Form 8-K

8-K — System1, Inc.

Accession: 0001805833-26-000049

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001805833

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — sst-20260805.htm (Primary)

EX-99.1 (q22026-ex991pressrelease.htm)

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8-K

8-K (Primary)

Filename: sst-20260805.htm · Sequence: 1

sst-20260805

0001805833FALSE00018058332026-08-052026-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 5, 2026

System1, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39331

92-3978051

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

4235 Redwood Avenue

Los Angeles, California

90066

(Address of principal executive offices)

(Zip Code)

(310) 924-6037

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value per share

SST

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 2 - Financial Information

Item 2.02 - Results of Operations and Financial Condition

On August 5, 2026, System1, Inc. (the “Company”) issued a press release announcing financial results for its quarter ended June 30, 2026. The full text of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing.

The Company makes reference to certain non-GAAP financial measures in the press release. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures and reasons for why the Company believes these non-GAAP financial measures are useful are contained in the attached press release.

Section 9 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release of System1, Inc. dated August 5, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

System1, Inc.

Date:

August 5, 2026

By:

/s/ Tridivesh Kidambi

Name:

Tridivesh Kidambi

Title:

Chief Financial Officer

EX-99.1

Filename: q22026-ex991pressrelease.htm · Sequence: 2

Document

Exhibit 99.1

System1 Announces Second Quarter 2026 Financial Results and Launch of New Agentic Products

•Revenue of $30.2 million

•GAAP Gross Profit of $24.3 million, margin of 80%

•Adjusted Gross Profit of $25.5 million, margin of 85%

•GAAP Net Loss of $15.3 million

•Adjusted EBITDA of $1.9 million

LOS ANGELES, CA — August 5, 2026 – System1, Inc. (NYSE: SST) ("System1" or the "Company"), which operates flagship internet utilities including CouponFollow, MapQuest, and Startpage, and a best-in-class customer acquisition and marketing platform powered by artificial intelligence, today announced its financial results for the second quarter of 2026. During the quarter, System1 launched a new suite of agentic AI products including MCP servers for MapQuest, its Dogpile search engine and its new IntentStream audience data platform, extending the Company's proprietary mapping, shopping and search data into the infrastructure AI agents rely on.

"The second quarter was a pivotal one for System1 as we signed a transformative agreement to cut our gross debt by half, and our Products business continued to demonstrate real operating strength," commented Michael Blend, System1’s Co-Founder & Chief Executive Officer. "We also launched several new agentic data products, including our MapQuest and Dogpile MCP servers. As we head into the second half of 2026, we are focused on capitalizing on the tailwinds and initiatives powering our Products business while returning our Partner Network to growth mode."

Tridivesh Kidambi, Chief Financial Officer of System1, added, "Our Q2 results reflect our decision in late Q1 to significantly reduce marketing activity tied to search monetization across our owned and operated properties, leading to a planned decrease in year over year revenue but also driving adjusted gross margin up to 85% as a result of the higher-quality Products business generating the majority of our revenue and gross profit. The signing and closing of the debt exchange transaction sets us up to continue to invest in our Products business for the long-term while continuing to focus on operational efficiencies in our Partner Network business and cost structure in the short-term."

Note: Adjusted Gross Profit and Adjusted EBITDA are non-GAAP metrics that are defined and reconciled at the end of this release.

Second Quarter 2026 Highlights

•CouponFollow.com became the second-largest organic coupon site in Q2, reflecting continued strength in our SEO-driven traffic and market position.

•Startpage continued its user growth across both our core Startpage.com experience as well as our mobile browser app. Startpage.com user sessions and mobile sessions app sessions grew 31% and 63% year-over-year, respectively.

•MapQuest completed the rebuild of its RoadWarrior app on a unified React Native platform, bringing iOS and Android to feature parity while improving development efficiency. The release also introduced a redesigned brand and user experience that simplifies core workflows and better supports drivers' daily needs.

•The Company launched IntentStream, its audience data product which collects, enriches and packages first-party data across its network of owned & operated properties. IntentStream provides brands with real-time

pre-purchase intent signals, enabling them to reach consumers while purchase decisions are actively being made.

•System1 continued expanding its push into agentic AI through integration with LLMs:

◦MapQuest launched its Model Context Protocol ("MCP") Server, which exposes MapQuest's core location tools to any connected agent through conversational language inside the LLMs developers already work in. Developers point their agent at the server, authenticate with an API key, and the tools appear automatically, with no changes to MapQuest's underlying APIs.

◦The Company also launched Dogpile Fetch, a web search API and MCP server that routes AI agent queries to the best search backend.

About System1, Inc.

System1 operates flagship internet utilities including CouponFollow, MapQuest, and Startpage, and a best-in-class marketing platform powered by artificial intelligence, enabling third party publishers to monetize and maximize the value of user traffic across a wide range of advertising category verticals. For more information, visit www.system1.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995, particularly any statements or materials regarding System1’s future results. Forward-looking statements include, but are not limited to, statements regarding System1 or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause System1’s actual financial results or operating performance to be materially different from those expressed or implied by these forward-looking statements. Readers or users of this press release should evaluate the risk factors summarized below, which summary list is not exclusive. Readers or users of this press release should also carefully review the "Risk Factors" and other information included in our Annual Report on Form 10-K for the fiscal year ending December 31, 2025, as well as our Form 10-Qs, Form 8-Ks and other reports filed with the Securities and Exchange Commission (the "SEC") from time to time. Please refer to these SEC filings for additional information regarding the risks and other factors that may impact System1’s business, prospects, financial results and operating performance.

Such risks, uncertainties and assumptions include, but are not limited to: (1) our ability to maintain our key relationships with network partners and advertisers, including our monetization arrangements; (2) our ability to collect, process, effectively utilize and safely store the first party data that we obtain through our services; (3) the performance of our marketing platform; (4) changes in customer demand for our services and our ability to quickly adapt to such changes; (5) our ability to maintain and attract consumers and advertisers in the face of changing economic or competitive conditions; (6) our ability to improve and maintain adequate internal control over financial reporting and remediate identified material weaknesses; (7) our ability to successfully source and complete acquisitions and to integrate the operations of companies System1 acquires; (8) our ability to raise financing in the future as and when needed or on market terms; (9) our ability to compete with existing competitors and the entry of new competitors in the market; (10) changes in applicable laws or regulations impacting the business in which we

operate and our ability to maintain compliance with the various laws that our business and operations are subject to; (11) our ability to protect our intellectual property rights; (12) our integration of new and developing technologies, including the adoption of artificial intelligence and machine learning technologies; and (13) substantial doubt about our ability to continue as a going concern; and (14) other risks and uncertainties indicated from time to time in our filings with the SEC. The foregoing list of factors is not exclusive.

Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from any forward-looking statements contained in this press release. System1’s independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the forward-looking statements for the purpose of their inclusion in this press release, and accordingly, do not express an opinion or provide any other form of assurance with respect thereto for the purpose of this press release. System1 will not undertake any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. You should not take any statement regarding past trends or activities as a representation that such trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements.

Non-GAAP Measures: Adjusted Gross Profit and Adjusted EBITDA

Adjusted Gross Profit and Adjusted EBITDA are non-GAAP financial measures and represent key metrics used by System1's management and board of directors to measure the operational strength and performance of its core business, to establish budgets, and to develop operational goals for managing its business. Adjusted Gross Profit is defined as gross profit plus depreciation and amortization related to cost of revenues. Adjusted EBITDA is defined as net income (loss) before interest expense, income taxes, depreciation and amortization expense, impairment expense, stock-based compensation expense, deferred compensation, gain (loss) on extinguishment of debt, non-cash revaluation of warrant liability and acquisition and restructuring costs.

System1 believes Adjusted Gross Profit and Adjusted EBITDA are relevant and useful metrics for investors because it allows investors to view performance in a manner similar to the method used by management. There are limitations on the use of Adjusted Gross Profit and Adjusted EBITDA and it may not be comparable to similarly titled measures of other companies. Other companies, including companies in System1's industry, may calculate non-GAAP financial measures differently than System1 does, limiting the usefulness of those measures for comparative purposes.

Adjusted Gross Profit should not be considered a substitute for gross profit. Adjusted EBITDA should not be considered a substitute for income (loss) from operations, net income (loss), or net income (loss) attributable to System1 on a consolidated basis that System1 reports in accordance with GAAP. Although System1 uses Adjusted Gross Profit and Adjusted EBITDA as financial measures to assess the performance of its business, such use is limited because it does not include certain costs necessary to operate System1's business. System1's presentation of Adjusted Gross Profit and Adjusted EBITDA should not be construed as indications that its future results will be unaffected by unusual or nonrecurring items.

Exhibit 99.1

Unaudited Condensed Consolidated Statements of Operations

(In thousands)

Three Months Ended June 30,

2026

2025

Revenue

30,200

78,115

Operating expenses:

Cost of revenue

5,926

50,212

Salaries and benefits

17,113

26,297

Selling, general, and administrative

14,541

17,511

Impairment of long-lived assets

911

—

Total operating expenses

38,491

94,020

Operating loss

(8,291)

(15,905)

Other expense:

Interest expense, net

7,116

Change in fair value of warrant liabilities

—

Total other expense, net

7,116

7,184

Loss before income tax

(15,407)

(23,089)

Income tax benefit

(75)

(1,547)

Net loss

(15,332)

(21,542)

Less: Net loss attributable to non-controlling interest

(2,733)

(4,079)

Net loss attributable to System1, Inc.

(12,599)

(17,463)

Exhibit 99.1

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except for par values)

June 30, 2026

December 31, 2025

ASSETS

Current assets:

Cash and cash equivalents

40,484

86,887

Restricted cash, current

500

1,243

Accounts receivable, net

40,980

57,289

Prepaid expenses and other current assets

7,557

4,061

Total current assets

89,521

149,480

Restricted cash, non-current

379

Property and equipment, net

1,358

1,562

Internal-use software development costs, net

13,097

13,672

Intangible assets, net

96,007

148,089

Goodwill

82,407

Operating lease right-of-use assets

8,315

9,120

Other non-current assets

287

263

Total assets

291,371

404,972

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

15,139

22,016

Accrued expenses and other current liabilities

23,367

46,277

Operating lease liabilities, current

1,538

1,427

Debt, net

76,915

76,718

Total current liabilities

116,959

146,438

Operating lease liabilities, non-current

7,312

8,183

Long-term debt, net

214,880

228,399

Deferred tax liability

3,573

4,013

Other non-current liabilities

1,651

520

Total liabilities

344,375

387,553

Stockholders' equity:

Class A common stock - $0.0001 par value; 500,000 shares authorized, 8,406 and 8,225 Class A shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Class C common stock - $0.0001 par value; 25,000 shares authorized, 1,779 and 1,813 Class C shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

—

Additional paid-in capital

881,755

878,859

Accumulated deficit

(907,345)

(847,679)

Accumulated other comprehensive loss

(325)

(157)

Treasury stock, at cost - 190 and 137 shares as of June 30, 2026 and December 31, 2025, respectively

(759)

(557)

Total stockholders' equity attributable to System1, Inc.

(26,673)

30,467

Non-controlling interest

(26,331)

(13,048)

Total stockholders' equity

(53,004)

17,419

Total liabilities and stockholders' equity

291,371

404,972

Exhibit 99.1

The following table reconciles Revenue to Gross Profit and Adjusted Gross Profit for the periods presented (in millions):

Three Months Ended June 30,

2026

2025

Revenue

30.2

78.1

Less: Cost of revenue

(5.9)

(50.2)

Gross profit

24.3

27.9

Add: amortization included in cost of revenue

1.2

13.1

Adjusted Gross Profit

25.5

41.0

Exhibit 99.1

The following table reconciles net loss to Adjusted EBITDA for the periods presented (in millions):

Three Months Ended June 30,

2026

2025

Net loss

(15.3)

(21.5)

Adjustments:

Income tax benefit

(0.1)

(1.5)

Interest expense

7.1

Depreciation and amortization

6.8

20.6

Impairment of long-lived assets

0.9

—

Other expense

(0.1)

0.1

Stock-based compensation & distributions to members

1.4

4.5

Non-cash revaluation of warrant liability

—

0.1

Acquisition and restructuring costs

1.2

2.3

Adjusted EBITDA

1.9

11.7

Investors:

System1 Investor Relations

ir@system1.com

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