LOGC 8-K
ContextLogic Holdings Inc. (LOGC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 29, 2026, Chad Chevalier, Interim Chief Financial Officer of ContextLogic Holdings Inc. (the “Company”), provided notice of his intention to resign from the Company, effective June 1, 2026. Mr. Chevalier’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
On June 1, 2026 the Company also announced the appointment of Scott Stewart, age 53, as Chief Financial Officer and Chief Operating Officer, effective June 1, 2026 (the “Effective Date”). Mr. Stewart joins the Company after serving as the Chief Financial Officer at Cantaloupe, Inc. (Nasdaq: CTLP), a technology and payments company focused on unattended retail. During his time at Cantaloupe, Mr. Stewart oversaw Cantaloupe’s finance organization, including financial strategy and operations, accounting and financial reporting, planning and analysis, tax, treasury, and investor relations. Prior to Cantaloupe, Mr. Stewart served from 2007 to 2020 with Intercontinental Exchange, Inc. (NYSE: ICE), which operates global exchanges such as the New York Stock Exchange (NYSE), and clearing houses across the globe. During his time at ICE, Mr. Stewart served in various positions, most recently as Assistant Controller, where his responsibilities included managing and overseeing the corporate accounting function, working on complex accounting matters, and working on multiple acquisitions and divestitures, most notably the acquisition of the NYSE. Prior to that, Mr. Stewart spent four years at Ernst and Young in their audit practice. A graduate of Clemson University, Mr. Stewart holds both a Bachelor of Science in Accounting and Master of Professional Accountancy. He is also a certified public accountant (currently inactive).
In connection with Mr. Stewart’s appointment and pursuant to the terms of an employment agreement entered into with Mr. Stewart (the “Employment Agreement”) and approved by the Board, Mr. Stewart will receive a base salary of $400,000 per year. Mr. Stewart is also eligible to receive an annual bonus for each fiscal year completed during his employment (the “Annual Bonus”). The target amount of the Annual Bonus will be 37.5% of the base salary, with the actual amount of any such bonus ranging from a minimum of 25% to a maximum of 50% of base salary, as determined by the Board and/or Compensation Committee in their sole discretion based on the attainment of performance goals. Mr. Stewart’s Annual Bonus for 2026 will be prorated for the period that he is employed by the Company during the year. Pursuant to the terms of the Employment Agreement, the Board will grant Mr. Stewart a new hire award of 50,000 restricted stock units (“RSUs”) of the Company’s Common Stock (the “Appointment Grant”). The Appointment Grant will vest in equal installments of 20% of the total RSUs subject to the award on each of the first through fifth anniversaries of the Effective Date, generally subject to Mr. Stewart’s continuous service. Mr. Stewart is also eligible to receive an annual award of not less than 25,000 RSUs (the “Annual Refresh Grant”) in conjunction with, and at the same time as, the payment of the Annual Bonus for up to five consecutive annual bonus cycles following the Effective Date, subject to Mr. Stewart’s continuous service.
During Mr. Stewart’s employment, the Company will also pay 100% of his monthly premium costs for health and welfare benefits for Mr. Stewart and his eligible family members.
Additionally, in connection with his Employment Agreement, Mr. Stewart entered into an Executive Severance and Change in Control Agreement with the Company (the “Severance Agreement”) providing for the following benefits:
Termination Not in Connection with a Change in Control. Pursuant to his Severance Agreement, Mr. Stewart is eligible to receive a lump sum cash payment equal to six months of his base salary and an additional lump sum cash payment equal to six months of his benefit premiums if his employment is terminated by the Company without cause or he resigns for good reason, and such termination is not in connection with a change in control. In addition, unless the terms of an equity grant state otherwise, Mr. Stewart would also be entitled to accelerated vesting of any unvested time-based equity grants that would otherwise have vested within 12 months after his termination date.
Termination in Connection with a Change in Control. Pursuant to his Severance Agreement, Mr. Stewart is eligible to receive a lump sum cash payment equal to 12 months of his base salary, an additional lump sum cash payment equal to 12 months of his benefit premiums, and full acceleration of any unvested time-based equity awards if his employment is terminated by the Company without cause or he resigns for good reason, in either case within three months prior to or 12 months after a change in control.
The receipt of the severance benefits described above is subject to Mr. Stewart’s execution of the Company’s then-standard general release of claims.
In addition, Mr. Stewart entered into an indemnification agreement with the Company in substantially the form entered into with other officers of the Company.
The foregoing descriptions of the Employment Agreement and the Severance Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 10.2 and 10.3 hereto and incorporated herein by reference.
Item 7.01 Regulation FD Disclosures.
On June 1, 2026, the Company issued a press release announcing the appointment of Mr. Stewart. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 7.01. As provided in General Instruction B.2. to Form 8-K, the information furnished in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Press release issued by ContextLogic Holdings Inc. on June 1, 2026 |
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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.
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ContextLogic Holdings Inc. |
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Date: |
June 1, 2026 |
By: |
/s/ Mark Ward |
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Mark Ward |
Exhibit 10.1
Execution Version
Indemnification Agreement
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of June 1, 2026, between ContextLogic Holdings Inc., a Delaware corporation (the “Company”), and Scott Stewart (“Indemnitee”).
WITNESSETH THAT:
WHEREAS, highly competent persons have become more reluctant to serve corporations as directors and officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The Bylaws, as amended, (the “Bylaws”) and Restated Certificate of Incorporation (the “Restated Certificate”) of the Company require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”). The Bylaws, Restated Certificate and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification;
WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;
WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;
WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws and Restated Certificate and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, Indemnitee does not regard the protection available under the Bylaws and Restated Certificate and insurance as adequate in the present circumstances, and may not be willing to serve as an officer and/or director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified.
WHEREAS, Indemnitee is or may become a representative of or affiliated with a venture capital fund (together with any affiliated venture capital funds and the general partners, managing members or other control persons and/or any affiliated management companies, the “VC Funds”, and each, individually, a “VC Fund”), and has certain rights to indemnification and/or insurance provided by the VC Funds, which Indemnitee and the VC Fund intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided herein, with the Company’s acknowledgement and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve on the Board.
NOW, THEREFORE, in consideration of Indemnitee’s agreement to serve as an officer and/or director from and after the date hereof, the parties hereto agree as follows:
ContextLogic Holdings Inc.
2648 International Blvd Ste 301
Oakland, CA 94601
Attention: President, Corporate Secretary
Email: [email protected]; [email protected]
or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.
(Signature Page Follows)
IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written.
CONTEXTLOGIC HOLDINGS INC.
By: ___________________________________
Name: Mark Ward
Title: President
INDEMNITEE
______________________________________
Name: Scott Stewart
Address: c/o ContextLogic Holdings Inc.
2648 International Blvd., Suite 301
Oakland, CA 94601
[Signature Page To Indemnification Agreement]
Exhibit 99.1
ContextLogic Holdings Inc. Announces
Scott Stewart as Chief Financial Officer & Chief Operating Officer
OAKLAND, Calif., June 01, 2026 (GLOBE NEWSWIRE) -- ContextLogic Holdings, Inc. (OTCQB: LOGC) (“ContextLogic,” the “Company,” “we” or “our”) announced the appointment of Scott Stewart as its Chief Financial Officer and Chief Operating Officer, effective June 1, 2026.
Mr. Stewart joins ContextLogic with a career built around exactly what the Company needs: acquiring businesses, integrating them cleanly, and building the financial infrastructure to support them in a public company context.
Most recently, Mr. Stewart served as CFO of Cantaloupe, Inc. (Nasdaq: CTLP), a technology and payments company. He joined Cantaloupe in 2020 as Chief Accounting Officer, tasked with rebuilding Cantaloupe’s accounting function and controls, and was promoted to CFO in 2022 to lead the full finance organization — including financial reporting, planning and analysis, tax, treasury, and investor relations.
Prior to Cantaloupe, Mr. Stewart spent 13 years with Intercontinental Exchange, Inc., a Fortune 500 company that owns equity and commodity exchanges, most notably the New York Stock Exchange (NYSE), as well as various clearing houses across the globe. During his tenure at ICE, Mr. Stewart held various positions, most recently as Assistant Controller, where he managed corporate accounting, navigated complex technical accounting matters, and supported more than 30 acquisitions and integrations over his tenure — including the landmark acquisition of the NYSE.
Earlier in his career, Mr. Stewart spent four years at Ernst & Young in their audit practice. Mr. Stewart holds a Bachelor of Science in Accounting and a Master of Professional Accountancy from Clemson University.
“We are thrilled to welcome Scott to ContextLogic,” said Mark Ward, President of ContextLogic Holdings Inc. “As we build our portfolio of businesses, having someone who can run the financial and operational engine of the ownership platform is essential. Scott brings exactly the right experience and skillset.”
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About ContextLogic Holdings Inc.
ContextLogic Holdings Inc. is a publicly traded business ownership platform established to own a collection of niche, competitively advantaged, long-duration businesses. Each business operates with meaningful autonomy under world-class management teams whose incentives are tightly aligned with those of its shareholders, supported by a governance structure that creates direct accountability between operators and owners. For more information about ContextLogic, please visit www.contextlogic.com.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, statements regarding the Company’s plans to acquire businesses, integrate them and build financial infrastructure to support them and the impact of Mr. Stewart on the financial and operational aspects of the Company’s ownership platform. In some cases, forward-looking statements can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “foresees,” “forecasts,” “guidance,” “intends” “goals,” “may,” “might,” “outlook,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “targets,” “will,” “would” or similar expressions and the negatives of those terms. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Important factors, risks and uncertainties that could cause actual results to differ materially from those forward-looking statements include but are not limited to: future financial performance; future liquidity and operating expenditures; financial condition and results of operations; enforceability of transfer restrictions and occurrence of an ownership change with the result that ContextLogic’s ability to use its net operating losses could be severely limited; future legislation resulting in ContextLogic being unable to realize the benefits of the tax attributes; ContextLogic’s ability to make use of the existing benefits of the tax attributes because ContextLogic may not generate taxable income; risks related to any future acquisition of a business or assets; currently pending or future litigation; risks if we are deemed to be an investment company under the Investment Company Act of 1940; the effect of new accounting pronouncements; competitive changes in the marketplace and other characterizations of future events or circumstances; and the other important factors discussed in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Further information on these and additional risks that could affect ContextLogic’s results is included in its filings with the Securities and Exchange Commission (“SEC”), including the Annual Report on Form 10-K for the year ended December 31, 2025 and other reports that ContextLogic files with the SEC from time to time, which could cause actual results to vary from expectations. Any forward-looking statement made by ContextLogic in this news release speaks only as of the day on which ContextLogic makes it. ContextLogic assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release.
Investor Relations:
Lucy Simon, CLHI
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