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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.
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. 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. reported first quarter 2026 results with revenue of $37.2 million, down from $74.5 million a year earlier. GAAP gross profit was $23.3 million with a 63% margin, and adjusted gross profit was $28.2 million with a 76% margin.
The company recorded a GAAP net loss of $57.6 million, compared with a $19.9 million net loss in the prior-year quarter, largely reflecting a $36.8 million impairment of long-lived assets. Adjusted EBITDA was $2.7 million, down from $12.1 million, as management emphasized cost actions and capital structure changes aimed at improving the financial profile.
System1, Inc. reported first quarter 2026 results with revenue of $37.2 million, down from $74.5 million a year earlier. GAAP gross profit was $23.3 million with a 63% margin, and adjusted gross profit was $28.2 million with a 76% margin.
The company recorded a GAAP net loss of $57.6 million, compared with a $19.9 million net loss in the prior-year quarter, largely reflecting a $36.8 million impairment of long-lived assets. Adjusted EBITDA was $2.7 million, down from $12.1 million, as management emphasized cost actions and capital structure changes aimed at improving the financial profile.
System1, Inc. files Amendment No. 1 to its 2025 annual report to add governance, compensation and ownership details that were originally expected in a later proxy statement.
The filing outlines a seven‑member board, with CEO Michael Blend also serving as chairman and five directors deemed independent under NYSE rules. It describes the audit, compensation, and nominating committees and their chairs, as well as meeting frequency and director attendance.
Executive pay data show 2025 total compensation of $3.47 million for President & COO Charles Ursini, $1.45 million for CFO Tridivesh Kidambi and $9.55 million for CouponFollow President Marc Mezzacca, largely driven by stock appreciation rights and CouponFollow earnout payments. The company reports a 2025 GAAP net loss of $81.2 million and details how “compensation actually paid” to named executives tracks changes in equity values. The amendment also discloses director retainers and RSU grants, major shareholders’ stakes, remaining shares available under equity plans and Deloitte audit fees of $1.73 million for 2025.
System1, Inc. files Amendment No. 1 to its 2025 annual report to add governance, compensation and ownership details that were originally expected in a later proxy statement.
The filing outlines a seven‑member board, with CEO Michael Blend also serving as chairman and five directors deemed independent under NYSE rules. It describes the audit, compensation, and nominating committees and their chairs, as well as meeting frequency and director attendance.
Executive pay data show 2025 total compensation of $3.47 million for President & COO Charles Ursini, $1.45 million for CFO Tridivesh Kidambi and $9.55 million for CouponFollow President Marc Mezzacca, largely driven by stock appreciation rights and CouponFollow earnout payments. The company reports a 2025 GAAP net loss of $81.2 million and details how “compensation actually paid” to named executives tracks changes in equity values. The amendment also discloses director retainers and RSU grants, major shareholders’ stakes, remaining shares available under equity plans and Deloitte audit fees of $1.73 million for 2025.
System1, Inc. Chief Financial Officer Kidambi Tridivesh purchased 26,910 shares of Class A Common Stock at $3.00 per share. The shares were bought in a privately negotiated, arm’s length transaction from another existing holder, rather than through the stock exchange.
Separately, upon vesting of 838 restricted stock units, the company withheld 301 shares at $2.26 per share to satisfy his tax withholding obligation, which is a routine non-market disposition. After these transactions, he directly holds 146,515 shares, including 52,514 unvested RSUs.
System1, Inc. Chief Financial Officer Kidambi Tridivesh purchased 26,910 shares of Class A Common Stock at $3.00 per share. The shares were bought in a privately negotiated, arm’s length transaction from another existing holder, rather than through the stock exchange.
Separately, upon vesting of 838 restricted stock units, the company withheld 301 shares at $2.26 per share to satisfy his tax withholding obligation, which is a routine non-market disposition. After these transactions, he directly holds 146,515 shares, including 52,514 unvested RSUs.
System1, Inc. General Counsel & Secretary Daniel J. Weinrot reported a routine tax-related share disposition. When 670 restricted stock units (RSUs) vested, the company withheld 341 shares of Class A Common Stock at $2.26 per share to cover his tax withholding obligation.
After this non-market transaction, Weinrot directly holds 69,053 shares of Class A Common Stock, which include 54,510 unvested RSUs. The filing reflects compensation-related equity vesting rather than an open-market purchase or sale.
System1, Inc. General Counsel & Secretary Daniel J. Weinrot reported a routine tax-related share disposition. When 670 restricted stock units (RSUs) vested, the company withheld 341 shares of Class A Common Stock at $2.26 per share to cover his tax withholding obligation.
After this non-market transaction, Weinrot directly holds 69,053 shares of Class A Common Stock, which include 54,510 unvested RSUs. The filing reflects compensation-related equity vesting rather than an open-market purchase or sale.
System1, Inc. Chief Financial Officer Form 4 filing shows a routine share withholding tied to equity compensation. On 01/28/2026, 258 shares of Class A Common Stock were withheld at $4.18 per share to cover taxes on the vesting of 625 restricted stock units.
After this transaction, the CFO beneficially owns 119,906 shares of Class A Common Stock, which includes 53,352 unvested RSUs. This reflects standard tax settlement mechanics rather than an open‑market sale.
System1, Inc. reported an insider transaction by Chief People Officer Elizabeth Sestanovich. When 375 previously granted restricted stock units vested, the company withheld 211 shares of Class A Common Stock at $4.18 per share to cover her tax withholding obligation. After this tax-related share withholding, she beneficially owns 59,289 shares, which include 42,680 unvested RSUs.
System1, Inc. Chief Ad Operations Officer Brian Coppola reported a small share withholding tied to restricted stock units. On 01/28/2026, 231 shares of Class A common stock were withheld at $4.18 per share to cover taxes upon vesting of 469 RSUs. After this, he beneficially owned 66,229 shares, including 43,016 unvested RSUs, all held directly.
System1, Inc. officer Daniel J. Weinrot, General Counsel & Secretary, reported an automatic share withholding tied to equity compensation. On January 28, 2026, upon vesting of 375 restricted stock units (RSUs), the company withheld 211 shares of Class A common stock at $4.18 per share to cover tax obligations.
After this tax withholding, Weinrot beneficially owned 69,394 shares of Class A common stock in total, which the disclosure states includes 55,180 unvested RSUs. The filing characterizes the transaction with code F, indicating shares withheld for taxes rather than an open‑market sale.
System1, Inc. officer Daniel J. Weinrot, General Counsel & Secretary, reported an automatic share withholding tied to equity compensation. On January 28, 2026, upon vesting of 375 restricted stock units (RSUs), the company withheld 211 shares of Class A common stock at $4.18 per share to cover tax obligations.
After this tax withholding, Weinrot beneficially owned 69,394 shares of Class A common stock in total, which the disclosure states includes 55,180 unvested RSUs. The filing characterizes the transaction with code F, indicating shares withheld for taxes rather than an open‑market sale.