Tridivesh Kidambi - 28 Jul 2025 Form 4 Insider Report for System1, Inc. (SST)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
30 Jul 2025, 19:41:34 UTC
Prior SEC filing
17 Jul 2025
Next SEC filing
17 Oct 2025
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Daniel Weinrot, Attorney-in-Fact for Tridivesh Kidambi

Key filing fact

Tridivesh Kidambi filed Form 4 for System1, Inc. (SST) on 30 Jul 2025.

Key facts

  • This page summarizes Tridivesh Kidambi's Form 4 filing for System1, Inc. (SST).
  • 3 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 30 Jul 2025, 19:41.

Change

  • Previous filing in this sequence was filed on 17 Jul 2025.
  • Current net transaction value: -$1,682.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001906862 Primary reporting owner

Kidambi Tridivesh

Relationship
Chief Financial Officer
Address
4235 REDWOOD AVE, LOS ANGELES
Signature
/s/ Daniel Weinrot, Attorney-in-Fact for Tridivesh Kidambi
Signature date
30 Jul 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

SST transaction

Class A Common Stock

Tax liability

Transaction value
$1,682
Shares
-224
Change %
-0.31%
Price
$7.51
Shares after
71,124
Date
28 Jul 2025
Ownership
Direct
Footnotes
F1, F2
SST transaction

Class A Common Stock

Award

Transaction value
$0
Shares
+50,000
Change %
+70%
Price
$0.000000
Shares after
121,124
Date
29 Jul 2025
Ownership
Direct
Footnotes
F3, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

SST transaction Derivative

Stock Appreciation Rights

Award

Transaction value
$0
Shares
+20,000
Change %
+38%
Price
$0.000000
Shares after
72,000
Date
29 Jul 2025
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
20,000
Exercise price
$7.09
Footnotes
F5, F6, F7
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 7 footnotes

Footnote F1

Upon the vesting of 625 restricted stock units ("RSUs") previously granted to the reporting person, the Company withheld 224 shares to cover the reporting person's tax withholding obligation with respect to the vesting of such RSUs.

Footnote F2

Includes 6,276 unvested RSUs.

Footnote F3

The Reporting Person was granted 50,000 restricted stock units ("RSUs") in connection with his continued employment with System1, Inc. ("SST"). Each RSU represents the right to receive one share of SST Class A Common Stock upon vesting. Subject to the continued employment of Mr. Kidambi through the applicable vesting date, one-third of the RSUs will vest on July 15, 2026, and the remaining two-thirds will vest in 8 substantially equal quarterly installments on each quarterly anniversary thereafter.

Footnote F4

Includes 56,276 unvested RSUs.

Footnote F5

These stock appreciation rights (the "SARs") were granted to the Reporting Person pursuant to the System1, Inc. 2024 Stock Appreciation Rights Plan, as amended (the "Plan") and a corresponding Stock Appreciation Rights Grant Notice and Award Agreement between System1, Inc. (the "Issuer") and the Reporting Person. The SARs reported on this Form 4 represent the right to receive (at the Issuer's discretion), upon exercise of the SARs by the Reporting Person, a payment in either (x) Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") or (y) cash, in the amount equal to the number of shares of Class A Common Stock underlying the number of SARs being exercised multiplied by the excess of the fair market value of one share of Class A Common Stock on (i) the date the SARs are exercised, and (ii) $7.09, the Issuer's closing price on July 29, 2025 (the date the SARs were granted, the "Grant Date").

Footnote F6

These Stock Appreciation Rights (the "SARs") were granted to the Reporting Person on July 29, 2025 under the System1, Inc. 2024 Stock Appreciation Rights Plan, as amended (the "Plan") and vest (i) 25% (or 5,000 SARs) upon the Issuer first achieving trailing twelve month Adjusted EBITDA ("TTM Adjusted EBITDA") of $50.0 million after the date of grant, (ii) 25% (or 5,000 SARs) upon the Issuer first achieving TTM Adjusted EBITDA of $55.0 million after the date of grant, (iii) 25% (or 5,000 SARs) upon the Issuer first achieving TTM Adjusted EBITDA of $60.0 million after the date of grant and (iv) 25% (or 5,000 SARs) upon the Issuer first achieving TTM Adjusted EBITDA of $65.0 million after the date of grant, in each case, subject to the terms of the Plan and an award agreement entered into between the Reporting Person and the Issuer pursuant to the Plan.

Footnote F7

Represents the total number of SARs held by the Reporting Person after the Issuer's completion of a 1-for-10 reverse stock split that occurred on June 11, 2025.

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