Form 8-K
8-K — ContextLogic Holdings Inc.
Accession: 0001193125-26-135783
Filed: 2026-04-01
Period: 2026-03-26
CIK: 0002064307
SIC: 5961 (RETAIL-CATALOG & MAIL-ORDER HOUSES)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — logc-20260326.htm (Primary)
EX-99.1 (logc-ex99_1.htm)
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8-K
8-K (Primary)
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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): March 26, 2026
ContextLogic Holdings Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware
000-56773
27-2930953
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
2648 International Blvd., Ste 301
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:
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 Principal Officers; Election of Directors; Appointment of Principal Officers.
On March 26, 2026, the Board of Directors (the “Board”) of ContextLogic Holdings Inc. (the “Company”) increased its size from seven to eight members and approved the appointment of Paul S. Levy to serve as a director of the Board, effective March 26, 2026 (the “Effective Date”). Mr. Levy has been designated a Class II director to hold office until the Company’s 2027 Annual Meeting of Stockholders, or until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. The Board also appointed Mr. Levy to serve as a member of the Audit Committee.
Mr. Levy has indicated he will waive receiving cash or equity compensation under the Company’s non-employee director compensation policy for his role as a director but will be reimbursed for expenses associated with attending meetings of the Board and its committees.
The Company has also entered into its standard indemnification and nondisclosure agreements for directors with Mr. Levy. There are no arrangements or understandings between Mr. Levy and any other person pursuant to which Mr. Levy was selected as a director, and there are no transactions in which the Company is a party and in which Mr. Levy has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosures.
On April 1, 2026, the Company issued a press release announcing the appointment of Mr. Levy as a director of the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company, regardless of any general incorporation language in such filing, except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
10.1
Form of Director Indemnification Agreement (which is included in the Purchase Agreement as Exhibit L therein).
99.1
Press release issued by ContextLogic Holdings Inc. on April 1, 2026
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 Holdings Inc.
Date:
April 1, 2026
By:
/s/ Mark Ward
Mark Ward
President
Principal Executive Officer
EX-99.1
EX-99.1
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EX-99.1
Exhibit 99.1
ContextLogic Appoints Paul S. Levy to Board of Directors
OAKLAND, Calif., April 1, 2026 (GLOBE NEWSWIRE) -- ContextLogic Holdings Inc. (OTCQB: LOGC) (“ContextLogic,” the “Company,” “we” or “our”), a business ownership platform focused on acquiring and building a portfolio of high-quality, long-duration businesses, today announced that its Board of Directors (“the Board”) has appointed Paul S. Levy as an independent director.
Mr. Levy was named a member of the Audit Committee. Similar to the directors affiliated with Abrams Capital and BC Partners, Mr. Levy will be waiving any compensation for his role as a director.
Mr. Levy founded JLL Partners, a leading middle-market private equity firm, in 1988, where he has overseen investments across a wide range of industries and market cycles as a Managing Director.
“I am pleased to welcome Paul to our Board,” said Raja Bobbili, Chairman of the ContextLogic Board. “Paul brings forty years of experience partnering with management teams to build enduring businesses, exactly as we hope to do here at ContextLogic. Importantly, Paul is also a significant shareholder, reinforcing the ownership-driven culture we are building at ContextLogic.”
Mr. Levy currently serves on the board of Loar Holdings Inc., an acquisition-driven aerospace platform. He has also served on numerous public and private company boards, including as Chairman of Builders FirstSource, Inc., bringing deep experience in scaling companies and overseeing complex acquisitions.
Earlier in his career, Mr. Levy was a Managing Director at Drexel Burnham Lambert, where he led the firm’s restructuring and exchange offer business, and he has held senior executive roles including as Chief Executive Officer of Yves Saint Laurent, Inc.
“I am excited to join ContextLogic at this pivotal moment,” said Mr. Levy. “Over the course of my career, I’ve encountered very few models like this, particularly in the public markets. The Company’s focus on long-term ownership, operational autonomy, and alignment between operators and owners is both uncommon and powerful, and I look forward to helping realize its long-term potential.”
Mr. Levy holds a B.A. from Lehigh University and a J.D. from the University of Pennsylvania Law School.
About ContextLogic Holdings Inc.
ContextLogic is a publicly-traded business ownership platform established to own a collection of niche, competitively advantaged, long-duration businesses. Each business operates with meaningful autonomy under world-class management teams whose incentives are tightly aligned with those of the Company’s shareholders, supported by a governance structure that creates direct accountability between operators and owners. For more information about ContextLogic, please visit www.contextlogic.com.
Forward-Looking Statements
This news release 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 Paul Levy’s impact at ContextLogic. 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: future financial performance; future liquidity and operating expenditures; financial condition and results of operations; enforceability of transfer restrictions and occurrence of an ownership change with the result that ContextLogic’s ability to use its net operating losses could be severely limited; future legislation resulting in ContextLogic being unable to realize the benefits of the tax attributes; ContextLogic’s ability to make use of the existing benefits of the tax attributes because ContextLogic may not generate taxable income; risks related to any future acquisition of a business or assets; currently pending or future litigation; risks if we are deemed to be an investment company under the Investment Company Act of 1940; the effect of new accounting pronouncements; competitive changes in the marketplace and other characterizations of future events or circumstances; and the other important factors discussed in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Further information on these and additional risks that could affect ContextLogic’s results is included in its filings with the Securities and Exchange Commission (“SEC”), including the Annual Report on Form 10-K for the year ended December 31, 2025 and other reports that ContextLogic files with the SEC from time to time, which could cause actual results to vary from expectations. Any forward-looking statement made by ContextLogic in this news release speaks only as of the day on which ContextLogic makes it. ContextLogic assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release.
Investor Relations:
Lucy Simon, CLHI
ir@contextlogic.com
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