System1 (SST) officer has 371 shares withheld for RSU tax obligations

Rhea-AI Filing Summary

System1, Inc. reported an insider equity transaction by Chief Ad Operations Officer Brian Coppola. On 01/15/2026, 371 shares of Class A Common Stock were withheld at $4.40 per share to satisfy tax withholding obligations triggered by the vesting of 754 previously granted restricted stock units (RSUs). This was reported as a code "F" transaction, indicating a tax-related withholding rather than an open-market sale.

After this transaction, Coppola beneficially owned 66,460 shares of System1 Class A Common Stock, which includes 43,485 unvested RSUs. The filing reflects routine equity compensation and associated tax withholding for a company officer.

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

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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)
01/15/2026

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	01/15/2026		F		371(1)	D	$4.4	66,460(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 754 restricted stock units ("RSUs") previously granted to the reporting person, the Company withheld 371 shares to cover the reporting person's tax withholding obligation with respect to the vesting of such RSUs.

2. Includes 43,485 unvested RSUs.

Remarks:

	/s/ Daniel Weinrot, Attorney-in-Fact for Brian Coppola	01/16/2026
	** 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.
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FAQ

What insider transaction did System1 (SST) report for Brian Coppola?

The filing reports that on 01/15/2026, Chief Ad Operations Officer Brian Coppola had 371 shares of System1 Class A Common Stock withheld to cover taxes related to vesting RSUs.

Was the System1 (SST) insider transaction an open-market sale?

No. The transaction is coded "F", meaning the 371 shares were withheld by the company to satisfy Coppola's tax withholding obligation on vesting RSUs, not sold in the open market.

How many System1 shares does Brian Coppola own after this transaction?

Following the reported transaction, Brian Coppola beneficially owned 66,460 shares of System1 Class A Common Stock.

How many unvested RSUs does Brian Coppola hold at System1?

The filing states that Coppola's holdings include 43,485 unvested RSUs, reflecting future potential share delivery subject to vesting conditions.

What triggered the tax withholding in the System1 (SST) Form 4?

The tax withholding occurred upon the vesting of 754 RSUs previously granted to Coppola. To cover the related tax obligation, the company withheld 371 shares.

What role does Brian Coppola hold at System1?

Brian Coppola is identified as an officer of System1, serving as the company's Chief Ad Operations Officer.