8-K filed February 26, 2026, 6:59 PM ET ticker LOGC CIK 0002064307

M&A confidence high sentiment neutral materiality 0.85

ContextLogic closes $907.5M US Salt acquisition; funds via $215M term loan and $115M equity

ContextLogic Holdings Inc.

Acquired US Salt for approx. $907.5M ($582.3M cash + $325.2M equity rollover) on Feb 26, 2026.
Entered $215M term loan and $25M revolver credit facility maturing 2033, with SOFR+4.00-4.50% margin.
Rights Offering raised only $3.4M; backstop purchasers (BCP, Abrams) bought $111.6M for total $115M.
Appointed Raja Bobbili and David Abrams of Abrams Capital to Board effective Feb 20, 2026.
Executed registration rights, voting, escrow, and indemnification agreements with investors.

item 1.01 item 2.01 item 2.03 item 3.02 item 5.02 item 8.01 item 9.01

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form_type: 8-K
ticker: LOGC
cik: 0002064307
company_name: ContextLogic Holdings Inc.
filed_at: 2026-02-26T23:59:59+00:00
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Source-grounded claims

6dfd831577ab892efc3326796f2954521689b2cd

ContextLogic Holdings Inc. completed an acquisition involving US Salt Parent Holdings, LLC for approximately $907.5 million (closed 2026-02-26).

business, and the Company holds substantially all of the assets and business of US Salt. The Company and Holdings acquired US Salt for a purchase price of approximately $907.5 million, subject to customary adjustments, including for cash, debt, and net working capital, which was comprised of approximately $582.3 million in cash consideration (including, among

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

2be59f2178f5b1aa90839a2df0482de0d20e2b91

ContextLogic Holdings Inc. entered into Voting Agreement with Abrams Capital Partners I, L.P., Abrams Capital Partners II, L.P., Riva Capital Partners V, L.P., Riva Capital Partners VI, L.P. (collectively, the 'Abrams Investors'), and BCP Special Opportunities Fund III Originations LP.

In connection with entering into the Purchase Agreement, on the Closing Date, each of Abrams Capital Partners I, L.P., a Delaware limited partnership (“ ACP I ”), Abrams Capital Partners II, L.P., a Delaware limited partnership (“ ACP II ”), Riva Capital Partners V, L.P., a Delaware limited partnership (“ Riva V ”), and Riva Capital Partners VI, L.P., a Delaware limited partnership (“ Riva VI ”, and together with ACP I, ACP II and Riva V, collectively, the “ Abrams Investors ”), and BCP Special Opportunities Fund III Originations LP, a Delaware limited partnership (“ BCP ” and together with the Abrams Investors, the “ Voting Entities ”), entered into a voting agreement (the “ Voting Agreement ”).

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

422f413c5aef217bdfb380dcb3758f681f1fa731

ContextLogic Holdings Inc. amended Second Amended and Restated Limited Liability Company Agreement (effective 2025-03-06).

As contemplated by the Purchase Agreement, on the Closing Date, Holdings entered into a Second Amended and Restated Limited Liability Company Agreement (the “ 2nd A&R LLCA ”) which amended and restated that certain Amended and Restated Limited Liability Company Agreement entered into on March 6, 2025, as previously disclosed.

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

82c76e99b160b747a035a4c58bb0104e97cfb522

ContextLogic Holdings Inc. entered into Credit Agreement with US Salt Investors, LLC, US Salt Holdings, LLC, Wilmington Trust, National Association, and the Lenders.

On the Closing Date, Holdings, as the initial borrower, entered into a Credit Agreement (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ”), with US Salt Investors, LLC, a Delaware limited liability company (the “ Borrower ”), as the borrower, US Salt Holdings, LLC, a Delaware limited liability company (“ US Salt Holdings ”), as holdings, the guarantors from time to time party thereto, Wilmington Trust, National Association, as administrative agent and collateral agent (the “ Agent ”), and each lender from time to time party thereto (the “ Lenders ”).

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

b5f8196ed5646998795d013a67116de88d99942e

ContextLogic Holdings Inc. entered into Escrow Agreement with Wilmington Trust, NA, the Sellers Representative, and ContextLogic Holdings, LLC valued at $2,750,000.

In connection with the Purchase Agreement, Wilmington Trust, NA, a national banking association (the “ Escrow Agent ”), the Sellers Representative (as defined below), and ContextLogic Holdings, LLC, a wholly-owned subsidiary of the Company (“ Holdings ”) entered into an escrow agreement (the “ Escrow Agreement ”) which sets forth the terms of the Escrow Fund (as defined below), which is to include the Escrow Amount of $2,750,000.

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

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business, and the Company holds substantially all of the assets and business of US Salt. The Company and Holdings acquired US Salt for a purchase price of approximately $907.5 million, subject to customary adjustments, including for cash, debt, and net working capital, which was comprised of approximately $582.3 million in cash consideration (including, among

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business, and the Company holds substantially all of the assets and business of US Salt. The Company and Holdings acquired US Salt for a purchase price of approximately $907.5 million, subject to customary adjustments, including for cash, debt, and net working capital, which was comprised of approximately $582.3 million in cash consideration (including, among

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business, and the Company holds substantially all of the assets and business of US Salt. The Company and Holdings acquired US Salt for a purchase price of approximately $907.5 million, subject to customary adjustments, including for cash, debt, and net working capital, which was comprised of approximately $582.3 million in cash consideration (including, among

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business, and the Company holds substantially all of the assets and business of US Salt. The Company and Holdings acquired US Salt for a purchase price of approximately $907.5 million, subject to customary adjustments, including for cash, debt, and net working capital, which was comprised of approximately $582.3 million in cash consideration (including, among

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business, and the Company holds substantially all of the assets and business of US Salt. The Company and Holdings acquired US Salt for a purchase price of approximately $907.5 million, subject to customary adjustments, including for cash, debt, and net working capital, which was comprised of approximately $582.3 million in cash consideration (including, among

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business, and the Company holds substantially all of the assets and business of US Salt. The Company and Holdings acquired US Salt for a purchase price of approximately $907.5 million, subject to customary adjustments, including for cash, debt, and net working capital, which was comprised of approximately $582.3 million in cash consideration (including, among

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true 0001840416 0001840416 2026-05-04 2026-05-04 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________ FORM 8-K/A (Amendment No. 1) __________________________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2026

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business, and the Company holds substantially all of the assets and business of US Salt. The Company and Holdings acquired US Salt for a purchase price of approximately $907.5 million, subject to customary adjustments, including for cash, debt, and net working capital, which was comprised of approximately $582.3 million in cash consideration (including, among

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business, and the Company holds substantially all of the assets and business of US Salt. The Company and Holdings acquired US Salt for a purchase price of approximately $907.5 million, subject to customary adjustments, including for cash, debt, and net working capital, which was comprised of approximately $582.3 million in cash consideration (including, among

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