ContextLogic Holdings Inc. Files 8-K

Ticker: LOGC · Form: 8-K · Filed: Dec 8, 2025 · CIK: 2064307

Contextlogic Holdings INC. 8-K Filing Summary
FieldDetail
CompanyContextlogic Holdings INC. (LOGC)
Form Type8-K
Filed DateDec 8, 2025
Risk Levellow
Pages5
Reading Time6 min
Sentimentneutral

Sentiment: neutral

Topics: disclosure, corporate-event

Related Tickers: CLGC

TL;DR

CLGC filed an 8-K on 12/8 for events on 12/7 - standard disclosures.

AI Summary

ContextLogic Holdings Inc. filed an 8-K on December 8, 2025, reporting events as of December 7, 2025. The filing primarily concerns Regulation FD Disclosure, Other Events, and Financial Statements and Exhibits. The company, formerly known as Easter Parent, Inc., is incorporated in Delaware and headquartered in Oakland, California.

Why It Matters

This 8-K filing provides updates on company events and financial disclosures, which are important for investors to understand the current status and potential impacts on ContextLogic Holdings Inc.

Risk Assessment

Risk Level: low — This filing appears to be a routine disclosure and does not indicate any immediate significant risks or changes for the company.

Key Players & Entities

FAQ

What is the primary purpose of this 8-K filing?

The primary purpose of this 8-K filing is to report on Regulation FD Disclosure, Other Events, and Financial Statements and Exhibits as of December 7, 2025.

When was ContextLogic Holdings Inc. previously known?

ContextLogic Holdings Inc. was formerly known as Easter Parent, Inc.

In which state is ContextLogic Holdings Inc. incorporated?

ContextLogic Holdings Inc. is incorporated in Delaware.

What is the address of ContextLogic Holdings Inc.'s principal executive offices?

The address of ContextLogic Holdings Inc.'s principal executive offices is 2648 International Blvd., Ste 301, Oakland, California, 94601.

What is the Commission File Number for ContextLogic Holdings Inc.?

The Commission File Number for ContextLogic Holdings Inc. is 000-56773.

Filing Stats: 1,447 words · 6 min read · ~5 pages · Grade level 12.8 · Accepted 2025-12-08 07:57:05

Filing Documents

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 8, 2025, ContextLogic Holdings Inc. (OTCQB: LOGC) ("ContextLogic" or the "Company") announced that, together with ContextLogic, LLC, a Delaware limited liability company and wholly-owned subsidiary of ContextLogic, ContextLogic Holdings, LLC, a Delaware limited liability company and indirect subsidiary of ContextLogic, it entered into a purchase agreement (the "Purchase Agreement") with Salt Management Aggregator, LLC, a Delaware limited liability company, Emerald Lake Pearl Acquisition GP, L.P., a Delaware limited partnership, Emerald Lake Pearl Acquisition-A, L.P., a Delaware limited partnership, Emerald Lake Pearl Acquisition Blocker, LLC, a Delaware limited liability company, Emerald Lake Pearl Acquisition, L.P., a Delaware limited partnership, the investors set forth on Schedule I to the Purchase Agreement (the "Abrams Investors"), the investors set forth on Schedule II to the Purchase Agreement, US Salt Parent Holdings, LLC, a Delaware limited liability company ("US Salt"), BCP Special Opportunities Fund III Originations LP, a Delaware limited partnership and Emerald Lake Pearl Acquisition, L.P., a Delaware limited partnership, solely in its capacity as the Sellers Representative. Pursuant to the transactions described in the Purchase Agreement (the "Transaction"), ContextLogic will acquire US Salt. A copy of the press release announcing the Transaction is furnished as Exhibit 99.1 hereto. On December 8, 2025, ContextLogic, together with representatives from the Abrams Investors and US Salt, conducted an investor call and investor presentation to discuss the Transaction (the "Investor Presentation"). A copy of the transcript of the investor presentation is furnished as Exhibit 99.2 and a copy of the transcript of the call is furnished as Exhibit 99.3 hereto and each 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 Exhibit 99.1,

01. Other Events

Item 8.01. Other Events. The information in the first paragraph of Item 7.01 is incorporated by reference herein. On December 7, 2025, Rishi Bajaj, Chief Executive Officer and Director of the Company, provided notice of his intention to resign from the Company, effective December 7, 2025 (the "Effective Date"). Mr. Bajaj's resignation is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices. On December 8, 2025, the Company also announced the appointment of Mark Ward, a Director of the Company, as President, effective as of the Effective Date. Mark Ward is a Director at BC Partners, based in New York. He joined the firm in 2020 and focuses on opportunistic investments across the capital structure. Prior to BC Partners, he worked in the Restructuring and M&A groups at Houlihan Lokey. He holds a B.S. in Economics from the University of St. Thomas. Additional details regarding Mr. Bajaj's separation and Mr. Ward's appointment will be included in the Company's forthcoming Current Report on Form 8-K to be filed with the SEC within four business days.

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, statements regarding ContextLogic's financial outlook, information concerning the acquisition of US Salt, the strategic alternatives considered by ContextLogic's board of directors, including the decisions taken thereto and alternatives for the use of its cash or cash equivalents, possible or assumed future results of operations and expenses, management strategies and plans, competitive position, business environment, potential growth strategies and opportunities and ContextLogic's continued listing on the OTC Markets. In some cases, forward-looking statements can be identified by terms such as "anticipates," "believes," "could," "estimates," "expects," "foresees," "forecasts," "guidance," "intends" "goals," "may," "might," "outlook," "plans," "potential," "predicts," "projects," "seeks," "should," "targets," "will," "would" or similar expressions and the negatives of those terms. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Important factors, risks and uncertainties that could cause actual results to differ materially from those forward-looking statements include, but are not limited to, statements regarding the Transaction, the ability of the parties to consummate the Transaction in a timely manner or at all, 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 for the Transact

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 ContextLogic Press Release Announcing Transaction 99.2 Investor Presentation 99.3 Transcript of Investor Call 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ContextLogic Holdings Inc. Date: December 8, 2025 By: /s/ Mark Ward Mark Ward President Principal Executive Officer

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