System1 (SST) posts 2025 revenue of $266M and positive Adjusted EBITDA

Rhea-AI Filing Summary

System1, Inc. furnished supplemental, unaudited results for the quarter and year ended December 31, 2025. Revenue was $51,940 thousand in the fourth quarter and $266,129 thousand for the year, reflecting a business that remains sizable but under earnings pressure.

The company reported a fourth-quarter net loss from continuing operations of $17,793 thousand and a full-year net loss from continuing operations of $81,193 thousand, driven by high operating costs and significant depreciation and amortization. Total depreciation and amortization reached $21,030 thousand in the quarter and $82,862 thousand for the year.

System1 also highlighted non‑GAAP performance. Adjusted EBITDA was $8,170 thousand in the fourth quarter and $41,859 thousand for 2025, showing positive earnings on this adjusted basis despite GAAP net losses. The filing further breaks out marketing platform and products metrics, including marketing platform revenue, traffic acquisition costs, user sessions, and revenue per session, to give more detail on how its advertising and subscription businesses performed.

Insights

Equity research analyst

System1 shows continued GAAP losses but positive 2025 Adjusted EBITDA.

System1 reports 2025 revenue of $266,129 thousand with ongoing operating losses. Net loss from continuing operations of $81,193 thousand underscores that, on a GAAP basis, the business remains unprofitable despite meaningful scale.

Heavy depreciation and amortization of $82,862 thousand for the year significantly affect reported earnings, while non‑cash warrant revaluations and prior debt extinguishment also influence comparability. These factors help explain the gap between GAAP results and non‑GAAP metrics.

Adjusted EBITDA of $41,859 thousand for 2025 and detailed marketing platform and products metrics indicate the company is emphasizing cash‑style profitability and unit economics. Future filings that show whether revenue trends stabilize while maintaining positive Adjusted EBITDA will be important for assessing the trajectory of its advertising and subscription activities.

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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): March 11, 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 including 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. ☐

1

Item 7.01 - Regulation FD Disclosure

Supplemental Financial Information

On March 11, 2026, System1, Inc. (the "Company") posted supplemental financial information for its quarter ended December 31, 2025 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.

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.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.			Description
99.1			Fourth Quarter 2025 Supplemental Financial Information
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:			March 11, 2026			By:			/s/ Tridivesh Kidambi
						Name:			Tridivesh Kidambi
						Title:			Chief Financial Officer

3

System1, Inc. Unaudited Statements of Operations (in thousands) QTD QTD QTD QTD QTD QTD QTD QTD YTD YTD YTD YTD YTD YTD 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-25 30-Sep-25 30-Jun-25 31-Dec-24 30-Sep-24 30-Jun-24 Revenue 51,940 61,561 78,116 74,513 75,594 88,832 94,581 84,917 266,129 214,189 152,628 343,925 268,330 179,498 Operating cost and expenses: Cost of revenues 30,626 38,818 50,213 46,077 43,777 63,999 68,507 66,319 165,734 135,108 96,290 242,602 198,825 134,826 Salaries, commissions, and benefits 20,108 21,354 26,297 24,988 25,915 29,177 33,937 24,483 92,747 72,639 51,285 113,512 87,597 58,420 Selling, general, and administrative 18,651 16,953 17,510 16,574 17,806 17,472 21,223 19,911 69,688 51,038 34,085 76,411 58,606 41,134 Total operating costs and expenses 69,385 77,125 94,020 87,639 87,498 110,648 123,667 110,712 328,169 258,785 181,659 432,525 345,028 234,379 Operating income (17,445) (15,565) (15,904) (13,127) (11,903) (21,816) (29,086) (25,795) (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 6,304 7,052 7,116 7,085 7,764 7,957 7,871 7,970 27,557 21,253 14,201 31,562 23,799 15,841 Income (loss) from continuing operations before income tax (18,191) (22,547) (23,087) (20,244) (18,752) (30,054) (35,023) (13,839) (84,069) (65,878) (43,331) (97,668) (78,916) (48,862) Income tax expense (398) (543) (1,547) (387) (729) 585 (178) (48) (2,875) (2,477) (1,934) (370) 359 (226) Net income (loss) from continuing operations (17,793) (22,004) (21,540) (19,857) (18,023) (30,639) (34,845) (13,791) (81,193) (63,400) (41,397) (97,298) (79,275) (48,636) Net Income (Loss) Attributable to Noncontrolling Interest (4,309) (3,487) (4,079) (3,973) (3,862) (7,037) (8,472) (3,254) (15,848) (11,539) (8,052) (22,625) (18,763) (11,726) Net income (13,484) (18,517) (17,461) (15,884) (14,161) (23,602) (26,373) (10,537) (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 13,557 13,343 13,091 13,050 12,884 12,828 12,709 12,620 53,041 39,484 26,141 51,041 38,157 25,329 SG&A - D&A 7,473 7,446 7,475 7,427 7,348 7,300 7,234 7,183 29,821 22,348 14,902 29,065 21,717 14,418 Total Depreciation & Amortization 21,030 20,789 20,566 20,477 20,232 20,128 19,943 19,804 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 YTD YTD YTD YTD YTD YTD 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-25 30-Sep-25 30-Jun-25 31-Dec-24 30-Sep-24 30-Jun-24 Net income (loss) from continuing operations (17,793)$ (22,004)$ (21,540)$ (19,857)$ (18,023)$ (30,639)$ (34,845)$ (13,791)$ (81,193)$ (63,401)$ (41,397)$ (97,298)$ (79,275)$ (48,636)$ Income tax expense (398) (543) (1,547) (387) (729) 585 (178) (48) (2,875) (2,477) (1,934) (370) 359 (226) Interest expense 6,304 7,052 7,116 7,085 7,764 7,957 7,871 7,970 27,557 21,253 14,201 31,562 23,799 15,841 Depreciation & amortization 21,030 20,789 20,566 20,477 20,232 20,128 19,943 19,804 82,862 61,832 41,042 80,107 59,875 39,747 Other income/expense (1) 86 (209) 246 (39) (111) 127 (36) (97) 84 (2) 207 (117) (6) (133) Stock-based compensation and distributions to Members (2) 1,286 2,833 4,542 2,651 4,567 3,783 3,442 3,971 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 1,384 955 715 1,034 3,028 7,441 11,854 2,244 4,087 2,704 1,749 24,567 21,539 14,098 Other costs, including restructuring and legal settlements 1,828 1,079 1,557 1,091 2,067 683 3,810 297 5,554 3,727 2,648 6,857 4,790 4,107 Adjusted EBITDA 8,170$ 9,882$ 11,722$ 12,085$ 17,880$ 10,346$ 9,927$ 423$ 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

System1, Inc Non-Financial Metrcis (In thousands except ratios) QTD QTD QTD QTD QTD QTD QTD QTD YTD YTD YTD YTD YTD YTD 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-25 30-Sep-25 30-Jun-25 31-Dec-24 30-Sep-24 30-Jun-24 Marketing Platform Revenue (1) 80,074$ 100,612$ 134,559$ 107,717$ 119,989$ 130,162$ 143,819$ 126,800$ 422,962$ 342,888$ 242,275$ 520,770$ 400,781$ 270,619$ GAAP Revenue 27,432$ 39,064$ 54,143$ 52,250$ 48,520$ 68,083$ 76,654$ 70,131$ 172,889$ 145,457$ 106,392$ 263,388$ 214,868$ 146,785$ Traffic Acquisition Cost (TAC) (2) 66,656$ 83,965$ 114,925$ 85,930$ 99,187$ 110,770$ 120,197$ 107,143$ 351,476$ 284,820$ 200,855$ 437,298$ 338,111$ 227,340$ Return on TAC (3) 120% 120% 117% 125% 121% 118% 120% 118% 120% 120% 121% 119% 119% 119% Products GAAP Revenue 24,508$ 22,496$ 23,973$ 22,263$ 27,074$ 20,749$ 17,927$ 14,787$ 93,241$ 68,732$ 46,236$ 80,536$ 53,462$ 32,713$ Sessions (4) 590,316 584,651 522,452 475,741 520,015 473,428 464,929 435,850 2,173,160 1,582,844 998,193 1,894,221 1,374,206 900,779 RPS (5) $0.04 $0.04 $0.05 $0.05 $0.05 $0.04 $0.04 $0.03 $0.04 $0.04 $0.05 $0.04 $0.04 $0.04 (1) Platform revenue is the revenue paid to the Company by its advertising partners before payments are made to Network partners (2) Traffic Acquisition Cost is defined as Advertising Spend + Agency Fees + Network Partner Rev Share. Advertising spend is the amount of advertising that is spent to acquire traffic. Agency fees are the amount of costs for agencies acquiring traffic to Owned & Operated websites (3) Return on TAC is defined as Marketing Platform Revenue divided by Traffic Acquisition Costs (4) Sessions are the total number of monetizable user visits to Products websites (5) RPS is GAAP Revenue divided by Sessions

FAQ

What were System1 (SST) revenues for Q4 and full-year 2025?

System1 generated revenue of $51,940 thousand in Q4 2025 and $266,129 thousand for full-year 2025. These figures reflect the scale of its operations across marketing platform and products activities during the period.

Did System1 (SST) report a profit or loss for 2025?

System1 reported a net loss from continuing operations of $81,193 thousand for 2025. The company also recorded significant depreciation and amortization, interest expense, and other adjustments that contributed to negative GAAP earnings for the year.

What was System1 (SST) Adjusted EBITDA in Q4 and 2025?

Adjusted EBITDA was $8,170 thousand for Q4 2025 and $41,859 thousand for full-year 2025. This non‑GAAP metric adds back items like depreciation, amortization, interest, taxes, and certain other costs to show adjusted operating performance.

How large were System1 (SST) depreciation and amortization expenses in 2025?

System1 recorded total depreciation and amortization of $21,030 thousand in Q4 2025 and $82,862 thousand for the year. These non‑cash expenses materially reduced GAAP operating income and net income from continuing operations.

What marketing platform metrics did System1 (SST) disclose for 2025?

System1 reported marketing platform revenue of $422,962 thousand and traffic acquisition costs of $351,476 thousand for 2025. It also disclosed a return on traffic acquisition cost of 120% for the year, reflecting the revenue earned relative to those acquisition expenses.

What non-financial user metrics did System1 (SST) provide for 2025?

System1 disclosed 2,173,160 sessions for 2025 across its products websites and an RPS (revenue per session) of $0.04. These metrics illustrate user activity levels and monetization efficiency within its products segment over the year.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 12.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.8 KB