sst-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from ______ to ______

Commission File Number 001-39331

System1, Inc.

(Exact name of registrant as specified in its charter)


Delaware						92-3978051
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

4235 Redwood Avenue Los Angeles, CA						90066
(Address of Principal Executive Offices)						(Zip Code)

(310) 924-6037

(Registrant’s telephone number including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

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, par value $0.0001 per share

SST

The New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

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.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of August 1, 2026 there were 8,708,922 shares of Class A common stock, $0.0001 par value per share, and 1,779,727 shares of Class C common stock, $0.0001 par value per share, outstanding.

Table of Contents


		Page
Part I - Financial Information		1

Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Comprehensive Loss	3
	Condensed Consolidated Statements of Changes in Stockholders' Equity	4
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28

Part II - Other Information		29

Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30

Signatures		31

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

System1, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except par value)


	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		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		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
Commitments and contingencies (Note 7)
Stockholders' equity:
Class A common stock $0.0001 par value; 500,000 shares authorized, 8,406 and 8,225 Class A shares issued as of June 30, 2026 and December 31, 2025, respectively	1		1
Class C common stock $0.0001 par value; 25,000 shares authorized, 1,779 and 1,813 Class C shares issued 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

The accompanying notes are an integral part of these condensed consolidated financial statements.

System1, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)

(In thousands, except for per share amounts)


	Three Months Ended June 30,			Six Months Ended June 30,
	2026		2025	2026	2025
Revenue	$	30,200	$