Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Pursuant to Rules 13a-15(b) and 15d-15(b) under the Securities Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act as of the end of the period covered by this report. Based on that evaluation, our CEO and CFO concluded that, as of December 31, 2025, our disclosure controls and procedures were effective to ensure that the information required to be disclosed in the reports required to be filed or submitted under the Securities Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act.
Management, including our CEO and CFO, assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria described in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on this assessment, management has concluded that we did maintain effective internal control over financial reporting as of December 31, 2025.
Changes in Internal Control over Financial Reporting
Throughout the year ended December 31, 2025, we undertook remediation measures related to previously reported material weaknesses in internal control over financial reporting. We completed these remediation measures in the quarter ended December 31, 2025, including testing of the design and concluding on the operating effectiveness of the related controls.
Specifically, we undertook the following remediation measures:
1. Assessed the need of additional senior level accounting personnel with applicable technical accounting knowledge, training, and experience in accounting matters, and hired the appropriately skilled resources.
2. We enhanced the design of controls to formalize roles and review responsibilities to align with our team’s skills and experience and designing and implementing controls ensuring appropriate segregation of duties;
3. Engaged an accounting advisory firm to assist with the documentation, evaluation, remediation and testing of our internal control over financial reporting based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission;
4. We enhanced the design of controls to address the financial reporting risks over the accounting for dispositions, acquisitions and other complex, non-routine transactions, including controls over the preparation and review of accounting memoranda addressing these matters, valuations and key assumptions utilized in the valuations, allocation of goodwill reporting units, tax impacts, and ongoing recording of the financial statement results of the acquired businesses;
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5. We enhanced the design of formal accounting policies with periodic reviews, procedures and controls supporting our period-end financial reporting process, including controls over the preparation and review of account reconciliations and journal entries, business performance reviews, foreign exchange gains/losses for intercompany transactions, appropriate determination of asset groups for impairment consideration and classification and presentation of accounts and disclosures, including the statement of cash flows.
Based on these procedures, we believe that the previously reported material weaknesses related to the above items have been remediated. However, completion of remediation procedures for these material weaknesses does not provide assurance that our modified controls will continue to operate properly or that our financial statements will be free from error.
Other than the changes disclosed above, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None .
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.
Item 11. Executive Compensation.
The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.
Item 14. Principal Accountant Fees and Services.
The information required by this item is incorporated by reference to our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) We have filed the following documents as part of this Annual Report on Form 10-K:
1. Consolidated Financial Statements
See Index to Consolidated Financial Statements in Part II, Item 8, "Financial Statements and Supplementary Data" herein.
2. Financial Statement Schedules
No financial statement schedules are provided because the information called for is not required or is shown in the consolidated financial statements of the notes thereto.
3. Exhibits
Exhibits required to be filed as part of this report are:
Incorporated by Reference
Filed or Furnished Herewith
Exhibit No.
Description
Form
File No.
Exhibit
Filing Date
2.1(a)
Business Combination Agreement, dated as of June 28, 2021, by and among Trebia Acquisition Corp., S1 Holdco, LLC, System1 SS Protect Holdings, Inc., and the other parties that are signatory thereto.
8-K
001-39331
2.1
6/29/2021
2.1(b)
Amendment No. 1 to the Business Combination Agreement, dated as of November 30, 2021, by and among Trebia Acquisition Corp., S1 Holdco, LLC, System1 SS Protect Holdings, Inc., and the other parties that are signatory thereto.
S-4
333-260714
2.2
12/1/2021
2.1(c)
Amendment No. 2 to the Business Combination Agreement, dated January 10, 2022, by and among S1 Holdco, LLC, a Delaware limited liability company, System1 SS Protect Holdings, Inc., a Delaware corporation and the other parties signatory thereto.
8-K
001-39331
10.1
1/20/2022
2.1(d)
Amendment No. 3 to the Business Combination Agreement, dated January 25, 2022, by and among S1 Holdco, LLC, a Delaware limited liability company, System1 SS Protect Holdings, Inc., a Delaware corporation and the other parties signatory thereto.
8-K
001-39331
10.1
1/26/2022
2.2
Share Purchase Agreement, dated November 30, 2023, by and among System1, Inc., Orchid Merger Sub II, LLC, Sonic Newco, LLC, JDI Antarctica Limited and JDI Antarctica Sub II Limited
8-K
001-39331
2.1
12/4/2023
3.1
Certificate of Incorporation of System1, Inc.
8-K
001-39331
3.1
2/2/2022
3.2
Second Amended and Restated Bylaws of System1, Inc.
8-K
001-39331
3.1
3/1/2023
3.3
Amendment to the System1, Inc. Certificate of Incorporation
8-K
001-39331
3.1
6/14/2024
3.4
Amendment to the System1, Inc. Certificate of Incorporation
8-K
001-39331
3.1
6/11/2025
4.1
Warrant Agreement, dated June 19, 2020, by and between Trebia Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent.
8-K
001-39331
4.1
6/2/2020
4.2
Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
10-K
001-39331
4.2
6/6/2023
10.1^
System1, Inc. 2022 Incentive Award Plan
8-K
001-39331
10.2
2/20/2022
101
10.2
Conditional Consent, Waiver and Acknowledgement, dated as of August 30, 2022, by and among System1, Inc., Protected.net Group Limited and Just Develop It Limited.
8-K
001-39331
10.1
8/30/2022
10.3#
Credit and Guaranty Agreement, dated as of January 27, 2022, among Orchid Finco LLC, System1 Midco, LLC, Orchid Merger Sub II, LLC and the subsidiaries from time to time party thereto, S1 Holdco, LLC, Bank of America, N.A. and the lenders from time to time party thereto.
10-K
001-39331
10.7
6/6/2023
10.4
Registration Rights Agreement, dated January 27, 2022, by and among System1, Inc. and the other parties that are signatory thereto.
S-1
333-262608
10.3
2/9/2022
10.5
Registration Rights Agreement, dated June 19, 2020, among the Company, the Sponsors and certain other security holders named therein.
8-K
001-39331
10.2
6/22/2020
10.6
Form of Indemnification Agreement and Advancement Agreement
8-K
001-39331
10.4
3/2/2022
10.7^
Employment Agreement, dated as of June 15, 2023, between Tridivesh Kidambi and System1, LLC.
8-K
001-39331
10.1
6/22/2022
10.8
Form of Stockholders Agreement
S-4/A
333-260714
10.3
12/16/2021
10.9
First Amendment to Conditional Consent, Waiver and Acknowledgement
10-K
001-39331
10.18
6/6/2023
10.10
Second Amendment to Conditional Consent, Waiver and Acknowledgement, dated as of November 30, 2023, by and among System1, Inc., Total Security Limited, Just Develop It Limited, JDI Antarctica Limited and JDI Antarctica Sub II Limited
8-K
001-39331
10.1
12/4/2023
10.11
System1, Inc. 2024 Stock Appreciation Rights Plan
8-K
001-39331
10.1
6/11/2024
10.12
First Amendment to System1, Inc. 2024 Stock Appreciation Rights Plan
10-Q
001-39331
10.3
8/8/2024
19.1
Insider Trading Policy
10-K
001-39331
10.26
3/15/2024
21.1
Subsidiaries of Registrant
X
23.1
Consent of Deloitte & Touche LLP
X
31.1*
Certification of principal executive officer pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2*
Certification of principal financial and accounting officer pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1**
Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2**
Certification of principal financial and accounting officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
97.1*
Policy for Recovery of Erroneously Awarded Compensation.
X
101.INS*
XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*
XBRL Taxonomy Extension Schema Document.
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document.
102
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Filed herewith.
**
This certification shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
^
Indicates management contract or compensatory plan.
#
Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant will furnish copies of any such schedules and exhibits to the SEC upon request.
Item 16. Form 10-K Summary.
None.
103
Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned hereunto duly authorized, on this 11th day of March, 2026.
SYSTEM1, INC.
Date:
March 11, 2026
By:
/s/ Michael Blend
Michael Blend
Chief Executive Officer and Director
(Principal Executive Officer)
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Signatures
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Blend and Tridivesh Kidambi, jointly and severally, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.
Signature
Title
Date
/s/ Michael Blend
Chief Executive Officer, Director
March 11, 2026
Michael Blend
(Principal Executive Officer)
/s/ Tridivesh Kidambi
Chief Financial Officer
March 11, 2026
Tridivesh Kidambi
(Principal Financial and Accounting Officer)
/s/ John Civantos
Director
March 11, 2026
John Civantos
/s/ Caroline Horn
Director
March 11, 2026
Caroline Horn
/s/ Moujan Kazerani
Director
March 11, 2026
Moujan Kazerani
/s/ Tanmay Kumar
Director
March 11, 2026
Tanmay Kumar
/s/ Taryn Naidu
Director
March 11, 2026
Taryn Naidu
/s/ Charles Ursini
Director
March 11, 2026
Charles Ursini
105