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 Secti…

Other Events. As 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 co…

Director — Robert Sharp: Elected as a director by the holders of Preferred Shares.

Material Modification to Rights of Security Holders. The information set forth in

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…

Director — Frank Martire Jr.: Frank Martire Jr. resigned from the Board of Directors.

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…

The filing describes a stock sale and does not pertain to any management or director movement.

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

The filing is about amendments to incentive plans and stock appreciation rights, not a management change.

The filing details a compensatory arrangement for an existing officer.

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…

Director — Dexter Fowler and Jennifer Prince: Directors resigned from the Board without any disagreement with the Company.

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…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On January 6, 2025 System1, Inc. (the “Company”) was notified by the New York Stock Exchange (the “NYSE”) that it is not in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company’s Class A Common Stock ("the Common Stock") was less than $1.00 over a consecutive 30 trading-day period. The notice does not result in the immediate delisti…

Results of Operations and Financial Condition On November 7, 2024 , System1, Inc. (the “Company”) issued a press release announcing financial results for its quarter ended September 30, 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 1934, as…

Results of Operations and Financial Condition On August 8, 2024 , System1, Inc. (the “Company”) issued a press release announcing financial results for its quarter ended June 30, 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 1934, as amende…