10q10k10q10k.net

What changed in System1, Inc.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of System1, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+341 added−361 removedSource: 10-K (2026-03-11) vs 10-K (2025-03-10)

Top changes in System1, Inc.'s 2025 10-K

341 paragraphs added · 361 removed · 234 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

56 edited+8 added−22 removed76 unchanged
Biggest changeWe expect our revenue to continue to fluctuate based on seasonal factors that affect the industry as a whole. Our Competition Our industry is highly competitive and fragmented. We compete with other demand-side platform providers, some of which are smaller, privately-held companies and others that are divisions of large, well-established companies such as Google and Microsoft.
Biggest changeWe compete with other demand-side platform providers, some of which are smaller, privately-held companies and others that are divisions of large, well-established companies such as Google and Microsoft. Our Products also compete with other premium online publishers, such as Ziff Davis, Inc. and IAC Inc.
We believe that we are differentiated from our competitors in the following areas: • we are an independent technology company focused on serving advertisers on the buy-side of our industry; • our Network Partner and advertising relationships are primarily based on the quality of our traffic, where our long-term success is determined by the quality and performance of our users for our Advertising Partners relative to our competition; 11 • our platform provides comprehensive access to a wide range of inventory types across multiple advertising verticals; and • our platform allows clients to build proprietary advantages by integrating custom features and interfaces for their own use through our application programming interfaces, or APIs.
We believe that we are differentiated from our competitors in the following areas: • we are an independent technology company focused on serving advertisers on the buy-side of our industry; • our Network Partner and advertising relationships are primarily based on the quality of our traffic, where our long-term success is determined by the quality and performance of our users for our Advertising Partners relative to our competition; • our platform provides comprehensive access to a wide range of inventory types across multiple advertising verticals; and • our platform allows clients to build proprietary advantages by integrating custom features and interfaces for their own use through our application programming interfaces, or APIs.
Our Strengths We believe that we are well positioned to continue to deliver high performance marketing solutions, including in the delivery of optimized bids and higher return on advertising spend, through the following strengths: Proprietary Technology —The technology powering RAMP is designed to provide a dynamic closed-loop platform that operates efficiently at scale, while optimizing in real-time across several key digital advertising considerations, including dynamic ad pricing, consumer intent and historical user interaction with relevant ad content.
Our Strengths We believe that we are well positioned to continue to deliver high performance marketing solutions, including in the delivery of optimized bids and higher return on advertising spend, through the following strengths: Proprietary Technology —The technology powering our platform is designed to provide a dynamic closed-loop platform that operates efficiently at scale, while optimizing in real-time across several key digital advertising considerations, including dynamic ad pricing, consumer intent and historical user interaction with relevant ad content.
Additionally, similar laws have been passed or are being considered in other states, which may impose additional restrictions on us and on our industry partners. It is difficult to predict with certainty the full effect of these recently passed or pending laws and their implementing regulations on the Internet and advertising industries as a whole.
Additionally, similar laws have been passed or are being considered in other states, which may impose additional restrictions on us and on our industry partners. It is difficult 8 to predict with certainty the full effect of these recently passed or pending laws and their implementing regulations on the Internet and advertising industries as a whole.
The CCPA created individual data privacy rights for consumers in the State of California (including rights to deletion of and access to, as well as rights to opt-out of the collection of, personal information), special rules on the collection of consumer data from minors, new notice obligations and new limits on, and rules regarding the collection, processing and "sale" of personal information (interpreted by many to include common digital advertising 12 practices).
The CCPA created individual data privacy rights for consumers in the State of California (including rights to deletion of and access to, as well as rights to opt-out of the collection of, personal information), special rules on the collection of consumer data from minors, new notice obligations and new limits on, and rules regarding the collection, processing and "sale" of personal information (interpreted by many to include common digital advertising practices).
You may access and read 14 our filings without charge through the SEC’s website at www.sec.gov or through our website at https://ir.system1.com/, as soon as reasonably practicable after such materials are electronically filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act.
You may access and read our filings without charge through the SEC’s website at www.sec.gov or through our website at https://ir.system1.com/, as soon as reasonably practicable after such materials are electronically filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act.
These trends include the rapid diversification of digital platforms, changing consumption behaviors, ever-evolving and more 5 sophisticated advertising networks and ad exchange platforms, increasing audience fragmentation, shorter attention spans, rapidly changing technology infrastructure and a greater regulatory and audience focus on consumer and data privacy considerations by regulators and consumers.
These trends include the rapid diversification of digital platforms, changing consumption behaviors, ever-evolving and more sophisticated advertising networks and ad exchange platforms, increasing audience fragmentation, shorter attention spans, rapidly changing technology infrastructure and a greater regulatory and audience focus on consumer and data privacy considerations by regulators and consumers.
Intellectual Property The protection of our technology and intellectual property is an important driver of our success. We rely on intellectual property laws, including trade secret, copyright, patent and trademark laws in the U.S. and abroad, and use contracts, confidentiality procedures, non-disclosure agreements, employee disclosure and invention assignment agreements and other contractual rights to protect our intellectual property.
Intellectual Property The protection of our technology and intellectual property is an important driver of our success. We rely on intellectual property laws, including trade secret, copyright, patent and trademark laws in the U.S. and abroad, and 6 use contracts, confidentiality procedures, non-disclosure agreements, employee disclosure and invention assignment agreements and other contractual rights to protect our intellectual property.
Both digital audiences and consumer focused regulatory bodies and agencies are becoming increasingly focused on consumer and data privacy, 6 including the collection, processing, tracking and/or sharing of users' personal data or consumer behavior/consumption habits as advertisers, marketing partners and publishers place a premium on high-quality consumer intent data.
Both digital audiences and consumer focused regulatory bodies and agencies are becoming increasingly focused on consumer and data privacy, including the collection, processing, tracking and/or sharing of users' personal data or consumer behavior/consumption habits as advertisers, marketing partners and publishers place a premium on high-quality consumer intent data.
Other EU mechanisms for adequate data 13 transfer, such as the standard contractual clauses, were also questioned by the Court of Justice and, as a result, whether and how standard contractual clauses can be used to transfer personal data to the United States is in question.
Other EU mechanisms for adequate data transfer, such as the standard contractual clauses, were also questioned by the Court of Justice and, as a result, whether and how standard contractual clauses can be used to transfer personal data to the United States is in question.
Other jurisdictions have adopted or are considering cross-border or data residency restrictions, which could reduce the amount of data we can collect or process and, as a result, significantly impact our business.
Other 9 jurisdictions have adopted or are considering cross-border or data residency restrictions, which could reduce the amount of data we can collect or process and, as a result, significantly impact our business.
This aggregated and 8 anonymized data is leveraged within our platform, so that it can be analyzed and iteratively enriched as consumers return to our websites and continue to interact with rendered advertisements.
This aggregated and anonymized data is leveraged within our platform, so that it can be analyzed and iteratively enriched as consumers return to our websites and continue to interact with rendered advertisements.
Our ability to continually develop new intellectual property and deliver new functionality quickly serves to protect us against competitors. We believe RAMP, along with our proprietary technology assets, is unique in the marketplace, difficult to replicate and would be expensive and time-consuming to build. Seasonality In the advertising industry, companies commonly experience seasonal fluctuations in revenue.
Our ability to continually develop new intellectual property and deliver new functionality quickly serves to protect us against competitors. We believe our platform, along with our proprietary technology assets, is unique in the marketplace, difficult to replicate and would be expensive and time-consuming to build. Seasonality In the advertising industry, companies commonly experience seasonal fluctuations in revenue.
CouponFollow is one of the largest coupon destinations for online shoppers. 9 Our Human Capital We believe that our values of support, teamwork, individuality, ownership, impact and improvement have been an important factor of our overall success. Behind all our innovations are the talented people around the world who bring them to life.
CouponFollow is one of the largest coupon destinations for online shoppers. 5 Our Human Capital We believe that our values of support, teamwork, individuality, ownership, impact and improvement have been an important factor of our overall success. Behind all our innovations are the talented people around the world who bring them to life.
Experienced Management Team —Our management team is founder-led, with a deep bench across product, engineering, business & corporate development and compliance, with significant experience in digital advertising and publishing. Our Growth Strategies We believe RAMP can be efficiently deployed across the quickly evolving and rapidly expanding digital advertising market.
Experienced Management Team —Our management team is founder-led, with a deep bench across product, engineering, business & corporate development and compliance, with significant experience in digital advertising and publishing. Our Growth Strategies We believe our platform can be efficiently deployed across the quickly evolving and rapidly expanding digital advertising market.
We have historically evaluated acquisition opportunities along several key criteria, including building strong brands in a broad group of advertising verticals, diversifying monetization capabilities, developing and augmenting new user acquisition channels, accelerating international growth and opportunities for expansion of our owned and operated properties.
We have historically evaluated acquisition opportunities along several key criteria, including building strong brands across a broad group of advertising verticals, diversifying monetization capabilities, developing and augmenting new user acquisition channels, accelerating international growth and opportunities for expansion of our owned and operated properties.
We simultaneously work with different acquisition marketing channels to acquire user traffic to our properties, where we deploy RAMP to efficiently match real-time consumer intent with our own services, or direct them to advertisers that seek to bid for the ability to interact with these consumers.
We simultaneously work with different acquisition marketing channels to acquire user traffic to our properties, where we deploy our processes to efficiently match real-time consumer intent with our own services, or direct them to advertisers that seek to bid for the ability to interact with these consumers.
System1’s Focus on First Party Data —In addition to acquiring extensive amounts of our user traffic via RAMP, upon reaching our websites, RAMP utilizes its proprietary access to our first party data in order to further qualify consumer intent and offer the most appropriate user experience and most effective monetization.
System1’s Focus on First Party Data —In addition to acquiring extensive amounts of our user traffic via our platform, upon reaching our websites, our platform utilizes its proprietary access to our first party data in order to further qualify consumer intent and offer the most appropriate user experience and most effective monetization.
We have significantly expanded the scope of our platform through organic growth, strategic acquisitions and the continuous development and integration of RAMP into our service offerings, which enables us to optimize user acquisition, consumer experience and monetization across all traffic sources of our platform.
We have significantly expanded the scope of our platform through organic growth, strategic acquisitions and the continuous development and integration of our technology platform into our service offerings, which enables us to optimize user acquisition, consumer experience and monetization across all traffic sources of our platform.
We strive to make System1 a diverse and inclusive workplace, where our people feel they belong, with opportunities for our employees to grow and develop their careers, supported by strong compensation, benefits and health and wellness programs, and by programs that build connections between our employees and their communities.
We strive to make System1 a workplace where our people feel they belong, with opportunities for our employees to grow and develop their careers, supported by strong compensation, benefits and health and wellness programs, and by programs that build connections between our employees and their communities.
Proven M&A Experience —We seek out complimentary or ancillary businesses where we can benefit from identified synergies through our industry expertise, significant acquisition experience and in-house strategies to seamlessly integrate targets onto our RAMP platform.
Proven M&A Experience —We seek out complimentary or ancillary businesses where we can benefit from identified synergies through our industry expertise, significant acquisition experience and in-house strategies to seamlessly integrate targets onto our marketing platform.
The key components of RAMP include our programmatic buying platform, ad media interface, dynamic content and monetization serving, real-time revenue attribution, machine learning and data science algorithms, and back-end reporting systems. As a result of the seamless integration of these proprietary technologies, we are able to continually improve performance as we incorporate additional data and product enhancements.
The key components of our platform include our ad media interface, dynamic content and monetization serving, real-time revenue attribution, machine learning and data science algorithms, and back-end reporting systems. As a result of the seamless integration of these proprietary technologies, we are able to continually improve performance as we incorporate additional data and product enhancements.
Our owned and operated search engines and publishing websites are able to provide valuable anonymized and aggregated proprietary first party data related to search intent data that is properly collected and processed, and then leveraged and optimized through RAMP.
Our owned and operated search engines and publishing websites are able to provide valuable anonymized and aggregated proprietary first party data related to search intent data that is properly collected and processed, and then leveraged and optimized through our platform.
Our goal is to continually improve and extend the scope of RAMP by continuing to evolve and adapt to the ever-changing landscape of new sources of online user traffic, better monetization tools and growing areas of advertising demand.
Our goal is to continually improve and extend the scope of our services by continuing to evolve and adapt to the ever-changing landscape of new sources of online user traffic, better monetization tools and growing areas of advertising demand.
Omni-Vertical and Monetization Agnostic Service Offering —RAMP is designed to work across vertical consumer categories, efficiently leveraging consumer intent data matched to advertiser demand on a real-time basis. RAMP is also integrated with multiple forms of monetization, facilitating display and search advertising, lead generation, video, e-commerce and subscriptions.
Omni-Vertical and Monetization Agnostic Service Offering —Our platform is designed to work across vertical consumer categories, efficiently leveraging consumer intent data matched to advertiser demand on a real-time basis. The platform is also integrated with multiple forms of monetization, facilitating display and search advertising, lead generation, video, e-commerce and subscriptions.
We draw from the largest pools of talent to help find the best people for our company and seek to hire and retain a highly qualified workforce in compliance with applicable federal and other laws and regulations. As of December 31, 2024, we had approximately 300 full-time employees in three countries.
We draw from the largest pools of talent to help find the best people for our company and seek to hire and retain a highly qualified workforce in compliance with applicable federal and other laws and regulations. As of December 31, 2025, we had approximately 250 full-time employees in three countries.
Attracting and Monetizing User Traffic through Our Owned and Operated Websites —We own and operate approximately 40 websites, including search engines, digital publishing websites and web utilities/apps across a variety of categories, including health, mapping, how-to, general interest, finance, business, technology, travel and automotive, and utilize RAMP to efficiently produce and distribute content to these properties that is both data-driven and engaging.
Attracting and Monetizing User Traffic through Our Products —We own and operate approximately 40 websites, including search engines, digital publishing websites and web utilities/apps across a variety of 3 categories, including health, mapping, how-to, general interest, finance, business, technology, travel and automotive, and utilize our platform to efficiently produce and distribute content to these properties that is both data-driven and engaging.
Through our portfolio of owned and operated websites, we have access to valuable first party intent data, which our platform combines with real-time feedback on the intent-driven consumer’s interaction with rendered ads, thereby increasing the value of user traffic sent to advertisers and the publishers on which such advertisements are displayed. Automation of Ad Buying .
Through our Products , we have access to valuable first party intent data, which our platform combines with real-time feedback on the intent-driven consumer’s interaction with rendered ads, thereby increasing the value of user traffic sent to advertisers and the publishers on which such advertisements are displayed. 2 Automation of Ad Buying .
RAMP is integrated with and deployed across our owned and operated search engine and digital media publishing websites and utilities, while supporting and utilizing multiple advertising formats across monetization channels, which has allowed us to accelerate our growth through the integration of multiple websites over the past several years.
The platform is integrated with and deployed across our search engines and digital media publishing websites and utilities, while supporting and utilizing multiple advertising formats across monetization channels, which has allowed us to accelerate our growth through the integration of multiple websites over the past several years.
Additionally, spending on global digital advertising accounted for approximately 69% of total global advertising spend in 2024, a percentage that is expected to grow to almost 74% in 2027, continuing a steady trend of supplanting traditional advertising models to support bands and advertisers’ customer acquisition efforts. Digital marketing has become an increasingly complex ecosystem due to several trends.
Additionally, spending on global digital advertising accounted for approximately 73% of total global advertising spend in 2025, a percentage that is expected to grow to almost 77% in 2029, continuing a steady trend of supplanting traditional advertising models to support bands and advertisers’ customer acquisition efforts. Digital marketing has become an increasingly complex ecosystem due to several trends.
Collection and Use of Data; Privacy and Data Protection Legislation and Regulation We and our partners currently use pseudonymous data about Internet and mobile app users directed to our platform to manage and execute digital advertising campaigns in a variety of ways, including delivering advertisements to end users based on their geographic locations, the type of device they are using, their interests as inferred from their Internet search queries, web browsing or app usage activity or their previous relationships with our partners.
Any such changes may reduce revenue and margins and could adversely affect our financial results. 7 Collection and Use of Data; Privacy and Data Protection Legislation and Regulation We and our partners currently use pseudonymous data about Internet and mobile app users directed to our platform to manage and execute digital advertising campaigns in a variety of ways, including delivering advertisements to end users based on their geographic locations, the type of device they are using, their interests as inferred from their Internet search queries, web browsing or app usage activity or their previous relationships with our partners.
We believe that our RAMP platform adds significant value across the entire digital marketing landscape. Substantial First-Party Data Consumer Information —In 2024, we processed approximately 15.0 billion total sessions.
We believe that our platform adds significant value across the entire digital marketing landscape. 4 Substantial First-Party Data Consumer Information —In 2025, we processed approximately 11 billion total sessions.
We have built a robust and valuable asset consisting of proprietary first party data that is continuously enhanced based on more than 1.0 billion distinct search queries that run through RAMP each a month.
We have built a robust and valuable asset consisting of proprietary first party data that is continuously enhanced based on more than 560 million distinct search queries that run through our platform each month.
As a result of the current uncertainty in economic activity, including geopolitical developments and other macroeconomic factors such as rising interest rates, inflation and the impact of earlier supply chain disruptions, we are unable to predict the size and duration of the impact on our revenue and our results of operations.
As a result of the current uncertainty in economic activity, including geopolitical developments and other macroeconomic factors such as rising interest rates and inflation, we are unable to predict the size and duration of the impact on our revenue and our results of operations . Our Competition Our industry is highly competitive and fragmented.
Operating seamlessly across major advertising networks and advertising category verticals to acquire end-users, RAMP allows us to monetize these acquired users through our relationships with third party advertisers and advertising networks ("Advertising Partners").
Our marketing platform allows us to operate seamlessly across major advertising networks and advertising category verticals to acquire and monetize end-users through our relationships with third party advertisers and advertising networks ("Advertising Partners").
Copies of our Code of Ethics and Conduct Policy, Corporate Governance Guidelines and the charters for the Audit, Compensation, and Nominating and Corporate Governance Committees of our Board are also available on the “Governance - Governance Documents” subpage of the “Investors” section of our website. 15
Copies of our Code of Ethics and Conduct Policy, Corporate Governance Guidelines and the charters for the Audit, Compensation, 10 and Nominating and Corporate Governance Committees of our Board are also available on the "Governance - Governance Documents" subpage of the "Investors" section of our website. 11
Following the corporate reorganization, (a) System1 Holdings now owns 100% of S1 Holdco, the previous intermediate holding company with the non-controlling interests, and 100% of S1 Media, LLC (“S1 Media”), another new subsidiary formed in connection with the corporate reorganization, (b) S1 Media holds the assets and business operations associated with our owned and operated products businesses, which include NextGen Shopping, Inc.
Following the corporate reorganization, (a) System1 Holdings now owns 100% of S1 Holdco, LLC ("S1 Holdco"), the previous intermediate holding company with the non-controlling interests, and 100% of S1 Media, LLC (“S1 Media”), another new subsidiary formed in connection with the corporate reorganization, (b) S1 Media holds the assets and business operations associated with our Products businesses, which include CouponFollow, Startpage and MapQuest, and our acquisition marketing platform and (c) S1 Holdco holds our assets related to our Marketing businesses.
We have designed and built RAMP to specifically address this constantly evolving landscape.
We have designed and built a marketing platform to specifically address this constantly evolving landscape.
The intense competition we face, in addition to general and economic business conditions, can put pressure on us to change our prices. If our competitors offer deep discounts on certain solutions or provide offerings, we may need to lower margins to compete successfully. Any such changes may reduce revenue and margins and could adversely affect our financial results.
The intense competition we face, in addition to general and economic business conditions, can put pressure on us to change our prices. If our competitors offer deep discounts on certain solutions or provide offerings, we may need to lower pricing to compete successfully.
Since launching, we have expanded to monetizing traffic we acquire directly from various marketing channels, expanding to support additional advertising formats across multiple advertising platforms, and have acquired several leading websites, enabling us to control user acquisition and experience, and monetize user traffic on our behalf via our network of owned and operated websites.
We monetize user traffic we acquire directly from various marketing channels across multiple advertising platforms, and have acquired several leading websites, enabling us to control user acquisition and experience, and monetize user traffic on our behalf via our network of products.
RAMP’s predictive power is continually informed, optimized and enhanced by the following: Owned and Operated Websites —We own and operate a diversified portfolio of websites where we are able to effectively acquire user traffic across channels and then present relevant offers or advertisements to the audience.
The platform's effectiveness at customer acquisition and monetization is continually informed, optimized and enhanced by the following: Products —We own and operate a diversified portfolio of websites where we are able to effectively acquire user traffic across channels and then present relevant offers or advertisements to the audience.
We seek fairness in total compensation with reference to external comparisons, internal comparisons and the relationship between management and non-management compensation. In addition to salaries, we provide competitive compensation programs commensurate with our industry peers.
Compensation and Benefits We provide compensation and benefits programs to help meet the needs of our employees and reward their efforts and contributions. We seek fairness in total compensation with reference to external comparisons, internal comparisons and the relationship between management and non-management compensation. In addition to salaries, we provide competitive compensation programs commensurate with our industry peers.
Today, we own and operate approximately 40 websites, including leading search engines like info.com and Startpage.com , and digital media publishing websites and internet utilities such as HowStuffWorks , MapQuest , CouponFollow and ActiveBeat . Our primary operations are in the United States, and we also have operations in Canada and the Netherlands.
Today, we own and operate approximately 40 websites, including leading search engines like Startpage.com and info.com , and digital media publishing websites and internet utilities such as, CouponFollow, MapQuest , HowStuffWorks and ActiveBeat.
Spending on global digital advertising has grown rapidly, reaching an estimated $668 billion in 2024, and is projected to grow to an estimated $871 billion in 2027.
Spending on global digital advertising has grown rapidly, reaching an estimated $650 billion in 2025, and is projected to grow to an estimated $1 trillion in 2030.
We encourage everyone to create individual development plans leveraging competency frameworks tied into their chosen career path, outlining a specific plan and actions to increase proficiency or learn new skills.
We encourage everyone to create individual development plans leveraging competency frameworks tied into their chosen career path, outlining a specific plan and actions to increase proficiency or learn new skills. We seek to provide a wide range of learning and development opportunities in both individual and group settings with formal, social and experiential learning.
("CouponFollow"), Startpage and Mapquest, and (c) S1 Holdco holds our remaining assets and business operations associated with our digital advertising businesses, including our proprietary RAMP platform. S1 Holdco and its subsidiaries remain obligors and guarantors under our Term Loan and 2022 Revolving Facility, and System1 Holdings and S1 Media are not parties thereto.
System1 Holdings holds our remaining assets and business operations. S1 Holdco and its subsidiaries remain obligors and guarantors under our Term Loan and Revolving Facility, and System1 Holdings and S1 Media are not parties thereto.
We work to foster an environment where talented individuals and teams can thrive in fulfilling careers. To set our global team up for success, we define key core competencies for roles that are aligned to our values and extend to all levels of leadership regardless of experience and role.
To set our team up for success, we define key core competencies for roles that are aligned to our values and extend to all levels of leadership regardless of experience and role.
To achieve this goal, we intend to continue to grow our business by pursuing the following growth strategies: Grow Existing Business Lines .
To achieve this goal, we intend to continue to grow our business by pursuing the following growth strategies: Grow Existing Business Lines . We plan to continue to expand and grow our existing Products, led by our flagship brands CouponFollow , MapQuest and Startpage.com .
Our Industry Today, brands and advertisers seeking to effectively reach their target consumers or target audience are confronted by significant operational and systemic challenges. Legacy mediums, including print, television and radio, represent a smaller and shrinking portion of total media consumption than they have historically, as digital media formats, in particular those best served by mobile devices, have proliferated.
Legacy mediums, including print, television and radio, represent a smaller and shrinking portion of total media consumption than they have historically, as digital media formats, in particular those best served by mobile devices, have proliferated.
Monetizing User Traffic for Our Network Partners —We also monetize user traffic on behalf of our more than 300 Network Partners, which include Yahoo!, WebMD and Publisher’s Clearing House. These Network Partners direct their acquired traffic through RAMP in exchange for a share of advertising revenue generated through the platform.
Monetizing User Traffic for Our Network Partners —We also monetize user traffic on behalf of our Network Partners. These Network Partners direct their acquired traffic through our platform in exchange for a share of advertising revenue generated through the platform. Our Proprietary Assets At the core of our business is our proprietary omnichannel and omnivertical acquisition platform.
We plan to expand the number of advertising partners that are utilizing or integrated with RAMP by continuing to attract and monetize users with commercial intent through our owned and operated web properties in high value vertical consumer categories. We will also continue to monetize users on behalf of our Network Partners. Continue Executing Strategic Acquisitions .
This in turn will enable us to continue to attract and monetize users with commercial intent through our owned and operated web properties in high value vertical consumer categories. We will also continue to monetize users on behalf of our Network Partners. Expand New Business Lines.
Talent Development Despite our rapid growth, we still cherish our roots as a startup and our company culture of ownership. We empower employees to develop their skills and abilities by acting on great ideas regardless of their role or function, which translates into personal investment in building our organization.
We empower employees to develop their skills and abilities by acting on great ideas regardless of their role or function, which translates into personal investment in building our organization. We work to foster an environment where talented individuals and teams can thrive in fulfilling careers.
RAMP operates across our network of owned and operated websites, allowing us to monetize user traffic that we source from various acquisition marketing channels, including Google, Meta, Outbrain, and TikTok.
Our platform is omnichannel and omnivertical, delivering high-intent customers to our advertising partners to maximize their reach and effectiveness. Our platform operates across our network of flagship owned and operated websites ("Products"), allowing us to monetize user traffic that we source from various acquisition marketing channels.
For example, MapQuest is a web-based navigation service that delivers turn-by-turn direction guidance to users. Info.com is a metasearch engine that consumers can use to search for relevant information.
For example, MapQuest is a web-based navigation service that delivers turn-by-turn direction guidance to users. Startpage is the world’s most private search engine, allowing our users to browse and search the Internet in complete privacy.
Item 1. Business. Overview Throughout this report, the "Company," "System1," "we," "us," "our" and other similar terms refer to System1, Inc. and its subsidiaries. We operate an omnichannel customer acquisition platform, delivering high-intent customers to brands, advertisers and publishers . We provide our omnichannel customer acquisition platform services through our proprietary responsive acquisition marketing platform ("RAMP").
Item 1. Business. Overview Throughout this report, the "Company," "System1," "we," "us," "our" and other similar terms refer to System1, Inc. and its subsidiaries. We operate several flagship brands across multiple consumer verticals, including shopping, travel and search, and a best-in-class customer acquisition and marketing platform powered by Artificial Intelligence ("AI") and machine learning.
RAMP also allows third party advertising platforms and publishers ("Network Partners") to send user traffic to, and monetize user traffic on, our owned and operated websites or through our monetization agreements. Through RAMP, we process daily advertising campaign optimizations and ingest over 12 billion rows of data daily across approximately 40 advertising vertical categories as of December 31, 2024.
The platform also allows third party advertising platforms and publishers ("Network Partners") to send user traffic to, and monetize user traffic on, our Products or through our monetization agreements.
Removed
We are able to efficiently monetize user intent by linking data on consumer engagement, such as first party search data like traffic sources, device type and search queries, with data on monetization rates and advertising spend.
Added
Going Concern We have experienced declining cash flows and financial performance primarily as a result of reductions in Advertising Partner and overall consumer demand for our marketing services. As of December 31, 2025, we had unrestricted cash and cash equivalents of $86.9 million, total net working capital, which we define as current assets less current liabilities, of $3.0 million.
Removed
This context-enriched data, combined with our proprietary and data science driven algorithms, creates a closed-loop system that is not reliant on personally identifiable information or information obtained through third-party cookies, but which allows RAMP to efficiently match consumer demand with the appropriate advertiser or advertising experience across advertising category verticals.
Added
We had an aggregate principal amount outstanding of $50.0 million under our revolving facility with a maturity date of January 27, 2027, and $260.1 million of term debt outstanding on our term loan which matures in July 2027.
Removed
Our Company started with a focus on monetizing user traffic acquired by our Network Partners.
Added
Management determined, as a result of this evaluation, that our current cash and cash equivalents, net working capital position, and the upcoming maturity date of our revolving facility raise substantial doubt about our ability to continue as a going concern for the twelve-month period following the date of this filing. See "Liquidity, and Capital Resources" in Part II, "Item 7.
Removed
The Trebia Merger On June 28, 2021, we entered into a Business Combination Agreement (as amended on November 30, 2021, January 10, 2022 and January 25, 2022), ("Business Combination Agreement") by and among us, S1 Holdco, LLC ("S1 Holdco") and Total Security Limited, formerly known as Protected.net Group Limited ("Protected") .
Added
Management’s Discussion and Analysis of Financial Condition and Results of Operations", below for a further discussion of our liquidity and the conditions that raise substantial doubt regarding our ability to continue as a going concern. 1 Our Industry Today, brands and advertisers seeking to effectively reach their target consumers or target audience are confronted by significant operational and systemic challenges.
Removed
On January 26, 2022 ("Closing Date"), we consummated the business combination ("Merger") pursuant to the Business 4 Combination Agreement. Following the consummation of the Merger, the combined company was organized via an "Up-C" structure, in which substantially all of the assets and business operations of System1 are held by S1 Holdco.
Added
For our marketing business, we plan to continue to expand the number of marketing partners into which our platform is integrated, while also expanding the number of network and advertising partners integrated with our platform.
Removed
Following the Merger, Trebia’s ordinary shares and Public Warrants ceased trading on the New York Stock Exchange ("NYSE"), and System1, Inc.'s Class A common stock, $0.0001 par value per share ("Class A common stock") and the Public Warrants ("Warrants") began trading on the NYSE on January 28, 2022 under the symbols "SST" and "SST.WS," respectively.
Added
As the digital marketplace continues to evolve and change, we will use our proprietary competitive advantages, both technical and operationally, to expand and develop into new products and services, including, but not limited to, AI-enabled services. Our websites cover a diverse range of consumer demand and traffic.
Removed
Sale of Protected On September 6, 2023, we announced that we had received a non-binding indication of intent from Just Develop It Limited ("JDI"), one of our significant shareholders, which is principally owned and managed by certain members of the Protected management team, related to the potential acquisition of Protected, which operated our subscription business.
Added
Regionally, North America and the rest of the world make up approximately 99% and 1% of our workforce, respectively. Talent Development Despite our rapid growth, we still cherish our roots as a startup and our company culture of ownership.
Removed
Subsequently, on November 30, 2023, we completed the sale of Protected, pursuant to the terms of a share purchase agreement ("Share Purchase Agreement").
Added
We expect our revenue to continue to fluctuate based on seasonal factors that affect the industry as a whole. Geographic Scope of Our Operations Our primary operations are in the United States, and we also have operations in Canada and the Netherlands.
Removed
Pursuant to the Share Purchase Agreement, the purchasing parties acquired all of the outstanding preference and ordinary shares of Protected ("Protected Disposition") for total consideration comprised of: (a) $240.0 million in cash, subject to certain adjustments, (b) the return and subsequent cancellation of approximately 29.1 million shares of our Class A common stock, par value $0.0001 per share, owned by JDI and other entities and individuals affiliated with the purchasing parties and (c) confirmation from JDI, Protected and the Protected CEO that the financial performance benchmarks related to certain contingent earnout payments based on the future performance of Protected’s business in an aggregate amount of up to $60.0 million included in the Business Combination Agreement, will, as a result of the Protected Disposition, no longer be achievable.
Removed
See Part II, Item 8 "Financial Statements and supplementary data — Note 17, Discontinued Operations" of our consolidated financial statements included in this Annual Report on Form 10-K for additional information.
Removed
In 2024, we processed over 7.7 billion Network Partner sessions. 7 Our Proprietary Assets At the core of our business is our proprietary Responsive Acquisition Marketing Platform, or RAMP.
Removed
This valuable first party data is used by RAMP to optimize specific consumer audiences based on millions of precedent interactions, and allows us to provide our clients with deeper insights into consumer habits as they continue to interact with our owned and operated websites.
Removed
Marketing Partner Integrations —RAMP is seamlessly integrated with leading acquisition marketing channels, such as Google, Meta, Outbrain, and TikTok. This technical integration allows us to continuously optimize our advertising campaigns and bids on a real-time basis, where RAMP processes over 4 million campaign optimizations per day.
Removed
We believe that we operate in a target-rich environment for strategic acquisitions that will enhance RAMP and add to our portfolio of owned and operated websites and web-utility offerings.
Removed
By continuing to execute on our successful track-record of identifying, evaluating, executing and integrating M&A targets, we believe that we will be able to continue integrating new acquisitions into our overall business strategy to enhance RAMP and expand the diversity and scope of our owned and operated properties. Our websites cover a diverse range of consumer demand and traffic.
Removed
HowStuffWorks is a commercial website focused on helping people solve problems in their daily lives by using various types of digital media to easily breakdown and explain complex concepts, topics, terminology and mechanisms. Startpage is the world’s most private search engine, allowing our users to browse and search the Internet in complete privacy.

… 6 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

111 edited+43 added−40 removed311 unchanged
Biggest changeWe do not provide or control the content of the advertisements that are displayed by content providers we work with, including those provided by Google or Microsoft. Advertisers and inventory suppliers are concerned about being associated with content they consider inappropriate, competitive or inconsistent with their brands, or illegal and they are hesitant to spend money without guaranteed brand security.
Biggest changeAdvertisers and inventory suppliers are concerned about being associated with content they consider inappropriate, competitive or inconsistent with their brands, or illegal and they are hesitant to spend money without guaranteed brand security. Consequently, our reputation depends in part on providing services that advertisers and inventory suppliers trust, and we have contractual obligations to meet content and inventory standards.
To the extent we are unable to effectively engage with non-U.S. advertising agencies or companies or international divisions of U.S. agencies or companies due to our limited sales force capacity, or we are unable to secure quality non-U.S. ad inventory and data on reasonable terms due to our limited inventory and data team capacity, we may be unable to effectively grow in international markets. • Our international operations subject us to a variety of additional risks, including: • increased management, travel, infrastructure and legal compliance costs associated with having multiple international operations; • long payment cycles; • potential complications enforcing contracts and collections; • increased financial accounting and reporting burdens and complexities; • concerns regarding negative, unstable or changing economic conditions in the countries and regions where we operate; • increased administrative costs and risks associated with compliance with local laws and regulations, including relating to privacy and data security; • regulatory and legal compliance, including with privacy and cybersecurity laws, anti-bribery laws, import and export control laws, economic sanctions and other regulatory limitations or obligations on our operations; • heightened risks of unfair or corrupt business practices and of improper or fraudulent sales arrangements; • difficulties in invoicing and collecting in foreign currencies; • foreign currency exposure risk; • difficulties in repatriating or transferring funds from or converting currencies; • administrative difficulties, costs and expenses related to various local languages, cultures and political nuances; • varied labor and employment laws, including those relating to termination of employees; • reduced protection for intellectual property rights in some countries and practical difficulties of enforcing rights abroad; and • compliance with the laws of numerous foreign taxing jurisdictions, including withholding obligations, and overlapping of different tax regimes.
To the extent we are unable to effectively engage with non-U.S. advertising agencies or companies or international divisions of U.S. agencies or companies due to our limited sales force capacity, or we are unable to secure quality non-U.S. ad inventory and data on reasonable terms due to our limited inventory and data team capacity, we may be unable to effectively grow in international markets. • Our international operations subject us to a variety of additional risks, including: • increased management, travel, infrastructure and legal compliance costs associated with having multiple international operations; • long payment cycles; 25 • potential complications enforcing contracts and collections; • increased financial accounting and reporting burdens and complexities; • concerns regarding negative, unstable or changing economic conditions in the countries and regions where we operate; • increased administrative costs and risks associated with compliance with local laws and regulations, including relating to privacy and data security; • regulatory and legal compliance, including with privacy and cybersecurity laws, anti-bribery laws, import and export control laws, economic sanctions and other regulatory limitations or obligations on our operations; • heightened risks of unfair or corrupt business practices and of improper or fraudulent sales arrangements; • difficulties in invoicing and collecting in foreign currencies; • foreign currency exposure risk; • difficulties in repatriating or transferring funds from or converting currencies; • administrative difficulties, costs and expenses related to various local languages, cultures and political nuances; • varied labor and employment laws, including those relating to termination of employees; • reduced protection for intellectual property rights in some countries and practical difficulties of enforcing rights abroad; and • compliance with the laws of numerous foreign taxing jurisdictions, including withholding obligations, and overlapping of different tax regimes.
You may not be able to resell your shares at an attractive price due to a number of factors such as those listed in this section and the following: • our operating and financial performance and prospects; • our quarterly or annual earnings or those of other companies in our industry compared to market expectations; • conditions that impact demand for our products; • future announcements concerning our business, our customers’ businesses or our competitors’ businesses; 44 • the public’s reaction to our press releases, other public announcements and filings with the SEC; • the size of our public float; • coverage by or changes in financial estimates by securities analysts or failure to meet their expectations; • market and industry perception of our success, or lack thereof, in pursuing our growth strategy; • strategic actions by us or our competitors, such as acquisitions or restructurings; • changes in laws or regulations that adversely affect our industry or us; • changes in accounting standards, policies, guidance, interpretations or principles; • changes in senior management or key personnel; • issuances, exchanges, sales, repurchases or expected issuances, of our capital stock; • changes in our dividend policy; • failure to adhere to NYSE stock exchange listing standards; • adverse resolution of new or pending litigation against us; and • changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.
You may not be able to resell your shares at an attractive price due to a number of factors such as those listed in this section and the following: • our operating and financial performance and prospects; • our quarterly or annual earnings or those of other companies in our industry compared to market expectations; • conditions that impact demand for our products; • future announcements concerning our business, our customers’ businesses or our competitors’ businesses; • the public’s reaction to our press releases, other public announcements and filings with the SEC; • the size of our public float; • coverage by or changes in financial estimates by securities analysts or failure to meet their expectations; • market and industry perception of our success, or lack thereof, in pursuing our growth strategy; • strategic actions by us or our competitors, such as acquisitions or restructurings; • changes in laws or regulations that adversely affect our industry or us; • changes in accounting standards, policies, guidance, interpretations or principles; • changes in senior management or key personnel; • issuances, exchanges, sales, repurchases or expected issuances, of our capital stock; • changes in our dividend policy; • failure to adhere to NYSE stock exchange listing standards; • adverse resolution of new or pending litigation against us; and 41 • changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.
Even if we identify an appropriate acquisition candidate, we may not be successful in negotiating the terms or obtaining the financing for the acquisition, and our due diligence may fail to 29 identify all of the problems, risks, liabilities or other shortcomings or challenges of an acquired business, product or technology, including issues related to intellectual property, product quality or technology infrastructure and architecture, regulatory compliance practices, revenue recognition or other accounting practices or employee or client issues, and other issues including, but not limited to, the following: • regulatory requirements or delays; • anticipated benefits and synergies may not materialize; • diversion of management time and focus from operating our business to addressing acquisition integration challenges; • retention of key employees from the acquired company; • cultural challenges associated with integrating employees from the acquired company into our organization; • integration of the acquired company’s products and technology; • integration of the acquired company’s accounting, management information, human resources and other administrative systems; • the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked effective controls, procedures and policies; • coordination of product development and sales and marketing functions; • liability for activities of the acquired company before the acquisition, including relating to privacy and data security, patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; and • litigation or other claims in connection with the acquired company, including claims from terminated employees, users, former stockholders or other third parties.
Even if we identify an appropriate acquisition candidate, we may not be successful in negotiating the terms or obtaining the financing for the acquisition, and our due diligence may fail to identify all of the problems, risks, liabilities or other shortcomings or challenges of an acquired business, product or technology, including issues related to intellectual property, product quality or technology infrastructure and architecture, regulatory compliance practices, revenue recognition or other accounting practices or employee or client issues, and other issues including, but not limited to, the following: • regulatory requirements or delays; • anticipated benefits and synergies may not materialize; • diversion of management time and focus from operating our business to addressing acquisition integration challenges; • retention of key employees from the acquired company; • cultural challenges associated with integrating employees from the acquired company into our organization; 26 • integration of the acquired company’s products and technology; • integration of the acquired company’s accounting, management information, human resources and other administrative systems; • the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked effective controls, procedures and policies; • coordination of product development and sales and marketing functions; • liability for activities of the acquired company before the acquisition, including relating to privacy and data security, patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; and • litigation or other claims in connection with the acquired company, including claims from terminated employees, users, former stockholders or other third parties.
We have encountered and will continue to encounter risks and challenges frequently experienced by growing companies in rapidly developing industries, including risks related to our ability to: • build and maintain a reputation for providing a superior platform for monetizing consumer intent, and for creating trust and maintaining long-term relationships with consumers and platform customers; • drive consumers with relevant commercial intent to our owned and operated websites and to websites operated by our advertisers; • maintain and expand our relationships with suppliers of quality advertising inventory; • distinguish ourselves from competitors; • develop, offer, maintain and continually improve a competitive customer acquisition marketing platform that meets the evolving needs of our consumers and platform customers; • scale our business efficiently to keep pace with demand for services such as RAMP and other digital media and advertising technology offerings; • create new revenue opportunities through acquiring new businesses and successfully integrate and meaningfully grow those businesses; • respond to evolving industry standards and the enactment of government regulations that impact our business, particularly in the areas of data collection and consumer privacy; • prevent or mitigate failures or breaches of data security and our technology infrastructure • expand our businesses internationally; and • hire and retain qualified and motivated employees.
We have encountered and will continue to encounter risks and challenges frequently experienced by growing companies in rapidly developing industries, including risks related to our ability to: • build and maintain a reputation for providing a superior platform for monetizing consumer intent, and for creating trust and maintaining long-term relationships with consumers and platform customers; • drive consumers with relevant commercial intent to our owned and operated websites and to websites operated by our advertisers; • maintain and expand our relationships with suppliers of quality advertising inventory; • distinguish ourselves from competitors; • develop, offer, maintain and continually improve a competitive customer acquisition platform that meets the evolving needs of our consumers and platform customers; • scale our business efficiently to keep pace with demand for services such as our platform and other digital media and advertising technology offerings; • create new revenue opportunities through acquiring new businesses and successfully integrate and meaningfully grow those businesses; • respond to evolving industry standards and the enactment of government regulations that impact our business, particularly in the areas of data collection and consumer privacy; • prevent or mitigate failures or breaches of data security and our technology infrastructure • expand our businesses internationally; and • hire and retain qualified and motivated employees.
Our ability to attract and retain advertisers, and to generate advertising revenue from them, depends on a number of factors, including: • the ability of our advertisers to earn an attractive return on investment from their spending with us; • our ability to increase the number of consumers using our websites; • our ability to increase return on investment for advertisers that place advertisements on our platform; 22 • our ability to provide a seamless, user-friendly advertising platform for our advertisers; • our ability to compete effectively with other media for advertising spending; and • our ability to keep pace with changes in technology and the practices and offerings of our competitors.
Our ability to attract and retain advertisers, and to generate advertising revenue from them, depends on a number of factors, including: • the ability of our advertisers to earn an attractive return on investment from their spending with us; • our ability to increase the number of consumers using our websites; • our ability to increase return on investment for advertisers that place advertisements on our platform; • our ability to provide a seamless, user-friendly advertising platform for our advertisers; • our ability to compete effectively with other media for advertising spending; and • our ability to keep pace with changes in technology and the practices and offerings of our competitors.
For example, in November 2023, EU legislators reached a political agreement regarding a regulation to increase transparency in political advertising – under the proposed rules, political adverts will need to be clearly labelled as such and must indicate the election, referendum or regulatory 35 process to which they relate, the identity of the person who paid for them and how much they paid, and whether such advertisements have been targeted.
For example, in November 2023, EU legislators reached a political agreement regarding a regulation to increase transparency in political advertising – under the proposed rules, political adverts will need to be clearly labelled as such and must indicate the election, referendum or regulatory process to which they relate, the identity of the person who paid for them and how much they paid, and whether such advertisements have been targeted.
If we are alleged to have failed to comply with applicable laws and regulations, we may be subject to investigations, criminal penalties or civil remedies, including fines, injunctions, loss of an operating license or 33 approval, increased scrutiny or oversight by regulatory authorities, the suspension of individual employees, limitations on engaging in a particular business or redress to customers.
If we are alleged to have failed to comply with applicable laws and regulations, we may be subject to investigations, criminal penalties or civil remedies, including fines, injunctions, loss of an operating license or approval, increased scrutiny or oversight by regulatory authorities, the suspension of individual employees, limitations on engaging in a particular business or redress to customers.
We anticipate continued growth would require substantial financial and other resources to, among other things: • develop our existing websites, invest in RAMP and our other software products, including by investing in our engineering team, creating, acquiring or licensing new products or features, and improving the availability and security of our platform and product offerings; • create new products and services to meet consumer and partner demands; • continue to expand internationally by and spend through RAMP by adding inventory and data from countries our clients are seeking; • improve our technology infrastructure, including investing in internal technology development and acquiring or licensing outside technologies; • cover general and administrative expenses, including legal, accounting, tax and other third party expenses necessary to support a larger organization; • cover sales and marketing expenses, including a significant expansion of our direct sales organization; 23 • cover expenses related to data collection and consumer privacy compliance, including additional infrastructure, automation and personnel; and • explore strategic acquisitions.
We anticipate continued growth would require substantial financial and other resources to, among other things: • develop our existing websites, invest in our technology platform and our other software products, including by investing in our engineering team, creating, acquiring or licensing new products or features, and improving the availability and security of our platform and product offerings; • create new products and services to meet consumer and partner demands; • continue to expand internationally by and spend through our platform by adding inventory and data from countries our clients are seeking; • improve our technology infrastructure, including investing in internal technology development and acquiring or licensing outside technologies; • cover general and administrative expenses, including legal, accounting, tax and other third party expenses necessary to support a larger organization; • cover sales and marketing expenses, including a significant expansion of our direct sales organization; • cover expenses related to data collection and consumer privacy compliance, including additional infrastructure, automation and personnel; and • explore strategic acquisitions.
Operational and performance issues with our platform could include the failure of our user interface, outages, errors during upgrades or patches, discrepancies in costs billed versus costs paid, unanticipated volume overwhelming our databases, server failure, or catastrophic events affecting one or more server farms. While we have built redundancies in our systems, full redundancies do not exist.
Operational and performance issues with our platform could include the failure of our user interface, outages, errors 18 during upgrades or patches, discrepancies in costs billed versus costs paid, unanticipated volume overwhelming our databases, server failure, or catastrophic events affecting one or more server farms. While we have built redundancies in our systems, full redundancies do not exist.
If our advertisers do not perceive our metrics to be accurate, or if we discover material inaccuracies in our metrics, it could adversely affect our online marketing efforts and business. We have entered into, and may in the future enter into, credit facilities which contain operating and financial covenants that restrict our business and financing activities.
If our advertisers do not perceive our metrics to be 15 accurate, or if we discover material inaccuracies in our metrics, it could adversely affect our online marketing efforts and business. We have entered into, and may in the future enter into, credit facilities which contain operating and financial covenants that restrict our business and financing activities.
If we do not achieve the benefits anticipated from these investments, or if the achievement of these benefits is delayed, our operating results may be adversely affected. Additionally, we must continually address the challenges of dynamic and accelerating market trends and competitive developments. Customers may require features and capabilities that our current solutions do not have.
If we do not achieve the benefits 19 anticipated from these investments, or if the achievement of these benefits is delayed, our operating results may be adversely affected. Additionally, we must continually address the challenges of dynamic and accelerating market trends and competitive developments. Customers may require features and capabilities that our current solutions do not have.
Such cyber and ransomware attacks could include denial-of-service attacks impacting service availability (including the 27 ability to deliver ads) and reliability, social engineering/phishing or the introduction of computer viruses or malware (including ransomware) into our IT Systems with a view to steal confidential or proprietary data or personal information.
Such cyber and ransomware attacks could include denial-of-service attacks impacting service availability (including the ability to deliver ads) and reliability, social engineering/phishing or the introduction of computer viruses or malware (including ransomware) into our IT Systems with a view to steal confidential or proprietary data or personal information.
We currently have account management, inventory, and other personnel in countries within North America, Europe and Asia, and we anticipate expanding our international operations in the future. Some of the countries into 28 which we are, or potentially may, expand score unfavorably on the Corruption Perceptions Index, or CPI, of Transparency International.
We currently have account management, inventory, and other personnel in countries within North America, Europe and Asia, and we anticipate expanding our international operations in the future. Some of the countries into which we are, or potentially may, expand score unfavorably on the Corruption Perceptions Index, or CPI, of Transparency International.
If competitors introduce new products and services using new technologies or if new industry standards and practices emerge, our existing proprietary technology and systems may become obsolete. RAMP is complex and multifaceted, and operational and performance issues could arise both from the platform itself and from outside factors.
If competitors introduce new products and services using new technologies or if new industry standards and practices emerge, our existing proprietary technology and systems may become obsolete. • Our platform is complex and multifaceted, and operational and performance issues could arise both from the platform itself and from outside factors.
Moreover, we could be adversely impacted by outages and disruptions in the online platforms of our inventory and data suppliers, such as real-time advertising exchanges, which may harm our reputation and negatively impact our business, financial condition and results of operations.
Moreover, we could be adversely impacted by outages and disruptions in the online platforms of our inventory and data suppliers, such as real-time 24 advertising exchanges, which may harm our reputation and negatively impact our business, financial condition and results of operations.
To the extent that our Network Partners, the applications we make available through the leading app marketplaces and the social media platforms upon which we rely for users and certain related first party data limit or 38 increasingly limit, eliminate or otherwise impair our ability to access, collect, process and/or use data about or derived from our users or subscribers, including certain user-profile elements such as IP address, device or browser type, operating system or search query information, our business, financial condition and results of operations could be adversely affected.
To the extent that our Network Partners, the applications we make available through the leading app marketplaces and the social media platforms upon which we rely for users and certain related first party data limit or increasingly limit, eliminate or otherwise impair our ability to access, collect, process and/or use data about or 35 derived from our users or subscribers, including certain user-profile elements such as IP address, device or browser type, operating system or search query information, our business, financial condition and results of operations could be adversely affected.
These changes could affect: • the liability of online service providers for actions by customers, including fraud, illegal content, spam, phishing, libel and defamation, hate speech, infringement of third-party intellectual property and other abusive conduct; • other claims based on the nature and content of Internet materials • user data privacy and security issues; • consumer protection risks; • digital marketing aspects; • characteristics and quality of services; • our ability to automatically renew the premium subscriptions of our users; • cross-border e-commerce issues; and • ease of access by our users to our product offerings, including RAMP.
These changes could affect: • the liability of online service providers for actions by customers, including fraud, illegal content, spam, phishing, libel and defamation, hate speech, infringement of third-party intellectual property and other abusive conduct; • other claims based on the nature and content of Internet materials • user data privacy and security issues; • consumer protection risks; • digital marketing aspects; • characteristics and quality of services; • our ability to automatically renew the premium subscriptions of our users; • cross-border e-commerce issues; and • ease of access by our users to our product offerings, including our platform.
Our business relies on the first party data provided to us by consumers and advertisers through using websites and RAMP. The large amount of information we use in operating our websites and RAMP is critical to the web platform experience we provide for consumers.
Our business relies on the first party data provided to us by consumers and advertisers through using websites and our platform. The large amount of information we use in operating our websites and our platform is critical to the web platform experience we provide for consumers.
With respect to search results in particular, even when search engines announce the details of their methodologies, their parameters may change from time to time, be poorly defined or be inconsistently interpreted. 19 Our marketing efforts may not be successful.
With respect to search results in particular, even when search engines announce the details of their methodologies, their parameters may change from time to time, be poorly defined or be inconsistently interpreted. Our marketing efforts may not be successful.
In addition, in 20 the absence of sufficient cash flows from operations, we might be unable to meet our obligations under our credit facility, and we may therefore be at risk of default thereunder.
In addition, in the absence of sufficient cash flows from operations, we might be unable to meet our obligations under our credit facility, and we may therefore be at risk of default thereunder.
Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to 43 pay dividends to the holders of our common stock.
Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock.
The legal and regulatory environment pertaining to the Internet, however, is uncertain and may change. 32 New laws may be passed, courts may issue decisions affecting the Internet, existing but previously inapplicable or unenforced laws may be deemed to apply to the Internet or regulatory agencies may begin to rigorously enforce such formerly unenforced laws, or existing legal safe harbors may be narrowed, both by U.S. federal or state governments and by governments of foreign jurisdictions.
The legal and regulatory environment pertaining to the Internet, however, is uncertain and may change. 29 New laws may be passed, courts may issue decisions affecting the Internet, existing but previously inapplicable or unenforced laws may be deemed to apply to the Internet or regulatory agencies may begin to rigorously enforce such formerly unenforced laws, or existing legal safe harbors may be narrowed, both by U.S. federal or state governments and by governments of foreign jurisdictions.
Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion.
Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the 40 number of equity securities issuable upon conversion.
Accordingly, we may amend the terms of the Warrants in a manner adverse to a holder of Warrants if holders of at least 65% of the then outstanding Warrants approve of such amendment.
Accordingly, we may amend the terms of the Warrants in a manner adverse to a holder of Warrants if holders of at least 65% of the then 43 outstanding Warrants approve of such amendment.
Concerns about political advertising, whether or not valid and whether or not driven by applicable laws and regulations, industry standards, client or inventory provider expectations, or public perception, may harm our reputation, result in loss of goodwill, and inhibit use of RAMP by current and future clients. Changes in data residency and cross-border transfer restrictions also impact our operations.
Concerns about political advertising, whether or not valid and whether or not driven by applicable laws and regulations, industry standards, client or inventory provider expectations, or public perception, may harm our reputation, result in loss of goodwill, and inhibit use of our platform by current and future clients. Changes in data residency and cross-border transfer restrictions also impact our operations.
For example, perception that our practices involve an invasion of 39 privacy, whether or not such practices are consistent with current or future laws, regulations, or industry practices, may subject us to public criticism, private class actions, reputational harm, or claims by regulators, which could disrupt our business and expose us to increased liability.
For example, perception that our practices involve an invasion of privacy, whether or not such practices are consistent with current or future laws, regulations, or industry 36 practices, may subject us to public criticism, private class actions, reputational harm, or claims by regulators, which could disrupt our business and expose us to increased liability.
Noncompliance with these laws could subject us to investigations, sanctions, settlements, prosecution, other 34 enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with specified persons, the loss of export privileges, reputational harm, adverse media coverage, and other collateral consequences.
Noncompliance with these laws could subject us to investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with specified persons, the loss of export privileges, 31 reputational harm, adverse media coverage, and other collateral consequences.
As laws and regulations, including FTC enforcement, 36 rapidly evolve to govern the use of these communications and marketing platforms, the failure by us, our employees or third parties acting at our direction to abide by applicable laws and regulations could adversely impact our business, financial condition and results of operations or subject us to fines or other penalties.
As laws and regulations, including FTC enforcement, rapidly evolve to govern the use of these communications and marketing platforms, the failure by us, our employees 33 or third parties acting at our direction to abide by applicable laws and regulations could adversely impact our business, financial condition and results of operations or subject us to fines or other penalties.
Concerns about industry practices with regard to the collection, use, and disclosure of personal information, whether or not valid and whether driven by applicable laws and regulations, industry standards, client or inventory provider expectations, or the broader public, may harm our reputation, result in loss of goodwill, and inhibit use of RAMP by current and future clients.
Concerns about industry practices with regard to the collection, use, and disclosure of personal information, whether or not valid and whether driven by applicable laws and regulations, industry standards, client or inventory provider expectations, or the broader public, may harm our reputation, result in loss of goodwill, and inhibit use of our platform by current and future clients.
Additionally, as the advertising industry evolves, and new ways of collecting, combining and using data are created, governments may enact legislation in response to technological advancements and changes that could result in our having to re-design features or functions of RAMP, therefore incurring unexpected compliance costs.
Additionally, as the advertising industry evolves, and new ways of collecting, combining and using data are created, governments may enact legislation in response to technological advancements and changes that could result in our having to re-design features or functions of our platform, therefore incurring unexpected compliance costs.
The cost of compliance and the consequences of non-compliance could have a material adverse effect on our business, results of operations and financial condition.
The cost of compliance and the 30 consequences of non-compliance could have a material adverse effect on our business, results of operations and financial condition.
Though we contractually require clients to generally represent to us that their advertisements comply with our ad standards and our inventory providers’ ad standards and that they have the rights necessary to serve advertisements through RAMP, we do not independently verify whether we are permitted to deliver, or review the content of, such advertisements.
Though we contractually require clients to generally represent to us that their advertisements comply with our ad standards and our inventory providers’ ad standards and that they have the rights necessary to serve advertisements through our platform, we do not independently verify whether we are permitted to deliver, or review the content of, such advertisements.
Historically, our clients have predominantly used our advertising platform to purchase mobile, display and video advertising inventory. We expect that these will continue to be significant channels used by our clients for digital advertising. Should our clients lose confidence in the value or effectiveness of mobile, display and video advertising, the demand for RAMP could decline.
Historically, our clients have predominantly used our advertising platform to purchase mobile, display and video advertising inventory. We expect that these will continue to be significant channels used by our clients for digital advertising. Should our clients lose confidence in the value or effectiveness of mobile, display and video advertising, the demand for our services could decline.
Security breaches could expose us to a risk of loss or exposure of this information, which could result in potential liability, litigation (including class action litigation) and remediation costs, as well as reputational harm, all of which could materially adversely affect our business and 17 financial results.
Security breaches could expose us to a risk of loss or exposure of this information, which could result in potential liability, litigation (including class action litigation) and remediation costs, as well as reputational harm, all of which could materially adversely affect our business and 13 financial results.
If RAMP cannot scale to meet demand, if there are errors in our execution of any of these functions on our platform, or if we experience outages, then our business may be harmed. We may also face material delays in introducing new services, products and enhancements.
If our marketing platform cannot scale to meet demand, if there are errors in our execution of any of these functions on our platform, or if we experience outages, then our business may be harmed. We may also face material delays in introducing new services, products and enhancements.
Our business depends on our intellectual property, the protection of which is crucial to the success of our business. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of RAMP, our websites, and our other software products or obtain and use information that we consider proprietary.
Our business depends on our intellectual property, the protection of which is crucial to the success of our business. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our platform, our websites, and our other software products or obtain and use information that we consider proprietary.
In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of the terms "MapQuest", "info.com", "HowStuffWorks", "Infospace" or any of the other trademarks that we own. 41 We currently operate primarily in the United States.
In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of the terms "MapQuest", "info.com", "HowStuffWorks", "Infospace" or any of the other trademarks that we own. 38 We currently operate primarily in the United States.
If a "Do Not Track," “Do Not Sell," or similar control is adopted by many Internet users or if a “Do Not Track" standard is imposed by state, federal, or foreign legislation (such as the proposed ePrivacy Regulation or CCPA regulations), or is agreed upon by standard setting groups, we may have to change our business practices, our clients may reduce their use of RAMP, and our business, financial condition, and results of operations could be adversely affected.
If a "Do Not Track," "Do Not Sell," or similar control is adopted by many Internet users or if a "Do Not Track" standard is imposed by state, federal, or foreign legislation (such as the proposed ePrivacy Regulation or CCPA regulations), or is agreed upon by standard setting groups, we may have to change our business practices, our clients may reduce their use of our platform, and our business, financial condition, and results of operations could be adversely affected.
We are subject to the terms of our privacy policies and privacy-related obligations to third parties. Although we endeavor to ensure that our public statements are complete, accurate and fully implemented, we may fail to do 18 so, or it may be alleged that we have failed to do so.
We are subject to the terms of our privacy policies and privacy-related obligations to third parties. Although we endeavor to ensure that our public statements are complete, accurate and fully implemented, we may fail to do 14 so, or it may be alleged that we have failed to do so.
If that access is restricted or otherwise subject to unfavorable regulation, blocked or limited by technical changes on end users’ devices and web browsers, or our and our clients’ ability to use data on RAMP is otherwise restricted, our performance may decline and we may lose advertisers and revenue.
If that access is restricted or otherwise subject to unfavorable regulation, blocked or limited by technical changes on end users’ devices and web browsers, or our and our clients’ ability to use data on our platform is otherwise restricted, our performance may decline and we may lose advertisers and revenue.
If we are unable to cost- 16 effectively acquire users or provide value to our advertising partners based on their traffic acquisition costs, they may decline to utilize us to acquire and monetize users, which would harm our revenue and operating results.
If we are unable to cost-effectively acquire users or provide value to our 12 advertising partners based on their traffic acquisition costs, they may decline to utilize us to acquire and monetize users, which would harm our revenue and operating results.
If future operating performance were to fall below current projections or if there are material changes to management’s assumptions, we could be required to recognize additional non-cash charges to operating earnings for other intangible asset impairment, which could be significant.
If future operating performance were to fall below current projections or if there are material changes to management’s assumptions, we could be required to recognize additional non-cash charges to operating earnings for goodwill and other intangible asset impairment, which could be significant.
Privacy and data protection laws to which we are subject may cause us to incur additional or unexpected costs, subject us to enforcement actions for compliance failures, or cause us to change RAMP or our business model, which may have a material adverse effect on our business.
Privacy and data protection laws to which we are subject may cause us to incur additional or unexpected costs, subject us to enforcement actions for compliance failures, or cause us to change offerings or our business model, which may have a material adverse effect on our business.
We have made, and expect to continue to make, significant expenditures for search engine marketing (primarily in the form of developing and maintaining a database of keywords and search terms, for which we purchase advertising primarily through Google and, to a lesser extent, Microsoft and Yahoo!), online display advertising and native advertising in connection with these initiatives, which may not be successful or cost-effective.
We have made, and expect to continue to make, significant expenditures for search engine marketing (primarily in the form of developing and maintaining a database of keywords and search terms, for which we purchase advertising primarily through Google and, to a lesser extent, Microsoft and Yahoo!), social media channels, online display advertising and native advertising in connection with these initiatives, which may not be successful or cost-effective.
We may experience outages and disruptions on RAMP, our websites and other software products if we fail to maintain adequate security and supporting infrastructure as we scale RAMP, websites and other software products, which may harm our reputation and negatively impact our business, financial condition and operating results.
We may experience outages and disruptions on our platform, our websites and other software products if we fail to maintain adequate security and supporting infrastructure as we scale our platform, websites and other software products, which may harm our reputation and negatively impact our business, financial condition and operating results.
Online political advertising laws are rapidly evolving, and in certain jurisdictions have varying transparency and disclosure requirements.
Online political advertising laws are rapidly evolving, and in certain 32 jurisdictions have varying transparency and disclosure requirements.
We currently have "MapQuest", “info.com", "HowStuffWorks", "Infospace", and variants and other marks registered as trademarks or pending registrations in the U.S. and certain foreign countries. We also rely on copyright laws to protect computer programs related to RAMP and our proprietary technologies, although to date we have not registered for statutory copyright protection.
We currently have "MapQuest", “info.com", "HowStuffWorks", "Infospace", and variants and other marks registered as trademarks or pending registrations in the U.S. and certain foreign countries. We also rely on copyright laws to protect computer programs related to our technology platform and our proprietary technologies, although to date we have not registered for statutory copyright protection.
We have the ability to redeem outstanding Warrants at any time after they become exercisable and prior to their expiration, (a) at a price of $0.01 per Warrant, provided that (i) the last reported sales price of the Class A ordinary shares for any twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given (the "Reference Value") equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) and (ii) there is an effective registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in the Warrant Agreement), or (b) provided that the Reference Value equals or exceeds $10.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like).
We have the ability to redeem outstanding Warrants at any time after they become exercisable and prior to their expiration, (a) at a price of $0.1 per Warrant, provided that (i) the last reported sales price of the Class A ordinary shares for any twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given (the "Reference Value") equals or exceeds $180.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) and (ii) there is an effective registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in the Warrant Agreement), or (b) provided that the Reference Value equals or exceeds $100.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like).
A severe or prolonged economic downturn could result in a variety of risks to our business, including diminished liquidity, weakened demand for our software products, RAMP and related products and services or delays in advertiser payments.
A severe or prolonged economic downturn could result in a variety of risks to our business, including diminished liquidity, weakened demand for our software products, our platform and related products and services or delays in advertiser payments.
All of this could impair our or our clients’ ability to collect, use, or disclose information relating to consumers, which could decrease demand for RAMP, increase our costs, and impair our ability to maintain and grow our client base and increase our revenue.
All of this could impair our or our clients’ ability to collect, use, or disclose information relating to consumers, which could decrease demand for our platform, increase our costs, and impair our ability to maintain and grow our client base and increase our revenue.
The lack of uniformity and increasing requirements on transparency and disclosure could adversely impact the inventory made available for political advertising and the demand for such inventory on RAMP, and otherwise increase our operating and compliance costs.
The lack of uniformity and increasing requirements on transparency and disclosure could adversely impact the inventory made available for political advertising and the demand for such inventory on our platform, and otherwise increase our operating and compliance costs.
These laws and other obligations may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of RAMP.
These laws and other obligations may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of our platform.
Redemption of the outstanding Warrants could force you to (i) exercise your Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your Warrants at the then-current market price when you might otherwise wish to hold your Warrants or (iii) accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market value of your Warrants. 48 Item 1B.
Redemption of the outstanding Warrants could force you to (i) exercise your Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your Warrants at the then-current market price when 44 you might otherwise wish to hold your Warrants or (iii) accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market value of your Warrants.
Without such data, our clients may not have sufficient insight into an Internet user’s activity, which may compromise their and our ability to determine which inventory to purchase for a specific campaign and may undermine the effectiveness of RAMP or our ability to improve RAMP and remain competitive.
Without such data, our clients may not have sufficient insight into an Internet user’s activity, which may compromise their and our ability to determine which inventory to purchase for a specific campaign and may undermine the effectiveness of our offerings or our ability to improve our platform and remain competitive.
If we are unable to protect our proprietary rights (including in particular, the proprietary aspects of RAMP) we may find ourselves at a competitive disadvantage to others who have not incurred the same level of expense, time and effort to create and protect their intellectual property. 40 Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.
If we are unable to protect our proprietary rights (including in particular, the proprietary aspects of our platform) we may find ourselves at a competitive disadvantage to others who have not incurred the same level of expense, time and effort to create and protect their intellectual property. 37 Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.
If consumers do not perceive our portfolio websites or our software products offer a better user experience or offer good value for the services, or if advertisers do not perceive RAMP as a more effective platform, our reputation and the strength of our brand may be adversely affected.
If consumers do not perceive our portfolio websites or our software products offer a better user experience or offer good value for the services, or if advertisers do not perceive our service offering as a more effective platform, our reputation and the strength of our brand may be adversely affected.
From time to time, we may receive claims from third parties that RAMP and its underlying technology infringe or violate such third parties’ intellectual property rights. To the extent we gain greater public recognition, we may face a higher risk of being the subject of intellectual property claims.
From time to time, we may receive claims from third parties that our platform and its underlying technology infringe or violate such third parties’ intellectual property rights. To the extent we gain greater public recognition, we may face a higher risk of being the subject of intellectual property claims.
In connection with a previous dispute regarding the use of the "SYSTEM1" trade name, we entered into a Settlement and Co-Existence Agreement regarding our continued use of the "SYSTEM1" trade name in the businesses in which we operate utilizing such trade name. Our success also depends on the continual development of RAMP.
In connection with a previous dispute regarding the use of the "SYSTEM1" trade name, we entered into a Settlement and Co-Existence Agreement regarding our continued use of the "SYSTEM1" trade name in the businesses in which we operate utilizing such trade name. Our success also depends on the continual development of our technology platform.
For example we use machine learning algorithms and automated decision making technologies in RAMP to generate ads and identify target customer bases for our clients.
For example we use machine learning algorithms and automated decision making technologies in our platform to generate ads and identify target customer bases for our clients.
You may only be able to exercise the Warrants on a "cashless basis" under certain circumstances, and if you do so, you will receive fewer shares of common stock from such exercise than if you were to exercise such Warrants for cash.
You may only be able to exercise the Warrants (as defined below) on a "cashless basis" under certain circumstances, and if you do so, you will receive fewer shares of common stock from such exercise than if you were to exercise such Warrants for cash.
As our costs increase, we may not be able to generate sufficient revenue to sustain profitability. We have expended significant resources to grow our business in recent years by investing in the scope and breadth of RAMP, spending to acquire or develop software products and websites, growing our number of employees and expanding internationally.
As our costs increase, we may not be able to generate sufficient revenue to sustain profitability. We have expended significant resources to grow our business in recent years by investing in the scope and breadth of our platform and service offerings, spending to acquire or develop software products and websites, growing our number of employees and expanding internationally.
Risks Related to Our Business Strategy and Industry Generally We have a limited operating history, which makes it difficult to evaluate our business and prospects and may increase the risks associated with your investment. S1 Holdco was formed in 2013 and, as a result, has only a limited operating history upon which our business and prospects may be evaluated.
Risks Related to Our Business Strategy and Industry Generally We have a limited operating history, which makes it difficult to evaluate our business and prospects and may increase the risks associated with your investment. System1 Holdings was formed in 2013 and, as a result, has only a limited operating history upon which our business and prospects may be evaluated.
If we are found to infringe these rights, we could potentially be required to cease utilizing portions of RAMP. We may also be required to develop alternative non-infringing technology, which could require significant time and expense.
If we are found to infringe these rights, we could potentially be required to cease utilizing portions of the platform. We may also be required to develop alternative non-infringing technology, which could require significant time and expense.
Advertising often results in litigation relating to misleading or deceptive claims, copyright or trademark infringement, public performance royalties or other claims based on the nature and content of advertising that is distributed through RAMP.
Advertising often results in litigation relating to misleading or deceptive claims, copyright or trademark infringement, public performance royalties or other claims based on the nature and content of advertising that is distributed through our platform.
In exchange for making our search traffic available to Google, we receive a share of the revenue generated by the paid listings supplied to us, as well as other search related services. For the year ended December 31, 2024, 78% of our total revenue was attributable to our agreements with Google.
In exchange for making our search traffic available to Google, we receive a share of the revenue generated by the paid listings supplied to us, as well as other search related services. For the year ended December 31, 2025, 67% of our total revenue was attributable to our agreements with Google.
While the material weaknesses identified remain unremediated, or if we identify additional weaknesses or fail to timely and successfully implement new or improved controls, our ability to assure timely and accurate financial reporting may be adversely affected, and we could suffer a loss of investor confidence in the reliability of our financial statements, which in turn could negatively impact the trading price of our shares of common stock, result in lawsuits being filed against us by our stockholders, or otherwise harm our reputation.
If we identify weaknesses or fail to timely and successfully implement new or improved controls, our ability to assure timely and accurate financial reporting may be adversely affected, and we could suffer a loss of investor confidence in the reliability of our financial statements, which in turn could negatively impact the trading price of our shares of common stock, result in lawsuits being filed against us by our stockholders, or otherwise harm our reputation.
Additionally, if new or existing competitors have more attractive offerings, we may lose customers or customers may decrease their use of RAMP and other software products and services that we provide.
Additionally, if new or existing competitors have more attractive offerings, we may lose customers or customers may decrease their use of our platform and other software products and services that we provide.
If we fail to innovate and make the right investment decisions in our offerings and platform, we may not attract and retain advertisers, and our competitors may gain market share in the markets for our solutions that could adversely affect our business and cause our revenue and results of operations to decline.
We operate in a highly competitive environment. If we fail to innovate and make the right investment decisions in our offerings and platform, we may not attract and retain advertisers, and our competitors may gain market share in the markets for our solutions that could adversely affect our business and cause our revenue and results of operations to decline.
As a result, holders of our common stock and Warrants bear the risk that our future offerings may reduce the market price of our common stock and Warrants and dilute their percentage ownership. We are an "emerging growth company" and the reduced disclosure requirements applicable to emerging growth companies may make our common stock and Warrants less attractive to investors.
As a result, holders of our common stock and Warrants bear the risk that our future offerings may reduce the market price of our common stock and Warrants and dilute their percentage ownership. We are a "smaller reporting company" and the reduced disclosure requirements applicable to smaller reporting companies may make our common stock and Warrants less attractive to investors.
Our failure to prevent outages or security breaches resulting from API use could result in government enforcement actions against us, claims for damages by consumers and other affected individuals, costs associated with investigation and remediation damage to our reputation and loss of goodwill, any of which could harm our business, financial condition and operating results. 21 We operate in a highly competitive environment.
Our failure to prevent outages or security breaches resulting from API use could result in government enforcement actions against us, claims for damages by consumers and other affected individuals, costs associated with investigation and remediation damage to our reputation and loss of goodwill, any of which could harm our business, financial condition and operating results.
Blend, our CEO and Co-Founder, or our inability to attract and retain highly skilled employees, could have an adverse effect on our business, financial condition and operating results. 30 We may need to change our pricing models to compete successfully.
Blend, our CEO and Co-Founder and Mr. Ursini, our President and Co-Founder, or our inability to attract and retain highly skilled employees, could have an adverse effect on our business, financial condition and operating results. 27 We may need to change our pricing models to compete successfully.
Any of these results could harm our business. We face potential liability and harm to our business based on the nature of our business and the content on RAMP.
Any of these results could harm our business. We face potential liability and harm to our business based on the nature of our business and the content on our technology platform.
We rely on the first party data provided to us by consumers and advertisers to improve our product and service offerings and to feed the RAMP data loop in particular, and if we are unable to maintain or grow such data we may be unable to provide consumers with an experience that is relevant, efficient and effective, which could adversely affect our business.
We rely on the first party data provided to us by consumers and advertisers to improve our product and service offerings and to inform the data models that our platform uses in particular, and if we are unable to maintain or grow such data we may be unable to provide consumers with an experience that is relevant, efficient and effective, which could adversely affect our business.
Additionally, our clients rely on device identifiers to add information they have collected or acquired about users into RAMP.
Additionally, our clients rely on device identifiers to add information they have collected or acquired about users into our technology platform.
If we are unable to maintain or grow the data provided to us, the value that we provide to consumers and advertisers using our websites and RAMP may be limited.
If we are unable to maintain or grow the data provided to us, the value that we provide to consumers and advertisers using our websites and other service offerings may be limited.
Consumer Internet traffic acquired and/or referred through acquisition marketing channels also provides a significant amount of the first party data that improves the predictive power of RAMP, which we leverage to deliver relevant users to our advertisers.
Consumer Internet traffic acquired and/or referred through acquisition marketing channels and Network Partners also provide a significant amount of the first party data that improves the predictive power of our platform, which we leverage to deliver relevant users to our advertisers.
As a public company following completion of the Merger, we are subject to significant obligations relating to reporting, procedures and internal controls, and our management team may not successfully or efficiently manage such obligations.
As a public company, we are subject to significant obligations relating to reporting, procedures and internal controls, and our management team may not successfully or efficiently manage such obligations.
Although our ability to amend the terms of the Warrants with the consent of at least 65% of the then outstanding Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Warrants, convert the Warrants into cash or shares, shorten the exercise period or decrease the number of shares of common stock purchasable upon exercise of a Warrant. 47 Our Warrant Agreement designates the courts of the State of New York or the U.S.
Although our ability to amend the terms of the Warrants with the consent of at least 65% of the then outstanding Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Warrants, convert the Warrants into cash or shares, shorten the exercise period or decrease the number of shares of common stock purchasable upon exercise of a Warrant.
Our revenue and results of operations could vary significantly from period to period and may fail to match expectations as a result of a variety of factors, some of which are outside of our control, including seasonality, fluctuations in digital advertising demand and costs and the number, severity, and timing of threat outbreaks and cyber security incidents.
Our results of operations may fluctuate significantly, which could prevent us from meeting our own expectations or security analysts or investor expectations. 20 Our revenue and results of operations could vary significantly from period to period and may fail to match expectations as a result of a variety of factors, some of which are outside of our control, including seasonality, fluctuations in digital advertising demand and costs and the number, severity, and timing of threat outbreaks and cyber security incidents.

… 114 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+2 added−1 removed10 unchanged
Biggest changeBoard members receive presentations on cybersecurity topics from our Chief Information Security Officer ("CISO"), internal security staff or external experts as part of the Board’s continuing education on topics that impact public companies. Our management team, including our CISO and Director of Information Technology, is responsible for assessing and managing our material risks from cybersecurity threats.
Biggest changeThe Committee reports to the full Board regarding its activities, including those related to cybersecurity oversight and assessment. Members of the Committee receive presentations on cybersecurity topics from our Chief Information Security Officer ("CISO"), internal security staff or external experts as part of the Board’s continuing education on topics that impact public companies.
We have not identified specific risks from known or other broadly publicized cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition.
See Item 1A, "Risk Factors". 45 We have not identified specific risks from known or other broadly publicized cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition.
The Committee oversees management’s implementation of our cybersecurity risk management program. The Committee receives regular reports from management on the cybersecurity risks that we evaluate and which we may face in the future. In addition, management updates the Committee as necessary regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.
The Committee receives regular reports from management on the cybersecurity risks that we evaluate and which we may face in the future. In addition, management updates the Committee as necessary regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.
See Item 1A, "Risk Factors". 49 Cybersecurity Governance Our Board of Directors (the "Board) considers evaluating and proactively addressing cybersecurity risk as part of its risk oversight function and has delegated to the Board's Nominating and Corporate Governance Committee (the "Committee") oversight of cybersecurity and other information technology risks facing us and our businesses.
Cybersecurity Governance Our Board of Directors (the "Board") considers evaluating and proactively addressing cybersecurity risk as part of its risk oversight function and has delegated to the Board's Nominating and Corporate Governance Committee (the "Committee") oversight of cybersecurity and other information technology risks facing us and our businesses. The Committee oversees management’s implementation of our cybersecurity risk management program.
Removed
The Committee reports to the full Board regarding its activities, including those related to cybersecurity oversight and assessment. The full Board also receives briefings from management on our cyber risk management program.
Added
Our management team, including our CISO and Director of Information Technology, is responsible for assessing and managing our material risks from cybersecurity threats.
Added
Our CISO has more than 20 years of relevant software development, technology deployment and engineering experience, including the past 11 years serving in various capacities at the Company, and has also served as our Chief Technology Officer since April 2025.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed1 unchanged
Biggest changeItem 2. Properties. We maintain our principal offices in Los Angeles, California. We also maintain office and data center space in various cities within the United States, Netherlands and Canada.
Biggest changeItem 2. Properties. We maintain our principal offices in Los Angeles, California and also occupy office space in various cities within the United States and Canada. We maintain a data center space in the Netherlands.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed2 unchanged
Biggest changeInformation in response to this Item is included in "Part II, Item 8 "Financial Statements and supplementary data — Note 8, Commitments and Contingencies" and is incorporated by reference into Part I of this Annual Report on Form 10-K. Item 4. Mine Safety Disclosures. Not applicable. 50 PART II
Biggest changeInformation in response to this Item is included in "Part II, Item 8 "Financial Statements and Supplementary Data — Note 8, Commitments and Contingencies". 46 Item 4. Mine Safety Disclosures. Not applicable. 47 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+3 added−1 removed6 unchanged
Biggest changeRecent Sales of Unregistered Securities None Repurchase of Equity Securities 2022 Repurchase Program In August 2022, our Board of Directors authorized up to $25 million for the repurchase of our Class A common stock and Warrants (the " 2022 Repurchase Program " ).
Biggest changeIssuer Purchases of Equity Securities 2022 Repurchase Program On August 11 2022, our Board of Directors authorized and we announced up to $25.0 million for the repurchase of our Class A common stock and Warrants (the "2022 Repurchase Program"). The 2022 Repurchase Program does not expire. During 2024 there were no repurchases of Class A common stock and Warrants.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our Class A common stock and Warrants are listed on NYSE under the symbols "SST" and "SST.WS," respectively. There is no public trading market for our Class C common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our Class A common stock is listed on the NYSE under the symbol "SST". There is no public trading market for our Class C common stock.
Holders of Record As of February 28, 2025, there were approxima tely 366 holders of record of our Class A common stock, 67 holders of record of our Class C common stock and 2 holders of record of our Warrants.
On May 5, 2025, the NYSE completed the removal from listing and registration of our Warrants from the NYSE. Holders of Record As of February 27, 2026 , there were approxima tely 354 holders of record of our Class A common stock, 63 holders of record of our Class C common stock and 2 holders of record of our Warrants.
Removed
During fiscal year 2024 there were no repurchases under the 2022 Repurchase Program and, as of December 31, 2024, we had a remaining balance of approximately $24 million under the 2022 Repurchase Program. Item 6. [Reserved] 51
Added
Recent Sales of Unregistered Securities During the second quarter of 2025, we sold 450,000 unregistered shares of our Class A Common Stock at a price of $5.00 per share (for aggregate proceeds of $2.3 million to a charitable foundation established by our co-founder and CEO. The proceeds are being used for general corporate expenses.
Added
There were immaterial repurchases of Class A common stock during the third quarter of 2025.
Added
The following table provides certain information with respect to our purchases of Class A common stock during the fourth quarter of 2025: 48 Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) October 1 - 31 — $ — — $ 23,899 November 1 - 30 57,744 $ 3.85 57,744 $ 23,677 December 1 - 31 78,750 $ 4.20 78,750 $ 23,346 Total Repurchases 136,494 $ 4.05 136,494 Item 6. [Reserved] 49

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

58 edited+51 added−63 removed29 unchanged
Biggest changeDecember 31, 2024 Percentage of Revenue December 31, 2023 Percentage of Revenue Revenue $ 343,925 100% $ 401,971 100% Operating expenses: Cost of revenue (excluding depreciation and amortization) 191,561 56% 248,745 62% Salaries and benefits 113,512 33% 106,505 26% Selling, general, and administrative 47,346 14% 54,307 14% Depreciation and amortization 80,107 23% 78,403 20% Total operating expenses 432,526 126% 487,960 121% Operating loss (88,601) (26)% (85,989) (21)% Other expense (income): Interest expense, net 31,562 9% 48,745 12% Gain on extinguishment of debt (20,109) (6)% — —% Loss on extinguishment of related-party debt — —% 2,004 —% Change in fair value of warrant liabilities (2,386) (1)% (5,109) (1)% Total other expense, net 9,067 3% 45,640 11% Loss before income tax (97,668) (28)% (131,629) (33)% Income tax benefit (370) —% (20,371) (5)% Net loss from continuing operations (97,298) (28)% (111,258) (28)% Net loss from discontinued operations, net of tax — —% (174,327) (43)% Net loss (97,298) (28)% (285,585) (71)% Less: Net loss from continuing operations attributable to non-controlling interest (22,625) (7)% (25,531) (6)% Less: Net loss from discontinued operations attributable to non-controlling interest — —% (32,833) (8)% Net loss attributable to System1, Inc. $ (74,673) (22)% $ (227,221) (57)% * Percentages may not sum due to rounding Revenue and Cost Metrics The key non-financial performance metrics we use to evaluate our business, track the effectiveness of our operations and measure our performance are total advertising spend, number of Owned & Operated Advertising sessions ("O&O sessions"), number of Partner Network sessions ("Network sessions"), Owned & Operated Advertising revenue-per-session ("O&O RPS"), Owned & Operated Advertising cost-per-session ("O&O CPS") and Partner Network revenue-per-session ("Network RPS") to track our operations.
Biggest changeDecember 31, 2025 Percentage of Revenue December 31, 2024 Percentage of Revenue Revenue $ 266,129 100% $ 343,925 100% Operating expenses: Cost of revenue 165,734 62% 242,602 71% Salaries and benefits 92,747 35% 113,512 33% Selling, general, and administrative 69,688 26% 76,412 22% Total operating expenses 328,169 123% 432,526 126% Operating loss (62,040) -23% (88,601) -26% Other expense (income): Interest expense, net 27,556 10% 31,562 9% Gain on extinguishment of tax receivable agreement liability (5,253) -2% — —% Gain on extinguishment of debt — —% (20,109) -6% Change in fair value of warrant liabilities (275) —% (2,386) -1% Total other expense, net 22,028 8% 9,067 3% Loss before income tax (84,068) -32% (97,668) -28% Income tax benefit (2,875) -1% (370) —% Net loss (81,193) -31% (97,298) -28% Less: Net loss attributable to non-controlling interest (15,848) -6% (22,625) -7% Net loss attributable to System1, Inc. $ (65,345) -25% $ (74,673) -22% Percentages may not sum due to rounding Revenue Metrics The key non-financial performance metrics we use to evaluate our business, track the effectiveness of our operations and measure our performance are return on traffic acquisition cost ("RTAC"), the number of Products sessions and Products revenue-per-session ("Products RPS").
In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of operations.
In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential 62 if permitted under the tax law, and results of operations.
Under this method, we determine DTAs and DTLs on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax 64 rates in effect for the year in which the differences are expected to reverse.
Under this method, we determine DTAs and DTLs on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse.
Revenue is also earned from revenue-sharing arrangements with our Network Partners related to the use of our RAMP platform and additional services provided to them in order to direct advertising by our Advertising Partners to their digital online inventory.
Revenue is also earned from revenue-sharing arrangements with our Network Partners related to the use of our platform and additional services provided to them in order to direct advertising by our Advertising Partners to their digital online inventory.
We have determined that we are the principal since we direct the use of our owned and operating websites, and as such have risk of loss on the user-traffic that we are acquiring for monetization with our Advertising Partners.
We have determined that we are the principal since we direct the use of our owned and operating websites, and as such have a risk of loss on the user-traffic that we are acquiring for monetization with our Advertising Partners.
We are subject to U.S. federal income taxes, in addition to state and local income taxes with respect to its allocable share of any taxable income or loss of System1 Holdings, as well as any stand-alone income or loss generated by us. 55 Results of Operations The following table sets forth our consolidated results of operations and our consolidated results of operations as a percentage of revenue for the periods presented (in thousands).
We are subject to U.S. federal income taxes, in addition to state and local income taxes with respect to its allocable share of any taxable income or loss of System1 Holdings, as well as any stand-alone income or loss generated by us. 52 Results of Operations The following table sets forth our consolidated results of operations and our consolidated results of operations as a percentage of revenue for the periods presented (in thousands).
Our main focus is executing on our operational strategy, which includes continued focus on expanding the number of advertising partners that are utilizing or integrated with RAMP by continuing to attract and monetize users with commercial intent on our owned and operated web properties and on behalf of our Network Partners as well as optimizing bids and driving higher returns on advertising spend.
Our main focus is executing on our operational strategy, which includes continued focus on expanding the number of advertising partners that are utilizing or integrated with our platform by continuing to attract and monetize users with commercial intent on our owned and operated web properties and on behalf of our Network Partners as well as optimizing bids and driving higher returns on advertising spend.
The following discussion and analysis should also be read together with the section entitled "Organization and description of business" in Part II as of December 31, 2024. In addition to historical information, the following discussion and analysis contains forward-looking statements. Our actual results may differ significantly from those projected in such forward-looking statements.
The following discussion and analysis should also be read together with the section entitled "Organization and description of business" in Part II as of December 31, 2025. In addition to historical information, the following discussion and analysis contains forward-looking statements. Our actual results may differ significantly from those projected in such forward-looking statements.
As a partnership, S1 Holdco is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by S1 Holdco is passed through to and included in the taxable income or loss of its members, including us, on a pro rata basis.
As a partnership, S1 Holdco was not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by S1 Holdco was passed through to and included in the taxable income or loss of its members, including us, on a pro rata basis.
We are subject to U.S. federal income taxes, in addition to state and local income taxes with respect to its allocable share of any taxable income or loss of S1 Holdco, as well as any stand-alone income or loss generated by us .
We were subject to U.S. federal income taxes, in addition to state and local income taxes with respect to its allocable share of any taxable income or loss of S1 Holdco, as well as any stand-alone income or loss generated by us.
Key assumptions in these models include, but are not limited to, the selection of comparable transactions, revenue and "EBITDA" is defined as net income or loss before results from discontinued operations, interest, income tax expense or benefit, and depreciation and amortization multiples and EBITDA margins from those transactions.
Key assumptions in these models include, but are not limited to, the selection of comparable transactions, revenue and "EBITDA" is defined as net income or loss, interest, income tax expense or benefit, and depreciation and amortization multiples and EBITDA margins from those transactions.
For every interest period, the interest rate on the Term Loan is the adjusted Secured Overnight Financing Rate ("SOFR") plus 4.75%. The Term Loan is amortized in quarterly installments on each scheduled payment date.
The Term loan expires in July 2027. For every interest period, the interest rate on the Term Loan is the adjusted Secured Overnight Financing Rate ("SOFR") plus 4.75%. The Term Loan is amortized in quarterly installments on each scheduled payment date.
In the year ended December 31, 2024, cash used in operating activities of $5.3 million resulted primarily from a net loss of $97.3 million, offset by $95.0 million of non-cash items, comprised of $80.1 million depreciation and amortization expense, $15.8 million stock based compensation expense, $17.9 million shared based compensation liability expense and $20.1 million gain on extinguishment of debt.
Net cash used for working capital was $19.0 million. 59 In the year ended December 31, 2024, cash used in operating activities of $5.3 million resulted primarily from a net loss of $97.3 million, offset by $95.0 million of non-cash items, comprised of $80.1 million depreciation and amortization expense, $15.8 million of stock-based compensation expense, $17.9 million shared-based compensation liability expense and $20.1 million gain on extinguishment of debt.
Cost of revenue (excluding depreciation and amortization) primarily consists of traffic acquisition costs, which are the costs to place advertisements to acquire customers to our websites and services, as well as domain name registration costs and licensing costs to provide mapping services to Mapquest.com. We do not pre-pay any traffic acquisition costs, and therefore, such costs are expensed as incurred.
Cost of revenue primarily consists of traffic acquisition costs, which are the costs to place advertisements to acquire customers to our websites and services, domain name registration costs, licensing costs to provide mapping services to Mapquest.com and amortization related to our platform. We do not pre-pay any traffic acquisition costs, and therefore, such costs are expensed as incurred.
As of December 31, 2024, we own and operate approximately 40 websites, including leading search engines like info.com and Startpage.com , and digital media publishing websites and internet utilities, such as HowStuffWorks , MapQuest , CouponFollow and ActiveBeat . Our primary operations are in the United States, and we also have operations in Canada and the Netherlands.
Today, we own and operate approximately 40 websites, including leading search engines like Startpage.com and info.com , and digital media publishing websites and internet utilities, such as CouponFollow , MapQuest , HowStuffWorks and ActiveBeat . Our primary operations are in the United States, and we also have operations in Canada and the Netherlands.
Contractual Obligations and Known Future Cash Requirements Service Agreements In June 2021, we entered into a multi-year agreement with a service provider whereby we are contractually obligated to spend $5.0 million annually between July 2023 and June 2026 . As of December 31, 2024, we remain contractually obligated to spend a remaining $6.2 million towards this commitment.
Contractual Obligations and Known Future Cash Requirements Service Agreements In June 2023, we entered into a multi-year agreement with a data cloud platform service provider whereby we are contractually obligated to spend $5.0 million annually between July 2023 and June 2026. As of December 31, 2025, we remain contractually obligated to spend a remaining $1.2 million towards this commitment.
The Term Loan comes with a leverage ratio covenant, which goes into effect only if the utilization on the 2022 Revolving Facility exceeds 35% of the total availability under the 2022 Revolving Facility at each quarter-end starting from the first full quarter after the effective date of the Merger, such that the first lien leverage ratio (as defined in the credit agreement) should not exceed 5.40.
The Term Loan comes with a leverage ratio covenant, which goes into effect only if the utilization on the Revolving Facility exceeds 35% of the total availability under the Revolving Facility at each quarter-end, such that the first lien leverage ratio (as defined in the credit agreement) should not exceed 5.40.
Income tax benefit During 2023 and through July 31, 2024, we were the sole managing member of S1 Holdco and, as a result, consolidate the financial results of S1 Holdco. S1 Holdco is treated as a partnership for U.S. federal and most applicable state and local income tax purposes.
The mark to market of our liability-classified Warrants. Income tax benefit During 2024 and through July 31, 2024, we were the sole managing member of S1 Holdco and, as a result, consolidate the financial results of S1 Holdco. S1 Holdco is treated as a partnership for U.S. federal and most applicable state and local income tax purposes.
We are subject to U.S. federal income taxes, in addition to state and local income taxes with respect to our allocable share of any taxable income or loss of System1 Holdings, as well as any stand-alone income or loss generated by us. Various of our subsidiaries are subject to income tax in the United States and in other countries.
We are subject to U.S. federal income taxes, in addition to state and local income taxes with respect to our allocable share of any taxable income or loss of System1 Holdings, as well as any stand-alone income or loss generated by us.
Cash Flows The following table summarizes our cash flows for the periods presented (in thousands): December 31, 2024 December 31, 2023 Net cash used in operating activities $ (5,255) $ (24,742) Net cash (used in) provided by investing activities $ (6,255) $ 203,179 Net cash used in financing activities $ (63,961) $ (74,072) Operating Activities Our cash flows from operating activities are primarily impacted by growth in our operations, timing of collections from our partners and related payments to our suppliers for advertising inventory and data.
Cash Flows The following table summarizes our cash flows for the periods presented (in thousands): December 31, 2025 December 31, 2024 Net cash used in operating activities $ (4,147) $ (5,255) Net cash used in investing activities $ (6,723) $ (6,255) Net cash provided by (used in) financing activities $ 31,305 $ (63,961) Operating Activities Our cash flows from operating activities are primarily impacted by growth in our operations, timing of payments to our suppliers for advertising inventory and data and related collections from our partners.
Income Taxes We are the sole managing member of System1 Holdings and, as a result, consolidate the financial results of System1 Holdings. System1 Holdings is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, System1 Holdings is not subject to U.S. federal and certain state and local income taxes.
As of August 1, 2024, we are the sole managing member of System1 Holdings and, as a result, consolidate the financial results of System1 Holdings. System1 Holdings is treated as a partnership for U.S. federal and most applicable state and local income tax purposes.
Gain on extinguishment of debt Gain on extinguishment of debt increased $20.1 million compared to the prior comparative period due to the repurchase of our principal debt balances via a Dutch auction and direct buy backs.
Gain on extinguishment of debt Gain on extinguishment of debt decreased $20.1 million compared to 2024 due to the repurchase of our principal debt balances via a Dutch auction and direct buy backs in 2024.
Following the corporate reorganization, (a) System1 Holdings now owns 100% of S1 Holdco, the previous intermediate holding company with the non-controlling interests, and 100% of S1 Media, LLC (“S1 Media”), another new subsidiary formed in connection with the corporate reorganization, (b) S1 Media holds the assets and business operations associated with our owned and operated products businesses, which include NextGen Shopping, Inc.
Following the corporate reorganization, (a) System1 Holdings now owns 100% of S1 Holdco, LLC ("S1 Holdco"), the previous intermediate holding company with the non-controlling interests, and 100% of S1 Media, LLC (“S1 Media”), another new subsidiary formed in connection with the corporate reorganization, (b) S1 Media holds the assets and business operations associated with our Products businesses, which include CouponFollow, Startpage and MapQuest, and our acquisition marketing platform and (c) S1 Holdco holds our assets related to our Marketing businesses.
We typically pay suppliers in advance of collections from our clients and our collection and payment cycles can vary from period to period. In addition, seasonality may impact cash flows from operating activities on a sequential quarterly basis during the year.
Payment and collection cycles can vary from period to period. In addition, seasonality may impact cash flows from operating activities on a sequential quarterly basis during the year.
Any taxable income or loss generated by System1 Holdings is passed through to and included in the taxable income or loss of our members, including us, on a pro rata basis.
Any taxable income or loss generated by S1 Holdco was passed through to and included in the taxable income or loss of its members, including us, on a pro rata basis.
Critical Accounting Policies and Estimates The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America.
See Item 8, "Financial Statements and Supplementary Data —Note 8, Commitments and Contingencies" for additional information. 60 Critical Accounting Policies and Estimates The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America.
We have been able to and expect to be able to continue to make the required payments of principal and interest on the Credit Agreement (as and when due) on a timely basis.
We were in compliance with the financial covenants under the Term Loan as of December 31, 2025. We have been able to and expect to be able to continue to make the required payments of principal and interest on the Credit Agreement (as and when due) on a timely basis.
However, actual results from the resolution of such estimates and assumptions may vary from those used in the preparation of the consolidated financial statements. 63 Goodwill We perform annual impairment testing on goodwill in the fourth quarter of each fiscal year or when events occur or circumstances change that would, more likely than not, reduce the fair value of a reporting unit below its carrying amount.
Goodwill We perform annual impairment testing on goodwill in the fourth quarter of each fiscal year or when events occur or circumstances change that would, more likely than not, reduce the fair value of a reporting unit below its carrying amount.
Financing Activities Our financing activities consisted primarily of borrowings and repayments of our indebtedness under our credit facilities and redemptions of our Class A common stock. 62 In the year ended December 31, 2024 , cash used in financing activities of $64.0 million resulted primarily from repayment of principal and interest on the Term Loan.
In the year ended December 31, 2024, cash used in financing activities of $64.0 million resulted primarily from repayment of principal and interest on our Term Loan.
Gain on extinguishment of debt . The recognition of the gain from the repurchase of a portion of our Term Loan at a discount. See Item 8, "Financial Statements and Supplementary Data —Note 9, Debt, Net" for additional information. Loss on extinguishment of related-party debt .
The recognition of the reversal of amounts recognized under the tax receivable agreement. Gain on extinguishment of debt . The recognition of the gain from the repurchase of a portion of our Term Loan at a discount. See Item 8, "Financial Statements and Supplementary Data —Note 9, Debt, Net" for additional information. Change in fair value of warrant liabilities .
We have elected to treat stock-based payment awards with time-based service condition(s) only as a single award, with the related compensation expense recognized on a straight-line basis.
Stock-Based Compensation Compensation cost related to stock-based payments is measured based on the fair value of the units issued and recognized in salaries and benefits expenses on our consolidated statement of operations. We have elected to treat stock-based payment awards with time-based service condition(s) only as a single award, with the related compensation expense recognized on a straight-line basis.
See our concentration with customers discussion at Item 8 "Financi al Statements and supplementary data — Note 14, Segment Reporting" for additional information. 59 Credit Facilities Term Loan In connection with the Merger, we entered into a new loan ("Term Loan") and revolving facility ("2022 Revolving Facility" and, together with the Term Loan "Credit Agreement") with Bank of America, N.A. as administrative agent, on January 27, 2022, providing for a 5.5 year Term Loan with an initial principal balance of $400.0 million.
Credit Facilities Term Loan We entered into a term loan ("Term Loan") and revolving facility ("Revolving Facility" and, together with the Term Loan "Credit Agreement") with Bank of America, N.A. as administrative agent, on January 27, 2022, providing for a 5.5 year Term Loan with an initial principal balance of $400.0 million and with net proceeds of $376.0 million.
During 2024, we completed the repurchase of $64.9 million in principal amount of our Term Loan for an aggregate purchase price of $41.6 million (at discount of 64.1% of its par value). Following the repurchases on January 17, 2024 and April 30, 2024, the outstanding principal amount of the Term Loan was $301.3 million and $295.0 million, respectively.
During 2024, we completed the repurchase of $64.9 million in principal amount of our Term Loan for an aggregate purchase price of $41.6 million (at discount of 64.1% of its par value). We used available cash on hand to fund the repurchase. 58 As of December 31, 2025, there was principal of $260.1 million outstanding.
The fair values of our reporting units are computed through weighting a discounted cash flow model and a reference transaction model which include inputs developed using both internal and market-based data.
If, however, the fair value of the reporting unit is less than the carrying amount, an impairment loss is recognized in an amount equal to the excess, not to exceed the carrying amount of goodwill The fair values of our reporting units are determined by weighting a discounted cash flow model and a reference transaction model which include inputs developed using both internal and market-based data.
As of December 31, 2024, there was no balance outstanding on the 2022 Revolving Facility and principal of $280.1 million was outstanding on the Term Loan. Through December 31, 2025, $5.0 million of the Term Loan is payable quarterly. From March 31, 2026, $7.5 million of the Term Loan is payable quarterly. The Term Loan matures in 2027.
Through December 31, 2025, $5.0 million of the Term Loan is payable quarterly. From March 31, 2026, $7.5 million of the Term Loan is payable quarterly. Revolving Facility The Revolving Facility provides borrowing availability of up to $50.0 million and expires in January 2027.
Investing Activities In the year ended December 31, 2024 , cash used in investing activities of $6.3 million resulted primarily from capitalization of software development costs. In the year ended December 31, 2023, cash provided by investing activities of $203.2 million resulted primarily from proceeds from the sale of our Protected business segment on November 30, 2023.
Net cash used for working capital was $2.9 million. Investing Activities In the year ended December 31, 2025, cash used in investing activities of $6.7 million resulted primarily from capitalization of software development costs. In the year ended December 31, 2024, cash used in investing activities of $6.3 million resulted primarily from capitalization of software development costs.
The decrease was primarily due to a $6.8 million decrease in advisory and consulting fees and a decline in bad debt expense of $2.3 million. This decrease was partially offset by a $2.5 million increase due to a class action complaint settlement.
The decrease was primarily driven by a $4.7 million reduction in professional and consulting fees, and a $3.8 million reduction in legal settlement expenses compared to the comparative period which recognized a $2.5 million class action complaint settlement. This was offset by an increase of $1.3 million in software and subscription expense.
For this revenue stream, we are the principal in the transaction and report revenue on a gross basis for the amounts received from Advertising Partners.
Components of Our Results of Operations Revenue We earn revenue by directly acquiring traffic to our owned and operated websites and utilizing our platform and additional services to monetize end-users for our Advertising Partners. For this revenue stream, we are the principal in the transaction and report revenue on a gross basis for the amounts received from Advertising Partners.
Depreciation and amortization expenses are primarily attributable to our capital investment(s) and consist of property and equipment depreciation and amortization of intangible assets with finite lives. 54 Other Expenses Other expenses consist of the following: Interest expense, net . Interest expense consists of interest on our debt and the amortization of deferred financing costs and debt discount.
Selling, general, and administrative expenses consist of depreciation, general intangibles amortization, fees for software services, professional services, occupancy costs and travel and entertainment. Depreciation and general intangibles amortization expense are primarily attributable to our capital investment(s) and consist of property and equipment depreciation and amortization of intangible assets with finite lives .
In the year ended December 31, 2023, cash used in financing activities of $74.1 million resulted primarily from repayment of the 2022 Revolving Facility of $50.0 million and repayment of our Term Loan of $20.0 million.
In the year ended December 31, 2025, cash provided by financing activities of $31.3 million resulted primarily from $50.0 million drawn on our revolver facility and proceeds of $2.3 million from the sale of unregistered securities , offset by $20.0 million repayment of principal and interest on our Term Loan and $0.6 million of share repurchases.
We believe total advertising spend is a relevant measure to gauge the effectiveness of our Company to deploy capital to acquire monetizable traffic to our Owned & Operated websites, which is a key driver of our Owned & Operated reportable segment. 56 We define O&O sessions as the total number of monetizable user visits to our Owned & Operated Advertising websites.
Agency fees are the amount of costs for agencies acquiring traffic to Owned and Operated websites. We believe RTAC is a relevant measure to evaluate our effectiveness and efficiency in deploying capital to acquire monetizable traffic to our Marketing segment. 53 Products We define Products sessions as the total number of monetizable user visits to our Products websites.
Operating seamlessly across major advertising networks and advertising category verticals to acquire end-users, RAMP allows us to monetize these acquired end users through our relationships with third party advertisers and advertising networks ("Advertising Partners").
Our platform operates across our network of flagship owned and operated websites ("Products"), allowing us to monetize user traffic that we source from various acquisition marketing channels. Our marketing platform allows us to operate seamlessly across major advertising networks and advertising category verticals to acquire and monetize end-users through our relationships with third party advertisers and advertising networks ("Advertising Partners").
We believe both O&O RPS and Network RPS are key measures to evaluate our effectiveness in converting monetizable traffic into revenue. We define O&O CPS as advertising spend divided by O&O sessions.
Monetizable visits exclude those visits identified as spam, bot, or other invalid traffic. We define Products RPS as Products revenue divided by Products sessions. We believe Product sessions and RPS are relevant measures to evaluate our effectiveness and efficiency in converting monetizable traffic into revenue, which are key drivers of our Products reportable segment.
See Item 8, "Financial Statements and Supplementary Data — N ote 8, Commitments and Contingencies" for additional information regarding the class action complaint settlement. Depreciation and amortization Depreciation and amortization expense increased $1.7 million, or 2% compared to the prior comparative period primarily due to increased amortization for our continued investment in internally developed software.
See Item 8, "Financial Statements and Supplementary Data — Note 8, Commitments and Contingencies" for additional information regarding the class action complaint settlement. Other expense (income): Interest expense, net Interest expense, net decreased $4.0 million, or -13% , compared to 2024 primarily due to lower average interest rates in 2025 as compared to 2024.
For the year ended December 31, 2024, compared to prior year, our O&O CPS decreased $0.04 to $0.02 from $0.06. Our chief operating decision maker measures and evaluates reportable segments based on segment operating revenue and adjusted gross profit. We define and calculate adjusted gross profit as revenue less advertising expense incurred to acquire users.
Our chief operating decision maker measures and evaluates reportable segments based on segment operating revenue and segment adjusted gross profit. We define and calculate segment adjusted gross profit as revenue less traffic acquisition costs incurred to acquire users. The remaining cost of revenue consists of non-advertising expenses such as set-up costs, royalties, fees and amortization related to our platform.
We define total advertising spend as the amount of advertising that is spent by us to acquire traffic to our owned and operated websites.
Marketing We define RTAC as platform revenue divided by traffic acquisition cost. Platform revenue is Revenue plus Network Partner revenue share. Traffic Acquisition Cost ("TAC") is defined as the sum of total advertising spend, agency fees and Network Partner revenue share. Advertising spend is the amount of advertising that is spent to acquire traffic.
In December 2023, we repaid the full $50 million that was outstanding. During 2024 we did not have any borrowings from the 2022 Revolving Facility and at December 31, 2024, there was no outstanding balance.
The interest rate on the Revolving Facility is the adjusted SOFR plus 2.5% with an adjusted SOFR floor of 0%. During 2024 we did not have any borrowings from the Revolving Facility. During the fourth quarter of 2025 we borrowed $50.0 million from the Revolving Facility and the balance outstanding at December 31, 2025 was $50.0 million.
Should we fail to distribute the financial statements to our lender within 120 days, we have an additional 30 days to cure such default. The 2022 Revolving Facility matures in January 2027, and accordingly, it is classified within long-term debt, net on the consolidated balance sheet.
Should we fail to distribute the financial statements to our lender within 120 days, we have an additional 30 days to cure such default. We were in compliance with the financial covenants under the Term Loan as of December 31, 2025.
We have two reportable segments: • Owned and Operated Advertising ("O&O"); and • Partner Network Operating Expenses We classify our operating expenses into the following categories: Cost of revenue (excluding depreciation and amortization) .
We have two reportable segments: • Marketing; and • Products Operating Expenses To conform to the current period’s presentation, depreciation and amortization expense was reclassified to cost of revenue and selling, general, and administrative in the prior period consolidated statements of operations. We classify our operating expenses into the following categories: Cost of revenue .
RAMP also allows third party advertising platforms and publishers ("Network Partners") to send user traffic to, and monetize end user traffic on, our owned and operated websites or through our monetization agreements. Through RAMP, we process daily advertising campaign optimizations and ingest over 12 billion rows of data daily across approximately 40 advertising vertical categories as of December 31, 2024.
The platform also allows third party advertising platforms and publishers ("Network Partners") to send user traffic to, and monetize user traffic on, our Products or through our monetization agreements.
S1 Holdco and its subsidiaries remain obligors and guarantors under our Term Loan and 2022 Revolving Facility, and System1 Holdings and S1 Media are not parties thereto. 53 Components of Our Results of Operations Revenue We earn revenue by directly acquiring traffic to our owned and operated websites and utilizing our RAMP platform and additional services to monetize end-users for our Advertising Partners.
System1 Holdings holds our remaining assets and business operations. S1 Holdco and its subsidiaries remain obligors and guarantors under our Term Loan and Revolving Facility, and System1 Holdings and S1 Media are not parties thereto.
This was partially offset by a $7.8 million decrease in stock-based compensation due to Replacement Awards fully vesting and a $3.5 million decrease in payroll-related expenses due to a reduction in workforce between the comparative periods. Selling, general, and administrative Selling, general, and administrative expense decreased $7.0 million, or 13% compared to the prior comparative period.
This was offset by an increase of $2.7 million in stock-based compensation related to the vesting of Tranche I stock appreciation rights, a $2.7 million increase in retention bonus expense, and a $1.5 million increase in severance expense. Selling, general, and administrative Selling, general, and administrative expense decreased $6.7 million, or -9% compared to 2024.
We focus on monetizing user traffic acquired by our Network Partners. Since launching, it has expanded to support additional advertising formats across multiple advertising platforms, and has acquired several leading websites, enabling it to control the entire flow of the user acquisition experience, while monetizing user traffic through our network of owned and operated websites.
We monetize user traffic we acquire directly from various marketing channels, across multiple advertising platforms, and have acquired several leading websites, enabling us to control user acquisition and experience, and monetize user traffic on our behalf via our network of products.
As of December 31, 2024 , we had unrestricted cash and cash equivalents of $63.6 million and $50.0 million available to borrow on our 2022 Revolving Facility. For the year ended December 31, 2024 , we had cash outflows of $75.5 million.
For the year ended December 31, 2025, we had cash inflows of $20.6 million, 57 attributable to the draw down of our revolver facility. Without the draw down of our revolver facility, we would have had cash outflows for the year ended December 31, 2025.
Net cash used for working capital was $2.9 million In the year ended December 31, 2023, cash provided by operating activities of $24.7 million resulted primarily from a net loss of $285.6 million, payment of long term earnout liabilities of $20.0 million, a decrease in accrued expenses and other current liabilities of $19.4 million and a noncash tax benefit of $22.3 million.
In the year ended December 31, 2025, cash used in operating activities of $4.1 million resulted primarily from a net loss of $81.2 million, offset by $96.0 million of non-cash items, comprised of $82.9 million depreciation and amortization expense, $11.3 million stock based compensation expense and $3.4 million shared based compensation liability.
Changes in estimates are recorded in periods when they become known.
Changes in estimates are recorded in periods when they become known. However, actual results from the resolution of such estimates and assumptions may vary from those used in the preparation of the consolidated financial statements.
For the year ended December 31, 2024, compared to prior year, sessions increased 4,487 million to 7,777 million from 3,290 million, and Network RPS decreased by approximately $0.01 to $0.01 from $0.02. The declines in Network RPS are primarily due to a mix shift to lower RPS traffic.
Products Products revenue increased $12.7 million, or 16%, for the year ended December 31, 2025 as compared to 2024, primarily due to an increase in product sessions. For the year ended December 31, 2025, compared to 2024, Products sessions increased by approximately 278.9 million to 2.2 billion from 1.9 billion while Products RPS remained flat at $0.04.
Salaries and benefits . Salaries and benefits expenses include salaries, bonuses, stock-based compensation, and employee benefits costs. Selling, general, and administrative . Selling, general, and administrative expenses consist of fees for software services, professional services, occupancy costs and travel and entertainment. These costs are expensed as incurred. Depreciation and amortization .
Amortization related to our platform is recognized over the estimated useful life of the intangible asset. 51 Salaries and benefits . Salaries and benefits expenses include salaries, bonuses, stock-based compensation, and employee benefits costs. Selling, general, and administrative .
Removed
Company Overview We operate an omnichannel customer acquisition platform, delivering high-intent customers to brands, advertisers and publishers . We provide our omnichannel customer acquisition platform services through our proprietary responsive acquisition marketing platform ("RAMP").
Added
Company Overview We operate several flagship brands across multiple consumer verticals, including shopping, travel and search, and a best-in-class customer acquisition and marketing platform powered by Artificial Intelligence ("AI") and machine learning. Our platform is omnichannel and omnivertical, delivering high-intent customers to our advertising partners to maximize their reach and effectiveness.
Removed
RAMP operates across our network of owned and operated websites, allowing us to monetize user traffic that we source from various acquisition marketing channels, including Google, Meta, Outbrain, and TikTok.
Added
Following the corporate reorganization, (a) System1 Holdings now owns 100% of S1 Holdco, LLC ("S1 Holdco"), the previous intermediate holding company with the non-controlling interests, and 100% of S1 Media, LLC ("S1 Media"), another new subsidiary formed in connection with the corporate reorganization, (b) S1 Media holds the assets and business operations associated with our Products businesses, which include CouponFollow, Startpage and MapQuest and (c) S1 Holdco holds our assets related to our Marketing businesses.
Removed
We are able to efficiently monetize user intent by linking data on consumer engagement, such as first party search data like traffic sources, device type and search queries, with data on monetization rates and advertising spend.
Added
System1 Holdings holds our remaining assets and business operations. S1 Holdco and its subsidiaries remain obligors and guarantors under our Term Loan and Revolving Facility, and System1 Holdings and S1 Media are not parties thereto. How We Assess the Performance of Our Business 50 In assessing the performance of our business, we consider a variety of performance and financial measures.
Removed
This context-enriched data, combined with our proprietary and data science driven algorithms, creates a closed-loop system that is not reliant on personally identifiable information or information obtained through third-party cookies, but which allows RAMP to efficiently match consumer demand with the appropriate advertiser or advertising experience across advertising category verticals.
Added
The key indicators of the financial condition and operating performance of the business is Gross profit. To help assess performance with this key indicator, revenue metrics we use are return on traffic acquisition cost ("RTAC"), Products sessions and Products revenue-per-session ("Products RPS"), In addition we also use Adjusted Gross Profit and Adjusted EBITDA as non-GAAP financial measures.
Removed
Operations outside the United States are subject to risks inherent in operating under different legal systems as well as various political and economic environments.
Added
We believe these non-GAAP measures provide useful supplemental information to investors to be able to better evaluate ongoing business performance. This measure is not, and should not be viewed as, a substitute for accounting principles generally accepted in the United States of America ("GAAP") financial measures. Refer to the "Revenue Metrics", "Adjusted Gross Profit" and "Adjusted EBITDA" sections below.
Removed
Among the risks are changes in existing tax laws, changes in the regulatory framework in foreign jurisdictions, data privacy laws, possible limitations on foreign investment and income repatriation, government foreign exchange controls, exposure to currency exchange fluctuations and employment laws impacting foreign employees.
Added
Other Expenses or Incomes: Other expenses or incomes consist of the following: Interest expense, net . Interest expense consists of interest on our debt and the amortization of deferred financing costs and debt discount. Interest income consists of interest earned on our cash deposits. Gain on extinguishment of tax receivable agreement liability .
Removed
We do not engage in hedging activities to mitigate our exposure to fluctuations in foreign currency exchange rates. 52 As a result of the current uncertainty in economic activity, including geopolitical developments and other macroeconomic factors such as rising interest rates, inflation and the impact of earlier supply chain disruptions, we are unable to predict the size and duration of the impact on our revenue and our results of operations.
Added
Revenue The following table presents our revenue by reportable segment (in thousands): For The Year Ended December 31, Change 2025 2024 ($) (%) Marketing $ 172,889 $ 263,388 $ (90,499) -34 % Products 93,240 80,537 12,703 16 % Total revenue $ 266,129 $ 343,925 $ (77,796) -23 % Marketing Marketing revenue decreased by $90.5 million, or -34% for the year ended December 31, 2025 as compared to 2024, primarily due to a decrease in TAC.
Removed
The Trebia Merger On June 28, 2021, we entered into a Business Combination Agreement (as amended on November 30, 2021, January 10, 2022 and January 25, 2022), ("Business Combination Agreement") by and among us, S1 Holdco, LLC ("S1 Holdco") and Total Security Limited, formerly known as Protected.net Group Limited ("Protected") .
Added
For the year ended December 31, 2025, compared to 2024, TAC decreased by approximately $85.8 million to $351.5 million from $437.3 million, primarily due to a decrease in advertising spend. The decrease in advertising spend was due to constrained availability of consumer traffic at cost-effective pricing. RTAC increased by approximately 1% to 120% from 119%.
Removed
On January 26, 2022 ("Closing Date"), we consummated the business combination ("Merger") pursuant to the Business Combination Agreement. Following the consummation of the Merger, the combined company was organized via an "Up-C" structure, in which substantially all of the assets and business operations of System1 are held by S1 Holdco.
Added
Cost of revenue Cost of revenue decreased $76.9 million, or -32% , for the year ended December 31, 2025 as compared to 2024 pri marily due to a decrease in advertising spend and agency fees which is correlated with the decrease in revenue.
Removed
Following the Merger, Trebia’s ordinary shares and Public Warrants ("Warrants") ceased trading on the New York Stock Exchange ("NYSE"), and System1, Inc.'s Class A common stock and the public warrants began trading on the NYSE on January 28, 2022 under the symbols "SST" and "SST.WS," respectively.
Added
Amortization expense for our platform recorded in cost of revenue increased $2.0 million or 4% for the year ended December 31, 2025 compared to 2024 primarily due to increased am ortization for our continued investment in developed technology and internally developed software.
Removed
Sale of Protected On September 6, 2023, we announced that we had received a non-binding indication of intent from Just Develop It Limited ("JDI"), one of our significant shareholders, which is principally owned and managed by certain members of Protected's management team ("Purchasing Parties"), related to the potential acquisition of Protected, which operated our subscription business.
Added
We exclude the following items from segment adjusted gross profit: other cost of revenue (total cost of revenue excluding traffic acquisition cost), salaries and benefits, selling, general and administrative expenses and, at times, certain other transactions or adjustments. 54 The following table presents our segment adjusted gross profit by reportable segment (in thousands): For The Year Ended December 31, Change 2025 2024 ($) (%) Marketing $ 71,486 $ 83,470 $ (11,984) -14% Products 87,703 76,598 11,105 14% Total adjusted gross profit $ 159,189 $ 160,068 $ (879) —% See the Revenue and Cost of revenue discussions above for the changes to adjusted gross profit.

… 92 more changes not shown on this page.

Other SST 10-K year-over-year comparisons