Private equity veteran Paul Levy joins ContextLogic (OTCQB: LOGC) board

Rhea-AI Filing Summary

ContextLogic Holdings Inc. announced that its Board of Directors expanded from seven to eight members and appointed private equity executive Paul S. Levy as an independent Class II director, effective March 26, 2026. He will serve on the Audit Committee and hold office until the 2027 annual stockholders meeting, unless he departs earlier. Levy has waived both cash and equity compensation under the non-employee director compensation policy, although he will be reimbursed for Board-related expenses. The company entered into its standard indemnification and nondisclosure agreements with him and affirmed there are no related-party transactions requiring disclosure. A press release on April 1, 2026 highlighted Levy’s decades of experience founding and leading JLL Partners and serving on multiple public and private company boards, which ContextLogic believes aligns with its long-term, ownership-focused business model.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Board size after change: 8 directors Effective date of appointment: March 26, 2026 Press release date: April 1, 2026 +1 more

4 metrics

Board size after change 8 directors Board increased from seven to eight members

Effective date of appointment March 26, 2026 Paul S. Levy joins as director on this date

Press release date April 1, 2026 Company publicly announced Levy’s appointment

Board class Class II Levy designated Class II director until 2027 meeting

Key Terms

independent director, Audit Committee, indemnification agreement, forward-looking statements, +1 more

5 terms

independent director financial

"the Board has appointed Paul S. Levy as an independent director"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

Audit Committee financial

"Mr. Levy was named a member of the Audit Committee"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

indemnification agreement regulatory

"The Company has also entered into its standard indemnification and nondisclosure agreements for directors"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

forward-looking statements regulatory

"This news release contains forward-looking statements within the meaning of the Safe Harbor provisions"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

emerging growth company regulatory

"Securities registered pursuant to Section 12(b) of the Act ... Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

0002064307false00020643072026-03-262026-03-26

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 26, 2026

ContextLogic Holdings Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			000-56773	27-2930953
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
2648 International Blvd., Ste 301
Oakland, California				94601
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (415) 965-8476

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On March 26, 2026, the Board of Directors (the “Board”) of ContextLogic Holdings Inc. (the “Company”) increased its size from seven to eight members and approved the appointment of Paul S. Levy to serve as a director of the Board, effective March 26, 2026 (the “Effective Date”). Mr. Levy has been designated a Class II director to hold office until the Company’s 2027 Annual Meeting of Stockholders, or until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. The Board also appointed Mr. Levy to serve as a member of the Audit Committee.

Mr. Levy has indicated he will waive receiving cash or equity compensation under the Company’s non-employee director compensation policy for his role as a director but will be reimbursed for expenses associated with attending meetings of the Board and its committees.

The Company has also entered into its standard indemnification and nondisclosure agreements for directors with Mr. Levy. There are no arrangements or understandings between Mr. Levy and any other person pursuant to which Mr. Levy was selected as a director, and there are no transactions in which the Company is a party and in which Mr. Levy has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosures.

On April 1, 2026, the Company issued a press release announcing the appointment of Mr. Levy as a director of the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company, regardless of any general incorporation language in such filing, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Form of Director Indemnification Agreement (which is included in the Purchase Agreement as Exhibit L therein).
99.1		Press release issued by ContextLogic Holdings Inc. on April 1, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			ContextLogic Holdings Inc.
Date:	April 1, 2026	By:	/s/ Mark Ward
			Mark Ward President Principal Executive Officer

Exhibit 99.1

ContextLogic Appoints Paul S. Levy to Board of Directors

OAKLAND, Calif., April 1, 2026 (GLOBE NEWSWIRE) -- ContextLogic Holdings Inc. (OTCQB: LOGC) (“ContextLogic,” the “Company,” “we” or “our”), a business ownership platform focused on acquiring and building a portfolio of high-quality, long-duration businesses, today announced that its Board of Directors (“the Board”) has appointed Paul S. Levy as an independent director.

Mr. Levy was named a member of the Audit Committee. Similar to the directors affiliated with Abrams Capital and BC Partners, Mr. Levy will be waiving any compensation for his role as a director.

Mr. Levy founded JLL Partners, a leading middle-market private equity firm, in 1988, where he has overseen investments across a wide range of industries and market cycles as a Managing Director.

“I am pleased to welcome Paul to our Board,” said Raja Bobbili, Chairman of the ContextLogic Board. “Paul brings forty years of experience partnering with management teams to build enduring businesses, exactly as we hope to do here at ContextLogic. Importantly, Paul is also a significant shareholder, reinforcing the ownership-driven culture we are building at ContextLogic.”

Mr. Levy currently serves on the board of Loar Holdings Inc., an acquisition-driven aerospace platform. He has also served on numerous public and private company boards, including as Chairman of Builders FirstSource, Inc., bringing deep experience in scaling companies and overseeing complex acquisitions.

Earlier in his career, Mr. Levy was a Managing Director at Drexel Burnham Lambert, where he led the firm’s restructuring and exchange offer business, and he has held senior executive roles including as Chief Executive Officer of Yves Saint Laurent, Inc.

“I am excited to join ContextLogic at this pivotal moment,” said Mr. Levy. “Over the course of my career, I’ve encountered very few models like this, particularly in the public markets. The Company’s focus on long-term ownership, operational autonomy, and alignment between operators and owners is both uncommon and powerful, and I look forward to helping realize its long-term potential.”

Mr. Levy holds a B.A. from Lehigh University and a J.D. from the University of Pennsylvania Law School.

About ContextLogic Holdings Inc.

ContextLogic is a publicly-traded business ownership platform established to own a collection of niche, competitively advantaged, long-duration businesses. Each business operates with meaningful autonomy under world-class management teams whose incentives are tightly aligned with those of the Company’s shareholders, supported by a governance structure that creates direct accountability between operators and owners. For more information about ContextLogic, please visit www.contextlogic.com.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, statements regarding Paul Levy’s impact at ContextLogic. In some cases, forward-looking statements can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “foresees,” “forecasts,” “guidance,” “intends” “goals,” “may,” “might,” “outlook,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “targets,” “will,” “would” or similar expressions and the negatives of those terms. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Important factors, risks and uncertainties that could cause actual results to differ materially from those forward-looking statements include but are not limited to: future financial performance; future liquidity and operating expenditures; financial condition and results of operations; enforceability of transfer restrictions and occurrence of an ownership change with the result that ContextLogic’s ability to use its net operating losses could be severely limited; future legislation resulting in ContextLogic being unable to realize the benefits of the tax attributes; ContextLogic’s ability to make use of the existing benefits of the tax attributes because ContextLogic may not generate taxable income; risks related to any future acquisition of a business or assets; currently pending or future litigation; risks if we are deemed to be an investment company under the Investment Company Act of 1940; the effect of new accounting pronouncements; competitive changes in the marketplace and other characterizations of future events or circumstances; and the other important factors discussed in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Further information on these and additional risks that could affect ContextLogic’s results is included in its filings with the Securities and Exchange Commission (“SEC”), including the Annual Report on Form 10-K for the year ended December 31, 2025 and other reports that ContextLogic files with the SEC from time to time, which could cause actual results to vary from expectations. Any forward-looking statement made by ContextLogic in this news release speaks only as of the day on which ContextLogic makes it. ContextLogic assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release.

Investor Relations:

Lucy Simon, CLHI

ir@contextlogic.com

FAQ

What did ContextLogic Holdings Inc. (LOGC) announce in this 8-K filing?

ContextLogic announced the appointment of Paul S. Levy as an independent director and Audit Committee member. The Board size increased from seven to eight, and Levy will serve as a Class II director until the 2027 annual stockholders meeting, unless a prior departure occurs.

Who is Paul S. Levy, the new ContextLogic (LOGC) board member?

Paul S. Levy is the founder and Managing Director of JLL Partners, a middle-market private equity firm. He has overseen investments across many industries, served on numerous boards, and previously held senior roles at Drexel Burnham Lambert and Yves Saint Laurent, Inc.

Will Paul S. Levy receive director compensation from ContextLogic (LOGC)?

Paul S. Levy will waive both cash and equity compensation under ContextLogic’s non-employee director compensation policy. He will, however, be reimbursed for reasonable expenses related to attending meetings of the Board and its committees, consistent with typical corporate governance practices.

What board role will Paul S. Levy have at ContextLogic (LOGC)?

Paul S. Levy will serve as an independent Class II director on ContextLogic’s Board and will also sit on the Audit Committee. His term runs until the company’s 2027 Annual Meeting of Stockholders, or until a successor is elected or he departs earlier.

Did ContextLogic (LOGC) disclose any related-party transactions involving Paul S. Levy?

ContextLogic stated there are no arrangements or understandings with other persons under which Paul S. Levy was selected, and no transactions involving the company in which he has a material interest requiring disclosure under Item 404(a) of Regulation S-K at this time.

What is ContextLogic Holdings Inc.’s business focus as described in the release?

ContextLogic describes itself as a publicly traded business ownership platform focused on acquiring and owning niche, competitively advantaged, long-duration businesses. Each operates with significant autonomy under aligned management teams supported by a governance structure emphasizing accountability between operators and shareholders.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 19.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 52.4 KB