[8-K] ContextLogic Inc. Class A Common Stock Reports Material Event

Rhea-AI Filing Summary

Context: ContextLogic Inc. ("the Company") filed an 8-K to disclose executive changes effective June 30, 2025.

Key Events (Item 5.02):

• CFO Resignation: Brett Just notified the Company on June 24, 2025 of his intention to resign as Chief Financial Officer, effective June 30, 2025. The Company states the resignation is not related to any disagreement regarding operations, policies, or practices.
• Severance Package: In line with a previously disclosed Executive Severance and Change-in-Control Agreement, Mr. Just will receive: (i) a lump-sum cash payment equal to six months of base salary; (ii) a lump-sum cash payment equal to six months of benefits premiums; and (iii) accelerated vesting of outstanding time-based equity awards.
• CFO Appointment: The Board appointed Michael Scarola as the new Chief Financial Officer, also effective June 30, 2025.

Incoming CFO Compensation:

• Base salary: US $450,000 per annum.
• Equity grant: Restricted Stock Units (RSUs) with a target value of US $179,000, calculated by dividing that value by the average closing price of the Company’s Class A shares over the 30 trading days prior to the effective date, rounded down to the nearest share. Vesting schedule: 50 % on November 15, 2025 and 50 % on May 15, 2026, subject to continuous service.
• Other terms: Standard indemnification agreement consistent with other Company officers.

Regulatory Filings: Exhibit 10.199.1 (form of indemnification agreement) and Exhibit 104 (cover-page Inline XBRL) accompany the report.

Investor Takeaways: The Company ensures continuity by naming a successor effective the same day the outgoing CFO departs, and confirms no operational disagreements. Direct cash costs include six months’ salary and benefits for the departing CFO plus a US $450k annual commitment and US $179k equity grant to the incoming CFO.

Positive

• Immediate successor named, eliminating a leadership gap and supporting operational continuity.
• No disagreements reported with the outgoing CFO, reducing governance red-flags.
• Severance capped at six months, limiting cash drain relative to industry norms.
• Incoming CFO’s multi-disciplinary experience (finance, operations, compliance) may enhance internal controls.

Negative

• Departure of the CFO introduces transition risk and may concern investors until the new executive proves effective.
• Cash severance and accelerated equity vesting create incremental, though modest, expenses.

Insights

Corporate Governance Expert

TL;DR: Smooth CFO hand-off with no dispute; modest severance and market-aligned compensation limit governance risk.

The resignation notice and appointment occur simultaneously, avoiding a leadership gap. The board cites no disagreements, mitigating red-flag concerns often associated with sudden officer departures. Severance terms were pre-existing and span only six months, lower than the typical 12-month multiples observed for CFOs of similar-sized issuers, reducing potential shareholder push-back. Compensation for Mr. Scarola—US $450k base plus US $179k RSUs—appears conservative and is back-loaded via a two-tranche vesting schedule tied to continued service, aligning incentives with retention. The filing also provides the indemnification agreement as an exhibit, demonstrating governance transparency. Overall, governance impact is neutral-to-positive: seamless succession planning and limited incremental cost offset the ordinary transition risk inherent in executive turnover.

Financial Analyst

TL;DR: CFO turnover is mildly negative, but cost impact is limited and replacement brings multi-functional experience.

From a financial standpoint, cash outflows comprise roughly six months of Mr. Just’s salary plus benefits (exact dollar amount not provided) versus an ongoing US $450k annual salary for Mr. Scarola. The RSU grant valued at US $179k is immaterial relative to ContextLogic’s historical operating expenses. Importantly, the Company states there was no policy disagreement, reducing the likelihood of restatement or audit issues. Mr. Scarola’s background—17 years at Altai Capital overseeing finance, operations, legal and compliance—could strengthen internal controls, a positive if the Company is focusing on disciplined cost management. Net investor impact skews neutral: leadership change introduces execution risk, yet the swift appointment and contained severance limit financial disruption.

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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): June 24, 2025

ContextLogic Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39775	27-2930953
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
2648 International Blvd., Ste 115
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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value		LOGC		OTCQB
Preferred Stock Purchase Rights		N/A		N/A

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 June 24, 2025, Brett Just, Chief Financial Officer of ContextLogic Inc. (the “Company”), provided notice of his intention to resign from the Company, effective June 30, 2025 (the “Effective Date”). Mr. Just’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

Mr. Just is entitled to certain benefits set forth in the Executive Severance and Change in Control Agreement he previously entered into with the Company and as previously disclosed by the Company. These benefits include a lump sum cash payment equal to six (6) months of Mr. Just’s base salary, an additional lump sum cash payment equal to six (6) months of his benefits premiums, and accelerated vesting of his outstanding time-based equity awards.

On June 24, 2025, the Company also announced the appointment of Michael Scarola as Chief Financial Officer, effective as of the Effective Date. Mr. Scarola has developed a wide-array of back-office skills and knowledge from his role as Chief Financial Officer, Chief Operating Officer, and Chief Compliance Officer of Altai Capital over his 17-year career. At Altai Capital, Mr. Scarola is primarily responsible for all non-investment functions including fund accounting, compliance, operations, legal, information technology and investor relations. Before joining Altai Capital in March 2011, Mr. Scarola previously worked at KPMG as an Associate in the Financial Services Taxation practice. He received a Bachelor of Science degree in Commerce with Concentrations in Accounting and Finance from the University of Virginia, McIntire School of Commerce in 2008. Mr. Scarola is also a Certified Public Accountant.

In connection with Mr. Scarola’s appointment and pursuant to the terms of an offer letter entered into with Mr. Scarola (the “Offer Letter”) and approved by the Board, Mr. Scarola will receive a base salary of $450,000 per year. Pursuant to the terms of the Offer Letter, the Board will award Mr. Scarola restricted stock units (“RSUs”) for the number of shares of the Company’s Class A Common Stock (“Common Stock”) equal to an aggregate target value of $179,000 divided by the average closing price of a share of the Company’s Common Stock as reported on Nasdaq and OTCQB during the during the 30-trading-day period preceding the effective date, rounded down to the nearest whole share. The RSUs will vest over time based on Mr. Scarola’s continuous service, with 50% of the RSUs vesting on November 15, 2025 and the remaining 50% of the RSUs vesting on May 15, 2026, subject to Mr. Scarola’s continuous service.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1 99.1		Form of Indemnification Agreement Press release issued by ContextLogic Inc. on June 25, 2025
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 Inc.
Date:	June 25, 2025	By:	/s/ Rishi Bajaj
			Rishi Bajaj Chief Executive Officer Principal Executive Officer

FAQ

Why did ContextLogic (WISH) file an 8-K on June 24-25, 2025?

The filing discloses the resignation of CFO Brett Just effective June 30, 2025 and the appointment of Michael Scarola as the new CFO.

Is Brett Just’s resignation linked to any disagreements with ContextLogic?

No. The Company stated the resignation was not due to disagreements over operations, policies or practices.

What severance will the outgoing CFO receive?

Mr. Just will get a lump-sum equal to six months of base salary, six months of benefits premiums, and accelerated vesting of his time-based equity awards.

What is the compensation package for the incoming CFO, Michael Scarola?

Mr. Scarola will earn a US $450,000 annual salary plus RSUs valued at US $179,000, vesting 50 % on 11-15-25 and 50 % on 05-15-26.

When does Michael Scarola officially become ContextLogic’s CFO?

His appointment is effective the same day Brett Just departs—June 30, 2025.

Which exhibits accompany the 8-K filing?

Exhibit 10.199.1 (Indemnification Agreement form) and Exhibit 104 (Cover Page Inline XBRL data file).