ContextLogic Holdings Inc. SEC Filings

ContextLogic Holdings Inc. director and 10% owner Bobbili Raja filed an initial insider ownership report. The filing lists 16,510,740 shares of common stock held indirectly through investment funds ACP I, ACP II, Riva V and Riva VI. He is a member of the general partners of these funds and disclaims beneficial ownership beyond his pecuniary interest.

ContextLogic Holdings Inc. received an initial ownership report from a group of Abrams-affiliated investment funds. The filing shows indirect holdings totaling 16,510,740 shares of common stock. These include 458,736 shares held by Abrams Capital Partners I, 6,258,576 by Abrams Capital Partners II, 5,262,976 by Riva Capital Partners V, and 4,530,452 by Riva Capital Partners VI. Various Abrams management entities may be deemed to share voting and dispositive power over these funds, but each reporting person disclaims beneficial ownership beyond its economic interest.

ContextLogic Holdings Inc. director and more than ten percent owner David C. Abrams filed an initial ownership report on common stock. The filing shows indirect ownership of 16,510,740 shares of common stock through several investment funds collectively referred to as the Abrams Funds.

Abrams is the managing member of entities that serve as general partners and investment manager for these funds, which gives him shared voting and dispositive power over the shares. He expressly disclaims beneficial ownership of these securities except to the extent of his pecuniary interest, so the holdings are attributed primarily to the Abrams Funds rather than to him personally.

ContextLogic Holdings Inc. completed the acquisition of US Salt Parent Holdings, LLC for approximately $907.5 million, gaining US Salt’s salt production business and combining it with about $2.9 billion of net operating loss carryforwards. The deal transforms ContextLogic from an e‑commerce company into a business ownership platform focused on niche, long-duration businesses.

The purchase price included roughly $582.3 million in cash and $325.2 million in equity rollover consideration, funded in part by $215.0 million of initial term loans, a $25.0 million revolving credit facility, and about $115.0 million from a rights offering and backstop agreements. New governance, voting, registration rights, escrow and indemnification arrangements were put in place, and Abrams Capital executives David Abrams and Raja Bobbili joined the board, with Mr. Bobbili as chairman.

ContextLogic Holdings Inc. launched a rights offering connected to its pending acquisition of US Salt Parent Holdings LLC and its subsidiaries. The company is offering subscription rights to purchase up to 14,375,000 shares of common stock at an exercise price of $8.00 per share, with each right entitling the holder to buy 0.53486 shares. The offering is being made under an effective Form S-1 registration statement and related prospectus.

To support the acquisition if the rights are not fully subscribed, previously disclosed backstop agreements remain in place. BCP Special Opportunities Fund III Originations LP may purchase up to $92,000,000 of Class A Convertible Preferred Units from ContextLogic Holdings, LLC, while Abrams Capital Partners I and II may purchase common stock for up to $1,570,900 and $21,429,100, respectively, each at $8.00 per share. The company also appointed Chad Chevalier as Interim Chief Financial Officer, effective January 16, 2026, bringing more than 25 years of finance and accounting experience.

ContextLogic Holdings Inc. is conducting a rights offering for up to 14,375,000 shares of common stock at $8.00 per share, allowing existing stockholders to buy an aggregate of $115 million of stock. One subscription right is distributed for each share held at 5:00 p.m. New York City time on January 22, 2026, and each right entitles the holder to purchase 0.53486 shares. The rights are not separately tradable; they are stapled to the common stock, which will trade as LOGCD during the offering period and revert to LOGC afterward.

If fully subscribed, shares outstanding would rise from 26,876,099 to 41,251,099. Net proceeds are intended as partial payment for the acquisition of US Salt, alongside new debt facilities and backstop agreements with BCP and Abrams Capital. The rights offering will close only if conditions to the US Salt acquisition are met and may be canceled, in which case subscription payments will be returned without interest. Strict 4.9% ownership limits tied to preserving substantial net operating loss tax assets allow ContextLogic to limit or reject exercises, and state law caps Arizona participation at $500,000. Rights expire at 5:00 p.m. New York City time on February 20, 2026.

ContextLogic Holdings Inc. granted director Jennifer Kwon Chou 19,206 Restricted Stock Units (RSUs) on January 15, 2026. Each RSU represents a contingent right to receive one share of the company’s common stock at a par value of $0.0001 per share.

The RSUs were granted for her service on the Board of Directors and will generally vest in full on the one-year anniversary of the grant date, subject to her continued service. They may vest on a pro-rata basis if her service ends earlier, with the Board retaining discretion to fully vest them upon termination. The RSUs will also fully vest upon a change in control or other Board-designated “special transaction,” and will settle in shares on or after vesting, and in any case within 60 days of vesting unless a later settlement date is agreed in writing.

ContextLogic Holdings director Marshall S. Heinberg reported equity compensation activity involving restricted stock units (RSUs) and common stock. On January 15, 2026, 44,321 RSUs vested and were settled into 44,321 shares of Common Stock at $0 per share, increasing his directly held common stock to 134,806 shares after the transaction. The RSUs each represent a contingent right to receive one share of common stock.

On the same date, Heinberg was credited with a new grant of 19,206 RSUs at $0, leaving him with 19,206 RSUs outstanding. These RSUs were granted for his service on the Board of Directors and generally vest in full on the one-year anniversary of the grant date, subject to continued service, with pro‑rata or discretionary vesting possible upon termination and full vesting upon certain change in control or Board‑designated “special transaction” events.