System1 (SST) CFO settles RSU tax with 258 withheld shares, holds 119,906

Rhea-AI Filing Summary

System1, Inc. Chief Financial Officer Form 4 filing shows a routine share withholding tied to equity compensation. On 01/28/2026, 258 shares of Class A Common Stock were withheld at $4.18 per share to cover taxes on the vesting of 625 restricted stock units.

After this transaction, the CFO beneficially owns 119,906 shares of Class A Common Stock, which includes 53,352 unvested RSUs. This reflects standard tax settlement mechanics rather than an open‑market sale.

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^*

Kidambi Tridivesh

(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 Financial 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		258(1)	D	$4.18	119,906(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 625 restricted stock units ("RSUs") previously granted to the reporting person, the Company withheld 258 shares to cover the reporting person's tax withholding obligation with respect to the vesting of such RSUs.

2. Includes 53,352 unvested RSUs.

Remarks:

	/s/ Daniel Weinrot, Attorney-in-Fact for Tridivesh Kidambi	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 in this Form 4?

System1 reported its CFO had 258 Class A shares withheld at $4.18 each to satisfy taxes on vesting of 625 RSUs. This is a standard equity compensation tax-settlement, not a discretionary open-market sale of shares.

Who is the insider involved in the latest System1 (SST) Form 4 filing?

The insider is Tridivesh Kidambi, the Chief Financial Officer of System1, Inc. The filing reflects tax withholding related to vesting restricted stock units, rather than a voluntary buy or sell order executed in the open market.

How many System1 (SST) shares were withheld for taxes in this Form 4?

A total of 258 shares of System1 Class A Common Stock were withheld at $4.18 per share. The withholding covered the CFO’s tax obligation triggered by the vesting of 625 previously granted restricted stock units.

How many System1 (SST) shares does the CFO own after this transaction?

Following the reported transaction, the CFO beneficially owns 119,906 shares of System1 Class A Common Stock. This amount includes a portion represented by 53,352 unvested restricted stock units that remain subject to vesting conditions.

Does the System1 (SST) Form 4 reflect an open-market sale by the CFO?

No, the Form 4 reflects company share withholding to cover taxes on RSU vesting, not an open-market sale. The company retained 258 shares when 625 restricted stock units vested for the Chief Financial Officer.

What equity awards are mentioned in the System1 (SST) Form 4 footnotes?

The footnotes state that 625 restricted stock units vested and 258 shares were withheld for taxes. They also note that the CFO’s reported holdings include 53,352 unvested restricted stock units that continue to be subject to future vesting.