System1 plans voluntary NYSE exit around December 3, 2026
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
System1, Inc. (SST) reported third-quarter 2026 revenue of $26.0 million, compared with $61.6 million in the third quarter of 2025. GAAP gross profit was $20.7 million versus $22.8 million, and adjusted gross profit was $21.9 million versus $36.1 million. GAAP net loss was $61.5 million, compared with $22.0 million, while adjusted EBITDA was a loss of $0.7 million versus positive $9.9 million. Management attributed pressure to reduced Google monetization at Startpage and organic traffic losses at CouponFollow following Google's AI-overview changes.
System1 announced plans to voluntarily delist its Class A common stock from the NYSE and intends to file Form 25 on or about November 23, 2026. It expects the last NYSE trading day to be on or about December 3 and OTCQB quotation on or about December 4, subject to OTCQB approval. The company said the share price will likely be adversely affected and liquidity likely to decrease; it also said there is no guarantee a broker will continue making a market. Management said NYSE compliance costs outweighed listing benefits in the current market environment.
0 points · 0 major1 major · 4 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- None.
Negative
- Major pointGAAP net loss was $61.5 million, versus $22.0 million in Q3 2025.
- Moderate pointRevenue was $26.0 million, down from $61.6 million in Q3 2025.
- Moderate pointAdjusted EBITDA: $0.7 million loss versus positive $9.9 million in Q3 2025.
- Moderate point. Forward-looking: it has not happened yet and may not happen.NYSE exit: on or about December 3, 2026; liquidity likely to decrease.
Filing Explained
The NYSE delisting is planned, not completed; holders will not need to exchange existing shares, and System1 says it will remain subject to SEC reporting after delisting, while OTCQB quotation remains subject to approval.
8-K Event Classification
4 items: 2.02, 3.01, 7.01, 9.01
4 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Revenue: $26.0 million
GAAP gross profit: $20.7 million
Adjusted gross profit: $21.9 million
+2 more
5 metrics
Revenue
$26.0 million
Three months ended September 30, 2026; $61.6 million in the comparable 2025 period.
GAAP gross profit
$20.7 million
Third quarter of 2026; $22.8 million in the third quarter of 2025.
Adjusted gross profit
$21.9 million
Third quarter of 2026; $36.1 million in the third quarter of 2025.
GAAP net loss
$61.5 million loss
Third quarter of 2026; $22.0 million loss in the third quarter of 2025.
Adjusted EBITDA
$0.7 million loss
Third quarter of 2026; positive $9.9 million in the third quarter of 2025.
Key Terms
Adjusted EBITDA, Adjusted Gross Profit, Form 25, OTCQB Venture Market, +2 more
6 terms
Adjusted EBITDA financial
"Adjusted EBITDA of $(0.7) million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Adjusted Gross Profit financial
"Adjusted Gross Profit $21.9"
Adjusted gross profit is a company’s revenue from selling goods or services minus the direct costs of producing them, with one-time or unusual items added back or removed to show the core margin. Investors use it like a cleaned-up snapshot of how much a business actually earns on its products, similar to measuring body weight after removing heavy clothes, because it helps compare performance across periods and companies without noise from rare events.
Form 25 regulatory
"file a Form 25 with the Securities and Exchange Commission"
A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.
OTCQB Venture Market technical
"OTCQB Venture Market ("OTCQB")"
The OTCQB Venture Market is a tier of the over‑the‑counter (OTC) trading platform that groups early‑stage, smaller companies that do not meet the stricter requirements of higher OTC tiers. It gives investors a way to buy and sell shares in these higher‑risk, less mature firms with generally lower reporting and transparency standards; think of it as a marketplace’s “starter lane” where potential is available but uncertainty and volatility are higher, so investors should expect greater risk and do extra homework.
non-GAAP financial measures financial
"reconciliation of these non-GAAP financial measures"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
Impairment of goodwill financial
"Impairment of goodwill"
An impairment of goodwill happens when the extra value a company recorded for purchases like brands, customer lists or reputation turns out to be worth less than originally thought, so accountants reduce that value on the books. It matters to investors because it signals that past acquisitions are not delivering expected benefits, like discovering a purchased car is less reliable than advertised, and can lower reported earnings and the company's perceived future cash-generating power.
Earnings Snapshot
Revenue: $26.0 million
Third quarter of 2026 (three months ended September 30, 2026)
Revenue
$26.0 million
Compared with $61.6 million in the third quarter of 2025.
GAAP gross profit
$20.7 million
Compared with $22.8 million in the third quarter of 2025.
Adjusted gross profit
$21.9 million
Compared with $36.1 million in the third quarter of 2025.
GAAP net loss
$61.5 million loss
Compared with $22.0 million loss in the third quarter of 2025.
Adjusted EBITDA
$0.7 million loss
Compared with positive $9.9 million in the third quarter of 2025.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was SST's revenue in Q3 2026?
SST reported $26.0 million in revenue for the three months ended September 30, 2026, compared with $61.6 million for the three months ended September 30, 2025. Management cited reduced Google monetization at Startpage and AI-overview-related organic traffic losses at CouponFollow.
Why is SST voluntarily delisting from the NYSE?
Management said the cost of compliance required to remain listed on the NYSE outweighed the benefits in the current market environment. The company described the move as part of its effort to reduce general and administrative costs and said OTCQB's continued-listing requirements are expected to be more streamlined.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 12, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(Address of principal executive offices) | (Zip Code) | |||||||||||||
(
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Section 2 - Financial Information
Item 2.02 - Results of Operations and Financial Condition
On November 12, 2026, System1, Inc. (the “Company”) issued a press release announcing financial results for its quarter ended September 30, 2026. The full text of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing.
The Company makes reference to certain non-GAAP financial measures in the press release. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures and reasons for why the Company believes these non-GAAP financial measures are useful are contained in the attached press release.
Section 3 - Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 12, 2026, the Company provided notice of its intention to voluntarily delist the Company's Class A common stock, par value $0.0001 per share (the “Common Stock”), from the New York Stock Exchange (“NYSE”). The Company notified NYSE that it intends to file a Form 25 with the U.S. Securities and Exchange Commission on or about November 23, 2026 to effect the delisting of the Common Stock from NYSE. The removal of the Common Stock from NYSE will be effective 10 days after the filing of the Form 25.
Following the delisting of the Common Stock on NYSE, the Company expects that the Common Stock will be quoted for trading on a market operated by OTC Markets Group Inc. (the “OTC”) so that a trading market may continue to exist for such securities. There is no guarantee, however, that a broker will continue to make a market in the Common Stock. As a result of the foregoing, the price of the Company’s Common Stock will likely be adversely affected and there will likely be a decrease in the liquidity of the Company’s Common Stock.
Section 7 - Regulation FD
Item 7.01 - Regulation FD Disclosure
On November 12, 2026, the Company issued a press release regarding the intended delisting of the Common Stock. The press release is attached to this Current Report on Form 8-K as Exhibit 99.2.
The information in this Item 7.01, including Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
1
Section 9 - Financial Statements and Exhibits
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description | |||||||
99.1 | Earnings Press Release of System1, Inc. dated November 12, 2026 | |||||||
99.2 | Notice of delisting Press Release of System1, Inc. dated November 12, 2026 | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
System1, Inc. | |||||||||||
Date: | November 12, 2026 | By: | /s/ Tridivesh Kidambi | ||||||||
Name: | Tridivesh Kidambi | ||||||||||
Title: | Chief Financial Officer | ||||||||||
3
Exhibit 99.1
System1 Announces Third Quarter 2026 Financial Results
•Revenue of $26.0 million
•GAAP Gross Profit of $20.7 million, margin of 80%
•Adjusted Gross Profit of $21.9 million, margin of 84%
•GAAP Net Loss of $61.5 million
•Adjusted EBITDA of $(0.7) million
•Company announces intention to voluntarily delist from the New York Stock Exchange
LOS ANGELES, CA — November 12, 2026 – System1, Inc. (NYSE: SST) ("System1" or the "Company"), which operates flagship internet utilities including CouponFollow, MapQuest, and Startpage, and a best-in-class customer acquisition and marketing platform powered by artificial intelligence, today announced its financial results for the third quarter of 2026.
"Our third quarter was challenging, as Google's AI overviews continued to siphon traffic from publishers and Google reduced monetization for independent search engines," commented Michael Blend, System1’s Co-Founder & Chief Executive Officer. "We responded with a comprehensive strategic review of our businesses and a reallocation of resources to our offerings where AI is a tailwind. Our decision to move from the NYSE to the OTC Venture Market comes from the same discipline – lowering our costs and freeing our team to focus on growth initiatives."
Tridivesh Kidambi, Chief Financial Officer of System1, added, "Our third quarter results reflect continued pressure on Google monetization at Startpage and the loss of monetizable organic traffic to CouponFollow driven by Google displacing organic links with AI overviews on its search results pages. Our priority is maximizing cash flow and preserving liquidity while we invest selectively behind our highest-return opportunities."
Note: Adjusted Gross Profit and Adjusted EBITDA are non-GAAP metrics that are defined and reconciled at the end of this release.
Third Quarter 2026 Highlights
•The MapQuest app reached #1 on both the App Store and Android Play Store, driving over 3 million new app installs during the quarter. MapQuest continues to aggressively launch new product offerings, including surveillance camera coverage integrated into the consumer offering, an MCP server to facilitate agentic transactions, and a business listing solution for small and medium-sized businesses.
•Startpage was integrated into Mozilla's Firefox browser as an additional privacy choice to users. Traffic to the Startpage mobile browser app increased 47% year-over-year in the quarter, and crossed an all-time high of 712,000 daily searches.
•Cently, CouponFollow’s shopping browser extension, introduced several new features designed to make saving money simpler, including surfacing more coupon codes and highlighting those with higher success rates, automatically saving products shoppers browse, and making those saved items easy to organize and find.
About System1, Inc.
System1 operates flagship internet utilities including CouponFollow, MapQuest, and Startpage, and a best-in-class marketing platform powered by artificial intelligence, enabling third party publishers to monetize and maximize the
value of user traffic across a wide range of advertising category verticals. For more information, visit www.system1.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995, particularly any statements or materials regarding System1’s future results. Forward-looking statements include, but are not limited to, statements regarding System1 or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause System1’s actual financial results or operating performance to be materially different from those expressed or implied by these forward-looking statements. Readers or users of this press release should evaluate the risk factors summarized below, which summary list is not exclusive. Readers or users of this press release should also carefully review the "Risk Factors" and other information included in our Annual Report on Form 10-K for the fiscal year ending December 31, 2025, as well as our Form 10-Qs, Form 8-Ks and other reports filed with the Securities and Exchange Commission (the "SEC") from time to time. Please refer to these SEC filings for additional information regarding the risks and other factors that may impact System1’s business, prospects, financial results and operating performance.
Such risks, uncertainties and assumptions include, but are not limited to: (1) our ability to maintain our key relationships with network partners and advertisers, including our monetization arrangements; (2) our ability to collect, process, effectively utilize and safely store the first party data that we obtain through our services; (3) the performance of our marketing platform; (4) changes in customer demand for our services and our ability to quickly adapt to such changes; (5) our ability to maintain and attract consumers and advertisers in the face of changing economic or competitive conditions; (6) our ability to improve and maintain adequate internal control over financial reporting and remediate identified material weaknesses; (7) our ability to successfully source and complete acquisitions and to integrate the operations of companies System1 acquires; (8) our ability to raise financing in the future as and when needed or on market terms; (9) our ability to compete with existing competitors and the entry of new competitors in the market; (10) changes in applicable laws or regulations impacting the business in which we operate and our ability to maintain compliance with the various laws that our business and operations are subject to; (11) our ability to protect our intellectual property rights; (12) our integration of new and developing technologies, including the adoption of artificial intelligence and machine learning technologies; and (13) substantial doubt about our ability to continue as a going concern; and (14) other risks and uncertainties indicated from time to time in our filings with the SEC. The foregoing list of factors is not exclusive.
Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from any forward-looking statements contained in this press release. System1’s independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the forward-looking statements for the purpose of their inclusion in this press release, and accordingly, do not express an opinion or provide any other form of assurance with respect thereto for the purpose of this press release. System1 will not undertake any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. You should not take any statement regarding past trends or activities as a representation that such trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements.
Non-GAAP Measures: Adjusted Gross Profit and Adjusted EBITDA
Adjusted Gross Profit and Adjusted EBITDA are non-GAAP financial measures and represent key metrics used by System1's management and board of directors to measure the operational strength and performance of its core business, to establish budgets, and to develop operational goals for managing its business. Adjusted Gross Profit is defined as gross profit plus depreciation and amortization related to cost of revenues. Adjusted EBITDA is defined as net income (loss) before interest expense, income taxes, depreciation and amortization expense, impairment expense, stock-based compensation expense, deferred compensation, gain (loss) on extinguishment of debt, non-cash revaluation of warrant liability and acquisition and restructuring costs.
System1 believes Adjusted Gross Profit and Adjusted EBITDA are relevant and useful metrics for investors because it allows investors to view performance in a manner similar to the method used by management. There are limitations on the use of Adjusted Gross Profit and Adjusted EBITDA and it may not be comparable to similarly titled measures of other companies. Other companies, including companies in System1's industry, may calculate non-GAAP financial measures differently than System1 does, limiting the usefulness of those measures for comparative purposes.
Adjusted Gross Profit should not be considered a substitute for gross profit. Adjusted EBITDA should not be considered a substitute for income (loss) from operations, net income (loss), or net income (loss) attributable to System1 on a consolidated basis that System1 reports in accordance with GAAP. Although System1 uses Adjusted Gross Profit and Adjusted EBITDA as financial measures to assess the performance of its business, such use is limited because it does not include certain costs necessary to operate System1's business. System1's presentation of Adjusted Gross Profit and Adjusted EBITDA should not be construed as indications that its future results will be unaffected by unusual or nonrecurring items.
Exhibit 99.1
Unaudited Condensed Consolidated Statements of Operations
(In thousands)
Three Months Ended September 30, | |||||||||||
2026 | 2025 | ||||||||||
Revenue | $ | 25,951 | $ | 61,561 | |||||||
Operating expenses: | |||||||||||
Cost of revenue | 5,325 | 38,819 | |||||||||
Salaries and benefits | 15,896 | 21,354 | |||||||||
Selling, general, and administrative | 14,012 | 16,953 | |||||||||
Impairment of long-lived assets | 12,083 | — | |||||||||
Impairment of goodwill | 51,522 | — | |||||||||
Total operating expenses | 98,838 | 77,126 | |||||||||
Operating loss | (72,887) | (15,565) | |||||||||
Other (income) expense: | |||||||||||
Gain on troubled debt restructuring | (13,395) | — | |||||||||
Interest expense, net | 1,685 | 7,052 | |||||||||
Change in fair value of warrant liabilities | — | (71) | |||||||||
Total other (income) expense, net | (11,710) | 6,981 | |||||||||
Loss before income tax | (61,177) | (22,546) | |||||||||
Income tax expense (benefit) | 299 | (543) | |||||||||
Net loss | (61,476) | (22,003) | |||||||||
Less: Net loss attributable to non-controlling interest | (10,200) | (3,487) | |||||||||
Net loss attributable to System1, Inc. | $ | (51,276) | $ | (18,516) | |||||||
Exhibit 99.1
Unaudited Condensed Consolidated Balance Sheets
(In thousands, except for par values)
September 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | 12,417 | $ | 86,887 | |||||||
Restricted cash, current | — | 1,243 | |||||||||
Accounts receivable, net | 44,011 | 57,289 | |||||||||
Prepaid expenses and other current assets | 3,491 | 4,061 | |||||||||
Total current assets | 59,919 | 149,480 | |||||||||
Restricted cash, non-current | 757 | 379 | |||||||||
Property and equipment, net | 1,233 | 1,562 | |||||||||
Internal-use software development costs, net | 11,947 | 13,672 | |||||||||
Intangible assets, net | 79,596 | 148,089 | |||||||||
Goodwill | 30,885 | 82,407 | |||||||||
Operating lease right-of-use assets | 7,924 | 9,120 | |||||||||
Other non-current assets | 214 | 263 | |||||||||
Total assets | $ | 192,475 | $ | 404,972 | |||||||
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY | |||||||||||
Current liabilities: | |||||||||||
Accounts payable | $ | 10,905 | $ | 22,016 | |||||||
Accrued expenses and other current liabilities | 31,294 | 46,277 | |||||||||
Operating lease liabilities, current | 1,647 | 1,427 | |||||||||
Debt, net | 9,869 | 76,718 | |||||||||
Total current liabilities | 53,715 | 146,438 | |||||||||
Operating lease liabilities, non-current | 6,887 | 8,183 | |||||||||
Long-term debt, net | 210,132 | 228,399 | |||||||||
Deferred tax liability | 3,541 | 4,013 | |||||||||
Other non-current liabilities | 479 | 520 | |||||||||
Total liabilities | 274,754 | 387,553 | |||||||||
Temporary equity: | |||||||||||
Series A preferred stock $0.0001 par value; 100 shares authorized and 39 issued as of September 30, 2026 (liquidation preference of $40,654 as of September 30, 2026) | 31,705 | — | |||||||||
Stockholders' equity: | |||||||||||
Class A common stock $0.0001 par value; 500,000 shares authorized, 8,919 and 8,225 Class A shares issued as of September 30, 2026 and December 31, 2025, respectively | 1 | 1 | |||||||||
Class C common stock $0.0001 par value; 25,000 shares authorized, 1,778 and 1,813 Class C shares issued as of September 30, 2026 and December 31, 2025, respectively | — | — | |||||||||
Additional paid-in capital | 881,971 | 878,859 | |||||||||
Accumulated deficit | (958,621) | (847,679) | |||||||||
Accumulated other comprehensive loss | (319) | (157) | |||||||||
Treasury stock, at cost - 190 and 137 shares as of September 30, 2026 and December 31, 2025, respectively | (759) | (557) | |||||||||
Total stockholders' equity attributable to System1, Inc. | (77,727) | 30,467 | |||||||||
Non-controlling interest | (36,257) | (13,048) | |||||||||
Total stockholders' equity | (113,984) | 17,419 | |||||||||
Total liabilities, temporary equity and stockholders' equity | $ | 192,475 | $ | 404,972 | |||||||
Exhibit 99.1
The following table reconciles Revenue to Gross Profit and Adjusted Gross Profit for the periods presented (in millions):
Three Months Ended September 30, | |||||||||||
2026 | 2025 | ||||||||||
Revenue | $ | 26.0 | $ | 61.6 | |||||||
Less: Cost of revenue | (5.3) | (38.8) | |||||||||
Gross profit | 20.7 | 22.8 | |||||||||
Add: amortization included in cost of revenue | 1.2 | 13.3 | |||||||||
Adjusted Gross Profit | $ | 21.9 | $ | 36.1 | |||||||
Exhibit 99.1
The following table reconciles net loss to Adjusted EBITDA for the periods presented (in millions):
Three Months Ended September 30, | |||||||||||
2026 | 2025 | ||||||||||
Net loss | $ | (61.5) | $ | (22.0) | |||||||
Adjustments: | |||||||||||
Income tax expense (benefit) | 0.3 | (0.5) | |||||||||
Interest expense | 1.7 | 7.1 | |||||||||
Depreciation and amortization | 6.7 | 20.8 | |||||||||
Impairment of long-lived assets | 12.1 | — | |||||||||
Impairment of goodwill | 51.5 | — | |||||||||
Gain on troubled debt restructuring | (13.4) | — | |||||||||
Other expense | 0.1 | (0.2) | |||||||||
Stock-based compensation & distributions to members | 1.2 | 2.8 | |||||||||
Non-cash revaluation of warrant liability | — | (0.1) | |||||||||
Acquisition and restructuring costs | 0.6 | 2.0 | |||||||||
Adjusted EBITDA | $ | (0.7) | $ | 9.9 | |||||||
Investors:
System1 Investor Relations
ir@system1.com
Exhibit 99.2
System1 Announces Intention to Voluntarily Delist from The New York Stock Exchange
LOS ANGELES, CA – November 12, 2026 – System1, Inc. (NYSE: SST) ("System1" or the "Company"), which operates flagship internet utilities including CouponFollow, MapQuest, and Startpage, and a best-in-class customer acquisition and marketing platform powered by artificial intelligence, today announced its intention to voluntarily delist its common stock from the New York Stock Exchange ("NYSE"), and has correspondingly applied to have its Class A common stock quoted on the OTCQB Venture Market ("OTCQB").
The Company's management has been evaluating its listing options for its Class A Common Stock and has concluded that the cost of compliance required to remain listed on the NYSE outweighed the benefits the Company realized from being listed on the NYSE in the current market environment. This decision to voluntarily delist from the NYSE is in line with the Company’s on-going efforts to reduce its general and administrative costs, and the Company’s management expects to benefit from the OTCQB’s more streamlined administrative continued listing requirements.
By eliminating the continued listing standards required to remain listed on the NYSE, the Company’s management anticipates that it will be able to allocate greater focus and resources on its business operations and continuing to develop engaging products for the users of its core utilities.
The Company intends to file a Form 25 with the Securities and Exchange Commission to delist its Class A common stock from NYSE on or about November 23, 2026, and as a result, the Company expects that the last trading day of its Class A common stock on NYSE will be on or about December 3, 2026. The Company has also submitted an application to have its Class A common stock quoted on OTCQB, and currently expects that its Class A common stock will be approved for trading on the OTCQB on the trading day immediately following the date on which its Class A common stock is no longer listed for trading on the NYSE, which management estimates to be on or about December 4, 2026, subject to receiving approval for listing from the OTCQB. The Company expects a seamless transfer for the listing of its Class A common stock to the OTCQB, which will enable its investors to hold and trade their shares of the Company’s Class A common stock without interruption.
Following the delisting from the NYSE and the expected corresponding listing on the OTCQB, the Company will continue to remain subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended. As a result, the Company’s Stockholders will not be required to exchange any of their existing shares, and the Company expects electronic trading of its Class A common stock to continue to be available without any material disruption.
About System1, Inc.
System1 operates flagship internet utilities including CouponFollow, MapQuest, and Startpage, and a best-in-class marketing platform powered by artificial intelligence, enabling third party publishers to monetize and maximize the value of user traffic across a wide range of advertising category verticals. For more information, visit www.system1.com.
Investors:
System1 Investor Relations
ir@system1.com