System1 (NYSE: SST) reports board resignation of director Frank Martire Jr.

Rhea-AI Filing Summary

System1, Inc. reported that director Frank Martire Jr. resigned from its Board of Directors, effective at the close of business on January 9, 2026. He had served on the board since before the company’s deSPAC merger but was not serving on any Board committee at the time of his resignation.

The company stated that Mr. Martire’s decision to step down did not result from any disagreement with System1 regarding its operations, policies, or practices, indicating this is a voluntary governance change rather than a dispute-driven departure.

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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): January 9, 2026

System1, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39331

92-3978051

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

4235 Redwood Avenue Los Angeles, California

90066

(Address of principal executive offices)

(Zip Code)

(310) 924-6037

(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

Class A Common Stock, $0.0001 par value per share

SST

New York Stock Exchange

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. ☐

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Section 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Directors

On January 9, 2026, Frank Martire Jr. notified the Board of Directors (the "Board") of the Company of his resignation from the Board, effective as of the close of business on January 9, 2026. Mr. Martire, who served on the Company’s board prior to its deSPAC merger transaction, did not serve on a Committee of the Board as of the effective date of his resignation from the Board. Mr. Matire’s resignation from the Company’s Board did not arise as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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:

January 9, 2026

By:

/s/ Daniel J. Weinrot

Name:

Daniel J. Weinrot

Title:

General Counsel & Corporate Secretary

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FAQ

What board change did System1, Inc. (SST) disclose on January 9, 2026?

System1, Inc. disclosed that Frank Martire Jr. resigned from its Board of Directors, effective at the close of business on January 9, 2026.

Did Frank Martire Jr. have any disagreement with System1, Inc. (SST) leading to his resignation?

No. System1 stated that Mr. Martire’s resignation did not arise from any disagreement with the company on its operations, policies, or practices.

What roles did Frank Martire Jr. hold at System1, Inc. before resigning?

Frank Martire Jr. served as a member of the Board of Directors and had been on the board prior to System1’s deSPAC merger transaction. He was not serving on any Board committee at the time of his resignation.

When was the effective date of Frank Martire Jr.’s resignation from System1’s board?

His resignation from the System1 Board of Directors was effective as of the close of business on January 9, 2026.

Does System1, Inc. mention any changes to its officers or compensation in this disclosure?

No. The disclosure focuses on the departure of director Frank Martire Jr. and does not describe changes to officers or compensatory arrangements.

What exhibit was filed with System1, Inc.’s board change disclosure?

System1 included Exhibit 104, described as the Cover Page Interactive Data File embedded within the Inline XBRL document.