ContextLogic (NASDAQ: LOGC) buys gChem in $850 million cash acquisition
Rhea-AI Filing Summary
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.
Positive
- ContextLogic agreed to acquire specialty chemicals producer gChem for $850 million in cash, adding a second operating business and projecting combined 2027 free cash flow of approximately $95–105 million.
- Financing for the Transaction is supported by $870 million of equity commitments, a $250 million term loan, a $25 million revolver and a fully backstopped rights offering at $9.00 per unit, providing substantial funding visibility.
Negative
- US Salt is investigating a confirmed contaminant in a February 2026 salt lot and may conduct partial or full recalls, which the company states could have a material adverse effect on US Salt’s business and financial performance.
Filing Explained
The August 4 agreement is signed but not closed; proposed equity financing could increase units, while rights-offering terms and regulatory clearance remain outstanding.
ContextLogic signed the
The financing package includes
If additional shares are issued, the total share count would rise and an existing holder’s percentage ownership would fall absent offsetting changes; the filing projects about 174 million Holdings LLC units after the transaction and related equity financing.
The agreement may terminate if closing has not occurred by
For US Salt, no adverse events have been reported and expanded testing of historic and current retained lots found no positive contamination tests, while the investigation continues and a partial or full recall remains possible.
The preliminary financial figures for the three months ended
8-K Event Classification
Key Figures
Key Terms
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
rights offering financial
Type II Drug Master File regulatory
dimethyl sulfoxide technical
free cash flow financial
non-GAAP financial measure financial
Earnings Snapshot
For the full year ending December 31, 2027, the combined business is expected to generate approximately $95 million to $105 million of free cash flow after giving effect to the Transaction and related equity financing.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What acquisition did ContextLogic (LOGC) announce, and for what price?
How will ContextLogic (LOGC) finance the gChem acquisition?
What preliminary Q2 2026 results did ContextLogic (LOGC) provide?
What free cash flow does ContextLogic (LOGC) expect after the gChem deal?
What is the US Salt contamination issue disclosed by ContextLogic (LOGC)?
What is ContextLogic (LOGC)’s proposed rights offering?
When is the ContextLogic (LOGC)–gChem transaction expected to close?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: ( |
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:
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 |
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 1.01. Entry into a Material Definitive Agreement.
Purchase Agreement
On August 4, 2026, ContextLogic Holdings, LLC, a Delaware limited liability company (“Holdings”), of which ContextLogic Holdings Inc. (OTCQB: LOGC) (“ContextLogic,” or the “Company”) is the managing member, entered into a Stock Purchase Agreement (the “Purchase Agreement”) with EagleTree-Gaylord Management Investment, L.P., a Delaware limited partnership (“Seller”), EagleTree-Gaylord Holdings Corp., a Delaware corporation (the “Target Company”), and GCH Buyer, Inc., a Delaware corporation and indirect, wholly-owned subsidiary of Holdings (“Buyer”). The Purchase Agreement provides that, following satisfaction or waiver of certain conditions, Buyer will purchase from Seller all of the outstanding shares (other than certain rollover shares) of the Target Company (the “Transaction”) for $850 million in cash, subject to customary adjustments.
The consummation of the Transaction is subject to the satisfaction of certain customary closing conditions, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) and the absence of certain legal restraints on completion of the transaction. Each of Buyer’s and Seller’s obligations to complete the Transaction are subject to certain customary conditions, including: (i) the accuracy of the representations and warranties of the other party, subject to applicable materiality or material adverse effect standards; (ii) compliance of the other party with its covenants in all material respects; (iii) the absence of a material adverse effect on the Target Company; and (iv) execution of certain ancillary agreements in accordance with the Purchase Agreement. The Purchase Agreement contains representations, warranties and other covenants made by each of Buyer and Seller that are customary for transactions of this nature.
The Purchase Agreement may be terminated prior to the consummation of the Transaction by the mutual written consent of Buyer and Seller and in certain other circumstances, including if closing has not occurred on or prior to May 1, 2027 (the “Outside Date”), subject to an automatic extension to June 30, 2027, as of the Outside Date, if HSR clearance has not yet been obtained and the other closing conditions have been satisfied or are capable of being satisfied at closing.
The foregoing description of the Purchase Agreement and the Transactions is only a summary of the material terms, does not purport to be complete, and is qualified in its entirety by reference to the Purchase Agreement, which is filed herewith as Exhibit 2.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein. It is not intended to provide any other factual information about Buyer, Seller, the Target Company, the Company, their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the Transaction. The Purchase Agreement contains representations, warranties and covenants that the parties made to each other as of the date of the Purchase Agreement or other specific dates. The representations, warranties, covenants and agreements contained in the Purchase Agreement, which were made only for purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the Securities and Exchange Commission (the “SEC”). Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Purchase Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Purchase Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Financing of the Transaction
In connection with its entry into the Purchase Agreement, Holdings obtained (i) equity financing commitments from certain investors, including BCP Special Opportunities Fund III Originations LP, Abrams Capital Partners I, L.P., Abrams Capital Partners II, L.P. and Whitecrest Partners, LP, for an aggregate of $870 million and (ii) a debt financing commitment led by Blackstone Credit & Insurance, comprising a $250 million term loan and a $25 million revolving credit facility, which will be used to finance the consideration due under the Purchase Agreement and related fees and expenses, subject to the terms and conditions set forth in the related equity and debt commitment letters.
A portion of the equity financing is expected to be provided by, and the equity financing commitments may be offset by, a proposed rights offering by the Company (the “Rights Offering”). The record date, subscription ratio, expiration date and other terms of the Rights Offering will be described in a registration statement, including a prospectus, to be filed with the SEC. Any offer of the subscription rights or the securities issuable upon exercise of the subscription rights will be made only by means of the prospectus forming part of the registration statement, once such registration statement is declared effective.
In addition, the Transaction includes a rollover of Target Company shares, directly or indirectly into Holdings equity, by MFR Holdings, L.L.C., an entity affiliated with the Target Company’s chief executive officer.
Item 2.02. Results of Operations and Financial Condition.
The Company has presented below certain preliminary estimated financial information as of and for the three months ended June 30, 2026 based on currently available information. The Company has not finalized its results for the periods presented below. The preliminary estimated financial information presented below as of and for the three months ended June 30, 2026 is unaudited. Neither the Company's independent accountants, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the preliminary second quarter financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information, and assume no responsibility for, and disclaim any association with, the preliminary second quarter financial information. These preliminary estimates should not be regarded as a representation by the Company as to its actual financial results for the periods presented below as of and for the three months ended June 30, 2026. The preliminary estimated financial information presented below is inherently uncertain, is subject to change as the Company completes its closing procedures and review, and the Company’s actual financial results may materially differ from such preliminary estimates.
Revenue: Preliminary estimated revenue for the three months ended June 30, 2026 was $33.6 million, essentially flat compared to $33.8 million for the three months ended June 30, 2025. We experienced lower sales volume in the quarter, partially offset by higher average sales prices. The average sales price for the three months ended June 30, 2026 was 7.7% higher than that of same period in the prior year, which generated approximately $2.4 million of additional revenue. Overall volume during the three months ended June 30, 2026 decreased 8.8 thousand tons, or 8.0%, compared with same period in 2025, resulting in an approximately $2.6 million reduction in revenue. The decrease in tons sold was primarily attributable to a planned maintenance shutdown in the second quarter of 2026 that was not performed in the prior year and transportation constraints related to limited trucking availability that limited shipments during the quarter.
Gross Profit: Gross profit for the three months ended June 30, 2026 was $12.5 million, a decrease of $1.2 million compared to the three months ended June 30, 2025. The decrease is primarily attributable to lower sales volumes and fixed cost absorption, offset by higher average sales prices. The Gross profit figures include $2.7 million and $3.2 million of non-cash depreciation in the three months ended June 30, 2026 and 2025 periods, respectively.
|
|
Successor |
|
|
Predecessor |
|
||
|
|
Three Months Ended June 30, 2026 |
|
|
Three Months Ended June 30, 2025 |
|
||
|
|
(in millions) |
|
|
(in millions) |
|
||
Net Sales |
|
$ |
33.6 |
|
|
$ |
33.8 |
|
Gross Profit |
|
12.5 |
|
|
13.7 |
|
||
Gross Margin |
|
|
37 |
% |
|
|
41 |
% |
Item 7.01. Regulation FD Disclosure.
On August 5, 2026, ContextLogic issued a press release announcing the Transaction. A copy of the press release announcing the Transactions is furnished as Exhibit 99.1 hereto.
On August 5, 2026, ContextLogic, together with representatives from Seller and the Target Company, conducted an investor call and investor presentation to discuss the Transaction (the “Investor Presentation”). A copy of the investor presentation is furnished as Exhibit 99.2 and is incorporated by reference into this Item 7.01.
The information in this Item 7.01 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Item 8.01. Other Events.
US Salt Parent Holdings LLC (“US Salt”) is conducting an investigation associated with a confirmed report of contaminant in a production lot of salt shipped in February 2026. Although not legally required to do so, US Salt has self-reported this matter to the U.S. Food and Drug Administration. US Salt has implemented additional measures to further reduce the risk of contamination, has enhanced in-process testing, and has retained third party consultants to support its root cause investigation and advise on best practices. There have been no reported adverse events associated with this matter. There also have been no positive tests of contamination detected in US Salt’s expanded testing of both its historic and current retained lots. It is possible that US Salt may issue a partial or full recall of one or more lots of its salt. Any recalls by US Salt or US Salt customers could have a material adverse effect on US Salt’s business and financial performance, including due to direct and indirect costs of a recall, the destruction of product inventory and production delays
to investigate, identify, and address the underlying cause of a recall, liability to customers related to a recall, reduced sales of US Salt’s products, and adverse publicity that harms US Salt’s brand and reputation.
Forward-looking Statements
This communication includes forward-looking statements, including statements relating to the potential transaction, such as the expected funding and time period to consummate the potential transaction and the anticipated benefits of the potential transaction, the impact of the contaminant in US Salt’s lot of pharmaceutical salt and future recalls and preliminary estimates of certain financial information, including revenue and gross profit, for the three months ended June 30, 2026. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “predict,” “should,” “will,” “expect,” “potential,” “project,” “proposed,” “forecast,” “goal,” “target,” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances.
These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include the risks discussed in our filings with the SEC and the following: the risk that regulatory approvals are not obtained or are obtained subject to conditions that are not anticipated; potential delays in consummating the potential transaction, including as a result of regulatory approvals; ContextLogic’s ability to integrate the operations of the Target Company’s business in a successful manner and in the expected time period; the possibility that any of the anticipated benefits of the potential transaction will not be realized or will not be realized on the anticipated terms and within the expected time period; the occurrence of any event, change or other circumstance that could give rise to the termination of the Purchase Agreement; risks that the anticipated tax treatment of the potential transaction is not obtained; unforeseen or unknown liabilities; customer, regulatory and other stakeholder approvals and support; unexpected future capital expenditures; potential litigation relating to the potential transaction that could be instituted against ContextLogic or its directors; the possibility that the potential transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the effect of the announcement, pendency or completion of the potential transaction on the parties’ business relationships and business generally; risks that the potential transaction disrupts current plans and operations of ContextLogic and potential difficulties in employee retention and hiring as a result of the potential transaction, as well as the risk of disruption of ContextLogic’s or the Target Company’s management, including the diversion of management’s time and attention to completion of the potential transaction and integration matters, and business disruption during the pendency of, or following, the potential transaction; certain restrictions during the pendency of the potential transaction that may impact ContextLogic’s and the Target Company’s ability to pursue certain business opportunities or strategic transactions; negative effects of this announcement, and the pendency or completion of the potential transaction on the market price of ContextLogic’s common stock and/or operating results; rating agency actions and ContextLogic’s ability to access short- and long-term debt and equity markets on a timely and affordable basis; the risk that actual results of the Target Company’s business may differ materially from preliminary results; the cost and reputational impact caused by any US Salt product recalls; future financial performance; future liquidity and operating expenditures; financial condition and results of operations; the risk that the actual results for the quarter ended June 30, 2026 may differ materially from our preliminary estimates as a result of changes to assumptions and estimates, the completion of review of internal controls over financial reporting or other quarter-end and year-end procedures; and the risks described in Part I, Item 1A “Risk Factors” of ContextLogic’s Annual Report on Form 10-K for the year ended December 31, 2025 and in its subsequent filings with the SEC. All forward-looking statements set forth in this communication are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on us or our business or operations. Forward-looking statements set forth in this communication speak only as of the date hereof, and we do not undertake any obligation to update forward-looking statements to reflect subsequent events or circumstances, changes in expectations or the occurrence of unanticipated events, except to the extent required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
|
Description |
2.1* |
|
Stock Purchase Agreement, dated August 4, 2026, by and among ContextLogic Holdings, LLC, EagleTree-Gaylord Management Investment, L.P., EagleTree-Gaylord Holdings Corp. and GCH Buyer, Inc. |
99.1 |
|
ContextLogic Press Release Announcing Transaction, dated August 5, 2026 |
99.2 |
|
Investor Presentation, dated August 5, 2026 |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will provide a copy of such omitted materials to the SEC or its staff upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
ContextLogic Holdings Inc. |
|
|
|
|
Date: |
August 5, 2026 |
By: |
/s/ Mark Ward |
|
|
|
Mark Ward |
Exhibit 99.1
ContextLogic to Acquire gChem for $850 Million
OAKLAND, Calif., August 5, 2026 (GLOBE NEWSWIRE) — ContextLogic Holdings Inc. (OTCQB: LOGC) ("ContextLogic") today announced that ContextLogic Holdings, LLC and its newly formed subsidiary GCH Buyer, Inc. have entered into a definitive agreement to acquire the holding company of Gaylord Chemical, L.L.C. and its subsidiaries (collectively, "gChem") from investment funds managed by EagleTree Capital ("EagleTree") and their co-investors. The transaction values gChem at an enterprise value of $850 million (the "Transaction").
Upon closing, gChem will become ContextLogic's second operating business, following the acquisition of US Salt in February 2026.
A Long-Duration Specialty Chemicals Business
gChem is a specialty chemicals company headquartered in Covington, Louisiana whose products are used in critical applications across the pharmaceuticals, semiconductors, agricultural chemicals, performance chemicals and aerospace fields. The company pioneered the commercial dimethyl sulfoxide ("DMSO") industry and has been serving customers, many pursuant to decades long relationships, for more than sixty years.
DMSO is a versatile specialty solvent valued for its effectiveness, purity, and favorable environmental and toxicological profile relative to many alternative solvents.
gChem's products are frequently qualified or specified into customer processes and formulations under demanding technical and regulatory standards. Procipient®, the company's pharmaceutical-grade DMSO, is supported by an active Type II Drug Master File with the U.S. Food and Drug Administration.
gChem operates a highly automated, vertically integrated manufacturing complex in Tuscaloosa, Alabama. The facility is fully back-integrated into its basic building blocks, all domestically sourced, and has long-term arrangements with key suppliers. gChem manufactures its own critical precursors on site and brings deep application expertise to customers working to replace toxic materials in their processes. The company's position is built on proprietary purification and manufacturing process know-how developed over decades, together with a longstanding record of safety, quality and regulatory compliance.
gChem will continue to be led by Chief Executive Officer Frank Roederer and its existing management team.
"It is rare to find businesses like gChem," said Raja Bobbili, Chairman of ContextLogic. "It serves a narrow but important global market; its products are deeply embedded in its customers' processes; and its competitive advantages have been built over decades through sustained investments, exacting qualification requirements, vertical integration, and customer trust. Frank and his team understand both what makes the business special
and what will make it even better in the future. ContextLogic was created to be a long-term home for companies like this, and we are delighted to welcome gChem as our second operating business."
Management Continuity and Long-Term Ownership
Mr. Roederer has entered into a new five-year employment agreement designed to reward the creation of long-term value for ContextLogic stockholders.
“We are excited to join ContextLogic,” said Frank Roederer, Chief Executive Officer of gChem. “gChem has been built carefully over more than sixty years, and ContextLogic’s permanent ownership model gives us the freedom to continue innovating and growing with a long-term horizon. I am also glad to have the opportunity to make a meaningful investment in ContextLogic from the outset. We are looking forward to continuing our journey to replace toxic materials, supporting customers, and growing our business with safer solutions.”
Transaction Financing
The Transaction and related expenses are expected to be financed with a combination of:
ContextLogic expects to distribute rights to eligible holders of its common stock, as of a record date to be established, to purchase additional shares of ContextLogic common stock on a pro rata basis. The Rights Offering will be fully backstopped at $9.00 per unit by a consortium led by Abrams Capital and BC Partners, which includes ContextLogic Board Member Paul S. Levy. The backstop parties will not receive any fee for providing their commitments.
The record date, subscription ratio, expiration date and other terms of the Rights Offering will be described in a registration statement and prospectus to be filed with the U.S. Securities and Exchange Commission (“the SEC”). Any offer of the subscription rights or the securities issuable upon exercise of the subscription rights will be made only by means of the prospectus forming part of the registration statement, once such registration statement is declared effective.
"gChem is an important milestone for the model we are building," said Mark Ward, President of ContextLogic. "It demonstrates that exceptional businesses and management teams see ContextLogic as an attractive long-term partner — one that combines a decentralized operating model and aligned incentives with direct, owner-to-operator governance. Just as importantly, the Transaction advances our objective of growing free cash flow per share without diluting the quality of our portfolio."
Financial Outlook
After giving effect to the Transaction and the related equity financing, ContextLogic expects to have approximately 174 million units outstanding of ContextLogic Holdings, LLC, the Company's consolidated subsidiary that holds all of the Company's operating businesses.
For the full year ending December 31, 2027, the combined business is expected to generate approximately $95 million to $105 million of free cash flow.
Timing and Approvals
The Transaction is expected to close by the end of 2026, subject to the receipt of customary regulatory approvals and the satisfaction of other closing conditions.
ContextLogic continues to pursue the listing of its common stock on a national securities exchange. The Company intends to complete that process following the closing of the Transaction, subject to its satisfaction of applicable listing requirements and approval by the relevant exchange.
Investor Call Details
ContextLogic will host a conference call to discuss the Transaction on Wednesday, August 5, 2026, at 8:00 a.m. Eastern Time.
A presentation concerning the Transaction, together with a link to the live webcast and subsequent replay, will be made available on the Company's investor relations website at www.contextlogic.com. Participants may access the live conference call by registering using this online form.
Advisors
Piper Sandler acted as financial advisor to ContextLogic, and Ropes & Gray LLP acted as legal advisor to ContextLogic. Morgan Stanley & Co. LLC served as exclusive financial advisor to gChem, and Jones Day acted as legal advisor to gChem.
About ContextLogic
ContextLogic is a publicly traded business ownership platform established to acquire, own and build a collection of niche, competitively advantaged, long-duration businesses. Each operating business is led by an experienced management team with meaningful autonomy and incentives aligned with long-term value creation. ContextLogic supports its businesses through disciplined capital allocation and a governance structure designed to create direct accountability between operators and owners. For more information, please visit www.contextlogic.com.
About gChem
gChem is a U.S.-based specialty chemicals company and a leading global producer of dimethyl sulfoxide. For more than six decades, the company has supplied high-purity specialty chemicals used in pharmaceutical, agricultural, semiconductor, performance chemical, aerospace and other demanding applications. gChem is headquartered in Covington, Louisiana, and operates its principal manufacturing complex in Tuscaloosa, Alabama.
Use of Non-GAAP Financial Measure
This press release includes expected free cash flow, which is a financial measure that is not calculated in accordance with generally accepted accounting principles in the United States ("GAAP"). This non-GAAP financial measure is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similarly titled measures presented by other companies. The Company uses this financial measure to evaluate its operating performance and trends and make planning decisions. The Company believes that this non-GAAP financial measure provides useful information to investors and others in understanding and evaluating its operating results, enhancing the overall understanding of its future prospects and allowing for greater transparency with respect to a key financial metric used by its management in its financial and operational decision-making. ContextLogic defines free cash flow as operating cash flow less capital expenditures.
The Company has not provided a reconciliation of its expected 2027 free cash flow to the most directly comparable forward-looking GAAP measure because certain information necessary to provide such a reconciliation is not available without unreasonable effort. The unavailable information could have a significant effect on the Company's future GAAP financial results.
Non-GAAP financial measures should not be considered an alternative to, or more meaningful indicator of, the Company’s financial measures as prepared in accordance with GAAP.
Forward-Looking Statements
This press release contains forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to materially differ. All statements that address activities, events or developments that the Company intends, expects or believes may occur in the future are forward-looking statements, including, among others, statements regarding the expected timing, financing, completion and benefits of the Transaction; the proposed Rights Offering and related backstop commitments; the expected sources and uses of funds; gChem's market position, customer relationships, growth opportunities and future performance; management continuity and operating plans; the expected number of outstanding shares and common-equivalent units; expected 2027 free cash flow; ContextLogic's acquisition pipeline and capital-allocation strategy; and the Company's pursuit of a listing on a national securities exchange. These statements are typically accompanies by the words “aim,” “anticipate,” “aspire,” “believe,” “continue,” “could,” “should,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “proposed,” “potential,” “target,” “will,” “would,” or similar words, although not all forward-looking statements contain these identifying words.
Forward-looking statements are based on current expectations, estimates, assumptions and projections and are not guarantees of future performance. Risks and uncertainties include the failure to obtain required regulatory approvals or satisfy other closing conditions; the possibility that the Transaction does not close on the expected timeline or at all; the availability and funding of committed debt financing; the commencement, completion and results of the proposed Rights Offering; the performance by the backstop parties of their respective commitments; changes in financial or capital-market conditions; the ability to retain key gChem employees and customers; changes in demand, competition, feedstock availability, input costs or regulation affecting gChem; the ability to realize anticipated benefits from the Transaction; the performance of US Salt and gChem following closing; and the Company's ability to satisfy applicable requirements for a national securities exchange listing.
Additional risks are described in ContextLogic's filings with the SEC, including its most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. All forward-looking statements are based on information currently available to ContextLogic, and ContextLogic undertakes no obligation to update any forward-looking statement except as required by law. Investors, potential investors and others are cautioned not to place considerable reliance on the forward-looking statements in this press release. You are encouraged to read any further disclosures we may make in the Company’s future reports to the SEC, available at www.sec.gov, on the Company’s website, or otherwise. ContextLogic’s business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors and others should give careful consideration to these risks and uncertainties.
No Offer or Solicitation
This press release is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.
Any offer of the subscription rights or the securities issuable upon exercise of the subscription rights will be made only pursuant to an effective registration statement and prospectus forming part of an effective registration statement , filed with the SEC, once such registration statement is declared effective. The proposed Rights Offering has not commenced, and ContextLogic stockholders should not take any action with respect to the proposed Rights Offering at this time. When available, stockholders should read the registration statement, prospectus and related documents carefully because they will contain important information about ContextLogic and the Rights Offering.
Contact
Investor Relations
ir@contextlogic.com
Acquisition of gChem August 2026 Exhibit 99.2
Disclaimer About Forward-Looking Statements & Third-Party Sources 2 This presentation (this “Investor Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential transaction (the “Transaction”) between subsidiaries of ContextLogic Holdings Inc. and its subsidiaries (collectively, the “Company”) and EagleTree-Gaylord Holdings Corp. and its subsidiaries (collectively, “gChem”) and for no other purpose. No representations or warranties, express or implied are given in, or in respect of, this Investor Presentation. To the fullest extent permitted by law, in no circumstances will the Company, gChem, or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from use of this Investor Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. This Investor Presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of the Company, or the Transaction. Viewers of this Investor Presentation should each make their own evaluation of the Company and of their relevance and adequacy of the information and should make such other investigations as they deem necessary. The information contained herein does not constitute or form part of, and should not be construed as, an offer or invitation to purchase, vote, approve, subscribe for, underwrite or otherwise acquire, any securities of the Company or any other person nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of the Company or any other person or in connection with any other contract or commitment whatsoever, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This Investor Presentation does not constitute a “prospectus” within the meaning of the Securities Act of 1933, as amended. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or pursuant to an exemption from the Securities Act, and otherwise in accordance with applicable law. Use of Projections This Investor Presentation contains financial forecasts or projections with respect to the Company and gChem. Projected performance with respect to the Company and gChem, the investment vehicles they manage or expect to manage, and the investments such vehicles make or expect to make is provided on a pro forma basis and is based on certain good faith assumptions that the Company and gChem believe are reasonable (including, without limitation, estimates and targets of future operating results or cash flows). The actual performance will depend on, among other factors, future operating results, including of the investment vehicles and their portfolio companies, the value of certain assets and market conditions at the time of establishment, acquisition or disposition, any related transaction costs, and time and manner of establishment, acquisition and disposition, all of which may differ from the underlying assumptions on which the projected performance data contained herein are based. In addition, there are many risk factors that could cause the Company’s and gChem’s assumptions to prove to be incorrect. These risks therefore could cause the actual performance of the Company to be materially different from the current projected, targeted or estimated performance. These projections are provided solely for illustrative purposes, and there can be no assurances that any projections or targets will ultimately be realized, in the manner illustrated herein or at all. No independent registered public accounting firm of the Company or gChem has audited, reviewed, compiled, or performed any procedures with respect to the financial forecasts or projections for the purpose of their inclusion in this Investor Presentation, and accordingly, none of them expresses an opinion or provides any other form of assurance with respect thereto for the purpose of this Investor Presentation. These financial forecasts and projections should not be relied upon as being necessarily indicative of future results. Forward Looking Statements This Investor Presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or future financial or operating performance and include all statements that are not historical facts such as information concerning the Transaction, the ability of the parties to consummate the Transaction in a timely manner or at all, the purchase agreement for the Transaction (the “Purchase Agreement”), the satisfaction or waiver of the conditions to closing the Transaction, the occurrence of any event, change or other circumstance or condition that could give rise to termination of the Purchase Agreement, the contemplated rights offering by the Company (the “Rights Offering”), the strategic alternatives considered by the Company's board of directors, including the decisions taken thereto; future financial performance; future liquidity and operating expenditures; financial condition and results of operations; competitive changes in the marketplace and other characterizations of future events or circumstances. In some cases, forward-looking statements can be identified by use of terms such as “anticipates,” “assumption,” “believes,” “continue,” “could,” “estimates,” “expects,” “foresees,” “forecasts,” “intends,” “goals,” “judgment,” “may,” “might,” “outlook,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “targets,” “will,” “would” or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Those risks include those described in Part II, Item 1A. “Risk Factors” in the Company's Annual Report on Form 10-K (the "2025 Annual Report") for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the "SEC") on March 5, 2026, as well as the Company's consolidated financial statements, related notes and the other information appearing elsewhere in the 2025 Annual Report, the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 15, 2026, and the Company's other filings with the SEC. The inclusion of forward-looking information should not be regarded as a representation by us, the Company's management or any other person that the future plans, estimates, or expectations contemplated by us will be achieved. Given these uncertainties, you should not place undue reliance on any forward-looking statements in this Investor Presentation. In addition, statements that “we believe” and similar statements reflect the Company's beliefs and opinions on the relevant subject, including, but not limited to, any potential equity financing, debt financing, the Transaction; the strategic alternatives considered by the Company's board of directors, including the decisions taken thereto; future financial performance; future liquidity and operating expenditures; financial condition and results of operations; competitive changes in the marketplace; the outcome of ongoing litigation; the Company's expected tax rate; the effect of changes in or the application of new or revised tax laws; the effect of new accounting pronouncements; and other characterizations of future events or circumstances. These statements are based on information available to us as of the date of this Investor Presentation. While we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. The Company's statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements. The forward-looking statements made in this Investor Presentation relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Investor Presentation to reflect events or circumstances after the date of this Investor Presentation or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in the forward-looking statements, and you should not place undue reliance on the Company's forward-looking statements. Forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments. You should read this Investor Presentation with the understanding that the Company's actual future results, levels of activity, performance, and events and circumstances may be materially different from what we expect.
Disclaimer About Forward-Looking Statements & Third-Party Sources 3 Non-GAAP Financial Measures; Other Financial and Operational Data This presentation includes certain non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), including Free Cash Flow and Projected Long-Term Free Cash Flow Growth, and that may be different from non-GAAP financial measures used by other companies. The Company has not provided a reconciliation of its expected 2027 free cash flow to the most directly comparable forward-looking GAAP measure because certain information necessary to provide such a reconciliation is not available without unreasonable effort. The unavailable information could have a significant effect on the Company's future GAAP financial results. Each of the Company and gChem believes that the use of these non-GAAP financial measures provides an additional tool for investors and potential investors to use in evaluating its ongoing operating results and trends. These non-GAAP measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. To the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Industry and Market Data This Investor Presentation has been prepared by the Company and includes market data and other statistical information from sources believed by the Company to be reliable, including independent industry publications, governmental publications or other published independent sources. Some data is also based on the good faith estimates of the Company, which in each case are derived from its review of internal sources as well as sources provided by gChem and the independent sources described above. Although the Company believes these sources are reliable, the Company has not independently verified the information and cannot guarantee its accuracy and completeness. Trademarks This Investor Presentation contains trademarks, service marks, trade names and copyrights of the Company and gChem, which are the property of their respective owners.
I II ContextLogic Strategy Refresher gChem Overview III gChem Transaction Table of Contents IV Appendix
I. ContextLogic Strategy Refresher
ContextLogic: A String of Pearls ContextLogic’s vision is to build a collection of niche, competitively advantaged, long-duration businesses run by world-class management teams. Each business will operate in a decentralized structure, driving accountability, autonomy, and speed We intend to partner with best-in-class management teams and hardwire aligned incentives Core value-creation pillars
What we look for: Our Acquisition Strategy Is Focused on Three Clear Criteria... Niche Specialized businesses in small, growing markets Competitively Advantaged Businesses with “obvious” competitive differentiation Long Duration Asset Companies that are expected to earn good returns for many years to come
We are targeting long-term 9–18% free cash flow1 per share growth on a sustained basis. Our Financial Model 5–10 % 9–18 % Targeted Long Term Free Cash Flow1 per share Growth 5–10 % Acquired Growth (1–2 %) Incentive Plan Dilution Organic Growth Note A reconciliation of projected long-term free cash flow growth, which is a statistical measure based on forward-looking non-GAAP financial measures, to the most directly comparable GAAP financial measure, is not provided because the Company is unable to provide such reconciliation without unreasonable effort. The inability to provide a reconciliation is due to our inability to reasonably predict, without unreasonable effort, certain items that would be contained in the comparable GAAP measure, due to this being management’s targets of not-yet-identified businesses. We target businesses with high Return on Capital, where organic growth requires modest incremental capital. We keep leverage at responsible levels, valuing flexibility over cost. M&A serves as an independent value creation lever. Our tax attributes are expected to enhance cash generation for years to come.
II. Introducing The Second Pearl…
gChem Overview A specialized portfolio serving mostly recession-resilient end markets, where gChem’s products are often “specified” into customers’ products. Gross Revenue Breakdown (2025A) gChem is a highly specialized business with a strong financial profile. Founded in 1962, gChem is a vertically integrated producer of specialty chemicals, including dimethyl sulfoxide (“DMSO”)—gChem is one of three companies in the world that produce DMSO at scale, and the only one in the Western Hemisphere. Only DMSO Producer in the Western Hemisphere 50+ Drug Approvals With gChem DMSO (PROCIPIENT®) DMSO (includes PROCIPIENT®2) DMS1 NTO1 By Product Pharma AgroScience Semi-conductor Performance Chemicals By End-Market Americas EMEA APAC By Region Target Markets Note: Select financial data presented herein reflect gChem management's reporting and as a result, may differ from the audited results that will be reflected in consolidated financial statements when they are completed and publicly disclosed. These results are estimates, preliminary, unaudited and subject to completion, reflect gChem management's current views and may change as a result of management's review of results and other factors, including a wide variety of significant business, economic and competitive risks and uncertainties. These preliminary estimates are subject to the closing of the relevant financial period and are subject to year-end and quarter-end accounting and audit procedures (which have not yet been performed) and should not be viewed as a substitute for full financial statements prepared in accordance with GAAP. During the course of preparation of the audited financial statements, additional items that would require material adjustments to be made to the preliminary estimates presented herein may be identified. We caution you that the estimates presented herein are forward-looking statements and are not guarantees of future performance or outcomes and that actual results and performance may differ materially from those described herein. Factors that could cause actual results and/or performance to differ from those described in the preliminary results are set forth above. For these reasons, you should not place undue reliance on these preliminary estimates. Dimethyl sulfide (“DMS”) and dinitrogen tetroxide (“NTO”) are key inputs in manufacturing DMSO – both of which can also be sold into the merchant market as final products PROCIPIENT® is the only DMSO product suitable for use in high-value pharmaceutical drug delivery applications and as an active pharmaceutical ingredient. Maintenance CapEx as a Percentage of Revenue is a non-GAAP measure. Refer to slide 3 for a discussion on our non-GAAP measures. Based on CY24, CY25 and YTD Mar26 results. Source: Company information 19.2% Reported Operating Income CAGR 2019 through LTM Mar26 Only DMSO Producer in the Western Hemisphere <1% Maintenance CapEx as a Percentage of Revenue3 65 Full-Time Employees 50+ Drug Approvals With gChem DMSO (PROCIPIENT®)
gChem Management Team gChem is led by a best-in-class management team with a strong track record. Source: Company information Joined as CEO in 2019 Profit has more than tripled under Frank’s leadership—through value pricing, product innovation, and operational discipline. Prior executive roles at A. Schulman, SABIC, and W.R. Grace. Frank has entered into a five-year employment agreement with ContextLogic along with a meaningful roll into the Company. Frank Roederer, CEO Joined as CFO in 2023 Prior chemical sector leadership and experience at Cameron International, Rain Carbon and Cornerstone Chemicals. Jennifer Priola, CFO gChem veteran since 1999, leading product innovation and customer-driven technology development in the DMSO industry. Holds a Ph.D. in Synthetic Organic Chemistry. Dr. Artie S. McKim, VP Technology Chemical expert with 20 patents and deep DMSO specialization. Guillaume Schmitt, VP – Europe & Asia Market strategist with nearly two decades in chemicals and key accounts. Chris Masters, VP – Sales, Americas Operations leader with 27+ years in lean global operations. John Davidson, VP – Manufacturing & Supply Chain
About DMSO Competitively Advantaged Long Duration Asset Niche Solvent Market Share Non- Toxicity Sustainability Polarity / Solubility¹ Strong Moderate Weak DMSO serves a specialized, demanding slice of the solvent market—DMSO is chosen for what it does, not what it costs. 331 million lbs. (2024) Others 16% – DMF Dimethylformamide 17% 38 DCM Dichloromethane 16% 9 NMP N-Methylpyrrolidone 37% 32 DMSO Dimethyl sulfoxide 14% 47 Aprotic Solvent Market (NAM & EU) What is DMSO? Dimethyl sulfoxide ("DMSO") is a specialty solvent — a liquid used to dissolve, carry, and stabilize other compounds. What sets it apart is a rare combination of traits: it dissolves an unusually wide range of substances, mixes freely with water and most organic compounds, and yet — unlike the solvents it competes with — is low in toxicity and biodegradable. Given its unique chemical properties, DMSO often does the work that ordinary solvents can’t. For example, in pharmaceuticals, it dissolves and delivers active drug ingredients and preserves living cells in gene therapy. In semiconductors, it strips and cleans silicon wafers. In agriculture, it carries active ingredients in crop protection. Often, DMSO is a small share of the customer's cost but critical to the final product. Trusted and integrated into customer processes. DMSO is written into manufacturing processes in pharma, semiconductors, and agriculture. Qualifying a new supplier takes time and getting it wrong is costly for customers. Regulation. DMSO has a long-term structural tailwind as regulators increasingly force a shift away from toxic legacy solvents (NMP, DMF) toward safer alternatives. Growing demand from secular drivers, such as cell and gene therapy, semiconductor and AI capital spending, and the broader shift to greener chemistry. Supply dynamics. Global market with only three scaled players. Why Is It Distinctive? Commodity Solvents Note Also known as dielectric constant Source: Expert interviews, market study
Semiconductors Strips photoresist and cleans silicon wafers during chip fabrication. Requires consistent ultra-clean quality; the smallest impurities can severely disrupt semiconductor production. Delivers active pharmaceutical ingredients into the body, and acts as a cryoprotectant in cell and gene therapy, and in drug discovery. Requires GMP-grade product, supported by U.S. FDA Drug Master File access — which only gChem holds. Serves as the carrier solvent in crop nutrition (nitrogen stabilizers) and crop protection (pesticides) formulations. Requires reliable supply and consistent quality at agricultural scale. Serves as a general-purpose industrial solvent across carbon fiber, polymers, performance textiles, and other industrial applications Requires supply chain reliability and product quality consistency. Serves as a high-purity reaction medium in complex drug synthesis, including peptide manufacturing. Requires ultra-high-purity DMSO made to customer specification, with batch-level traceability and documentation. NTO serves as a core oxidizer for upper-stage rocket and satellite propulsion. Requires ultra-high purity NTO from a secure domestic supply base. (% of 2025A revenue1) (% of 2025A revenue1) (% of 2025A revenue1) gChem concentrates in the highest-value applications of the DMSO space Pharma Drug Delivery Performance Chemicals Aerospace & Defense AgroScience (% of 2025A revenue1) gChem remains focused on continuously “mix shifting” into higher value segments Pharma Synthesis gChem’s End Markets Competitively Advantaged Long Duration Asset Niche Primary Product: PROCIPIENT® Primary Product: DMSO Primary Product: DMSO, DMS Primary Product: DMSO Primary Product: DMSO, DMS, NTO Primary Product: NTO (% of 2025A revenue1) (% of 2025A revenue1) Note Reflects gross revenue Source: Company information
Vertical Integration: Making DMSO means first making DMS, then NTO, then DMSO—three distinct on-site processes. gChem is the only on-purpose producer of DMS and NTO in North America. Closed–Loop Feedstock: gChem sources its H2S feedstock under a long-term contract with a co-located refinery at its own plant in Tuscaloosa—securing supply and consistent quality. Technical Know–How: DMSO, DMS and NTO production is highly technical, and with industry knowledge tightly guarded; safety concerns with flammable and toxic feedstock represent significant hurdles to new entrants. Production gChem’s Competitive Advantages Long Duration Asset Competitively Advantaged Niche gChem is competitively differentiated. Feedstock: Major inputs are dangerous to move. H2S is toxic and flammable; DMS is highly flammable and volatile; NTO is a toxic, corrosive oxidizer. None can be shipped safely at scale without incremental expense — gChem’s on-site access and production of all three products is a major competitive advantage. Finished Product: gChem’s primary international competitors sit in Asia, and shipping DMSO across the Pacific lengthens supply chains and adds uncertainty, raises contamination risk (DMSO freezes near 64°F), and adds freight and tariff cost. Given DMSO’s mission-critical status, customers prefer local supply. Low Customer Cost: DMSO is typically a single-digit share of a customer’s cost, yet critical to the finished product—this creates customer loyalty. Qualification times: In the most demanding applications such as pharmaceuticals, DMSO is “specified in” through long qualification and regulatory processes that are costly to redo. Customer preferences: Customers buy on quality, guaranteed supply, and technical and regulatory support more than any other factor. Most are on long-term contracts. gChem’s vertically integrated model, proximity to major markets, deep technical know-how, and long-standing customer relationships position it well in a specialized space. Transportation Qualification Source: Company information, market study, Customer calls, Expert interviews
Case Study #1: PROCIPIENT® About PROCIPIENT® Applications of PROCIPIENT® in the Human Body Long Duration Asset Competitively Advantaged Niche PROCIPIENT® is backed by the only active Type II Drug Master File for DMSO with the U.S. FDA with comparable filings in Europe and Canada. PROCIPIENT® is gChem’s pharmaceutical-grade DMSO (USP, Ph.Eur.) purpose-made for drug delivery and manufactured under ICH Q7 GMP standards at its FDA-inspected facility. PROCIPIENT® is often specified into each drug’s regulatory filing, so it remains an integral part of the drug’s manufacturing process for the life of the product PROCIPIENT® is designed into 50+ FDA-approved drug products. Source: Company information
Case Study #2: Pharma Synthesis Customer Requirements Key Case Study gChem’s DMSO is used in the synthesis of every GLP-1 therapy produced by a major pharmaceutical company. gChem has a long-standing relationship with this global business, collaborating directly on technical questions of DMSO storage, handling, and use in synthesis. A newly-signed global supply agreement could bring substantial additional volumes across this company’s manufacturing network as it expands its GLP-1 production. Long Duration Asset Competitively Advantaged Niche Technical & Process Support: Direct scientist-to-scientist collaboration is essential for optimizing ingredient selection, troubleshooting, and providing full traceability and documentation for regulatory audits and process validation. Purity & Consistency: Customers require ultra-high-purity DMSO with tight impurity control—in multi-step synthesis, trace impurities compound into lower yield and failed batches. Regulatory Alignment: Suppliers must provide regulatory-ready documentation and support compliance across global standards (FDA, EMA, and others). Guaranteed Supply: Because DMSO is mission-critical to production, customers require reliable, on-time supply with the lowest risk of supply chain disruption. This reflects gChem’s value proposition. Source: Company information
Reported Operating Income1 gChem has compounded profit at ~19% per year – not by selling more, but by selling better. gChem’s Financial Profile Organic CAGR: ~19.2% Competitively Advantaged Long Duration Asset Niche Under current management, gChem has tripled profits since 2019—while becoming more specialized in the highest-value segments of the DMSO market. What Drove the Growth Shed less valuable business New management team, under Frank Roederer’s leadership, deliberately exited lower-value, commodity-grade volume to focus capacity on the most demanding, quality-sensitive applications. Opened new applications and products New grades and end-uses – including PROCIPIENT® and high-purity pharma synthesis – have steadily enriched the mix. Priced for the value delivered Priced for the enhanced value delivered through product innovation, service, and reliability. $17.3 million $51.9 million Note: Select financial data presented herein reflect gChem management's reporting and as a result, may differ from the audited results that will be reflected in consolidated financial statements when they are completed and publicly disclosed. 1. Excludes amortization of intangible assets Source: Company information
Organic Growth Drivers gChem serves end-markets with durable, long-term tailwinds — protein purification, cell and gene therapy and semiconductor spend. gChem also benefits directly as customers migrate away from toxic legacy solvents toward DMSO, a shift reinforced by tightening regulation. gChem will continue to price for the value it provides, in a market where customers buy on quality, reliability, technical specifications and regulatory support. The majority of DMSO revenue sits under multi-year contracts with built-in pricing escalators. gChem is developing an aerospace-grade NTO for public and private satellite and propulsion applications. gChem is also extending its pharma franchise with PROCIPIENT® Sterile, targeting cell and gene therapy, where 30+ distinct customer engagements are underway. Demand Growth New Markets & Products Enhancing Value + gChem has a number of levers to continue generating strong organic growth. Recent capital investments have unlocked capacity. The incremental volume comes through at high operating margins. Likely no material growth capital expected for at least the next 5 years. These growth levers support ContextLogic’s model of 5-10% annual organic profit growth. + Operational Efficiency + Source: Company information, market study
Key Business Risks Considerations Primary Safeguards Single Plant The Tuscaloosa plant is highly automated, with 96–99%1 uptime in recent years. Advantaged inland location in Tuscaloosa, Alabama. Significant capex investments, a record of proactive and preventative maintenance, and a strong inspection history from third parties. 1 Pricing In the specialized segments of the DMSO space that gChem operates in, customer relationships tend to be long-term, driven by product quality, reliability, regulatory support, and innovation. The industrial DMSO market, especially in Asia, can fluctuate with supply/demand imbalances. This is a market gChem plays in only opportunistically. 2 Competition and New Entrant(s) Supply is concentrated among three scaled players. Smaller players have entered the market in Asia, but they have not historically made significant inroads into the North American and European markets. gChem’s vertical integration is a competitive differentiator, as it is able to produce both DMS and NTO, neither of which have large independent merchant markets. 3 Substantial CapEx investments since 2019 unlock significant runway for growth. Every business has risks. Note: Select financial data presented herein reflect management's reporting and as a result, may differ from the audited results that will be reflected in consolidated financial statements when they are completed and publicly disclosed. Availability metrics reflect the proportion of planned operating time the plant is up and running without unplanned downtime (operating time / planned operating time) Source: Company information, market study
III. gChem Transaction
ContextLogic is acquiring gChem for $850 million in purchase price. Detailed Transaction Overview Note Sources & uses are preliminary and may change Includes management rollover Reflects illustrative transaction expenses as estimated at date of signing. Transaction Highlights Transaction Valuation ContextLogic to acquire gChem for $850 million purchase price, subject to customary adjustments, 100% in cash, except for a portion related to management roll-over Transaction Financing Transaction expected to be financed by new debt and a rights offering (which has been fully backstopped at $9.00 per unit by a consortium including Abrams Capital, BC Partners and Paul Levy) Sources & Uses1 ($ in millions) Debt Financing Committed debt financing led by Blackstone Credit & Insurance; structured as $25 million RCF and $250 million TL priced at S+450bps at opening, with significant covenant flexibility and capacity to support growth Transaction Closing & Conditions Target closing of the transaction in Q4 2026, subject to customary regulatory approvals and other standard closing conditions Sources Amount ($) % Backstopped Rights Offering2 $650 72% New Debt 250 28% Total Sources $900 100% Uses Amount ($) % Net Debt Paydown $426 47% Purchase Equity2 424 47% Cash on Balance Sheet 35 4% Transaction and Financing Fees3 15 2% Total Uses $900 100%
ContextLogic Projected Free Cash Flow1 Free Cash Flow The transaction represents a meaningful growth in free cash flow. The transaction is attractive on the measure we most care about: free cash flow per unit. ~$95 - 105 million ~174 million Projected Free Cash Flow2 Total Units Outstanding at Holdings LLC FY 2027 Source: Company information A reconciliation of projected long-term free cash flow growth, which is a statistical measure based on forward-looking non-GAAP financial measures, to the most directly comparable GAAP financial measure, is not provided because the Company is unable to provide such reconciliation without unreasonable effort. The inability to provide a reconciliation is due to our inability to reasonably predict, without unreasonable effort, certain items that would be contained in the comparable GAAP measure, including items such as potential fluctuations in energy costs (including natural gas and electricity), timing and magnitude of major maintenance activities, developments in brine field performance and well workover requirements, potential environmental or asset-retirement-obligation adjustments, potential legal or regulatory outcomes, changes in inventory valuation driven by commodity markets and weather variability, and the amount and timing of transaction-related or other non-recurring costs. These items are uncertain, depend on various factors that are not currently known, and could have a material impact on the comparable GAAP measure in future periods. Assumes that gChem is a separate income tax filer and payer from ContextLogic Holdings Inc, and therefore does not benefit to any direct material extent from the tax assets at ContextLogic Holdings, Inc.
IV. Appendix
Pre-Closing Capital Structure and Ownership Summary Structure Equity is held at two levels: ContextLogic Holdings Inc. (“PubCo”) and ContextLogic Holdings, LLC (“LLC”). Flexible capital structure, combined with long-term commitment from BC Partners and Abrams Capital. Abrams Capital is a 42% equityholder (based on aggregate holdings) split between PubCo and Holdings LLC. No PIK for LLC units. Other unit holders3 ContextLogic Public Equityholders Holdings LLC Holdings Inc. 18m shares at Inc. 27m shares at Inc. Total shares at Holdings Inc.: 46 million 40% 60% 8m units at LLC 24m units at LLC 24m units at LLC Total units at Holdings LLC: 102 million 45% 24% 24% 8% 100% A B A C D A Abrams Capital 42m / 42% Pre-Closing Ownership1 (# / %) B ContextLogic Public Equityholders 27m / 27% C BC Partners2 24m / 24% D Other unit holders3 8m / 8% Pre-Closing Ownership1 102m / 100% Current Capital Structure and Ownership Footnotes: Sum of values may not equal to totals due to rounding. Includes units held by BCP Special Opportunities Fund II Originations LP and BC-Radcliff I LLC, a co-investment SMA managed by BC Partners Advisors LP. Includes current and former management and units held by various funds managed by Blackstone Inc. Figures above exclude 2,497,773 unvested ContextLogic Holdings, LLC units held by the former CEO of ContextLogic Holdings Inc. The former CEO holds units that are restricted based on both time and performance factors and vest through December 31, 2030. The performance factor is based on the fair market value for a share of ContextLogic Holdings Inc. common stock as follows: 0 units at a performance level of less than $10 per share; 711,665 units at a performance level of $10 per share, expiring March 2027; 711,664 units at a performance level of $16 per share, expiring March 2028; 474,444 units at a performance level of $21 per share, expiring March 2029; and 600,000 units at a performance level of $30 per share, expiring December 31, 2030.