Consists of shares available for future issuance under our 2022 Incentive Award Plan. The number of shares available for issuance under the 2022 Award Plan will be annually increased on January 1 of each calendar year (beginning in 2023 and ending in 2032) by an amount equal to the lesser of (i) 2.5% of the total number of shares of Common Stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by our Compensation Committee of the Board of Directors.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Indemnification agreements

We have entered into indemnification agreements with each of our directors and executive officers. These indemnification agreements, our Charter and our Bylaws require us to indemnify our directors to the fullest extent not prohibited by Delaware law. Subject to certain limitations, our Bylaws also require us to advance expenses incurred by our directors and officers.

There is no pending litigation or proceeding naming any of our directors or officers to which indemnification is being sought, and we are not aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

Policies and procedures for related party transactions

We have adopted a related-party transaction policy setting forth the policies and procedures for the review and approval or ratification of transactions involving us and “related persons.” For the purposes of this policy, “related persons” includes our executive officers and directors or their immediate family members, stockholders owning five percent or more of our outstanding common stock and their immediate family members and entities in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a ten percent or greater beneficial ownership interest.

The policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our audit committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction with an unrelated party and the extent of the related person’s interest in the transaction. All related-party transactions may only be consummated if our audit committee has approved or ratified such transaction in accordance with the guidelines set forth in the policy. Any member of the audit committee who is a related person with respect to a transaction under review will not be permitted to participate in the deliberations or vote respecting approval or ratification of the transaction. However, such director may be counted in determining the presence of a quorum at a meeting of the audit committee that considers the transaction.

Director Independence

Item 14. Principal Accountant Fees and Services.

Principal Accountant Fees and Services

Our audit committee has selected Deloitte to serve as our independent registered public accounting firm to audit the consolidated financial statements of System1, Inc. for the fiscal year ending December 31, 2025. Deloitte has served as our auditor since 2024. A representative of Deloitte is expected to be present virtually at the annual meeting to respond to appropriate questions and make a statement if he or she so desires.

The following table sets forth the aggregate fees billed to the Company by the current independent registered public accounting firm, Deloitte for the fiscal years ended December 31, 2025 and December 31, 2024, respectively:


Fee Category	2025		2024
Audit Fees (1)	$	1,711,003	$	1,304,460
Tax Fees (2)	21,151		1,057,454
All Other Fees (3)	1,895		—
Total	$	1,734,049	$	2,361,914

(1) Audit Fees consisted of professional services rendered for the audit of our annual consolidated financial statements; the review of our quarterly condensed consolidated financial statements; comfort letters, consents, and assistance with and review of other documents filed with the SEC; and other accounting and financial reporting consultation and research work billed as audit fees or necessary to comply with the standards of the Public Company Accounting Oversight Board (United States). For the 2024 fiscal year, any fees related to our previous auditor were not included.

(2) Tax fees consisted of fees for tax compliance, advice, and planning services and consisted primarily of restructuring advice, review of transfer pricing, and international tax advice related to equity compensation.

(3) All Other Fees are related to license fees for accounting research software.

Pre-Approval of Audit and Non-Audit Services

The audit committee pre-approves all audit, audit-related, tax, and other services performed by our independent auditors. The audit committee pre-approves specific categories of services up to pre-established fee thresholds. Unless the type of service had previously been pre-approved, the audit committee must approve that specific service before the independent auditors may perform it. In addition, separate approval is required if the amount of fees for any pre-approved category of service exceeds the fee thresholds established by the audit committee. The audit committee has delegated to the chair of the committee pre-approval authority with respect to permitted services, provided that the chair must report any pre-approval decisions to the committee at its next scheduled meeting. All fees described above were pre-approved by the audit committee.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a) We have filed the following documents as part of this Annual Report on Form 10-K:

1. Consolidated Financial Statements

No Consolidated Financial Statements are filed with this Amendment No. 1. These items were included as part of the Original Report.

2. Financial Statement Schedules

None

3. Exhibits

Exhibits required to be filed as part of this report are:

Incorporated by Reference

Filed or Furnished Herewith

Exhibit No.

Description

Form

File No.

Exhibit

Filing Date

31.1

Certification of principal executive officer pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of principal financial and accounting officer pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned hereunto duly authorized, on this 30th day of April, 2026.


		SYSTEM1, INC.
Date:	April 30, 2026	By:	/s/ Michael Blend
			Michael Blend
			Chief Executive Officer and Director
			(Principal Executive Officer)

Source: View Original Filing on SEC EDGAR

[10-K/A] System1, Inc. Amends Annual Report

Rhea-AI Filing Summary

Positive

Negative

Key Figures

Key Terms