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System1 (NYSE: SST) posts Q2 2026 revenue of $30,201k and Adjusted EBITDA

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Form Type
8-K

Rhea-AI Filing Summary

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

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

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

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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, and exhibit attachments filed with this report.
Revenue Q2 2026 30,201 thousand Revenue for the quarter ended June 30, 2026
Net loss Q2 2026 12,599 thousand Net income (loss) for the quarter ended June 30, 2026
Operating loss Q2 2026 8,291 thousand Operating income (loss) for the quarter ended June 30, 2026
Adjusted EBITDA Q2 2026 1,937 thousand Adjusted EBITDA for the quarter ended June 30, 2026
Marketing Revenue Q2 2026 10,724 thousand Marketing Revenue for the quarter ended June 30, 2026
Products Revenue Q2 2026 19,477 thousand Products Revenue for the quarter ended June 30, 2026
Sessions Q2 2026 686,860 Sessions for the quarter ended June 30, 2026
RPS Q2 2026 $0.03 Revenue per Session for the quarter ended June 30, 2026
Regulation FD regulatory
"being furnished and shall not be deemed "filed" for purposes of Section 18"
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
Adjusted EBITDA financial
"Adjusted EBITDA 1,937$ 2,716$ 8,170$ 9,882$ 11,722$"
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.
Non-GAAP Financials financial
"System1, Inc Non-GAAP Financials (in thousands)"
Active Marketing Partners financial
"Active Marketing Partners are partners who monetize user traffic"
Sessions technical
"Sessions are the total number of monetizable user visits to Products websites"
RPS financial
"RPS is Revenue divided by Sessions"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What revenue did System1 (SST) report for the quarter ended June 30, 2026?

System1 reported revenue of $30,201 thousand for the quarter ended June 30, 2026. This figure comes from its unaudited statements of operations included in the supplemental financial information furnished under Regulation FD.

What was System1 (SST)’s net loss for Q2 2026?

For the quarter ended June 30, 2026, System1 reported a net loss of $12,599 thousand. Loss from continuing operations was $15,332 thousand, partially offset by a $2,733 thousand loss attributable to noncontrolling interests.

How did System1 (SST)’s Adjusted EBITDA look in Q2 2026?

System1 reported Adjusted EBITDA of $1,937 thousand for the quarter ended June 30, 2026. This non-GAAP metric adjusts net loss for interest, taxes, depreciation, amortization, impairments, stock-based compensation, acquisition costs, and other specified items.

What key non-financial metrics did System1 (SST) disclose for Q2 2026?

For Q2 2026, System1 reported 686,860 sessions, Marketing Revenue of $10,724 thousand, Products Revenue of $19,477 thousand, and an RPS (revenue per session) of $0.03, highlighting user activity and monetization efficiency on its products.

What is the breakdown of System1 (SST)’s Marketing Revenue in Q2 2026?

In the quarter ended June 30, 2026, System1’s Marketing Revenue totaled $10,724 thousand, including Owned & Operated Marketing Revenue of $1,579 thousand and Partner Marketing Revenue of $9,145 thousand, reflecting different traffic monetization channels.

How is the Q2 2026 financial information for System1 (SST) treated under securities laws?

System1 states the Q2 2026 supplemental financial information is furnished, not filed, under Regulation FD. It is not subject to Section 18 Exchange Act liabilities and is not incorporated into other securities law documents unless specifically referenced.
0001805833FALSE00018058332026-08-052026-08-05

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): August 5, 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)
N/A
(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. ☐




Section 7 - Regulation FD

Item 7.01 - Regulation FD Disclosure

Supplemental Financial Information

On August 5, 2026, System1, Inc. (the "Company") posted supplemental financial information for its quarter ended June 30, 2026 on the Company’s website at https://ir.system1.com. A copy of the supplemental financial information is furnished herewith as Exhibit 99.1.

The Company’s website and the information contained on, or that can be accessed through, the Company’s website will not be deemed to be incorporated by reference in, and are not considered part of, this Current Report.

In accordance with General Instruction B.2 of Form 8-K, the foregoing supplemental financial information and related information (including the exhibit set forth in Item 9.01 hereto) in this Item 7.01 is being furnished and 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 regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.


Section 9 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits.
Exhibit No.
Description
99.1
Second Quarter 2026 Supplemental Financial Information
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
1


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:
August 5, 2026
By:
/s/ Tridivesh Kidambi
Name:
Tridivesh Kidambi
Title:
Chief Financial Officer

2
System1, Inc. Unaudited Statements of Operations (in thousands) QTD QTD QTD QTD QTD QTD QTD QTD QTD QTD YTD YTD YTD YTD YTD YTD YTD 30-Jun-26 31-Mar-26 31-Dec-25 30-Sep-25 30-Jun-25 31-Mar-25 31-Dec-24 30-Sep-24 30-Jun-24 31-Mar-24 30-Jun-26 31-Dec-25 30-Sep-25 30-Jun-25 31-Dec-24 30-Sep-24 30-Jun-24 Revenue 30,201 37,234 51,940 61,561 78,116 74,513 75,594 88,832 94,581 84,917 67,434 266,129 214,189 152,628 343,925 268,330 179,498 Operating cost and expenses: Cost of revenues 5,927 13,860 30,626 38,818 50,213 46,077 43,777 63,999 68,507 66,319 19,786 165,734 135,108 96,290 242,602 198,825 134,826 Salaries, commissions, and benefits 17,113 20,800 20,108 21,354 26,297 24,988 25,915 29,177 33,937 24,483 37,913 92,747 72,639 51,285 113,512 87,597 58,420 Selling, general, and administrative 14,540 16,789 18,651 16,953 17,510 16,574 17,806 17,472 21,223 19,911 31,330 69,688 51,038 34,085 76,411 58,606 41,134 Impairment of Goodwill and other long lived assets 911 36,822 - - - - - - - - 37,733 - - - - - - Total operating costs and expenses 38,492 88,271 69,385 77,125 94,020 87,639 87,498 110,648 123,667 110,712 126,762 328,169 258,785 181,659 432,525 345,028 234,379 Operating income (8,291) (51,037) (17,445) (15,565) (15,904) (13,127) (11,903) (21,816) (29,086) (25,795) (59,328) (62,040) (44,596) (29,031) (88,601) (76,698) (54,881) Loss (gain) on fair value of warrants - - (304) (71) 68 32 (915) 281 (1,501) (251) - (275) 29 100 (2,386) (1,471) (1,752) Loss on extinguishment of related-party debt - - - - - - - - (433) (19,676) - - - - (20,109) (20,109) (20,109) Realized tax benefit - - (5,253) - (5,253) - - - - - Interest expense 7,116 6,628 6,304 7,052 7,116 7,085 7,764 7,957 7,871 7,970 13,744 27,557 21,253 14,201 31,562 23,799 15,841 Income (loss) from continuing operations before income tax (15,407) (57,666) (18,191) (22,547) (23,087) (20,244) (18,752) (30,054) (35,023) (13,839) (73,072) (84,069) (65,878) (43,331) (97,668) (78,916) (48,862) Income tax expense (75) (75) (398) (543) (1,547) (387) (729) 585 (178) (48) (150) (2,875) (2,477) (1,934) (370) 359 (226) Net income (loss) from continuing operations (15,332) (57,591) (17,793) (22,004) (21,540) (19,857) (18,023) (30,639) (34,845) (13,791) (72,923) (81,193) (63,400) (41,397) (97,298) (79,275) (48,636) Net Income (Loss) Attributable to Noncontrolling Interest (2,733) (10,524) (4,309) (3,487) (4,079) (3,973) (3,862) (7,037) (8,472) (3,254) (13,257) (15,848) (11,539) (8,052) (22,625) (18,763) (11,726) Net income (12,599) (47,067) (13,484) (18,517) (17,461) (15,884) (14,161) (23,602) (26,373) (10,537) (59,666) (65,345) (51,861) (33,345) (74,673) (60,512) (36,910) Deprecation and amortization expense in Cost of revenues and Selling, general, and administrative: Cost of Revenues - D&A 1,223 4,909 13,557 13,343 13,091 13,050 12,884 12,828 12,709 12,620 6,131 53,041 39,484 26,141 51,041 38,157 25,329 SG&A - D&A 5,573 7,237 7,473 7,446 7,475 7,427 7,348 7,300 7,234 7,183 12,810 29,821 22,348 14,902 29,065 21,717 14,418 Total Depreciation & Amortization 6,795 12,146 21,030 20,789 20,566 20,477 20,232 20,128 19,943 19,804 18,941 82,862 61,832 41,042 80,107 59,875 39,747


 

System1, Inc Non-GAAP Financials (in thousands) QTD QTD QTD QTD QTD QTD QTD QTD QTD QTD YTD YTD YTD YTD YTD YTD YTD 30-Jun-26 31-Mar-26 31-Dec-25 30-Sep-25 30-Jun-25 31-Mar-25 31-Dec-24 30-Sep-24 30-Jun-24 31-Mar-24 30-Jun-26 31-Dec-25 30-Sep-25 30-Jun-25 31-Dec-24 30-Sep-24 30-Jun-24 Net income (loss) from continuing operations (15,332)$ (57,591)$ (17,793)$ (22,004)$ (21,540)$ (19,857)$ (18,023)$ (30,639)$ (34,845)$ (13,791)$ (72,923)$ (81,193)$ (63,401)$ (41,397)$ (97,298)$ (79,275)$ (48,636)$ Income tax expense (75) (75) (398) (543) (1,547) (387) (729) 585 (178) (48) (150) (2,875) (2,477) (1,934) (370) 359 (226) Interest expense 7,116 6,628 6,304 7,052 7,116 7,085 7,764 7,957 7,871 7,970 13,744 27,557 21,253 14,201 31,562 23,799 15,841 Depreciation & amortization 6,795 12,146 21,030 20,789 20,566 20,477 20,232 20,128 19,943 19,804 18,941 82,862 61,832 41,042 80,107 59,875 39,747 Impairment of Goodwill and other long lived assets 911 36,822 - - - - - - - - 37,733 Other income/expense (1) (49) (196) 86 (209) 246 (39) (111) 127 (36) (97) (245) 84 (2) 207 (117) (6) (133) Stock-based compensation and distributions to Members (2) 1,355 1,264 1,286 2,833 4,542 2,651 4,567 3,783 3,442 3,971 2,619 11,312 10,025 7,193 15,763 11,197 7,413 Revaluation of non-cash warrant liability - - (304) (71) 68 32 (915) 281 (1,501) (251) - (275) 29 100 (2,386) (1,471) (1,752) Loss on Extinguishment of related-party debt - - - - - - - - (433) (19,676) - - - - (20,109) (20,109) (20,109) Realized tax receivable agreement - - (5,253) - - - - - - - - (5,253) - - - - - Costs related to acquisitions/business combinations - 225 1,384 955 715 1,034 3,028 7,441 11,854 2,244 225 4,087 2,704 1,749 24,567 21,539 14,098 Other costs, including restructuring and legal settlements 1,215 3,492 1,828 1,079 1,557 1,091 2,067 683 3,810 297 4,707 5,554 3,727 2,648 6,857 4,790 4,107 Adjusted EBITDA 1,937$ 2,716$ 8,170$ 9,882$ 11,722$ 12,085$ 17,880$ 10,346$ 9,927$ 423$ 4,653$ 41,859$ 33,689$ 23,807$ 38,577$ 20,697$ 10,350$ (1) Non-cash adjustments related to foreign exchange and asset disposals (2) Comprised of distributions to equity holders and non-cash stock-based compensation


 

Non-Financial Metrics (In thousands except ratios) QTD QTD QTD QTD QTD QTD QTD QTD QTD QTD QTD YTD YTD YTD YTD YTD YTD YTD 30-Jun-26 31-Mar-26 31-Dec-25 30-Sep-25 30-Jun-25 31-Mar-25 31-Dec-24 30-Sep-24 30-Jun-24 31-Mar-24 31-Dec-23 30-Jun-26 31-Dec-25 30-Sep-25 30-Jun-25 31-Dec-24 30-Sep-24 30-Jun-24 Marketing Marketing Revenue 10,724$ 18,391$ 27,432$ 39,064$ 54,143$ 52,250$ 48,520$ 68,083$ 76,654$ 70,131$ 79,204$ 29,114$ 172,889$ 145,457$ 106,392$ 263,388$ 214,868$ 146,785$ Owned & Operated Marketing Revenue 1,579$ 6,836$ 17,167$ 25,730$ 36,314$ 35,658$ 37,631$ 50,049$ 59,470$ 54,243$ 62,506$ 8,415$ 114,869$ 97,702$ 71,972$ 201,393$ 163,762$ 113,713$ Partner Marketing Revenue 9,145$ 11,555$ 10,265$ 13,334$ 17,828$ 16,592$ 10,889$ 18,035$ 17,184$ 15,888$ 16,698$ 20,699$ 58,019$ 47,754$ 34,420$ 61,995$ 51,106$ 33,072$ Active Marketing Partners (1) 59 56 70 108 133 149 179 165 164 146 149 65 125 144 156 164 157 157 Revenue per Active Marketing Partner (2) 155$ 206$ 147$ 123$ 134$ 111$ 61$ 109$ 105$ 109$ 112$ 321$ 466$ 333$ 221$ 378$ 326$ 211$ Products Revenue 19,477$ 18,843$ 24,508$ 22,496$ 23,973$ 22,263$ 27,074$ 20,749$ 17,927$ 14,787$ 16,916$ 38,320$ 93,241$ 68,732$ 46,236$ 80,536$ 53,462$ 32,713$ Sessions (3) 686,860 653,681 590,316 584,651 522,452 475,741 520,015 473,428 464,929 435,850 405,872 1,340,541 2,173,160 1,582,844 998,193 1,894,221 1,374,206 900,779 RPS (4) $0.03 $0.03 $0.04 $0.04 $0.05 $0.05 $0.05 $0.04 $0.04 $0.03 $0.04 $0.03 $0.04 $0.04 $0.05 $0.04 $0.04 $0.04 (1) Active Marketing Partners are partners who monetize user traffic on our platform and generate at least $5,000 in revenue per quarter. Averages are used for YTD metrics (2) Revenue per Active Marketing Partner is Revenue from Marketing Partners divided by Active Marketing Partners. (3) Sessions are the total number of monetizable user visits to Products websites (4) RPS is Revenue divided by Sessions


 

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