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|8-KFeb 23, 5:16 PM ET

ContextLogic Holdings Inc. 8-K

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ContextLogic Holdings Inc. Reports Preliminary Rights Offering Results

What Happened ContextLogic Holdings Inc. (LOGC) filed an 8-K (Item 8.01) reporting that the subscription period for its previously announced rights offering expired on February 20, 2026 at 5:00 p.m. (NYC). The offering made subscription rights available to purchase up to an aggregate of 14,375,000 shares of ContextLogic common stock. As of expiration, approximately 802,946 subscription rights were exercised to purchase an aggregate of 429,463 shares. Based on preliminary results and the company’s backstop agreements, the company expects total proceeds of $115,000,000.

Key Details

  • Rights offering expiration: February 20, 2026 at 5:00 p.m. (New York City).
  • Subscriptions exercised: ~802,946 rights exercised to buy 429,463 shares.
  • Backstop commitments (preliminary):
    • BCP Special Opportunities Fund III Originations LP to buy 11,156,429.60 Class A Convertible Preferred Units from ContextLogic Holdings, LLC at $8.00 each (≈ $89,251,436.80).
    • Abrams Capital Partners I, L.P. to buy 190,496 shares at $8.00 ($1,523,968).
    • Abrams Capital Partners II, L.P. to buy 2,598,611 shares at $8.00 ($20,788,888).
  • Total expected proceeds from the rights offering and backstops: $115,000,000. Final results are preliminary and subject to confirmation; a Form 8-K with final results is expected on or about February 26, 2026.
  • Unexercised subscription rights expired and are void; issued shares will be delivered in uncertificated book-entry form. Any excess subscription payments will be returned by check without interest.

Why It Matters This filing shows the company pursued a rights offering with institutional backstops to raise capital. The preliminary $115 million in expected proceeds (subject to finalization) represents committed funding from backstop investors and will affect ContextLogic’s capitalization through issuance of preferred units and common shares. Retail investors should note that most subscription rights went unexercised (expired worthless) and that the backstop purchases will result in issuance of securities that can dilute existing shareholders. Final, confirmed results will be filed shortly and will provide the exact share counts and final proceeds.