System1, Inc. FY 2026 Earnings Call

Good morning, ladies and gentlemen. It's my pleasure to welcome you to the 2026 Annual Meeting of Stockholders of System1, Inc., our third annual stockholders meeting as a public company, excuse me, fourth. I'm Tridivesh Kidambi, the company's CFO, and will serve as chairman of the annual meeting. In accordance with our bylaws, I will act as chairman of this meeting, and Daniel Weinrot, our general counsel and corporate secretary, will act as secretary and inspector of elections. Please note, this virtual annual meeting is being recorded. I would also like to announce the Class I members of the company's board of directors who are up for re-election today. Michael Blend. Mr. Blend is a co-founder of System1 and has served as our CEO and chairman of the board since the consummation of our de-SPAC merger transaction in January 2022.

Mr. Blend has served on our board of directors, including our predecessor entities, since September 2013 and has been nominated by the board to serve a new three-year term. Assuming approval by the stockholders today, his term would continue for three more years. Caroline Horn. Ms. Horn has been a partner on the talent network team at Andreessen Horowitz since 2012. Ms. Horn has served on our board of directors since January of 2022 in connection with the closing of our business combination and has been nominated by the board to serve another three-year term. Assuming approval by the stockholders today, her term would continue for three more years. Taryn Naidu. Mr. Naidu has served as a partner and chief operating officer at Arrington Capital since August of 2023.

Mr. Naidu has served on our board of directors since August 2023 and has been nominated by the board to serve a new three-year term. Assuming approval by the stockholders today, his term would continue for three more years. After the polls are closed for the business to be conducted at this annual meeting, we will take a few minutes while the votes are being tabulated by the Inspector of Elections. At the conclusion of this tabulation, voting results will be announced. We will officially adjourn the meeting, and if appropriate, address and/or answer any properly and validly submitted questions. Each of you should have virtually registered when entering the online portal as you entered this virtual annual meeting.

If there are any stockholders who are not able to properly log in as a shareholder, please let us know at this time by indicating in the comment section of the online portal. Upon entering the virtual annual meeting, you are able to view the agenda for the annual meeting. To conduct an orderly meeting, we will request and require that all participants abide by a set of rules of conduct, which can be made available upon request. As stated in the rules of conduct, stockholders are not permitted to directly address the meeting or other participants. Should you desire to submit a question, please submit the question via the question submission box online. Will the secretary please report at this time with respect to the mailing of the notice of meeting and stockholders list?

I have at this meeting a complete list of the stockholders of record of the company's common stock on June 18th, 2026, the record date for this meeting. I also have an affidavit of an authorized representative, Broadridge Financial Solutions, Inc., certifying that on June 22nd, 2026, a notice of annual meeting of stockholders of the company was either sent by United States Mail or email to all stockholders of record at the close of business on June 18th, 2026. Further, I am hereby duly authorized by the board to serve as the Inspector of Elections at this annual meeting. I've taken and subscribed the customary oath of office to execute my duties with strict impartiality, which will be filed with the records of the annual meeting.

This function is to determine the qualification of voters, accept their votes, and when balloting on all matters is completed, to tally the ballots cast as to each matter presented for consideration before the stockholders of the company today. As the secretary of the annual meeting, I will now report or confirm at this time with respect to the existence of a quorum to continue with the matters before the stockholders at this meeting. I have determined that based on the number of proxies received to date, a quorum is present and the business before the stockholders at this meeting can proceed.

Thanks, Daniel. I hereby declare this annual meeting of stockholders is called to order and duly constituted for the transaction of all business properly brought before the stockholders at this meeting, as set forth in the notice of annual meeting and proxy statement previously made available to all of our stockholders. If there are any additional proxies to be submitted to the Inspector of Elections at this time, please indicate where appropriate, and we will confirm receipt of any such online proxies and deliver them to the Inspector of Elections.

None have been submitted. Okay.

We will now proceed with the formal business of this annual meeting. The matters to be voted on at this meeting are described in our annual proxy statement. We will vote after all three proposals have been presented. There are three proposals to be considered and voted on by our stockholders at this annual meeting. They are the following. A, proposal one, to approve, for purposes of complying with the New York Stock Exchange listing rules, the issuance of shares of Series A cumulative convertible preferred stock. Proposal two, to re-elect three Class I directors to the company's board of directors for a three-year term to serve until the annual meeting of the company's stockholders to be held in 2029 or until their successors are duly elected and qualified.

Proposal three, to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31st, 2026. The time is now 11:07 A.M. on Wednesday, July 22nd, 2026, the polls are now open for voting on all matters presented to stockholders. The polls will be closed to voting after we go through the matters to be voted on at this annual meeting. The first item to be voted on is the approval for purposes of complying with the New York Stock Exchange listing rules of the issuance of shares of Series A cumulative convertible preferred stock that the company intends to issue to its existing lenders pursuant to a stock purchase agreement in connection with the transactions contemplated by its previously disclosed exchange agreement transaction with its existing lenders.

The board of directors unanimously recommends that the stockholders vote for the approval of the planned issuance of the 39,250 shares of Series A cumulative convertible preferred stock. Are there any questions on this proposal? There being no questions, we will move to the next proposal. The second item to be considered is the reelection of our Class 1 directors. Each Class 1 director, if elected, will be elected to a three-year term to serve until the annual meeting of the company stockholders to be held in 2029, or until their successors are duly elected and qualified. The following three individuals, who are currently members of our board of directors, have been nominated by our nominating and corporate governance committee to stand for reelection: Mr. Michael Blend, Ms. Caroline Horn, and Mr. Taryn Naidu.

The board of directors unanimously recommends that the stockholders vote for the election of each of the nominated directors to serve another three-year term. Are there any questions with respect to this proposal of the directors nominated for reelection? There being no questions, we will move to the next proposal. The third item to be voted on is the ratification of the board's selection of Deloitte & Touche LLP to serve as our independent registered public accounting firm for fiscal year ending December 31st, 2026. Deloitte & Touche is represented today in the virtual audience by Mr. Greg Bono, partner in their audit assurance partner group. Deloitte & Touche has acted as the company's auditor since 2024. The board of directors unanimously recommends that the stockholders vote for the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the company.

Are there any questions on this proposal? There being no questions, we will proceed to voting.

The polls are now open, and we will now allow a vote on the three proposals that the chairman of the meeting has just presented. Voting is to occur by proxy or in person by written ballot. Stockholders in virtual attendance who have already voted by proxy need not vote again in person unless they wish to change their vote. If any stockholder virtually present, whether or not you have previously submitted a vote by proxy, now wish to vote in person, ballots are available via the Broadridge Virtual Shareholder Meeting. If you have not already voted or you wish to change your vote, please complete an online ballot. Each ballot must be submitted by the stockholder voting or by his or her proxy and must state or indicate the number of shares voted.

After all online ballots have been completed, they will be confirmed by the Inspector of Elections for this meeting, and your name will be registered as voting in person. Each share of Class A and Class C common stock is entitled to one vote, collectively voting as a single class. We will now wait a moment to confirm that everyone has had an opportunity to cast his or her ballot. The time is now 11:11 A.M., and the polls are now closed for voting. We will now take a minute while the votes are being counted.

May we have the results of the voting?

I have determined in my capacity as the Inspector of Elections in which I have completed the preliminary vote count and have determined that there were sufficient votes in favor of all three proposals as recommended by the board of directors. The report of the Inspector of Elections covering the three proposals presented to the stockholders at this annual meeting is as follows: The proposal to submit for approval the proposed issuance for purposes of complying with the New York Stock Exchange listing rules of 39,250 shares of Series A cumulative convertible preferred stock is approved. The proposal to reelect Mr. Blend, Ms. Horn, and Mr. Naidu, the Class 1 director nominees, as Class 1 directors of the company is approved. The proposal to ratify the appointment of Deloitte as the company's independent registered public accounting firm is approved.

As the Inspector of Elections, I will make a final report that will be included as part of the record of this meeting. The final voting results will be filed with the Securities and Exchange Commission on Form 8-K within four business days of this annual meeting. The voting results can also be obtained before that date by writing to me in my capacity as Secretary of the Company.

At this time, there is no other business to come before this meeting. As we have no other business to conduct at this meeting, this concludes the formal portion of our annual stockholders meeting. As there are no objections to closing the meeting, the annual meeting is now closed and is adjourned at 11:13 A.M. If you have a valid question, please submit it online via the online portal. We will respond to such questions as appropriate. Okay. Thank you for attending this year's annual stockholders meeting. We hope you share our excitement about System1 and look forward to meeting with you again next year.