System1 (SST) Investor update summary

Debt Restructuring and Capital Structure

• Entered a debt exchange agreement replacing $302.6M of debt with a $150M term loan maturing in January 2031, reducing total indebtedness by over $160M year-to-date, with all existing lenders participating.

• Issuing $39.25M in preferred stock convertible at $10.40/share with a 7% dividend, subject to shareholder approval, and a one-time $31.4M cash payment to lenders; transaction expected to close in Q3 2026.

• New loan features minimal amortization, SOFR +5% interest, and up to half interest can be PIK at SOFR +5.5%.

• Legal disputes with lenders will be dismissed as part of the agreement.

• Proxy statement and related documents will be filed with the SEC; investors are encouraged to review all filings.

Strategic Business Focus and Operational Updates

• Reduced marketing activities tied to search monetization, especially those dependent on Google, due to policy changes and product volatility.

• Shifted focus to supporting partner networks by licensing the platform to smaller operators, diversifying revenue sources, and increasing margins.

• Core products (CouponFollow, MapQuest, Startpage) are market leaders with proprietary data valuable for AI applications.

• Priorities include accelerating core audience growth, deepening engagement with new features/subscriptions, and pursuing AI-driven opportunities.

• Expect challenging YoY comparisons in 2026 but target sequential EBITDA improvement each quarter.

Product Development and AI Opportunities

• CouponFollow's validated promo codes and MapQuest's geolocation data are positioned as key assets for agentic commerce and AI infrastructure.

• Startpage addresses both anti-AI consumer sentiment and AI-forward data needs.

• Actively developing new subscription products for MapQuest and CouponFollow, and testing new AI-enabled apps like Joybox.

• Early efforts underway to monetize proprietary data through licensing and agentic data products.

• Product development cycles have accelerated, with new products moving from concept to market in weeks rather than months.