[Form 4] System1, Inc. Insider Trading Activity

Rhea-AI Filing Summary

System1, Inc. (SST) – Form 4 filed 4 Aug 2025

Director Caroline Horn reported the award of 15,000 restricted stock units (RSUs) on 31 Jul 2025 under the 2022 Incentive Award Plan. The RSUs convert into Class A common stock on a 1-for-1 basis and vest in four equal quarterly installments on 15 Sep 2025, 15 Dec 2025, 15 Mar 2026 and 15 Jun 2026, contingent on her continued board service. No cash was paid (grant price $0).

Following the grant, Horn’s beneficial ownership rose to 37,418 Class A shares, which includes the 15,000 unvested RSUs. The share count reflects System1’s 1-for-10 reverse stock split completed 11 Jun 2025.

The filing signals director retention and modestly strengthens insider alignment, but the incremental issuance is immaterial relative to System1’s total outstanding shares and has no immediate earnings impact.

Positive

• Director ownership rises by 15,000 shares, modestly enhancing alignment with shareholders
• Quarterly vesting schedule promotes ongoing board engagement and limits immediate share overhang

Negative

• Additional share issuance introduces minor dilution, though impact is negligible
• Vesting RSUs will incrementally increase float over the next 12 months

Insights

Securities Analyst

TL;DR: Routine RSU grant, negligible dilution, neutral for valuation.

The 15,000-share RSU award increases insider ownership by roughly 0.1% of System1’s diluted share base (estimate) and involves no cash outlay. Vesting over four quarters ties Horn’s compensation to near-term performance and aids retention, a mild positive for governance. However, the share issuance is too small to affect EPS or market supply materially. No trading sales were disclosed, so insider sentiment cannot be inferred beyond continued board participation.

Corporate Governance Specialist

TL;DR: Governance-aligned equity grant with standard vesting safeguards.

The award aligns director incentives with shareholder value through at-risk equity that vests only if service continues. Quarterly vesting smooths potential selling pressure. Execution under the 2022 plan and post-split share accounting are properly disclosed, indicating procedural compliance. Overall impact is governance-positive yet financially immaterial.

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^*

Horn Caroline

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

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	07/31/2025		A		15,000(1)	A	$0	37,418(2)(3)	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. Represents a grant of 15,000 restricted stock units ("RSUs) which convert into Class A Common Stock on a one-for-one basis, pursuant to the 2022 Incentive Award Plan of the Issuer in connection with Ms. Horn's continued service as a member of its Board of Directors as of the close of business on the date of its annual shareholder meeting. The RSUs vest in four (4) substantially equal quarterly installments on each of September 15, 2025, December 15, 2025, March 15, 2026 and June 15, 2026 as long Ms. Horn continues to serve as a Director of the Issuer through the applicable vesting dates.

2. Includes 15,000 unvested RSUs.

3. Represents the total number of shares held after the Issuer's completion of a 1-for-10 reverse stock split that occurred on June 11, 2025.

Remarks:

	/s/ Daniel Weinrot, Attoney-in-Fact for Caroline Horn	08/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many shares did SST director Caroline Horn receive?

She was granted 15,000 restricted stock units that convert 1:1 into Class A shares.

What is Caroline Horn’s total SST ownership after this Form 4?

Her beneficial ownership stands at 37,418 Class A shares, including unvested RSUs.

When do the new RSUs vest?

They vest in four equal tranches on Sep 15 2025, Dec 15 2025, Mar 15 2026 and Jun 15 2026.

Was any cash paid for the RSUs?

No. The grant price was $0; shares are earned through continued board service.

Did a recent corporate action affect share counts?

Yes. A 1-for-10 reverse stock split occurred on 11 Jun 2025, reflected in the totals.