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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The matters described in
Unregistered Sales of Equity Securities. The matters described in
Entry into a Material Definitive Agreement. As previously disclosed, on January 27, 2022, certain subsidiaries of System1, Inc., a Delaware corporation (the “Company”), including Orchid Merger Sub II, LLC, a Delaware limited liability company (the “Existing Borrower”), and S1 Holdco LLC, a Delaware limited liability company, entered into that certain Credit and Guaranty Agreement (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Exi…
Results of Operations and Financial Condition On May 12, 2026, System1, Inc. (the “Company”) issued a press release announcing financial results for its quarter ended March 31, 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 Sectio…
Results of Operations and Financial Condition On March 11, 2026, System1, Inc. (the "Company") issued a press release announcing financial results for its quarter and year ended December 31, 2025. 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. 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 193…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Departure of Directors On January 9, 2026, Frank Martire Jr. notified the Board of Directors (the "Board") of the Company of his resignation from the Board, effective as of the close of business on January 9, 2026. Mr. Martire, who served on the Company’s board prior to its deSPAC merger transaction, did not serve on a Committee of the Board as of…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On December 8, 2025 System1, Inc. (the "Company") received a letter from the New York Stock Exchange (the "NYSE") notifying the Company that it is currently not in compliance with Section 802.01B of the NYSE Listed Company Manual because as of December 5, 2025, the Company’s 30 trading-day average market capitalization was less than $50 million and its last reported stockholder’s equity as of…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Departure of Directors On December 1, 2025, in connection with the consummation of the sale by Cannae Holdings, LLC of 2,344,482 Class A Shares of Company Stock of System1, Inc. (the "Company") described in further detail in
Results of Operations and Financial Condition On November 5, 2025, System1, Inc. (the “Company”) issued a press release announcing financial results for its quarter ended September 30, 2025. 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. 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…
Results of Operations and Financial Condition On August 7, 2025, System1, Inc. (the “Company”) issued a press release announcing financial results for its quarter ended June 30, 2025. 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. 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…
Material Modification of Rights to Security Holders. To the extent required by this
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Amendment to 2022 Incentive Award Plan On June 10, 2025, System1, Inc. (the “Company” or “System1”) held its Annual Meeting of Stockholders (the “2025 Annual Meeting”). At the 2025 Annual Meeting, the Company’s stockholders considered and approved, among other things, an amendment to the System1, Inc. 2022 Incentive Award Plan (the “2022 Plan Amend…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Compensatory Arrangements of Certain Officers On May 22, 2025, the Compensation Committee of System1, Inc. (the "Company") approved an initial base salary of $450,000 per annum for Charles Ursini, the Company’s President and Chief Operating Officer, effective as of May 19, 2025. Previously, Mr. Ursini did not receive a base salary in connection wit…
Results of Operations and Financial Condition On May 6, 2025, System1, Inc. (the “Company”) issued a press release announcing financial results for its quarter ended March 31, 2025. 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. 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 (…
Unregistered Sales of Equity Securities. On April 28, 2025, System1, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with The Blend Family Foundation (the “Purchaser”), pursuant to which the Company agreed to sell to the Purchaser 4,500,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), at a price of $0.50 per Share (the “Private Placement”). The aggregate proceeds to the Compa…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Directors On April 15, 2025,Dexter Fowler and Jennifer Prince notified the Board of Directors (the “Board”) of System1, Inc. (the “Company”) of their respective resignation from the Board, effective as of the close of business on April 15, 2025. Mr. Fowler served on the Nominating & Corporate Governance Committee and Ms. Prince serve…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 7, 2025 System1, Inc. (the "Company") was notified by the New York Stock Exchange (the "NYSE"), and the NYSE publicly announced, that the NYSE has determined to (a) commence proceedings to delist the Company’s redeemable warrants which were previously issued in connection with Trebia Acquisition Corp.'s initial public offering, each warrant exercisable for one share of the Company’s C…
Results of Operations and Financial Condition On March 10, 2025, System1, Inc. (the “Company”) issued a press release announcing financial results for its quarter and year ended December 31, 2024. 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. 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 193…
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