{"filing":{"accession_number":"0001193125-26-333861","cik":"0002064307","ticker":"LOGC","company_name":"ContextLogic Holdings Inc.","form":"8-K","filing_date":"2026-08-05","report_date":"2026-08-04","primary_document":"logc-20260804.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2064307/000119312526333861/logc-20260804.htm"},"events":[{"id":24486,"run_id":22189,"accession_number":"0001193125-26-333861","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"ContextLogic Holdings entered into a definitive Stock Purchase Agreement on August 4, 2026, to acquire gChem (EagleTree-Gaylord Holdings Corp.) for $850 million in cash, with committed equity financing of $870 million and debt financing of $275 million, expected to close by end of 2026 subject to HSR clearance and customary closing conditions.","company_name":"ContextLogic Holdings Inc.","ticker":"LOGC","filing_date":"2026-08-05","form":"8-K","submitted_at":null,"items":[{"id":25049,"accession_number":"0001193125-26-333861","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"ContextLogic Holdings entered into a definitive Stock Purchase Agreement on August 4, 2026, to acquire gChem (EagleTree-Gaylord Holdings Corp.) for $850 million in cash. This is a material acquisition disclosed under Item 1.01 (Entry into a Material Definitive Agreement), representing ContextLogic's second operating business acquisition following US Salt in February 2026. The transaction includes committed equity financing of $870 million and debt financing of $275 million, with expected closing by end of 2026 subject to HSR clearance and customary closing conditions.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-06T02:39:52.472386+00:00","company_name":"","ticker":null,"filing_date":""},{"id":25051,"accession_number":"0001193125-26-333861","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"ContextLogic announced entry into a definitive agreement to acquire gChem (Gaylord Chemical) for $850 million enterprise value, with closing expected by end of 2026. This is a material acquisition disclosed via press release and investor presentation under Item 7.01 (Regulation FD Disclosure), representing a significant M\u0026A transaction that would materially affect the registrant's business, capital structure, and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-06T02:39:52.472386+00:00","company_name":"","ticker":null,"filing_date":""},{"id":25052,"accession_number":"0001193125-26-333861","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The Item 8.01 disclosure centers on two material events: (1) US Salt's investigation of a confirmed contaminant in a February 2026 production lot, with potential for partial or full recall, and (2) ContextLogic's announcement of a definitive agreement to acquire gChem for $850 million enterprise value, expected to close by end of 2026. While the Item nominally addresses \"Other Events,\" the gChem acquisition is the dominant disclosure—a material M\u0026A transaction with committed financing, management continuity, and forward-looking financial guidance. The US Salt contamination matter is disclosed as a risk factor but is secondary to the acquisition announcement. The M\u0026A activity classification best captures the principal event disclosed.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-06T02:39:52.472386+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":24487,"run_id":22189,"accession_number":"0001193125-26-333861","anchor_item_number":"2.02","event_type":"earnings_release","event_domain":"financial","is_material":true,"confidence":0.75,"summary":"ContextLogic disclosed preliminary estimated financial results for Q2 2026, showing revenue of $33.6 million (essentially flat vs. $33.8 million in Q2 2025) and gross profit of $12.5 million (down from $13.7 million in Q2 2025), reflecting volume declines and pricing changes.","company_name":"ContextLogic Holdings Inc.","ticker":"LOGC","filing_date":"2026-08-05","form":"8-K","submitted_at":null,"items":[{"id":25050,"accession_number":"0001193125-26-333861","item_number":"2.02","item_title":"Results of Operations and Financial Condition.","event_type":"earnings_release","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Item 2.02 discloses preliminary estimated financial results for Q2 2026, showing revenue of $33.6 million (essentially flat vs. $33.8 million in Q2 2025) and gross profit of $12.5 million (down from $13.7 million). The filing explicitly states these are \"preliminary estimated financial information\" for the three months ended June 30, 2026, with detailed commentary on volume declines and pricing changes. While the exhibit also announces the gChem acquisition, the Item 2.02 section itself is a financial results disclosure typical of earnings releases, making this material to investors assessing operational performance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-06T02:39:52.472386+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":25049,"accession_number":"0001193125-26-333861","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"ContextLogic Holdings entered into a definitive Stock Purchase Agreement on August 4, 2026, to acquire gChem (EagleTree-Gaylord Holdings Corp.) for $850 million in cash. This is a material acquisition disclosed under Item 1.01 (Entry into a Material Definitive Agreement), representing ContextLogic's second operating business acquisition following US Salt in February 2026. The transaction includes committed equity financing of $870 million and debt financing of $275 million, with expected closing by end of 2026 subject to HSR clearance and customary closing conditions.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-06T02:39:52.472386+00:00","company_name":"ContextLogic Holdings Inc.","ticker":"LOGC","filing_date":"2026-08-05"},{"id":25050,"accession_number":"0001193125-26-333861","item_number":"2.02","item_title":"Results of Operations and Financial Condition.","event_type":"earnings_release","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Item 2.02 discloses preliminary estimated financial results for Q2 2026, showing revenue of $33.6 million (essentially flat vs. $33.8 million in Q2 2025) and gross profit of $12.5 million (down from $13.7 million). The filing explicitly states these are \"preliminary estimated financial information\" for the three months ended June 30, 2026, with detailed commentary on volume declines and pricing changes. While the exhibit also announces the gChem acquisition, the Item 2.02 section itself is a financial results disclosure typical of earnings releases, making this material to investors assessing operational performance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-06T02:39:52.472386+00:00","company_name":"ContextLogic Holdings Inc.","ticker":"LOGC","filing_date":"2026-08-05"},{"id":25051,"accession_number":"0001193125-26-333861","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"ContextLogic announced entry into a definitive agreement to acquire gChem (Gaylord Chemical) for $850 million enterprise value, with closing expected by end of 2026. This is a material acquisition disclosed via press release and investor presentation under Item 7.01 (Regulation FD Disclosure), representing a significant M\u0026A transaction that would materially affect the registrant's business, capital structure, and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-06T02:39:52.472386+00:00","company_name":"ContextLogic Holdings Inc.","ticker":"LOGC","filing_date":"2026-08-05"},{"id":25052,"accession_number":"0001193125-26-333861","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The Item 8.01 disclosure centers on two material events: (1) US Salt's investigation of a confirmed contaminant in a February 2026 production lot, with potential for partial or full recall, and (2) ContextLogic's announcement of a definitive agreement to acquire gChem for $850 million enterprise value, expected to close by end of 2026. While the Item nominally addresses \"Other Events,\" the gChem acquisition is the dominant disclosure—a material M\u0026A transaction with committed financing, management continuity, and forward-looking financial guidance. The US Salt contamination matter is disclosed as a risk factor but is secondary to the acquisition announcement. The M\u0026A activity classification best captures the principal event disclosed.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-06T02:39:52.472386+00:00","company_name":"ContextLogic Holdings Inc.","ticker":"LOGC","filing_date":"2026-08-05"}]}