Welcome to our dedicated page for ContextLogic Holdings SEC filings (Ticker: LOGC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
ContextLogic Holdings Inc. filings document the company’s business ownership platform, its completed acquisition of US Salt, and the governance, capital-structure, and operating disclosures associated with that transition. Its 8-K reports cover financial results, material agreements, registration rights, shareholder voting matters, changes in the independent registered public accounting firm, board composition, and Audit Committee appointments.
Proxy and registration-statement filings describe annual meeting proposals, director elections, stockholder voting mechanics, risk factors, securities registration, and ownership-related rights. The filing record also includes disclosures on operating results, financing arrangements, preferred-unit and equity-capital structure, and other material events for LOGC as an OTCQB-traded public company.
ContextLogic Holdings Inc. completed the acquisition of US Salt on February 26, 2026, for total consideration of $921.7 million, including $596.5 million in cash and $325.2 million in equity valued at $8.00 per share. Assets acquired included $396.7 million of property, plant and equipment (with $310.0 million of salt reserves) and $388.0 million of intangible assets, generating $148.0 million of goodwill.
At June 30, 2026, the company reported total assets of $968.2 million, total liabilities of $232.7 million, stockholders’ equity of $291.8 million, and noncontrolling interest of $443.7 million. A new term loan of $215.0 million under the Wilmington Trust Credit Facility is outstanding, with no borrowings on the $25.0 million revolver.
For the three months ended June 30, 2026, net sales were $33.6 million and net loss attributable to common stockholders was $6.3 million (basic and diluted loss per share of $0.14). Operating cash flow for the Successor period from February 27 to June 30, 2026 was a use of $19.8 million, driven largely by a $41.9 million deferred tax benefit and working capital movements. The company also recorded a $3.5 million accrual to settle an IPO-related securities class action.
ContextLogic Holdings Inc. reported second-quarter 2026 revenue of $33.6 million, essentially flat with $33.8 million a year earlier. A planned maintenance shutdown and trucking constraints reduced volume by 8.0%, cutting about $2.6 million of revenue, while 7.7% higher average pricing added roughly $2.4 million.
The company recorded a second-quarter net loss of $6.3 million, compared with net income of $4.7 million in the prior-year quarter, driven mainly by CLHI Corporate transaction and general and administrative costs and higher intangible amortization from the US Salt acquisition. Adjusted EBITDA declined to $10.8 million from $14.0 million, including about $2.5 million of corporate-level costs not present last year.
For the Combined first six months of 2026, Free Cash Flow was ($21.6) million versus $7.9 million in the prior-year period, reflecting $22.6 million of transaction expenses tied to the US Salt acquisition and other potential deals. Following the acquisition, total assets were $968.2 million and long-term debt was $209.4 million as of June 30, 2026.
ContextLogic Holdings Inc., through its subsidiary GCH Buyer, Inc., agreed to acquire EagleTree‑Gaylord Holdings Corp. (gChem) for $850 million in cash, subject to customary adjustments, closing conditions and regulatory approvals, including expiration or termination of the Hart‑Scott‑Rodino waiting period.
Holdings secured equity financing commitments totaling $870 million and a debt package led by Blackstone Credit & Insurance comprising a $250 million term loan and $25 million revolver. A shareholder rights offering fully backstopped at $9.00 per unit is expected to fund part of the equity; after the deal and financing, about 174 million units of ContextLogic Holdings, LLC are expected to be outstanding, with combined 2027 free cash flow projected at approximately $95–105 million.
Preliminary unaudited results for the three months ended June 30, 2026 show revenue of $33.6 million versus $33.8 million a year earlier, as a 7.7% higher average sales price offset lower volumes. Gross profit was $12.5 million versus $13.7 million, with gross margin at 37% compared with 41%.
Separately, US Salt is investigating a confirmed contaminant in a salt lot shipped in February 2026, has self‑reported to the U.S. Food and Drug Administration, and may conduct partial or full recalls; the company states these could have a material adverse effect on US Salt’s business and financial performance.
ContextLogic Holdings Inc. filed Amendment No. 2 to provide audited consolidated financial statements for its acquired subsidiary, US Salt Parent Holdings, LLC, for the years ended December 31, 2025 and 2024, audited in accordance with Public Company Accounting Oversight Board standards. US Salt, a North American evaporated salt producer, reported 2025 revenue of $132,079,041 and net income of $11,215,380, compared with 2024 revenue of $123,088,183 and net income of $5,026,526. Total assets were $407,800,173, and long-term debt consisted mainly of a $206,720,000 term loan.
Operating cash flow in 2025 was $28,088,410, with $7,583,778 invested in plant, property and equipment. A subsequent note describes ContextLogic’s February 26, 2026 acquisition of US Salt for approximately $907.5 million, funded with about $582.3 million in cash (including approximately $212.6 million from term loans and $115.0 million from a rights offering) and approximately $325.2 million in equity rollover consideration.
ContextLogic Holdings Inc. reported the results of its 2026 annual stockholder meeting. Stockholders approved an amendment to the Certificate of Incorporation to waive corporate opportunities, with 27,962,975 votes for and 1,529,295 against.
They elected Class I directors Raja Bobbili and Mark Ward to serve until the 2029 annual meeting, ratified Deloitte & Touche LLP as independent registered public accounting firm for 2026, approved on an advisory basis executive compensation for 2025, and approved a proposal to adjourn the meeting if necessary.
ContextLogic Holdings Inc. executive insider trade: CFO & COO Stewart Scott Matthew bought 10,000 shares of Common Stock in an open-market purchase. The weighted average price was $9.76 per share, with individual trades between $9.70 and $9.78. Following this transaction, he directly owns 60,000 shares.
ContextLogic Holdings Inc. director-associated entity Great Point Ventures LLC reported an open-market purchase of 12,926 shares of common stock at a weighted average price of $9.1713 per share, with individual trades between $9.15 and $9.20. Following this transaction, Great Point Ventures LLC holds 638,112 shares indirectly. Paul S. Levy is the sole manager of Great Point Ventures LLC and disclaims beneficial ownership of these securities except to the extent of any pecuniary interest.
ContextLogic Holdings Inc. director-associated entity Great Point Ventures LLC reported open-market purchases of the company’s common stock. Over June 3–5, the LLC bought a total of 99,428 shares at weighted average prices around $9 per share, based on multiple trades each day.
Following the most recent transaction, Great Point Ventures LLC held 625,186 shares of ContextLogic common stock indirectly. Director Paul S. Levy is the sole manager of the LLC, but he disclaims beneficial ownership of the securities except to the extent of any pecuniary interest through his ownership of the entity.
ContextLogic Holdings Inc. director Paul S. Levy, through Great Point Ventures LLC (GPV), reported two open-market purchases of common stock. GPV bought 18,981 shares on June 2 at a weighted average price of $9.0501 per share, and 6,712 shares on June 1 at a weighted average price of $9.0232 per share. Footnotes explain that these were executed in multiple trades within price ranges of $9.00–$9.05 and $9.04–$9.07, respectively. Following the transactions, GPV held 525,758 shares indirectly attributed to Levy, who disclaims beneficial ownership beyond any pecuniary interest in GPV.
Stewart Scott Matthew reported acquisition or exercise transactions in this Form 4 filing.
ContextLogic Holdings Inc. reported that CFO & COO Stewart Scott Matthew received a grant of 50,000 Restricted Stock Units. Each RSU represents a right to one share of common stock. The award vests in 20% annual installments over five years, subject to continued service, with settled shares delivered within 60 days after each vesting date.