Welcome to our dedicated page for System1 SEC filings (Ticker: SST), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The System1, Inc. (SST) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. System1 describes itself as an omnichannel customer acquisition marketing platform that operates its Responsive Acquisition Marketing Platform (RAMP), develops privacy-focused products, and delivers high-intent customers to advertising partners. Its filings help investors understand how this business model is reflected in its financial statements, risk factors, and corporate actions.
Through current reports on Form 8-K, System1 discloses material events such as quarterly financial results, supplemental financial information, investor presentations, governance changes, and capital markets developments. Recent 8-K filings include announcements of results for quarters ended March 31, June 30, and September 30, 2025, with reconciliations for non-GAAP measures like Adjusted Gross Profit and Adjusted EBITDA, as well as explanations of how management uses these metrics.
Other 8-K filings provide detail on corporate governance and ownership changes, including director resignations and a privately negotiated off-market sale of a large block of Class A common stock by a major shareholder to an entity formed by certain members of management and independent directors. Additional filings describe the approval and implementation of a one-for-ten reverse stock split and the mechanics of related adjustments to equity awards and warrants.
System1 has also filed an 8-K describing a NYSE notice of noncompliance with continued listing standards related to market capitalization and stockholders’ equity, along with its stated intention to submit a business plan to regain compliance within the allowed cure period.
On Stock Titan, these SEC filings are updated as they appear on EDGAR, and AI-powered summaries can help explain the key points of lengthy documents, highlight definitions of non-GAAP metrics, and flag items related to listing status, governance, and capital structure for System1, Inc.
System1, Inc. officer Daniel J. Weinrot, General Counsel & Secretary, reported a tax-related share withholding tied to restricted stock unit (RSU) vesting. On January 15, 2026, 377 shares of Class A common stock were withheld by the company at a price of $4.40 per share to cover his tax obligation when 670 RSUs vested. After this transaction, he beneficially owns 69,605 shares of Class A common stock, which includes 55,555 unvested RSUs. The filing is made as a Form 4 for a single reporting person.
System1, Inc. reported that director Frank Martire Jr. resigned from its Board of Directors, effective at the close of business on January 9, 2026. He had served on the board since before the company’s deSPAC merger but was not serving on any Board committee at the time of his resignation.
The company stated that Mr. Martire’s decision to step down did not result from any disagreement with System1 regarding its operations, policies, or practices, indicating this is a voluntary governance change rather than a dispute-driven departure.
System1, Inc. reported that it received a noncompliance notice from the New York Stock Exchange after failing to meet minimum market capitalization and stockholders’ equity requirements. As of December 5, 2025, the company’s 30‑trading‑day average market capitalization was below $50 million, and its last reported stockholders’ equity as of September 30, 2025 was also below $50 million, triggering a violation of NYSE Section 802.01B.
System1 has an 18‑month period to cure these deficiencies, subject to NYSE approval of a business plan showing how it will regain compliance. The company plans to notify the NYSE by December 22, 2025 of its intent to submit this plan by January 22, 2026 and is evaluating available alternatives. System1 also issued a press release on December 12, 2025 disclosing the notice of noncompliance.
System1, Inc. reported that on December 1, 2025, its largest individual shareholder, Cannae Holdings, LLC, sold 2,344,482 shares of Class A common stock in a privately negotiated off-market transaction. The buyer, Kenloch Holdings, LLC, is a new entity formed by certain members of management and independent directors and managed by co-founder, chief executive officer and board chairman Michael Blend.
Kenloch agreed to pay a total of $9,979,315.50, or $4.2565 per share, made up of $5,239,328.11 in cash and a secured promissory note for $4,739,987.39 that is collateralized by the shares purchased. In connection with this sale, director Ryan Caswell resigned from the board effective at the close of business on December 1, 2025, and his resignation was stated not to be due to any disagreement with the company’s operations, policies or practices.
System1, Inc. received an updated ownership report from investor William P. Foley, II and his entity Trasimene Trebia, LLC on its Class A common stock. The Reporting Persons now beneficially own a total of 390,473 shares, representing 4.8% of the Class A common stock, based on 8,128,321 shares outstanding as of October 29, 2025. This total includes 385,137 shares directly owned by Mr. Foley and 5,336 shares directly owned by Trasimene Trebia, LLC, which by itself represents 0.1% of the class. They state that the securities were not acquired and are not held for the purpose of changing or influencing control of System1.
Cannae Holdings has sharply reduced its stake in System1, Inc. (SST) and now holds under 5% of the company’s Class A common stock. In a privately negotiated sale on December 1, 2025, Cannae Holdings, LLC sold 2,344,482 shares of System1 Class A common stock at $4.2565 per share, for total consideration of approximately $10.0 million under a Stock Purchase Agreement dated November 24, 2025. Cannae received $5.2 million in cash at closing and a note receivable for the remaining roughly $4.8 million of proceeds.
Following this transaction, Cannae Holdings, Inc. and Cannae Holdings, LLC report beneficial ownership of 356,797 shares, representing 4.4% of System1’s Class A common stock based on 8,128,321 shares outstanding as of October 29, 2025. They state that, as of this amendment, they are not beneficial owners of more than five percent of the class and may no longer be deemed part of a group that owns more than five percent due to their withdrawal from a shareholder agreement.
System1, Inc. (SST): Cannae updates ownership on Schedule 13D/A. Cannae Holdings, Inc. and Cannae Holdings, LLC report beneficial ownership of 2,701,279 shares of Class A common stock, representing 33.2% of the Class A outstanding. The percentage is calculated based on 8,128,321 Class A shares outstanding as of October 29, 2025, as reported in the company’s Form 10‑Q filed on November 5, 2025.
The filing notes that System1’s reported increase in Class A shares outstanding changed Cannae’s ownership by more than one percent versus the prior amendment. Cannae reports 27.0% total voting power. The filing states no ownership of the 1,869,607 Class C shares outstanding as of October 29, 2025. The reporting persons disclose no transactions in Class A shares during the past 60 days.
The filing references a Shareholders Agreement under which certain parties may constitute a “group,” with members filing separate Schedules 13D; the reporting persons disclaim beneficial ownership of shares solely by reason of that agreement.
System1, Inc. (SST) furnished supplemental financial information for the quarter ended September 30, 2025. The company posted the materials on its investor relations website and furnished the same content as Exhibit 99.1 to a Form 8-K under Item 7.01 (Regulation FD Disclosure).
The furnished materials are not deemed “filed” for purposes of Section 18 of the Exchange Act and are not incorporated by reference unless expressly stated. The filing also includes Exhibit 104 for the cover page Inline XBRL data. This update is an informational disclosure to make the Q3 2025 supplemental materials broadly available.
System1, Inc. (SST) filed its Q3 2025 10‑Q, reporting revenue of $61.6 million and a net loss of $22.0 million. Year to date, revenue was $214.2 million with a net loss of $63.4 million. Operating loss narrowed versus last year as costs declined alongside lower revenue.
Segment trends diverged: Marketing revenue fell to $39.1 million, while Products grew to $22.5 million, lifting Products’ adjusted gross profit. Cash and cash equivalents were $54.6 million, and the company had full availability on its $50.0 million revolving facility. The Term Loan had $265.1 million principal outstanding (carrying value $259.2 million) and matures in 2027.
Stockholders’ equity was $34.3 million, reflecting accumulated losses and non‑controlling interest. The company effected a 1‑for‑10 reverse stock split in June 2025. Key paid search partnerships remain in place with Google (through February 28, 2027 and September 30, 2027) and Microsoft (through December 31, 2026). Warrants moved to Level 3 fair value measurement after delisting.
System1, Inc. (SST) furnished an 8-K under Item 2.02 announcing financial results for the quarter ended September 30, 2025. The company issued a press release, attached as Exhibit 99.1, which includes details of the quarter’s performance.
The Item 2.02 information, including Exhibit 99.1, is furnished and not deemed “filed” under the Exchange Act. The press release references certain non-GAAP financial measures, with reconciliations to GAAP and explanations of their use included in the release.