Every 8-K that System1, Inc. (SST) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SST and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SST filings page.
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.
System1, Inc. reported second-quarter 2026 revenue of $30.2 million, down from $78.1 million a year earlier, with GAAP gross profit of $24.3 million and an 80% gross margin. GAAP net loss was $15.3 million, while Adjusted EBITDA was $1.9 million versus $11.7 million in Q2 2025.
Adjusted Gross Profit was $25.5 million, implying an 85% adjusted gross margin as the Products business generated most revenue and gross profit. Management highlighted a “transformative agreement” to cut gross debt by half and the launch of new agentic AI products, including MCP servers for MapQuest, Dogpile, and the IntentStream audience data platform.
The CFO noted Q2 performance reflected a late-Q1 decision to significantly reduce marketing tied to search monetization on owned-and-operated properties, leading to a planned year-over-year revenue decline but higher margins. The company plans continued investment in its Products business and operational efficiency in its Partner Network.
System1, Inc. completed a comprehensive debt exchange and settlement transaction on July 23, 2026, issuing Series A Cumulative Convertible Preferred Stock to participating lenders and entering into a Priority Credit Agreement, following stockholder approval of a share issuance proposal under New York Stock Exchange rules.
The company filed a Certificate of Designation creating 39,250 shares of Series A Cumulative Convertible Preferred Stock, each with an initial stated value of $1,022.05. Holders of these Preferred Shares may designate one director to the board while at least 19,625 Preferred Shares remain outstanding, and elected Robert Sharp as a director pursuant to this right.
At the July 22, 2026 annual meeting, holders of 7,900,179 common shares, representing approximately 79.01% of shares outstanding as of the June 18, 2026 record date, approved the preferred share issuance, elected three Class I directors, and ratified Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026.
System1, Inc. entered into a comprehensive exchange agreement with all existing term loan and revolver lenders to overhaul its capital structure and settle all outstanding disputes. The company will replace its $252.6 million term loan and $50.0 million revolver with a new $150.0 million term loan maturing in January 2031, the issuance of 39,250 shares of Series A Cumulative Convertible Preferred Stock with an aggregate initial stated value of $39.3 million, and a one-time cash payment of about $31.4 million.
The preferred stock carries a 7.00% annual cumulative dividend, a liquidation preference at 1.0x stated value plus accrued dividends, and is initially convertible at $10.40 per share, representing roughly 27.4% of common equity on an as-converted basis. Holders gain the right to elect one independent director and receive consent rights over certain actions, including additional indebtedness above $175.0 million. The new term loan bears interest at SOFR + 5.00%, with up to 50% payable in kind and quarterly amortization of $375,000.
The company states that, at closing, total indebtedness will have been reduced by over $160 million from the beginning of the year and maturities extended to 2031, with 100% lender participation. Closing is subject to stockholder approval of the preferred share issuance and other conditions, and is expected in the third quarter of 2026.
System1, Inc. furnished supplemental financial information for the quarter ended March 31, 2026, including detailed GAAP and non-GAAP results. The company generated revenue of $37,234 thousand and recorded an operating loss of $51,037 thousand, driven in part by a $36,822 thousand goodwill impairment.
Net income (loss) from continuing operations was $(57,591) thousand, while adjusted EBITDA, which removes items such as depreciation, amortization, stock-based compensation and the goodwill impairment, was $2,716 thousand. Marketing revenue was $18,391 thousand and products revenue was $18,843 thousand, supported by 653,681 sessions and RPS of $0.03.
System1, Inc. reported first quarter 2026 results with revenue of $37.2 million, down from $74.5 million a year earlier. GAAP gross profit was $23.3 million with a 63% margin, and adjusted gross profit was $28.2 million with a 76% margin.
The company recorded a GAAP net loss of $57.6 million, compared with a $19.9 million net loss in the prior-year quarter, largely reflecting a $36.8 million impairment of long-lived assets. Adjusted EBITDA was $2.7 million, down from $12.1 million, as management emphasized cost actions and capital structure changes aimed at improving the financial profile.
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.
System1, Inc. reported weaker top-line results for 2025 but some improvement in profitability metrics. Full-year revenue fell 23% to $266.1 million, while gross profit slipped 1% to $100.4 million. Adjusted gross profit inched up 1% to $153.4 million, lifting adjusted gross margin to 58% from 44%.
GAAP net loss narrowed 17% to $81.2 million, and adjusted EBITDA rose 9% to $41.9 million. The fourth quarter was notably soft, with revenue down 31% to $51.9 million and adjusted EBITDA down 54% to $8.2 million, though adjusted gross margin improved to 67%. Management cited a challenging environment but emphasized platform resilience, continued investment in AI capabilities, and ongoing efforts to strengthen the balance sheet and optimize the capital structure.
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.
System1, Inc. reported that it received a noncompliance notice from the New York Stock Exchange after failing to meet minimum market capitalization and stockholders’ equity requirements. As of December 5, 2025, the company’s 30‑trading‑day average market capitalization was below $50 million, and its last reported stockholders’ equity as of September 30, 2025 was also below $50 million, triggering a violation of NYSE Section 802.01B.
System1 has an 18‑month period to cure these deficiencies, subject to NYSE approval of a business plan showing how it will regain compliance. The company plans to notify the NYSE by December 22, 2025 of its intent to submit this plan by January 22, 2026 and is evaluating available alternatives. System1 also issued a press release on December 12, 2025 disclosing the notice of noncompliance.
System1, Inc. reported that on December 1, 2025, its largest individual shareholder, Cannae Holdings, LLC, sold 2,344,482 shares of Class A common stock in a privately negotiated off-market transaction. The buyer, Kenloch Holdings, LLC, is a new entity formed by certain members of management and independent directors and managed by co-founder, chief executive officer and board chairman Michael Blend.
Kenloch agreed to pay a total of $9,979,315.50, or $4.2565 per share, made up of $5,239,328.11 in cash and a secured promissory note for $4,739,987.39 that is collateralized by the shares purchased. In connection with this sale, director Ryan Caswell resigned from the board effective at the close of business on December 1, 2025, and his resignation was stated not to be due to any disagreement with the company’s operations, policies or practices.
System1, Inc. (SST) furnished supplemental financial information for the quarter ended September 30, 2025. The company posted the materials on its investor relations website and furnished the same content as Exhibit 99.1 to a Form 8-K under Item 7.01 (Regulation FD Disclosure).
The furnished materials are not deemed “filed” for purposes of Section 18 of the Exchange Act and are not incorporated by reference unless expressly stated. The filing also includes Exhibit 104 for the cover page Inline XBRL data. This update is an informational disclosure to make the Q3 2025 supplemental materials broadly available.
System1, Inc. (SST) furnished an 8-K under Item 2.02 announcing financial results for the quarter ended September 30, 2025. The company issued a press release, attached as Exhibit 99.1, which includes details of the quarter’s performance.
The Item 2.02 information, including Exhibit 99.1, is furnished and not deemed “filed” under the Exchange Act. The press release references certain non-GAAP financial measures, with reconciliations to GAAP and explanations of their use included in the release.