System1 (SST) officer uses 231 shares for RSU tax withholding

Rhea-AI Filing Summary

System1, Inc. Chief Ad Operations Officer Brian Coppola reported a small share withholding tied to restricted stock units. On 01/28/2026, 231 shares of Class A common stock were withheld at $4.18 per share to cover taxes upon vesting of 469 RSUs. After this, he beneficially owned 66,229 shares, including 43,016 unvested RSUs, all held directly.

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

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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)
01/28/2026

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	01/28/2026		F		231(1)	D	$4.18	66,229(2)	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 231 shares to cover the reporting person's tax withholding obligation with respect to the vesting of such RSUs.

2. Includes 43,016 unvested RSUs.

Remarks:

	/s/ Daniel Weinrot, Attorney-in-Fact for Brian Coppola	01/29/2026
	** 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

What insider transaction did System1 (SST) report for Brian Coppola on January 28, 2026?

System1 reported that Chief Ad Operations Officer Brian Coppola had 231 Class A common shares withheld on 28 January 2026. The shares were retained by the company to satisfy tax obligations arising from the vesting of 469 previously granted restricted stock units.

Was the System1 (SST) Form 4 transaction a sale by Brian Coppola?

The Form 4 shows a tax withholding, not an open-market sale. System1 withheld 231 Class A common shares at $4.18 per share to cover Brian Coppola’s tax obligation on the vesting of 469 restricted stock units granted earlier.

How many System1 (SST) shares does Brian Coppola own after this Form 4 transaction?

After the reported transaction, Brian Coppola beneficially owned 66,229 shares of System1 Class A common stock. This total includes both vested and unvested interests, specifically noting that 43,016 of these shares relate to unvested restricted stock units awarded previously.

What do the unvested RSUs mean in the System1 (SST) Form 4 for Brian Coppola?

The filing states that Brian Coppola’s holdings include 43,016 unvested restricted stock units. These RSUs represent conditional rights to receive System1 Class A common shares in the future, typically subject to continued service and vesting schedules.

What does transaction code "F" indicate in the System1 (SST) Form 4 filing?

Transaction code “F” in the filing indicates a tax-related transfer of shares. For Brian Coppola, System1 withheld 231 Class A common shares to satisfy withholding taxes due when 469 restricted stock units vested, rather than a discretionary buy or sell transaction.

Is Brian Coppola a major shareholder or an officer of System1 (SST)?

Brian Coppola is identified as an officer of System1 with the title Chief Ad Operations Officer. The Form 4 confirms he is not listed as a director or 10% owner, but he is a Section 16 reporting insider due to his executive officer position.