ContextLogic Holdings Inc. Announces Expiration of Rights Offering

Date: February 23, 2026

Key Points from the Report

• The rights offering subscription period for ContextLogic Holdings Inc. (the “Company”) expired on February 20, 2026, at 5:00 p.m. New York City time.
• This rights offering (the “Rights Offering”) was previously announced and allowed holders of ContextLogic common stock to purchase up to an aggregate of 14,375,000 shares of common stock, par value \$0.0001 per share.
• Unexercised subscription rights expired at the deadline and are now void and have no value.
• The Company expects to file a further Current Report on Form 8-K on or around February 26, 2026, which will include the final results of the Rights Offering.
• Any excess subscription payments received will be returned to the applicable holders by the Rights Agent via check, without any interest or deduction.
• The shares purchased in the Rights Offering will be issued in uncertificated book-entry form.
• The Company had previously entered into a backstop agreement with BCP Special Opportunities Fund III Originations LP, as outlined in a prior 8-K filing on December 11, 2025. This agreement provided certain purchase commitments in the event the Rights Offering was not fully subscribed.
• As of the date of this report, the Company does not have any securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (i.e., no listed securities).
• The Company is not classified as an emerging growth company as per the definitions under the Securities Act and Exchange Act.

Important Shareholder and Investor Information

• Potential Share Dilution: Up to 14,375,000 new shares of ContextLogic common stock may be issued as a result of the Rights Offering, potentially diluting existing shareholders who did not exercise their rights.
• Backstop Agreement: BCP Special Opportunities Fund III Originations LP is serving as a backstop, meaning it may acquire any unsubscribed shares, potentially becoming a significant shareholder or influencing control dynamics.
• Unlisted Status: The Company currently has no active trading symbol and no securities listed on any exchange. This may affect liquidity and valuation transparency for investors.
• Final Results Pending: The final allocation and outcome of the Rights Offering, including the exact number of shares issued and to whom, will be disclosed in a future SEC filing expected around February 26, 2026.
• Refunds for Over-Subscription: If you overpaid during the Rights Offering, expect a refund by check from the Rights Agent, with no interest or deductions.

Potential Share Price Impact

• The Rights Offering could significantly increase the number of outstanding shares, which may put downward pressure on share value due to dilution.
• The involvement of BCP Special Opportunities Fund III as a backstop could signal external investor confidence, but may also raise questions about future strategic direction or control.
• The lack of a trading symbol or exchange listing could limit liquidity for investors and may make it more challenging to ascertain fair market value of the shares.
• Investors should closely monitor the upcoming 8-K filing for the final results, as the subscription rates and amount of shares ultimately issued may further inform the Company’s capital structure and investor base.

Additional Details

• Any rights not exercised by the expiration date are now void and without value.
• Shares issued through this offering will be in uncertificated, book-entry form, not physical certificates.
• There are no new securities being registered for public trading at this time.
• The Company’s President and Principal Executive Officer, Mark Ward, signed the report on behalf of ContextLogic Holdings Inc. on February 23, 2026.

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