System1 (NYSE: SST) counsel has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

System1, Inc. officer Daniel J. Weinrot, General Counsel & Secretary, reported an automatic share withholding tied to equity compensation. On January 28, 2026, upon vesting of 375 restricted stock units (RSUs), the company withheld 211 shares of Class A common stock at $4.18 per share to cover tax obligations.

After this tax withholding, Weinrot beneficially owned 69,394 shares of Class A common stock in total, which the disclosure states includes 55,180 unvested RSUs. The filing characterizes the transaction with code F, indicating shares withheld for taxes 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^*

Weinrot Daniel J

(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)
	General Counsel & Secretary

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		211(1)	D	$4.18	69,394(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 375 restricted stock units ("RSUs") previously granted to the reporting person, the Company withheld 211 shares to cover the reporting person's tax withholding obligation with respect to the vesting of such RSUs.

2. Includes 55,180 unvested RSUs.

Remarks:

	/s/ Daniel J Weinrot	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 SST’s Daniel J. Weinrot report?

Daniel J. Weinrot reported a tax‑withholding share transaction. On January 28, 2026, System1 withheld 211 shares of Class A common stock at $4.18 per share when 375 RSUs vested, using those shares to satisfy his tax withholding obligation.

How many System1 (SST) shares did the company withhold for taxes?

System1 withheld 211 Class A common shares for taxes. These shares were retained by the company on January 28, 2026, at a price of $4.18 per share, in connection with the vesting of 375 restricted stock units previously granted to Daniel J. Weinrot.

How many SST shares does Daniel J. Weinrot own after this Form 4?

After the reported transaction, Weinrot beneficially owned 69,394 shares. This total relates to System1’s Class A common stock and, according to the footnotes, includes 55,180 unvested restricted stock units that remain subject to vesting conditions under his equity awards.

What does transaction code “F” mean in the System1 (SST) Form 4?

Transaction code “F” indicates shares withheld for taxes. In this case, 211 shares of System1 Class A common stock were automatically withheld to satisfy Daniel J. Weinrot’s tax withholding obligation upon vesting of 375 RSUs, rather than being sold on the open market.

How many RSUs vested for System1 (SST) insider Daniel J. Weinrot?

A total of 375 restricted stock units vested for Weinrot. When these System1 RSUs vested on January 28, 2026, the company withheld 211 resulting shares to cover his tax withholding obligation, with the balance of the vested shares delivered to him as equity.

How many unvested RSUs does SST’s Daniel J. Weinrot still hold?

Weinrot’s reported holdings include 55,180 unvested RSUs. These restricted stock units relate to System1 Class A common stock and remain subject to future vesting, forming part of his total reported beneficial ownership of 69,394 shares after the January 28, 2026 transaction.