System1, Inc. filings document the company’s operating results, supplemental financial information and material corporate events as a public customer acquisition marketing platform. Recent Form 8-K disclosures include quarterly and annual financial-result releases, Regulation FD exhibits, investor presentations, and reconciliations for non-GAAP measures such as adjusted gross profit and adjusted EBITDA.
The filing record also covers governance and capital-structure matters, including director changes, ownership-related transactions involving Class A common stock, and NYSE continued-listing compliance disclosures. These filings provide formal records of System1’s reported financial performance, board composition, securities matters and exchange-status communications.
System1, Inc. reported that Chief People Officer Elizabeth Sestanovich had 7,058 shares of Class A common stock withheld on July 15, 2026 to satisfy tax obligations on the vesting of 13,870 restricted stock units (RSUs). After this tax-withholding disposition, she directly held 51,890 shares, including 28,140 unvested RSUs.
System1, Inc. executive Brian Coppola, Chief Ad Operations Officer, reported a tax-withholding disposition of 6,124 shares of Class A Common Stock at $2.60 per share. The shares were withheld upon the vesting of 13,954 RSUs. After this event, he holds 59,774 shares directly, including 28,308 unvested RSUs.
System1, Inc. Chief Financial Officer Kidambi Tridivesh reported a tax-withholding disposition of 6,022 shares of Class A Common Stock on July 15, 2026, at $2.60 per share. The company withheld these shares to cover taxes on the vesting of 17,338 RSUs. After this event, Tridivesh directly holds 175,793 shares, including 35,176 unvested RSUs.
System1, Inc. reported an insider equity event for General Counsel & Secretary Daniel J. Weinrot. Upon vesting of 17,995 restricted stock units (RSUs), the company withheld 9,156 shares of Class A Common Stock at $2.60 per share to satisfy his tax withholding obligation.
After this non-market tax-withholding disposition, Weinrot directly holds 59,897 shares of Class A Common Stock, which includes 36,515 unvested RSUs. No open-market purchase or sale of shares occurred as part of this transaction.
System1, Inc. is asking stockholders to approve issuing 39,250 shares of Series A Cumulative Convertible Preferred Stock as part of a comprehensive debt exchange with its lenders. These preferred shares, with an initial stated value of $39.25 million, are initially convertible at $10.40 into 3,775,000 shares of Class A common stock, representing about 37.8% of common stock outstanding as of June 18, 2026. The transaction would replace existing loans with a new $150.0 million term loan, the preferred shares and cash consideration of $31,379,300.18, while settling ongoing litigation and extending debt maturity to January 14, 2031. Preferred holders would receive a 7.0% cumulative dividend, priority on liquidation, the right to elect one director while at least 19,625 preferred shares are outstanding, and consent rights over certain financings and corporate actions while at least 9,812 shares remain outstanding. Stockholders are also being asked to elect three Class I directors and ratify Deloitte & Touche LLP as auditor for the year ending December 31, 2026.
System1, Inc. is soliciting proxies for its virtual Annual Meeting on July 22, 2026. The Board asks shareholders to approve the issuance of 39,250 shares of Series A Cumulative Convertible Preferred Stock as part of a debt exchange with participating lenders, a condition to close the exchange.
Under the Exchange Agreement, the company would replace existing loans with a new $150.0 million term facility, issue the Preferred Shares with an aggregate initial stated value of $39.25 million and pay a one-time cash consideration of $31,379,300.18, subject to adjustments. The Preferred Shares are convertible at an initial conversion price of $10.40, which would equate to 3,775,000 Class A shares upon conversion and represents approximately 37.8% of outstanding Common Stock as of the record date. The transaction is conditioned on shareholder approval, execution of definitive credit and stock purchase agreements, dismissal of specified litigation, and other customary closing conditions.
The proxy also covers election of three Class I directors and ratification of Deloitte & Touche LLP as independent auditors. The Board unanimously recommends a vote FOR all proposals.
Kidambi Tridivesh reported acquisition or exercise transactions in this Form 4 filing.
System1, Inc. reported that Chief Financial Officer Tridivesh Kidambi received a grant of 35,300 restricted stock units, each equal to one share of Class A Common Stock. The award was fully vested on the grant date, increasing his direct holdings to 181,815 shares. This total includes 52,514 unvested RSUs that remain subject to vesting conditions.
System1, Inc. entered into a comprehensive exchange agreement with all existing term loan and revolver lenders to overhaul its capital structure and settle all outstanding disputes. The company will replace its $252.6 million term loan and $50.0 million revolver with a new $150.0 million term loan maturing in January 2031, the issuance of 39,250 shares of Series A Cumulative Convertible Preferred Stock with an aggregate initial stated value of $39.3 million, and a one-time cash payment of about $31.4 million.
The preferred stock carries a 7.00% annual cumulative dividend, a liquidation preference at 1.0x stated value plus accrued dividends, and is initially convertible at $10.40 per share, representing roughly 27.4% of common equity on an as-converted basis. Holders gain the right to elect one independent director and receive consent rights over certain actions, including additional indebtedness above $175.0 million. The new term loan bears interest at SOFR + 5.00%, with up to 50% payable in kind and quarterly amortization of $375,000.
The company states that, at closing, total indebtedness will have been reduced by over $160 million from the beginning of the year and maturities extended to 2031, with 100% lender participation. Closing is subject to stockholder approval of the preferred share issuance and other conditions, and is expected in the third quarter of 2026.
System1, Inc. furnished supplemental financial information for the quarter ended March 31, 2026, including detailed GAAP and non-GAAP results. The company generated revenue of $37,234 thousand and recorded an operating loss of $51,037 thousand, driven in part by a $36,822 thousand goodwill impairment.
Net income (loss) from continuing operations was $(57,591) thousand, while adjusted EBITDA, which removes items such as depreciation, amortization, stock-based compensation and the goodwill impairment, was $2,716 thousand. Marketing revenue was $18,391 thousand and products revenue was $18,843 thousand, supported by 653,681 sessions and RPS of $0.03.