Scott Stewart joins ContextLogic (OTCQB: LOGC) as new CFO and COO

Rhea-AI Filing Summary

ContextLogic Holdings Inc. announced leadership changes in its finance function. Interim Chief Financial Officer Chad Chevalier notified the company on May 29, 2026 of his intention to resign, effective June 1, 2026, and the company states his resignation is not due to any disagreement over operations, policies, or practices.

Effective June 1, 2026, Scott Stewart was appointed Chief Financial Officer and Chief Operating Officer. His employment agreement provides a base salary of $400,000 per year and eligibility for an annual bonus targeted at 37.5% of base salary, with a range of 25% to 50% based on performance. He will receive a new‑hire grant of 50,000 RSUs vesting 20% annually over five years and is eligible for annual refresh grants of at least 25,000 RSUs for up to five bonus cycles. A severance and change‑in‑control agreement offers cash severance, benefit payments, and equity vesting acceleration if he is terminated without cause or resigns for good reason, with enhanced benefits in connection with a change in control.

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

Base salary: $400,000 per year Target annual bonus: 37.5% of base salary Bonus range: 25%–50% of base salary +5 more

8 metrics

Base salary $400,000 per year Scott Stewart CFO/COO compensation under Employment Agreement

Target annual bonus 37.5% of base salary Annual Bonus target for each fiscal year of employment

Bonus range 25%–50% of base salary Minimum and maximum Annual Bonus as determined by performance

New-hire RSU grant 50,000 RSUs Appointment Grant vesting 20% annually over five years

Annual refresh RSUs ≥25,000 RSUs per year Annual Refresh Grant for up to five bonus cycles

Standard severance cash 6 months base salary Termination without cause or resignation for good reason, no change in control

Change-in-control severance cash 12 months base salary Termination without cause or for good reason around a change in control

Benefit premium severance 6–12 months of premiums Six months standard; 12 months in change-in-control scenarios

Key Terms

restricted stock units, change in control, good reason, indemnification agreement, +2 more

6 terms

restricted stock units financial

"the Board will grant Mr. Stewart a new hire award of 50,000 restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

change in control financial

"Termination in Connection with a Change in Control. Pursuant to his Severance Agreement"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

good reason financial

"if his employment is terminated by the Company without cause or he resigns for good reason"

indemnification agreement regulatory

"Mr. Stewart entered into an indemnification agreement with the Company"

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.

net operating losses financial

"ContextLogic’s ability to use its net operating losses could be severely limited"

Net operating losses are the amount by which a company’s allowable tax deductions exceed its taxable income in a given year, creating a tax loss that can be carried forward or backward to reduce taxes in other years. For investors this matters because NOLs can lower future tax payments and boost cash flow—think of them as unused tax credits a business can apply later to improve profitability and valuation or make the company more attractive in a sale or investment.

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Understanding 8-K Material Events →

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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): May 29, 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:

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	LOGC	OTCQB

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 29, 2026, Chad Chevalier, Interim Chief Financial Officer of ContextLogic Holdings Inc. (the “Company”), provided notice of his intention to resign from the Company, effective June 1, 2026. Mr. Chevalier’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

On June 1, 2026 the Company also announced the appointment of Scott Stewart, age 53, as Chief Financial Officer and Chief Operating Officer, effective June 1, 2026 (the “Effective Date”). Mr. Stewart joins the Company after serving as the Chief Financial Officer at Cantaloupe, Inc. (Nasdaq: CTLP), a technology and payments company focused on unattended retail. During his time at Cantaloupe, Mr. Stewart oversaw Cantaloupe’s finance organization, including financial strategy and operations, accounting and financial reporting, planning and analysis, tax, treasury, and investor relations. Prior to Cantaloupe, Mr. Stewart served from 2007 to 2020 with Intercontinental Exchange, Inc. (NYSE: ICE), which operates global exchanges such as the New York Stock Exchange (NYSE), and clearing houses across the globe. During his time at ICE, Mr. Stewart served in various positions, most recently as Assistant Controller, where his responsibilities included managing and overseeing the corporate accounting function, working on complex accounting matters, and working on multiple acquisitions and divestitures, most notably the acquisition of the NYSE. Prior to that, Mr. Stewart spent four years at Ernst and Young in their audit practice. A graduate of Clemson University, Mr. Stewart holds both a Bachelor of Science in Accounting and Master of Professional Accountancy. He is also a certified public accountant (currently inactive).

In connection with Mr. Stewart’s appointment and pursuant to the terms of an employment agreement entered into with Mr. Stewart (the “Employment Agreement”) and approved by the Board, Mr. Stewart will receive a base salary of $400,000 per year. Mr. Stewart is also eligible to receive an annual bonus for each fiscal year completed during his employment (the “Annual Bonus”). The target amount of the Annual Bonus will be 37.5% of the base salary, with the actual amount of any such bonus ranging from a minimum of 25% to a maximum of 50% of base salary, as determined by the Board and/or Compensation Committee in their sole discretion based on the attainment of performance goals. Mr. Stewart’s Annual Bonus for 2026 will be prorated for the period that he is employed by the Company during the year. Pursuant to the terms of the Employment Agreement, the Board will grant Mr. Stewart a new hire award of 50,000 restricted stock units (“RSUs”) of the Company’s Common Stock (the “Appointment Grant”). The Appointment Grant will vest in equal installments of 20% of the total RSUs subject to the award on each of the first through fifth anniversaries of the Effective Date, generally subject to Mr. Stewart’s continuous service. Mr. Stewart is also eligible to receive an annual award of not less than 25,000 RSUs (the “Annual Refresh Grant”) in conjunction with, and at the same time as, the payment of the Annual Bonus for up to five consecutive annual bonus cycles following the Effective Date, subject to Mr. Stewart’s continuous service.

During Mr. Stewart’s employment, the Company will also pay 100% of his monthly premium costs for health and welfare benefits for Mr. Stewart and his eligible family members.

Additionally, in connection with his Employment Agreement, Mr. Stewart entered into an Executive Severance and Change in Control Agreement with the Company (the “Severance Agreement”) providing for the following benefits:

Termination Not in Connection with a Change in Control. Pursuant to his Severance Agreement, Mr. Stewart is eligible to receive a lump sum cash payment equal to six months of his base salary and an additional lump sum cash payment equal to six months of his benefit premiums if his employment is terminated by the Company without cause or he resigns for good reason, and such termination is not in connection with a change in control. In addition, unless the terms of an equity grant state otherwise, Mr. Stewart would also be entitled to accelerated vesting of any unvested time-based equity grants that would otherwise have vested within 12 months after his termination date.

Termination in Connection with a Change in Control. Pursuant to his Severance Agreement, Mr. Stewart is eligible to receive a lump sum cash payment equal to 12 months of his base salary, an additional lump sum cash payment equal to 12 months of his benefit premiums, and full acceleration of any unvested time-based equity awards if his employment is terminated by the Company without cause or he resigns for good reason, in either case within three months prior to or 12 months after a change in control.

The receipt of the severance benefits described above is subject to Mr. Stewart’s execution of the Company’s then-standard general release of claims.

In addition, Mr. Stewart entered into an indemnification agreement with the Company in substantially the form entered into with other officers of the Company.

The foregoing descriptions of the Employment Agreement and the Severance Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 10.2 and 10.3 hereto and incorporated herein by reference.

Item 7.01 Regulation FD Disclosures.

On June 1, 2026, the Company issued a press release announcing the appointment of Mr. Stewart. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 7.01. As provided in General Instruction B.2. to Form 8-K, the information furnished in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Form of Indemnification Agreement
99.1		Press release issued by ContextLogic Holdings Inc. on June 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:	June 1, 2026	By:	/s/ Mark Ward
			Mark Ward President Principal Executive Officer

Exhibit 99.1

ContextLogic Holdings Inc. Announces
Scott Stewart as Chief Financial Officer & Chief Operating Officer

OAKLAND, Calif., June 01, 2026 (GLOBE NEWSWIRE) -- ContextLogic Holdings, Inc. (OTCQB: LOGC) (“ContextLogic,” the “Company,” “we” or “our”) announced the appointment of Scott Stewart as its Chief Financial Officer and Chief Operating Officer, effective June 1, 2026.

Mr. Stewart joins ContextLogic with a career built around exactly what the Company needs: acquiring businesses, integrating them cleanly, and building the financial infrastructure to support them in a public company context.

Most recently, Mr. Stewart served as CFO of Cantaloupe, Inc. (Nasdaq: CTLP), a technology and payments company. He joined Cantaloupe in 2020 as Chief Accounting Officer, tasked with rebuilding Cantaloupe’s accounting function and controls, and was promoted to CFO in 2022 to lead the full finance organization — including financial reporting, planning and analysis, tax, treasury, and investor relations.

Prior to Cantaloupe, Mr. Stewart spent 13 years with Intercontinental Exchange, Inc., a Fortune 500 company that owns equity and commodity exchanges, most notably the New York Stock Exchange (NYSE), as well as various clearing houses across the globe. During his tenure at ICE, Mr. Stewart held various positions, most recently as Assistant Controller, where he managed corporate accounting, navigated complex technical accounting matters, and supported more than 30 acquisitions and integrations over his tenure — including the landmark acquisition of the NYSE.

Earlier in his career, Mr. Stewart spent four years at Ernst & Young in their audit practice. Mr. Stewart holds a Bachelor of Science in Accounting and a Master of Professional Accountancy from Clemson University.

“We are thrilled to welcome Scott to ContextLogic,” said Mark Ward, President of ContextLogic Holdings Inc. “As we build our portfolio of businesses, having someone who can run the financial and operational engine of the ownership platform is essential. Scott brings exactly the right experience and skillset.”

About ContextLogic Holdings Inc.

ContextLogic Holdings Inc. 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 its 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 the Company’s plans to acquire businesses, integrate them and build financial infrastructure to support them and the impact of Mr. Stewart on the financial and operational aspects of the Company’s ownership platform. 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 leadership change did ContextLogic (LOGC) disclose in this 8-K?

ContextLogic reported that Interim CFO Chad Chevalier plans to resign effective June 1, 2026. The company simultaneously appointed Scott Stewart as its new Chief Financial Officer and Chief Operating Officer, consolidating financial and operational leadership roles under one executive.

Who is Scott Stewart, the new CFO and COO of ContextLogic (LOGC)?

Scott Stewart is an experienced finance executive who previously served as CFO of Cantaloupe, Inc. and spent 13 years at Intercontinental Exchange. His background includes corporate accounting, complex technical accounting, and supporting more than 30 acquisitions and integrations.

What is Scott Stewart’s compensation package at ContextLogic (LOGC)?

Scott Stewart will receive a base salary of $400,000 per year and an annual bonus targeted at 37.5% of base salary. His actual bonus can range from 25% to 50% of base salary, subject to performance goals set by the board or compensation committee.

What equity awards will Scott Stewart receive from ContextLogic (LOGC)?

Stewart will receive a new hire grant of 50,000 restricted stock units vesting in 20% annual installments over five years. He is also eligible for an annual refresh grant of at least 25,000 RSUs for up to five bonus cycles, contingent on continued service.

What severance protections does ContextLogic (LOGC) provide to Scott Stewart?

If terminated without cause or he resigns for good reason, Stewart can receive cash equal to six months of base salary and six months of benefit premiums. In a qualifying change in control situation, those amounts increase to 12 months, with full acceleration of unvested time-based equity awards.

Did ContextLogic (LOGC) indicate any disagreement behind the CFO resignation?

The company stated that Interim CFO Chad Chevalier’s resignation is not the result of any disagreement with ContextLogic on operations, policies, or practices. This language is intended to clarify that no reported dispute underlies his decision to leave.

Filing Exhibits & Attachments

3 documents

Press Releases

• EX-99.1 EX-99.1 18.6 KB

Agreements & Contracts

• EX-10.1 EX-10.1 138.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 53.7 KB