SST Form 4: Exec adds 40,000 RSUs, no open-market sales

Rhea-AI Filing Summary

System1, Inc. (SST) Chief Ad Operations Officer Brian Coppola reported two insider equity transactions on Form 4. On 07/28/25, 206 Class A shares were withheld (Code F) at $7.51 to cover taxes on the vesting of 469 previously-awarded RSUs, reducing his directly-held stock to 27,443 shares. The next day, 07/29/25, Coppola received a grant of 40,000 new RSUs (Code A) at no cost. One-third of the grant will vest on 15 Jul 2026, with the remaining two-thirds vesting in eight equal quarterly installments thereafter, contingent on continued employment. After the grant, his reported beneficial ownership increased to 67,443 shares, including 45,462 unvested RSUs. No derivative securities were exercised or sold, and there was no open-market buying or selling. The filing reflects routine equity compensation and tax-withholding activity rather than a directional view on System1’s share value.

Insights

Financial Analyst

TL;DR: Routine RSU grant and tax withholding; neutral signal for SST investors.

The Form 4 discloses standard executive compensation. The 40 k RSU award modestly increases future dilution potential but vests over three years, limiting near-term share pressure. The 206-share disposal is purely for tax and immaterial. Coppola’s larger unvested position (≈45 k shares) aligns incentives with shareholders and does not indicate bearish sentiment, as no shares were sold for cash. Overall, the event is administratively significant but not materially impactful to SST’s valuation or float.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Coppola Brian

(Last) (First) (Middle)

4235 REDWOOD AVE

(Street)

LOS ANGELES CA 90066

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
System1, Inc. [ SST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Ad Operations Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/28/2025		F		206(1)	D	$7.51	27,443(2)	D
Class A Common Stock	07/29/2025		A		40,000(3)	A	$0	67,443(4)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Upon the vesting of 469 restricted stock units ("RSUs") previously granted to the reporting person, the Company withheld 206 shares to cover the reporting person's tax withholding obligation with respect to the vesting of such RSUs.

2. Includes 5,462 unvested RSUs.

3. The Reporting Person was granted 40,000 restricted stock units ("RSUs") in connection with his continued employment with System1, Inc. ("SST"). Each RSU represents the right to receive one share of SST Class A Common Stock upon vesting. Subject to the continued employment of Mr. Coppola through the applicable vesting date, one-third of the RSUs will vest on July 15, 2026, and the remaining two-thirds will vest in 8 substantially equal quarterly installments on each quarterly anniversary thereafter.

4. Includes 45,462 unvested RSUs.

Remarks:

	/s/ Daniel Weinrot, Attorney-in-Fact for Brian Coppola	07/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many System1 (SST) shares did Brian Coppola dispose of on 07/28/2025?

He disposed of 206 shares, withheld by the company to cover tax obligations on vested RSUs.

What is the size of the new RSU grant to Coppola?

He received 40,000 restricted stock units, each convertible into one SST Class A share upon vesting.

When do the new RSUs granted to Coppola vest?

One-third vests on July 15, 2026; the remaining two-thirds vest in eight equal quarterly installments thereafter.

What is Coppola’s total reported ownership after the transactions?

The Form 4 shows 67,443 total shares beneficially owned, including 45,462 unvested RSUs.

Did Coppola sell any shares of SST in the open market?

No. The only share reduction was a withholding action for taxes; no open-market sales occurred.