Official announcements (8-K)

Change in its leaders or board (Item 5.02)

New leaders or board members can bring a change in strategy.

In the company's wordsDeparture of Named Executive Officer On October 26, 2026, Charles Ursini notified System1, Inc. (the "Company") of his voluntary resignation as the Company's President and Chief Operating Officer, effective as of the close of business on October 30, 2026. Mr. Ursini served as the Company's President and Chief Operating Officer since April 2024. Following Mr. Ursini's voluntary resignation as the Company's President and Chief Operating Officer, he will continue to serve on the Company's Board of Directors and will serve as a strategic advisor to the Company's management. Section 9 - Financial Statements and Exhibits

Shared information with investors (Item 7.01)

Information shared with investors, often a presentation or press release.

In the company's wordsSupplemental Financial Information On August 5, 2026, System1, Inc. (the "Company") posted supplemental financial information for its quarter ended June 30, 2026 on the Company’s website at https://ir.system1.com. A copy of the supplemental financial information is furnished herewith as Exhibit 99.1. The Company’s website and the information contained on, or that can be accessed through, the Company’s website will not be deemed to be incorporated by reference in, and are not considered part of, this Current Report. In accordance with General Instruction B.2 of Form 8-K, the foregoing supplemental financial information and related information (including the exhibit set …

Shared financial results (Item 2.02)

New results: figures on this page will update when the full quarterly or annual report is filed.

In the company's wordsOn 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 …

Changed the rights of shareholders (Item 3.03)

Changes to shareholders' rights affect what owners can vote on or receive.

In the company's wordsThe information set forth in Item 5.03 of this Current Report on Form 8-K with respect to the Certificate of Designation is incorporated into this Item 3.03 by reference. Section 5 – Corporate Governance and Management

Change in its leaders or board (Item 5.02)

New leaders or board members can bring a change in strategy.

In the company's wordsOn July 23, 2026, in connection with the closing of the Transaction, the holders of a majority of the outstanding Preferred Shares, acting by written consent pursuant to the Certificate of Designation, elected Robert Sharp to serve as a director of the Company, effective as of such date. As described in the Proxy Statement, the holders of the Preferred Shares have the right to designate one director to the Board for so long as at least 19,625 shares of the Preferred Shares remain outstanding, and Mr. Sharp was elected pursuant to such right. Mr. Sharp will serve as a director until his successor is duly elected and qualified in accordance with the Certificate of …

Changed its company rules or financial year (Item 5.03)

Changes to the company's rules or the dates of its financial year.

In the company's wordsOn July 23, 2026, in connection with the closing of the Transaction, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designation of Series A Preferred Stock (the “Certificate of Designation”) designating 39,250 shares of the Company’s preferred stock, par value $0.0001 per share, as “Series A Cumulative Convertible Preferred Stock” (the “Preferred Shares”) and establishing the designations, powers, preferences and relative, participating, optional, special and other rights, and the qualifications, limitations and restrictions, of the Preferred Shares. The Certificate of Designation became effective upon filing. Each Preferred …

Shared shareholder vote results (Item 5.07)

How shareholders voted on board members and proposals.

In the company's wordsOn July 22, 2026, the Company held its 2026 annual meeting of stockholders (the “Annual Meeting”) in a virtual format, at which the holders of 7,900,179 shares of the Company’s common stock, par value $0.0001 per share, representing approximately 79.01% of the shares outstanding and entitled to vote as of the Annual Meeting record date of June 18, 2026, were present via the virtual meeting website or represented by proxy. A summary of the final voting results for the following proposals, each of which is described in detail in the Proxy Statement, is set forth below: Proposal 1 - Share Issuance Proposal The Company’s stockholders approved, for purposes of complying with …

Announced another event (Item 8.01)

Another event the company chose to report publicly.

In the company's wordsAs previously disclosed, on May 29, 2026, S1 Holdings Finco, LLC and Orchid Merger Sub II, LLC, each a subsidiary of the Company, entered into an Exchange Agreement with the participating lenders under the Company’s existing credit facility, the existing agent under the Company’s existing credit agreement and the priority agent under the Company’s Priority Credit Agreement (as defined in Company’s Current Report on Form 8-K filed with the SEC on June 1, 2026), providing for a comprehensive debt exchange and settlement transaction, the terms of which are described in the Company’s Current Report on Form 8-K filed with the SEC on June 1, 2026 and in the Proxy Statement. …

Signed a major agreement (Item 1.01)

A major new contract can change what the company sells, spends or owes.

In the company's wordsAs 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 “Existing Credit Agreement” and the term loans thereunder, the “Existing Term Loans” and the revolving loans thereunder, the “Existing Revolving Loans” and, together with the Existing Term Loans, the “Existing Loans” and the …

Took on a major new debt or obligation (Item 2.03)

New borrowing adds to what the company owes and the interest it pays.

In the company's wordsThe matters described in Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference. Section 3 - Securities and Trading Markets

Sold shares without a public offering (Item 3.02)

New shares spread the profit across more shares (dilution).

In the company's wordsThe matters described in Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference. Section 7 - Regulation FD

Shared information with investors (Item 7.01)

Information shared with investors, often a presentation or press release.

In the company's wordsOn June 1, 2026, the Company issued a press release announcing the entry into the Exchange Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated by reference herein. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will not be incorporated by reference into any filing under the Securities Act or the Exchange Act unless specifically identified therein as being incorporated therein by reference. Section 9 - Financial Statements and Exhibits

Shared information with investors (Item 7.01)

Information shared with investors, often a presentation or press release.

In the company's wordsSupplemental Financial Information On May 12, 2026, System1, Inc. (the "Company") posted supplemental financial information for its quarter ended March 31, 2026 on the Company’s website at https://ir.system1.com. A copy of the supplemental financial information is furnished herewith as Exhibit 99.1. The Company’s website and the information contained on, or that can be accessed through, the Company’s website will not be deemed to be incorporated by reference in, and are not considered part of, this Current Report. In accordance with General Instruction B.2 of Form 8-K, the foregoing supplemental financial information and related information (including the exhibit set …

Shared financial results (Item 2.02)

New results: figures on this page will update when the full quarterly or annual report is filed.

In the company's wordsOn 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 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 …

Shared information with investors (Item 7.01)

Information shared with investors, often a presentation or press release.

In the company's wordsSupplemental Financial Information On March 11, 2026, System1, Inc. (the "Company") posted supplemental financial information for its quarter ended December 31, 2025 on the Company’s website at https://ir.system1.com. A copy of the supplemental financial information is furnished herewith as Exhibit 99.1. The Company’s website and the information contained on, or that can be accessed through, the Company’s website will not be deemed to be incorporated by reference in, and are not considered part of, this Current Report. The foregoing supplemental financial information and related information (including the exhibit set forth in Item 9.01 hereto) in this Item 7.01 is being …

Shared financial results (Item 2.02)

New results: figures on this page will update when the full quarterly or annual report is filed.

In the company's wordsOn 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 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, …

Change in its leaders or board (Item 5.02)

New leaders or board members can bring a change in strategy.

In the company's wordsDeparture 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 the effective date of his resignation from the Board. Mr. Matire’s resignation from the Company’s Board did not arise as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Section 9 - Financial Statements and Exhibits

Received a notice about its stock exchange listing (Item 3.01)

Notices from the stock exchange can come before shares are removed from trading.

In the company's wordsOn 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 September 30, 2025 was less than $50 million. The Company has a period of 18 months to cure the market capitalization and/or stockholder’s equity deficiencies, subject to NYSE's approval of the Company’s business plan to demonstrate its ability to regain compliance with such …

Shared information with investors (Item 7.01)

Information shared with investors, often a presentation or press release.

In the company's wordsAs required by Section 802.02 of the NYSE Listed Company Manual, the Company issued a press release on December 12, 2025, announcing that it had received the notice of noncompliance with the NYSE's continued listing standards. A copy of the press release is furnished herewith as Exhibit 99.1. The information in this Item 7.01, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, is being furnished herewith and 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 under that section, nor shall it be deemed incorporated by …

Change in its leaders or board (Item 5.02)

New leaders or board members can bring a change in strategy.

In the company's wordsDeparture 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 Item 8.01 below, Ryan Caswell notified the Board of Directors (the "Board") of the Company of his resignation from the Board, effective as of the close of business on December 1, 2025. Mr. Caswell did not serve on a Committee of the Board as of the effective date of his resignation from the Board. Mr. Caswell’s resignation from the Company’s Board did not arise as a result of any disagreement with the Company on any matter relating to the Company’s …

Announced another event (Item 8.01)

Another event the company chose to report publicly.

In the company's wordsSale of Shares by Cannae Holdings LLC On December 1, 2025, Cannae Holdings, LLC ("Cannae"), the Company’s largest individual shareholder, completed the sale of 2,344,482 shares of the Company’s Class A Common Stock (the "Cannae Shares") in a privately negotiated off-market transaction (the "Cannae Share Sale") to Kenloch Holdings, LLC ("Kenloch"), a new entity formed by certain members of management and independent directors of the Company and managed by Michael Blend, the Company’s co-founder, chief executive officer and chairman of the board. Pursuant to the terms of the Cannae Share Sale, Kenloch purchased the Cannae Shares for an aggregate purchase price of …

Shared information with investors (Item 7.01)

Information shared with investors, often a presentation or press release.

Shared financial results (Item 2.02)

New results: figures on this page will update when the full quarterly or annual report is filed.

Shared information with investors (Item 7.01)

Information shared with investors, often a presentation or press release.

Shared financial results (Item 2.02)

New results: figures on this page will update when the full quarterly or annual report is filed.

Changed the rights of shareholders (Item 3.03)

Changes to shareholders' rights affect what owners can vote on or receive.

Changed its company rules or financial year (Item 5.03)

Changes to the company's rules or the dates of its financial year.

Announced another event (Item 8.01)

Another event the company chose to report publicly.

Change in its leaders or board (Item 5.02)

New leaders or board members can bring a change in strategy.

Shared shareholder vote results (Item 5.07)

How shareholders voted on board members and proposals.

Announced another event (Item 8.01)

Another event the company chose to report publicly.

Change in its leaders or board (Item 5.02)

New leaders or board members can bring a change in strategy.

Shared information with investors (Item 7.01)

Information shared with investors, often a presentation or press release.

Shared financial results (Item 2.02)

New results: figures on this page will update when the full quarterly or annual report is filed.

Sold shares without a public offering (Item 3.02)

New shares spread the profit across more shares (dilution).

Change in its leaders or board (Item 5.02)

New leaders or board members can bring a change in strategy.

Received a notice about its stock exchange listing (Item 3.01)

Notices from the stock exchange can come before shares are removed from trading.

Shared financial results (Item 2.02)

New results: figures on this page will update when the full quarterly or annual report is filed.

Shared financial results (Item 2.02)

New results: figures on this page will update when the full quarterly or annual report is filed.

Received a notice about its stock exchange listing (Item 3.01)

Notices from the stock exchange can come before shares are removed from trading.

Shared information with investors (Item 7.01)

Information shared with investors, often a presentation or press release.