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System1, Inc. furnished supplemental financial information under Regulation FD for the quarter ended June 30, 2026, made available on its investor relations site and attached as an exhibit. The company specifies that this information is being furnished, not filed, and is not automatically incorporated into other securities law documents.
For the quarter ended June 30, 2026, System1 reported revenue of $30,201 thousand and total operating costs and expenses of $38,492 thousand, resulting in an operating loss of $8,291 thousand. Interest expense was $7,116 thousand, and loss from continuing operations before income tax was $15,407 thousand. Net loss from continuing operations was $15,332 thousand, with overall net loss of $12,599 thousand after noncontrolling interests.
The company recorded total depreciation and amortization of $6,795 thousand in the quarter. On a non-GAAP basis, it reported Adjusted EBITDA of $1,937 thousand. Non-financial metrics for the same period included Marketing Revenue of $10,724 thousand, Products Revenue of $19,477 thousand, 686,860 sessions, and an RPS (revenue per session) of $0.03.
System1, Inc. reported sharply weaker results for the quarter ended June 30, 2026. Revenue fell to $30.2 million from $78.1 million, driven mainly by an 80% decline in Marketing segment revenue after reduced search monetization activity and termination of a Google arrangement; Products revenue also decreased. Adjusted gross profit declined to $25.5 million from $41.0 million, and Adjusted EBITDA to $1.9 million from $11.7 million.
For the first half of 2026, revenue was $67.4 million versus $152.6 million a year earlier and net loss attributable to System1 widened to $59.7 million, including $37.7 million of impairments on marketing trademarks. Operating cash flow was an outflow of $28.2 million, and cash and equivalents declined to $40.5 million.
Total debt carried was $291.8 million, roughly equal to total assets of $291.4 million, and total stockholders’ equity turned negative at $(53.0) million. Management disclosed substantial doubt about the company’s ability to continue as a going concern despite cost-reduction initiatives and a lender exchange agreement approved in July 2026 that will reduce and extend term debt while issuing new convertible preferred equity.
System1, Inc. reported second-quarter 2026 revenue of $30.2 million, down from $78.1 million a year earlier, with GAAP gross profit of $24.3 million and an 80% gross margin. GAAP net loss was $15.3 million, while Adjusted EBITDA was $1.9 million versus $11.7 million in Q2 2025.
Adjusted Gross Profit was $25.5 million, implying an 85% adjusted gross margin as the Products business generated most revenue and gross profit. Management highlighted a “transformative agreement” to cut gross debt by half and the launch of new agentic AI products, including MCP servers for MapQuest, Dogpile, and the IntentStream audience data platform.
The CFO noted Q2 performance reflected a late-Q1 decision to significantly reduce marketing tied to search monetization on owned-and-operated properties, leading to a planned year-over-year revenue decline but higher margins. The company plans continued investment in its Products business and operational efficiency in its Partner Network.
System1, Inc. has filed a shelf registration on Form S-3 covering the potential resale, from time to time, of up to 5,287,321 shares of Class A common stock by selling stockholders. These shares are issuable upon conversion of 39,250 shares of Series A Cumulative Convertible Preferred Stock and related PIK dividends.
The Series A Preferred Stock carries a 7.0% cumulative dividend, typically added to stated value if not paid in cash, and is initially convertible at $10.40 per share, with anti-dilution adjustments. Holders of a majority of the preferred can appoint one director and have specified consent rights while minimum preferred amounts remain outstanding.
System1 is not selling any shares in this registration and will not receive proceeds from resales. As of August 1, 2026, Class A shares outstanding were 8,708,922, and on August 3, 2026 the NYSE closing price was $1.76 per share. The company discloses that it has identified substantial doubt about its ability to continue as a going concern and highlights significant funding and operational risks.
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.
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.