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 45.0102 ChangesDeparture inof Registrant’sDirectors Certifyingor AccountantPrincipal 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”). ~~Dismissal~~Mr. Levy has been designated a Class II director to hold office until the Company’s 2027 Annual Meeting of ~~Previous~~Stockholders, ~~Independent~~or ~~Registered~~until ~~Public~~his ~~Accounting~~successor ~~Firm~~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.

OnMr. ~~March~~Levy ~~26,~~has ~~2026,~~indicated ~~the~~he ~~Audit~~will ~~Committee~~waive ~~(the~~receiving ~~“Audit~~cash ~~Committee”)~~or ofequity compensation under the ~~Board~~Company’s ofnon-employee ~~Directors~~director ~~(the~~compensation ~~“Board”)~~policy offor ~~ContextLogic~~his ~~Holdings~~role ~~Inc.~~as ~~(the~~a ~~“Company”),~~director ~~dismissed~~but ~~BPM~~will ~~LLP~~be ~~(“BPM”)~~reimbursed asfor ~~the~~expenses ~~Company’s~~associated ~~independent~~with ~~registered~~attending ~~public~~meetings ~~accounting~~of ~~firm~~the Board and its committees.

The ~~audit~~Company ~~reports~~has ofalso ~~BPM~~entered oninto ~~the~~its ~~Company’s~~standard ~~consolidated~~indemnification ~~financial~~and ~~statements~~nondisclosure agreements for ~~each~~directors ofwith ~~the~~Mr. ~~two~~Levy. ~~fiscal~~There ~~years~~are ~~ended~~no ~~December~~arrangements ~~31,~~or ~~2025,~~understandings between Mr. Levy and ~~December~~any ~~31,~~other ~~2024,~~person ~~did~~pursuant ~~not~~to ~~contain~~which anMr. ~~adverse~~Levy ~~opinion~~was orselected as a ~~disclaimer~~director, ofand ~~opinion,~~there ~~nor~~are ~~were~~no ~~the~~transactions ~~reports~~in onwhich the Company’s ~~consolidated~~is ~~financial~~a ~~statements~~party ~~qualified~~and orin ~~modified~~which asMr. Levy has a material interest subject to ~~uncertainty,~~disclosure ~~audit~~under ~~scope~~Item or404(a) ~~accounting~~of ~~principles~~Regulation S-K.

In addition, in connection with the audits of the Company’s consolidated financial statements for the fiscal years ended December 31, 2025, and December 31, 2024, there were no “disagreements” (as that term is defined in Item 304(a)(1)(iv)7.01 of Regulation S-K)FD between the Company and BPM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to the satisfaction of BPM, would have caused BPM to make reference to the subject matter of the disagreement in connection with its report on the Company’s consolidated financial statements for such yearsDisclosures. During the fiscal years ended December 31, 2024 and December 31, 2025, there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

~~The~~On April 1, 2026, the Company ~~provided~~issued ~~BPM~~a ~~with~~press release announcing the appointment of Mr. Levy as a director of the Board. A copy of the ~~disclosures~~press ~~contained~~release inis furnished as Exhibit 99.1 to this Current Report on Form 8-K. ~~and~~The ~~requested~~information ~~that~~furnished ~~BPM~~pursuant ~~furnish~~to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the ~~Company~~Securities ~~with~~Exchange aAct ~~letter~~of ~~addressed~~1934, as amended, or otherwise subject to the ~~Securities~~liabilities of that section, and ~~Exchange~~shall ~~Commission~~not ~~stating~~be ~~whether~~deemed itincorporated ~~agrees~~by reference into any other filing with the ~~statements~~Securities ~~contained~~and ~~herein.~~Exchange ACommission ~~copy~~made ofby ~~BPM’s~~the ~~letter~~Company, ~~dated~~regardless ~~March~~of ~~30,~~any ~~2026,~~general isincorporation ~~filed~~language asin ~~Exhibit~~such ~~16.1~~filing, toexcept ~~this~~as ~~Current~~otherwise ~~Report~~expressly onstated ~~Form~~in ~~8-K~~such filing.

(b) Appointment of New Independent Registered Public Accounting Firm.

On March 26, 2026, the Audit Committee, after conducting a competitive process to evaluate and select the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, approved the selection of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, subject to the completion of standard acceptance procedures.

During the Company’s fiscal years ended December 31, 2025 and December 31, 2024, neither the Company nor anyone on its behalf consulted with Deloitte with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company by Deloitte that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was either the subject of a disagreement or a reportable event (as those terms are described in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber		Description
16.1		Letter of BPM LLP, dated March 30, 2026, to the Securities and Exchange Commission.
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:	~~March~~April 301, 2026	By:	/s/ Mark Ward
			Mark WardPresidentPrincipal Executive Officer

Filing Compare · ContextLogic Holdings Inc.