ContextLogic Inc. SEC Filings

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.

ContextLogic Inc. (NASDAQ: WISH) has filed Definitive Additional Materials (DEFA14A) to supplement its June 18, 2025 proxy statement for the virtual 2025 Annual Meeting scheduled for July 10, 2025. The filing centers on a Reorganization Agreement designed to preserve the company’s substantial net-operating-loss (NOL) carryforwards.

Key elements of the proposal include:

• Holding-company structure: ContextLogic will merge into Easter Parent, Inc. (“Holdings”) and immediately convert into a Delaware LLC, becoming Holdings’ wholly owned subsidiary.
• One-for-one share exchange: Each outstanding share of ContextLogic Class A common stock will be exchanged for one share of Holdings common stock; all outstanding options and RSUs will be assumed on equivalent terms.
• 4.9 % ownership cap: Holdings shares will carry transfer restrictions that prohibit any transaction causing (i) a shareholder to move from <4.9 % to ≥4.9 %, or (ii) an existing ≥4.9 % holder to increase its stake—an anti-ownership-change measure intended to safeguard NOLs under IRC §382.
• Appraisal rights: Stockholders who do not vote in favor of the Reorganization may seek “fair value” in Delaware Court of Chancery under DGCL §262. Strict procedural compliance is required; appraisal demands must be delivered before the shareholder vote.
• Termination trigger: If >1 % of outstanding shares demand appraisal, the Board may terminate the Reorganization.

All other proposals and detailed financial information remain in the incorporated proxy statement accessible via the SEC link provided. Management recommends reading the full proxy to understand voting mechanics, tax implications, and potential effects on liquidity arising from the post-transaction transfer restrictions.