Equibles

8-K

ContextLogic Holdings Inc. (LOGC)

8-K 2026-01-20 For: 2026-01-16
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Added on April 06, 2026

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): January 16, 2026

ContextLogic Holdings Inc.

(Exact name of Registrant as Specified in Its Charter)

DE 000-56773 27-2930953
(State or Other Jurisdiction<br><br> <br>of Incorporation) (Commission File Number) (IRS Employer Identification No.)
2648 International Blvd.,<br> Ste 301
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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)
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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act: None.

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 8.01 Other Events.

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2025, ContextLogic Holdings Inc. (OTCQB: LOGC) (“ContextLogic” or the “Company”) announced that, together with ContextLogic, LLC, a Delaware limited liability company and wholly-owned subsidiary of ContextLogic, ContextLogic Holdings, LLC, a Delaware limited liability company and indirect subsidiary of ContextLogic, it entered into a purchase agreement (the “Purchase Agreement”) with Salt Management Aggregator, LLC, a Delaware limited liability company, Emerald Lake Pearl Acquisition GP, L.P., a Delaware limited partnership, Emerald Lake Pearl Acquisition-A, L.P., a Delaware limited partnership, Emerald Lake Pearl Acquisition Blocker, LLC, a Delaware limited liability company, Emerald Lake Pearl Acquisition, L.P., a Delaware limited partnership, the investors set forth on Schedules I and II to the Purchase Agreement, US Salt Parent Holdings, LLC, a Delaware limited liability company (“Salt Parent” and the entities comprising the salt production, manufacturing and distribution business of US Salt and its subsidiaries, “US Salt”), BCP Special Opportunities Fund III Originations LP, a Delaware limited partnership and Emerald Lake Pearl Acquisition, L.P., a Delaware limited partnership, solely in its capacity as the Sellers Representative. Pursuant to the transactions described in the Purchase Agreement (together, the “Transaction”), the Company will acquire US Salt. In connection with the Transaction, holders of the Company’s common stock, part value $0.0001 per share (the “ContextLogic common stock”), will receive subscription rights to purchase, on a pro rata basis, shares of ContextLogic common stock for an aggregate purchase price of $115,000,000 (such offering, the “Rights Offering”).

In connection with the Transaction and related Rights Offering, the Company is voluntarily providing the following supplemental disclosures on this Current Report on Form 8-K solely for informational purposes:

• Exhibit 23.3, filed with this Current Report on Form 8-K, includes the expert consent of Deloitte & Touche LLP as auditor of US Salt Holdings, LLC as of the years ended December 31, 2024 and 2023 (the “Deloitte<br><br><br><br><br><br><br><br><br><br> Auditor Consent”).
• Exhibit 99.1, filed with this Current Report on Form 8-K, includes the disclosure required by the Part I, Item 101 (Business), Item 102 (Description of Property), and Item 103 (Legal Proceedings) of Form S-1 (collectively,<br> the “Supplemental Business Information”), giving effect to the Rights Offering.
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• Exhibit 99.2, filed with this Current Report on Form 8-K, includes the disclosure required by Part I, Item 303 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of Form S-1, provided with<br> respect to US Salt as of and for the years ended December 31, 2024 and 2023 (the “Supplemental US Salt MD&A”).
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• Exhibit 99.3, filed with this Current Report on Form 8-K, includes the disclosure required by Part I, Item 401 (Management) of Form S-1, provided with respect to US Salt (the “Supplemental US Salt Management Disclosure”).
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• Exhibit 99.4, filed with this Current Report on Form 8-K, includes (i) audited consolidated financial statements and the related notes of US Salt Holdings, LLC and its subsidiaries as of the years ended December 31, 2024 and<br> 2023 and (ii) unaudited interim condensed and consolidated financial statements of US Salt Holdings, LLC and its subsidiaries as of December 31, 2024 and for the nine months ended September 2025 and 2024 and related notes ((i) and (ii)<br> together, the “US Salt Financial Statements”).
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• Exhibit 99.5, filed with this Current Report on Form 8-K, includes certain unaudited pro forma condensed combined financial information of US Salt, prepared in accordance with Article 11 of Regulation S-X of the<br> Securities Exchange Commission (the “SEC”), based on the historical consolidated financial statements of the Company and US Salt, and is intended to<br> provide information about how the Transaction might have affected the Company’s historical consolidated financial statements (the “Unaudited Pro Forma Financial<br> Information)”.
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The unaudited pro forma balance sheet as of September 30, 2025 combines the historical unaudited condensed consolidated balance sheet of the Company and the historical unaudited condensed consolidated balance sheet of US Salt, each as of September 30, 2025, and depicts adjustments reflecting the accounting for the Transaction as if it had occurred on that date. The unaudited pro forma statement of operations for the year ended December 31, 2024 and the nine months ended September 30, 2025 reflect the combination of (i) the historical audited consolidated statement of operations of the Company for the year ended December 31, 2024 adjusted for the disposition of the Wish platform to eliminate operations of the associated asset sale that completed on April 18, 2024, and its historical unaudited condensed consolidated statement of operations for the nine months ended September 30, 2025, with (ii) the historical audited consolidated statement of operations of US Salt for the year ended December 31, 2024, and its historical unaudited condensed consolidated statement of operations for the nine months ended September 30, 2025, and depicts the adjustments reflected on the unaudited pro forma statements of operations assuming those adjustments were made on January 1, 2024.

As described therein, the Unaudited Pro Forma Financial Information is based on current estimates of, and good faith assumptions regarding, the adjustments arising from the Transaction, has been prepared for illustrative purposes and is not necessarily indicative of what combined results of operations would have been. None of the Company or US Salt make any representation or warranty, express or implied, as to, or assumes any responsibility for, the accuracy or completeness of the information contained in the Unaudited Pro Forma Financial Information. Nothing contained in the Unaudited Pro Forma Financial Information is, or shall be relied upon as, a promise or representation by any of the Company or US Salt, as to the matters set for the therein, whether as to the past or the future.

All of the information contained in Item 8.01 of this Current Report on Form 8-K, including Exhibit 23.3, Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, Exhibit 99.4 and Exhibit 99.5 attached hereto, is being furnished and will not be deemed “filed” for any purpose, including for the 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 will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or under the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(a)

As discussed above under Item 8.01, the US Salt Financial Statements are filed as Exhibit 99.4 hereto and are incorporated herein by reference.

(b)

As discussed above under Item 8.01, the Unaudited Pro Forma Financial Information is filed as Exhibit 99.5 hereto and are incorporated herein by reference.

Cautionary Statement Concerning Forward-Looking Statements

This Current Report on Form 8-K 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 ContextLogic’s financial outlook, information concerning the acquisition of US Salt, the strategic alternatives considered by ContextLogic’s board of directors, including the decisions taken thereto and alternatives for the use of its cash or cash equivalents, possible or assumed future results of operations and expenses, management strategies and plans, competitive position, business environment, potential growth strategies and opportunities and ContextLogic’s continued listing on the OTC Markets. 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, statements regarding the Transaction, the ability of the parties to consummate the Transaction in a timely manner or at all, the Purchase Agreement, the satisfaction or waiver of the conditions to closing the Transaction, the occurrence of any event, change or other circumstance or condition that could give rise to termination of the Purchase Agreement for the Transaction, the contemplated Rights Offering, the strategic alternatives considered by the Company’s board of directors, including the decisions taken thereto; future financial performance; future liquidity and operating expenditures; financial condition and results of operations; competitive changes in the marketplace and other characterizations of future events or circumstances. 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 SEC, including the Annual Report on Form 10-K for the year ended December 31, 2024, as amended by Amendment No. 1 to the Annual Report on Form 10K/A, the Quarterly Report on Form 10-Q for the period ended March 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 Current Report on Form 8-K speaks only as of the day on which ContextLogic makes it. ContextLogic assumes no obligation to, and except as otherwise required by federal securities law, does not currently intend to, update any such forward-looking statements after the date of this report.

Item 9.01 Financial Statements and Exhibits.

Exhibit<br><br> Number Description
23.3 Deloitte Auditor Consent
99.1 Supplemental Business Information
99.2 Supplemental US Salt MD&A
99.3 Supplemental US Salt Management Disclosure
99.4 US Salt Financial Statements
99.5 Unaudited Pro Forma Financial Information
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: January 16, 2026 By: /s/ Mark Ward
Mark Ward<br><br> <br>President<br><br> <br>Principal Executive Officer

Exhibit 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Registration Statement Nos. 333- 285746, 333-277676, 333-270074, 333-264625, 333-263538, 333-262433 and 333- 251374 on Form S-8 of ContextLogic Holdings Inc. of our report dated December 23, 2025, relating to the financial statements of US Salt Holdings, LLC appearing in this Current Report on Form 8-K dated January 16, 2026.

/s/ Deloitte & Touche LLP

New York, New York

January 16, 2026

Exhibit 99.1

BUSINESS

Company Overview

We are a business ownership platform designed from first principles to combine the structural advantages of permanent public capital with the operating discipline, alignment, and long-term orientation typically associated with private ownership. Our mission is to build a portfolio of high-quality, niche, and competitively advantaged businesses that generate sustainable, growing Free Cash Flow that can be reinvested over long time horizons.

Origins and Evolution of the Platform

Our origins trace to the former Wish.com business, which was divested following a multi-year decline driven by structural challenges in its underlying business model, leaving us with balance sheet liquidity of $162 million. Prior to the divestiture, the Company preserved approximately $2.9 billion of federal net operating losses and other tax attributes.

In 2025, investment funds advised by BC Partners and Abrams Capital partnered to recapitalize ContextLogic and Holdings, acquire US Salt, and architect a new platform based on aligned ownership, decentralized operations, and disciplined capital deployment. Upon closing of the US Salt Acquisition, we expect to implement the new governance and operating models described herein to foster long-duration value creation and to avoid the constraints and exit pressures common in traditional private equity structures.

Our Business Model

Our decentralized structure means each operating subsidiary will be independently managed by its leadership team with responsibility for day-to-day operations, commercial strategy, and long-term planning. Our corporate functions will be intentionally limited in scope. Corporate leadership—led by a president—supports public company reporting, capital allocation, and mergers and acquisitions execution. Our operating businesses will each have CEOs with primary authority and accountability for their businesses.

Under this model, each operating subsidiary will be overseen by a dedicated business oversight committee consisting of directors who work directly with management, review budgets, assess performance, and make compensation decisions. Capital allocation across the platform will be overseen by a separate investment committee composed primarily of representatives from the Company’s largest equityholders. We believe this governance structure will keep decision-making close to owners, enhance accountability, and ensure capital is deployed with discipline.

Acquisition Strategy

Our acquisition approach focuses on identifying and acquiring businesses that meet three core criteria:

1. Niche market positioning. Businesses operating in markets that are sufficiently attractive to support long-term growth but are<br> typically too specialized to attract substantial new competition.
2. Durable competitive advantages. Businesses with tangible and demonstrable structural advantages—such as cost position,<br> technical capability, regulatory or qualification hurdles, or geographic advantages.
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3. Long-duration relevance. Companies with business models and end markets that we expect to remain essential for decades,<br> allowing us to own and operate them without a predetermined exit timeline.
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We intend to add new businesses gradually over time, emphasizing quality, resilience, and attractive cash flow characteristics rather than volume or pace of deployment. In addition to strategic acquisitions, we may also pursue value-enhancing opportunities such as share repurchases, capital or structured investments when we believe such opportunities are attractive to shareholders.

US Salt: Our Anchor Subsidiary

Our inaugural acquisition, US Salt, exemplifies our strategic criteria. Founded in 1893, US Salt is one of the few vertically integrated producers of high-purity evaporated salt in the United States, serving resilient end markets including food production, pharmaceuticals, and water conditioning. The business benefits from structural barriers to entry arising from reserve scarcity, permitting and capital intensity, qualification requirements for key customers, and geographic advantages tied to shipping economics.

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Demand for US Salt’s products has remained relatively stable over time, with long-term pricing trends supported by rational industry supply, consistent demand, and customers’ willingness to pay for value, reliability, and quality.

Adjusted EBITDA Margin has historically remained near 40%, and Free Cash Flow conversion has been high given the limited maintenance capital expenditure requirements required after core infrastructure investments. The nearest comparable GAAP numbers for Adjusted EBITDA Margin and Free Cash Flow conversion are a Net Income Margin of 10.8% and Net Cash Provided by Operating Activities of approximately $21.2 million, respectively, each as of the nine months ended September 30, 2025. See reconciliation under the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.” The business has more than 40 years of remaining salt reserves and multiple decades more in undeveloped resources, supporting a long-duration operating profile.

US Salt’s growth strategy includes mix shifting into higher-value product categories such as pharmaceutical-grade salt, introducing new products and formats, expanding into new channels, and improving operational efficiency through capital investment.

Incentive System and Alignment

Management compensation is designed to directly link economic outcomes to sustained value creation. Annual bonuses are expected to be tied to year-over-year profit growth, with no payout for organic growth below 5%. Long-term incentives are based on five-year profit growth and are expected to be paid primarily in equity. We believe these incentives mirror the benefits of private equity ownership—without the forced exit—and foster long-term thinking.

At the corporate level, directors affiliated with BC Partners and Abrams Capital receive no compensation, and our president receives no salary from the Company. We believe this structure reinforces an alignment of interests with our public shareholders.

ContextLogic Business

Prior to April 2024, ContextLogic owned a global e-commerce platform known as “Wish” that connected millions of value-conscious consumers to hundreds of thousands of merchants globally. Pursuant to the Asset Sale (as defined below), we sold substantially all of our assets other than (A) our marketable securities, (B) our cash and cash equivalents and (C) certain tax attributes. Immediately following the closing of the Asset Sale, we received/retained approximately $162 million in cash, cash equivalents and marketable securities (consisting of government securities) (the “Post-Closing Cash”), as well as the tax attributes described herein.

Following the completion of the Asset Sale, we developed processes and procedures for evaluating strategic alternatives for the use of our Post-Closing Cash and reviewing, identifying and executing those strategic opportunities for the benefit of ContextLogic and its stockholders. The US Salt Acquisition is the result of those efforts.

ContextLogic Holdings Inc.

Prior to the Reorganization, ContextLogic was a wholly-owned subsidiary of ContextLogic Inc. The former name of ContextLogic Holdings Inc. was “Easter Parent, Inc.” Upon consummation of the Reorganization, ContextLogic changed its name from “Easter Parent, Inc.” to “ContextLogic Holdings Inc.”; ContextLogic Inc. became a subsidiary of ContextLogic; and ContextLogic became the publicly-traded company with ContextLogic common stock quoted for trading on OTCQB under the symbol “LOGC.”

Our principal executive offices are located at 2648 International Blvd., Suite 301, Oakland, California, 94601. Our telephone number is (415) 965-8476. Our website address is https://ir.contextlogic.com. Information on our website is not incorporated by reference into or otherwise part of the prospectus. Additional information about ContextLogic is included in documents incorporated by reference in this prospectus. Please see “Where You Can Find Additional Information.”

ContextLogic LLC

After the Reorganization, CLI Inc. became a wholly owned subsidiary of ContextLogic, was no longer a publicly traded company, and was converted into a Delaware limited liability company named CLI LLC.

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ContextLogic Holdings LLC

ContextLogic Holdings, LLC is a Delaware limited liability company and indirectly owned subsidiary of Holdings. As described below, Holdings issued and sold 75,000 Preferred Units to the Investor for an aggregate purchase price of $75,000,000 and 26,322,115.38 million Common Units to CLI Inc., pursuant to the initial closing of the Investment Transaction.

Asset Sale

Prior to the Asset Sale, the Company owned a global e-commerce platform known as “Wish” that connected millions of value-conscious consumers to hundreds of thousands of merchants globally. Wish combined technology and data science capabilities and an innovative discovery-based mobile shopping experience to create a highly-visual, entertaining, personalized, and discovery-based shopping experience for its users. Wish users engaged with the app in a similar manner to how they engage with social media, which is scrolling through visually-rich and interactive content. Wish provided its merchants with immediate access to its global base of monthly active users and a comprehensive suite of merchant services, including demand generation and engagement, data intelligence, promotional and logistics capabilities, integration partnerships, as well as business operations support, all in a cost-efficient manner. The scale of Wish’s user base and active global merchants means it accumulated significant data across user and merchant activities, which strengthened its data advantage, and created an even better experience for everyone on the platform, which in turn could attract more users and merchants. This flywheel effect had driven tremendous value to both users and merchants and has made Wish one of the largest e-commerce marketplaces in the world.

On February 10, 2024, we entered into an Asset Purchase Agreement with Qoo10 Inc., a Delaware corporation (“Qoo10 Delaware”), and, for certain specified purposes, Qoo10 Pte. Ltd., a Singapore private limited company and Qoo10 Delaware’s parent company (“Qoo10”), pursuant to which (i) we agreed to sell substantially all of our assets to Qoo10 Delaware or an affiliate designated by Qoo10 Delaware (such designated affiliate, the “Buyer”), other than (A) our NOLs and certain other tax attributes, (B) our marketable securities and (C) certain of our cash and cash equivalents, and (ii) Qoo10 agreed to acquire those assets and assume substantially all of our liabilities as specified in the Asset Purchase Agreement (the “Asset Sale”). On April 18, 2024, the holders of a majority of the outstanding shares of ContextLogic common stock voted to approve the Asset Sale. Pursuant to such vote and satisfaction of other customary closing conditions, the Asset Sale closed on April 19, 2024, and immediately following the closing of the Asset Sale, we received/retained approximately $162 million in cash, cash equivalents and marketable securities (consisting of government securities)(the “Post-Closing Cash”), as well as the tax attributes described herein.

The BC Partners Investment

On March 6, 2025, CLI Inc. entered into an amended and restated investment agreement (the “A&R Investment Agreement”) with Holdings, and an affiliate of BC Partners (the “Investor”). Under the A&R Investment Agreement, Holdings may issue up to 150,000 Preferred Units for an aggregate purchase price of up to $150,000,000 (the “Investment Transaction”). An initial closing of the Investment Transaction occurred on March 6, 2025 (the “Initial Closing”) whereby Holdings issued and sold 75,000 Preferred Units to the Investor for an aggregate purchase price of $75,000,000. The Preferred Units are governed by the Holdings LLCA. The Common Units of Holdings at the option of the holders of the Preferred Units at the conversion ratio (subject to adjustment as set forth in the Holdings LLCA).

Prior to the Initial Closing, CLI Inc. entered into a contribution agreement with Holdings pursuant to which CLI Inc. contributed $141,702,000 to Holdings in exchange for 26,322,115.38 Common Units and committed to contribute an aggregate additional $5,000,000 in currently restricted cash in April and September of 2025.

The Reorganization

On August 6, 2025, CLI Inc. completed its previously announced reorganization pursuant to the second amended and restated reorganization agreement (the “Reorganization Agreement”), by and among CLI Inc., Easter Parent, Inc., and Easter Merger Sub (“Easter Merger Sub”). The Reorganization Agreement provided for the merger of CLI Inc. and Easter Merger Sub, with CLI Inc. surviving the Reorganization as ContextLogic’s wholly owned subsidiary (the “Reorganization”), followed by a conversion of CLI Inc. into a Delaware limited liability company named “ContextLogic LLC” (the “Conversion”). The Reorganization Agreement was approved and adopted by the stockholders of ContextLogic at its annual meeting of stockholders held on July 24, 2025. The Reorganization was completed on August 6, 2025.

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The Reorganization was intended to help us preserve the long-term value of our NOLs, which can be used to reduce our future income tax liability. Under current tax laws, an ownership change could severely limit our ability to use these tax benefits. As a result of the Reorganization, shares of ContextLogic stock are subject to transfer restrictions intended to decrease the risk that an ownership change for tax purposes would occur. The transfer restrictions are an effective way to preserve the long-term value of the Company’s tax attributes.

Reorganization

Pursuant to the Reorganization:

• Easter Merger Sub was merged with and into CLI Inc. CLI Inc. survived and the separate existence of Easter Merger Sub ceased;
• CLI Inc. became a wholly owned subsidiary of ContextLogic;
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• CLI Inc., as the surviving corporation, succeeded (to the extent permitted and/or provided by applicable law) to all of the<br> rights, assets, liabilities and obligations of Easter Merger Sub;
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• after the merger, CLI Inc. was converted into a Delaware limited liability company and continued as a wholly owned subsidiary<br> of ContextLogic, CLI LLC.
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• the corporate existence of CLI Inc. continued unaffected and unimpaired by the Reorganization, except that, upon the<br> consummation of the Reorganization, all of the outstanding shares of CLI Inc.’s class A common stock, par value $0.0001 per share (“CLI Class A Common Stock”) were owned by ContextLogic and, after the merger, were converted to<br> limited liability company interests pursuant to CLI Inc.’s conversion into a Delaware limited liability company;
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• Holdings remained ContextLogic’s subsidiary following consummation of the Reorganization; and
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• Easter Parent, Inc. was renamed to “ContextLogic Holdings Inc.” following the Reorganization.
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Conversion of Shares

• each share of CLI Class A Common Stock issued and outstanding immediately prior to the merger was converted upon the<br> effectiveness of the merger into the right to receive one share of ContextLogic common stock;
• following the consummation of the merger, there are no shares of CLI Inc. preferred stock outstanding;
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• each option to purchase a share of CLI Class A Common Stock outstanding immediately prior to the consummation of the merger was<br> assumed by us upon the consummation of the merger and automatically became exercisable for a share of ContextLogic common stock;
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• each restricted stock unit to be settled in shares of CLI Class A Common Stock outstanding immediately prior to the merger was<br> assumed by us upon the consummation of the merger and remains subject to the same terms and conditions as were applicable to such restricted stock unit award, but were converted into an award with respect to the same number of shares of<br> ContextLogic common stock;
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• each share of common stock of Easter Merger Sub held by us immediately prior to the merger was automatically converted upon the<br> consummation of the merger into one share of CLI Class A Common Stock;
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• each share of ContextLogic common stock held by CLI Inc. immediately prior to the merger was surrendered to us for cancellation<br> and was cancelled simultaneously with the effectiveness of the merger; and
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• upon the consummation of the merger, ContextLogic assumed and continued CLI Inc.’s obligations under the 2010 Equity Incentive<br> Plan and continue CLI Inc.’s 2020 Equity Incentive Plan and the 2022 Inducement Plan, as amended.
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Certificate of Incorporation and Bylaws

• the restated certificate of incorporation of CLI Inc. as in effect immediately prior to the merger was amended and restated in<br> connection with the Reorganization until the conversion of CLI Inc. into a limited liability company. Upon the effectiveness of the conversion of CLI Inc. into a limited liability company, the internal affairs of CLI Inc. as CLI LLC are<br> governed by its certificate of formation and limited liability company agreement;

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• The Certificate of Incorporation, is substantially similar to the prior restated certificate of incorporation of CLI Inc.,<br> except that ContextLogic’s Certificate of Incorporation includes the transfer restrictions; and
• ContextLogic’s amended and restated bylaws are substantially similar to the previous bylaws of CLI Inc.
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The rights and powers of ContextLogic common stock, as in effect immediately after the Reorganization, are substantially equivalent in all material respects to the rights and powers of the CLI Class A Common Stock as in effect immediately prior to the Reorganization, except that the ContextLogic common stock is subject to the transfer restrictions.

After the merger and pursuant to the conversion of CLI Inc. into a limited liability company, the certificate of incorporation and bylaws of CLI Inc. are longer in effect, and CLI Inc. has a certificate of formation and a limited liability company agreement to reflect the fact that CLI Inc. is ContextLogic’s wholly owned subsidiary, is a Delaware limited liability company, and is no longer be a publicly traded company.

Completion of the Reorganization resulted in the dissolution of the Tax Benefits Preservation Plan pursuant to the terms of the Reorganization Agreement. Our Board effectuated an automatic redemption of all outstanding rights pursuant to the Tax Benefits Preservation Plan. These rights were settled by us in cash pursuant to and in accordance with the terms and conditions of the Tax Benefits Preservation Plan, with the plan subsequently terminated as a closing condition of the Reorganization.

ContextLogic common stock

After the Reorganization, ContextLogic common stock is quoted for trading on the OTCQB Venture Market on the OTC Markets under the symbol “LOGC”.

Certificate of Incorporation and Bylaws

Pursuant to the Reorganization Agreement, amendments to ContextLogic’s amended and restated certificate of incorporation and bylaws were required in order to effectuate the aforementioned transfer restrictions and to preserve the Company’s NOLs.

The following is a summary of the material differences between ContextLogic’s Certificate of Incorporation and amended and restated bylaws as in effect at the time of the Reorganization and after, on the one hand, and CLI Inc.’s restated certificate of incorporation and amended and restated bylaws in effect immediately before the Reorganization, on the other.

ContextLogic’s Certificate of Incorporation is substantively identical to CLI Inc.’s restated certificate of incorporation, as in effect immediately before the Reorganization with the following exceptions:

• CLI Inc.’s restated certificate of incorporation did not contain the transfer restrictions that are included in Article XIV of<br> ContextLogic’s Certificate of Incorporation; and
• Article IV of CLI Inc.’s restated certificate of incorporation provided for blank-check preferred stock, and its Certificate of<br> Designation provided for CLI Inc. Series A Preferred Stock of which there were no shares outstanding and Article IV of ContextLogic’s Certificate of Incorporation provides for blank-check preferred stock. Pursuant to the terms of the<br> Reorganization Agreement, the Certificate of Designation and the CLI Inc. Series A Preferred Stock was eliminated.
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ContextLogic’s amended and restated bylaws are substantively identical to CLI Inc.’s amended and restated bylaws as in effect immediately before the Reorganization.

Effects of the Reorganization on Stockholders

After the Reorganization, the shares of ContextLogic common stock and preferred stock have the same voting rights and rights to dividends and distributions and will be identical in all other respects to the CLI Class A Common Stock and preferred stock of CLI Inc. that were authorized prior to the Reorganization. There are no shares of ContextLogic preferred stock currently outstanding. Each stockholder’s percentage ownership of ContextLogic stock was not altered and each share of ContextLogic stock is subject to certain transfer restrictions that prohibit transfers having the effect of increasing the ownership of ContextLogic stock by (i) any person from less than 4.9% to 4.9% or more or (ii) any person owning or deemed to own 4.9% or more of ContextLogic stock.

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ContextLogic common stock issued pursuant to the Reorganization is fully paid and non-assessable. The Reorganization was not intended as, and did not have the effect of, a “going-private transaction” covered by Rule 13e-3 under the Exchange Act. Following the Reorganization, we continue to be subject to the periodic reporting requirements of the Exchange Act.

Board of Directors and Management

Immediately after the Reorganization, the Board consisted of the same six individuals who comprised CLI Inc.’s board of directors immediately before completion of the Reorganization, which directors will be elected at the Annual Meeting.

Immediately after the Reorganization, the Board had committees identical to the committees currently established by CLI Inc’s board of directors, which, after the Reorganization, had the same members as the comparable committees of the CLI Inc. board of directors. Each of the committees has a charter that is identical to such committee’s charter prior to the Reorganization.

The individuals who are executive officers of CLI Inc. immediately before the completion of the Reorganization were our only executive officers immediately following the Reorganization, and held corresponding offices.

Completion of the Reorganization

On August 6, 2025, we completed our Reorganization. The Reorganization Agreement was approved and adopted by the stockholders of ContextLogic at its annual meeting of stockholders held on July 24, 2025. The Reorganization became effective immediately upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time that may be specified in the certificate of merger).

Completion of the Reorganization resulted in the dissolution of CLI Inc.’s Tax Benefits Preservation Plan pursuant to the terms of the Reorganization Agreement. The CLI Inc. board effectuated an automatic redemption of all outstanding rights pursuant to the Tax Benefits Preservation Plan, dated as of February 10, 2024, by and between CLI Inc. and Equiniti Trust Company, LLC (“Equiniti”) as rights agent (the “Tax Benefits Preservation Plan”). These rights were settled by CLI Inc. in cash pursuant to and in accordance with the terms and conditions of the Tax Benefits Preservation Plan, with the plan subsequently terminated as a closing condition of the Reorganization.

At the effective time of the Reorganization, all of the issued and outstanding shares of CLI Class A Common Stock were exchanged on a one-for-one basis into shares of ContextLogic common stock, and each option to purchase shares of CLI Class A Common Stock was assumed by us and became exercisable for an equivalent number of shares of ContextLogic common stock, each restricted stock unit to be settled in CLI Class A Common Stock was assumed by us and remains subject to the same terms and conditions as were applicable to such restricted stock unit award, but was converted into an award with respect to the same number of shares of ContextLogic common stock, and each share of ContextLogic common stock is subject to certain transfer restrictions that prohibit transfers having the effect of increasing the ownership of ContextLogic stock by (i) any person from less than 4.9% to 4.9% or more or (ii) any person owning or deemed to own 4.9% or more of ContextLogic stock.

In connection with the Reorganization, ContextLogic assumed the obligations under the 2010 Incentive Plan and assumed and continued the obligations under the 2020 Incentive Plan and the 2022 Inducement Plan, ContextLogic also assumed all options to purchase shares of CLI Class A Common Stock that were outstanding under the Incentive Plans at the time of the Reorganization. The terms and conditions that were in effect immediately prior to the Reorganization under each outstanding equity award and restricted stock unit award assumed by us continued in full force and effect after the Reorganization, except that the shares of common stock issuable under each such award were shares of ContextLogic common stock.

Upon completion of the Reorganization, CLI Inc. became ContextLogic’s wholly owned subsidiary, which replaced CLI Inc. as the publicly held corporation. After the Reorganization, shares of ContextLogic Common Stock commenced trading on OTCQB under the symbol “LOGC.” The CUSIP number for ContextLogic common stock is 21078F109.

Transfer Restrictions

Pursuant to the Reorganization, the transfer restrictions were included as Article XIV in ContextLogic’s Certificate of Incorporation.

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As of December 31, 2024, we had federal NOLs available to reduce future taxable income, if any, of $886 million that begin to expire in 2030 and continue to expire through 2037 and $2.0 billion that have an unlimited carryover period. As of December 31, 2024, we had state NOLs available to reduce future taxable income, if any, of $5.7 billion that begin to expire in 2026 and continue to expire through 2044 and $2.1 billion that have an unlimited carryover period.

NOLs benefit the Company by offsetting U.S. federal taxable income dollar-for-dollar by the amount of the NOLs, thereby reducing or eliminating the Company’s U.S. federal corporate income tax (other than the U.S. federal alternative minimum tax) on such income. Under legislation enacted in 2017, informally titled the Tax Cuts and Jobs Act (the “Tax Act”), as modified by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), unused U.S. federal NOLs generated in tax years beginning after December 31, 2017, will not expire and may be carried forward indefinitely, but the deductibility of such federal NOLs in tax years beginning after December 31, 2020, is limited to 80% of taxable income. Additionally, portions of these NOLs subject to expiration could expire unused and be unavailable to offset future income tax liabilities. In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited. The use of the NOLs is subject to uncertainty because it is dependent upon the amount of taxable income and capital gains generated by the Company. There can be no assurance that the Company will have sufficient taxable income or capital gains in future years to use the NOLs before they expire. The benefit of the NOLs to the Company can be reduced or eliminated under Section 382 of the Tax Code if the Company experiences an “ownership change,” as defined in Section 382 of the Tax Code and described in more detail below. An ownership change can occur through one or more acquisitions of the Company’s stock, whether occurring contemporaneously or pursuant to a single plan, by which stockholders or groups of stockholders, each of whom owns or is deemed to own directly or indirectly at least 5% of the Company’s stock, increase their ownership of the Company’s stock by more than 50 percentage points within a three-year period.

The Board believed the best interests of us and our stockholders would be served by adopting provisions that are designed to restrict direct and indirect transfers of ContextLogic stock if such transfers will affect the percentage of stock that is treated as owned by a 5% stockholder, as defined in Section 382 of the Tax Code. In order to implement these transfer restrictions, we needed to consummate the Reorganization so that the transfer restrictions could be included in the Certificate of Incorporation and made applicable to all shares of ContextLogic stock issued after the inclusion of the transfer restrictions in the Certificate of Incorporation, including all of the shares of ContextLogic common stock exchanged in the reorganization. This prospectus refers to these provisions as the “transfer restrictions.” As of the consummation of the Reorganization, we believe the transfer restrictions are binding with respect to all shares of ContextLogic common stock issued in the Reorganization and afterwards.

Calculating whether an ownership change has occurred is subject to inherent uncertainty. This uncertainty results from the complexity and ambiguity of the Section 382 provisions, as well as limitations on the knowledge that any publicly traded company can have about the ownership of and transactions in its securities.

Limitations on use of NOLs

The benefit of the NOLs to the Company can be reduced or eliminated under Section 382 of the Tax Code if the Company experiences an “ownership change,” as defined in Section 382. Generally, an ownership change can occur through one or more acquisitions, whether occurring contemporaneously or pursuant to a single plan, by which one or more stockholders, each of whom owns or is deemed to own directly or indirectly 5% or more in value of a corporation’s stock, increase their aggregate percentage ownership by more than 50 percentage points over the lowest percentage of stock owned by such stockholders (with the lowest percentage measured separately for each stockholder) at any time during the preceding three-year period. The amount of the increase in the percentage of stock ownership of each 5% stockholder is computed separately, and each such increase is then added together with any other such increases to determine whether an ownership change has occurred. For this purpose, all holders who own less than 5% of a corporation’s stock are generally treated together as one 5% stockholder (although in some circumstances these smaller holders may be counted as two or more separate stockholders, with each being a “public group” and a separate 5% stockholder, for purposes of Section 382 of the Tax Code). Transactions in the public markets among stockholders owning less than 5% of the equity securities generally do not affect the calculation of an ownership change (but can if a corporation has more than one public group). In addition, certain constructive ownership rules, which generally attribute ownership of stock owned by estates, trusts, corporations, partnerships or other entities to the ultimate indirect individual owner thereof, or to related individuals, are applied in determining the level of stock ownership of a particular stockholder. Special rules can result in the treatment of options or other similar interests as having been exercised if such treatment would result in an ownership change. All percentage determinations are based on the fair market value of a corporation’s stock.

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For example, if a single investor acquired 50.1% of the Company’s stock in a three-year period, a change of ownership would occur. Similarly, if ten persons, none of whom owned the Company’s stock, each acquired slightly over 5% of the Company’s stock within a three-year period (so that such persons owned, in the aggregate, more than 50%), an ownership change would occur.

If the Company were to experience an ownership change, then the amount of taxable income in any year (or portion of a year) subsequent to the ownership change that could be offset by NOLs from periods prior to such ownership change could not exceed the product obtained by multiplying (i) the aggregate value of the Company’s stock immediately prior to the ownership change (with certain adjustments) by (ii) the then applicable federal long-term tax exempt rate (this resulting product is referred to as the Section 382 limitation), subject to certain other adjustments under the Tax Code. If the Company experiences an ownership change for tax purposes, the Section 382 limitation could greatly reduce the amount of available NOLs that the Company would be able to utilize. Any portion of the annual Section 382 limitation amount not utilized in any year may be carried forward and increase the available Section 382 limitation amount for the succeeding tax year. Thus, an ownership change could significantly reduce or eliminate the annual utilization of the Company’s NOLs and cause a portion of such NOLs to expire prior to their use.

Summary of Transfer Restrictions

The following is a summary of the transfer restrictions. This summary is qualified in its entirety by reference to the full text of the proposed transfer restrictions, which is contained in Article XIV of ContextLogic’s Certificate of Incorporation.

The transfer restrictions generally will restrict any direct or indirect transfer (such as transfers of ContextLogic stock that result from the transfer of interests in other entities that own ContextLogic stock) if the effect would be to:

1. increase the direct or indirect ownership of ContextLogic stock by any person (or public group) from less than 4.9% to 4.9% or<br> more of the stock of ContextLogic; or
2. increase the percentage of ContextLogic stock owned directly or indirectly by any person (or public group) owning or deemed to<br> own 4.9% or more of ContextLogic stock.
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Transfers included under the transfer restrictions include sales to persons (or public groups) whose resulting percentage ownership (direct or indirect) of stock would exceed the 4.9% thresholds discussed above. Complicated rules of constructive ownership, aggregation, segregation, combination and other stock ownership rules prescribed by the Tax Code (and related regulations) will apply in determining whether a person or group of persons constitute a 5% stockholder under Section 382 and whether less than 5% stockholders will be treated as one or more “public groups,” each of which is a 5% stockholder under Section 382. Issuances of securities by us that exceed the 4.9% threshold (including securities issued pursuant to exercises of options and securities settled pursuant to the settlement of restricted stock units) would not be subject to the transfer restrictions if we obtain written approval of the Board or a duly authorized committee thereof for such issuances.

For purposes of determining the existence and identity of, and the amount of stock owned by, any stockholder, we will be entitled to rely conclusively on (i) the existence or absence of filings with the SEC of Schedules 13D and 13G (or any similar SEC filings) as of any date and (ii) our actual knowledge of the ownership of its stock. The transfer restrictions will include the right to require a proposed transferee, as a condition to registration of a transfer of ContextLogic common stock, to provide all information reasonably requested regarding such person’s direct and indirect ownership of ContextLogic common stock. The transfer restrictions may result in the delay or refusal of certain requested transfers of ContextLogic common stock.

As a result of these rules, the transfer restrictions could result in prohibiting ownership (thus requiring dispositions) of ContextLogic common stock as a result of a change in the relationship between two or more persons or entities, or of a transfer of an interest in an entity other than us, such as an interest in an entity that, directly or indirectly, owns our stock. The transfer restrictions will also apply to proscribe the creation or transfer of certain “options” (which are broadly defined by Section 382) in respect of our stock to the extent that, in certain circumstances, creation, transfer or exercise of the option would result in a proscribed level of ownership.

Consequences of Prohibited Transfers

With adoption of the transfer restrictions, any direct or indirect transfer attempted in violation of the restrictions would be void as of the date of the purported transfer as to the purported transferee (or, in the case of an indirect transfer, the ownership of the direct owner of ContextLogic’s common stock would terminate simultaneously with the transfer), and

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the purported transferee (or in the case of any indirect transfer, the direct owner) would not be recognized as the owner of the shares of ContextLogic common stock owned in violation of the restrictions for any purpose, including for purposes of voting and receiving dividends or other distributions in respect of such shares, or in the case of options, receiving stock in respect of their exercise. In this prospectus, stock acquired in violation of the transfer restrictions is referred to as “excess stock.”

In addition to the purported transfer being void as of the date of the purported transfer, upon demand, the purported transferee must transfer the excess stock to our agent. The Company may seek to recover any dividends or distributions paid with respect to any excess stock. Our agent is required to sell such excess stock in an arms’ length transaction (or series of transactions) that would not constitute a violation under the transfer restrictions. The net proceeds of the sale, together with any other distributions with respect to such excess stock received by Holdings’ agent, after deduction of all costs incurred by the agent, will be distributed first to the purported transferee in an amount, if any, equal to the cost (or in the case of gift, inheritance or similar transfer, the fair market value of the excess stock on the date of the violative transfer) incurred by the purported transferee to acquire such excess stock, and the balance of the proceeds, if any, will be distributed to a charitable beneficiary. If the excess stock is sold by the purported transferee, such person will be treated as having sold the excess stock on behalf of the agent, and will be required to remit all proceeds to our agent (except to the extent we grant written permission to the purported transferee to retain an amount not to exceed the amount such person otherwise would have been entitled to retain had our agent sold such shares).

With respect to any transfer of stock which does not involve a transfer of “securities” of the Company within the meaning of the Delaware General Corporation Law but which would cause any 4.9% stockholder to violate the transfer restrictions, the following procedure will apply in lieu of those described above. In such case, no such 4.9% stockholder shall be required to dispose of any interest that is not a security of the Company, but such 4.9% stockholder and/or any person whose ownership of securities of the Company is attributed to such 4.9% stockholder will be deemed to have disposed of (and will be required to dispose of) sufficient securities, simultaneously with the transfer, to cause such 4.9% stockholder not to be in violation of the transfer restrictions, and such securities will be treated as excess stock to be disposed of through the agent under the provisions summarized above, with the maximum amount payable to such 4.9% stockholder or such other person that was the direct holder of such excess stock from the proceeds of sale by the agent being the fair market value of such excess stock at the time of the prohibited transfer.

Modification and Waiver of Transfer Restrictions

Our Board will have the discretion to approve a transfer of stock that would otherwise violate the transfer restrictions. If our Board decides to permit a transfer that would otherwise violate the transfer restrictions, then that transfer or later transfers may result in an ownership change that could limit our use of the NOLs. As a condition to granting an exemption from the transfer restrictions, our Board may require an opinion of counsel (the cost of which will be borne by the transferor and/or the transferee) that the transfer will not result in a limitation on the use of the NOLs under Section 382.

Expiration of Transfer Restrictions

The transfer restrictions will remain in effect until the earlier of (i) the repeal of Section 382 of the Tax Code or any successor statute if the Board determines that the transfer restrictions are no longer necessary or desirable for the preservation of the tax attributes; (ii) such date as the Board shall fix in its discretion; (iii) the beginning of a tax year of the Company which the Board determines that no attributes may be carried forward; or (iv) July 25, 2028, being the third anniversary of the filing and effectiveness of ContextLogic’s Second Amended and Restated Certificate of Incorporation.

Reasons for Transfer Restrictions

The purpose of the transfer restrictions is solely to help preserve the long-term value of the Company’s accumulated NOLs. The proposed transfer restrictions are designed to prohibit certain transfers of the Company’s stock in excess of amounts that, because of provisions of the Tax Code, could inhibit the Company’s ability to use the Company’s NOLs to reduce future income tax liability.

The transfer restrictions may have anti-takeover effects because they will restrict the ability of a person or group from accumulating an aggregate of 4.9% or more of ContextLogic stock and the ability of persons or groups now owning 4.9% or more of ContextLogic stock from acquiring additional stock. The transfer restrictions are not in response to any effort to accumulate ContextLogic common stock or to obtain control of the Company. Our Board considers the transfer

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restrictions to be reasonable and in the best interests of the Company and its stockholders because the transfer restrictions reduce certain of the risks related to our future use of the NOLs. In the opinion of our Board, the fundamental importance to the Company’s stockholders of maintaining the availability of the NOLs is a more significant consideration than the indirect “anti-takeover” effect the transfer restrictions may have.

US Salt Business

Overview

US Salt is a leading producer, packager, and distributor of evaporated and specialty salt products originally founded in 1893.

US Salt produces evaporated salt by injecting water into underground salt deposits to create saturated brine (~8× the salinity of seawater), then pumping the brine into MEE systems where steam-driven heat under reduced pressure crystallizes high-purity salt into consistent granule sizes. Evaporated salt, as distinct from rock salt and solar salt, operates in a niche of the salt market that requires demanding purity levels (often over 99.6% sodium chloride) for use in such applications as food and pharmaceutical products. As a result, evaporated salt generally commands higher prices than rock salt and solar salt.

US Salt’s vertically integrated Watkins Glen, New York facility is one of only 16 evaporated salt facilities in the United States. US Salt believes that the majority of currently operational facilities date back to the 19^th^ century. Industry-wide domestic production of evaporated salt exhibited a 0.1% annualized growth rate between 1998 and 2023, according to USGS data.

US Salt operates one of the largest single-site round can packaging facilities in the United States, and US Salt believes that it is one of only two domestic suppliers with scaled capability to produce U.S. Pharmacopeia (USP)-compliant salt for pharmaceutical applications, including saline solutions for kidney dialysis. US Salt produces food-grade (≥99.6% sodium chloride) and ultra-purified (≥99.9% sodium chloride) evaporated salt. US Salt’s plant integrates production, packaging, and truck and rail shipping capabilities on a single site and is supported by regionally distributed third-party warehouses that position products close to demand centers. US Salt operates on-site combined heat and power systems that supply most of its electricity needs, recover waste heat to power evaporation, and, US Salt believes, provide significant cost advantages over grid-purchased power.

US Salt’s plant is strategically located adjacent to a major salt deposit with over 40 years of remaining salt reserves and multiple decades more in undeveloped resources. The plant sits near Seneca Lake, providing reliable access to process water for the solution mining process. US Salt has operated its plant continuously for over 130 years, developing deep expertise in solution mining and mechanical evaporation technologies.

US Salt goes to market with a broad range of evaporated salt products, including branded and private label round cans, pharmaceutical salt, food-grade salt, pool salt, and water softening salt. US Salt also offers specialty salt categories via sourced and, where appropriate, co-packed sea salt, kosher salt, and pink salt products. US Salt serves a diverse mix of end markets where salt is an essential input with limited substitution risk such as retail grocery, food processing, pharmaceuticals, water softening, and other industrial applications. US Salt sells to a diversified customer base including national and regional retailers, food manufacturers, distributors, and healthcare companies. For the nine months ended September 30, 2025 and year ended December 31, 2024, no single customer represented more than 14% of US Salt’s revenue and US Salt’s top-10 customers represented ~40% of its revenue.

Competitive Strengths

Significant Barriers to Entry – Economically viable evaporated salt production is limited, as it depends on a combination of factors: depth and purity of salt deposits; geographical proximity to demand centers; reliable access to water and energy; lengthy and complex permitting; and substantial upfront capital. US Salt’s Watkins Glen site provides long-term deeded access to a high-purity salt deposit with over 40 years of remaining salt reserves and multiple decades more in undeveloped resources, creating a durable and structural competitive advantage.

Leading Market Position – US

        Salt is one of the largest suppliers of private label round can table salt in North America and it services the majority of major, large logo retailers’ private label round can table salts in North America. Private label has been gaining market
        share over branded round can table salt in recent years, in line with broader trends across

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consumer-packaged goods businesses. US Salt believes that it is also one of only two domestic producers capable of producing pharmaceutical-grade salt. These positions are underpinned by specialized equipment, rigorous and lengthy regulatory and customer qualification requirements, and decades of operational expertise – all of which would take competitors significant time and capital to replicate.

Minimal Import Risk – Ocean

        freight costs and the low value-to-weight ratio of evaporated salt favor domestic salt producers. Even among domestic manufacturers, the cost of shipping relative to the value of the product means competition tends to be regional. It is a
        significant advantage that US Salt’s salt mine and operations remain close to major population corridors in the Northeastern region of the United States.

Attractive Market Dynamics – Evaporated salt serves essential uses with limited substitution risk and typically represents a small share of customers’ total product cost, supporting steady, year-round consumption with limited cyclicality or weather sensitivity. Pricing is supported by minimal risk of spoilage or obsolescence, which reduces discounting incentives, and limited industry capacity additions, as supply growth has generally come from incremental improvements at existing evaporated salt production facilities.

Cash Generation and Capital Discipline – US Salt focuses on stable unit costs, disciplined maintenance capital, and incremental efficiency investments to support cash generation over time. Net Income was $10.6 million and net cash provided by operating activities was $21.2 million for the nine months ended September 30, 2025. US Salt converted over 92% of Adjusted EBITDA to Free Cash Flow in the nine months ended September 30, 2025 (defined as Adjusted EBITDA less ordinary maintenance capital expenditures divided by Adjusted EBITDA). US Salt’s ordinary maintenance capital requirements have been modest, averaging $3.7 million annually from 2021 to 2024, not taking into account non-recurring maintenance of business and one-time growth projects. For more information about how US Salt uses these non-GAAP financial measures in its business, the limitations of these measures, and a reconciliation of these measures to the most directly comparable GAAP measures, please see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures.”

Service Differentiation and Customer Relationships – US Salt differentiates itself through its direct sales and operations team, vertical integration, regional safety-stock positioning to ensure reliable fulfillment, and a long-standing reputation for quality, responsiveness, and partnership with customers.

Business Strategy

US Salt aims to grow the profitability of its business organically through three main levers: mix optimization, disciplined pricing, and new business opportunities.

Mix – While US Salt sells salt into several niche markets, some are more profitable than others. US Salt has deliberately worked to “mix up” its tonnage, phasing out less profitable categories in favor of those with stronger margins. US Salt believes it is still early in this journey and see further opportunities to enhance its mix over time.

Price – US Salt intends to sustain disciplined pricing actions that account for both inflationary costs in its business and the critical value its quality and service provide to customers. In certain categories, US Salt believes it has an opportunity to adjust pricing to current market levels as contracts renew.

New Business Opportunities – Historically, US Salt’s production was sold out, giving US Salt limited opportunity to pursue new business opportunities. In recent years, US Salt has been able to increase production volumes, allowing it to increase sales through new opportunities. Some of the near-term opportunities US Salt is focused on include:

• Round Cans: Expand private label share with national and regional retailers, pursue targeted branded opportunities, and<br> increase penetration in new channels within US Salt’s service footprint.
• Pool Salt: Scale distribution while maintaining service levels across the broader portfolio.
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• New Channels: Broaden distribution through foodservice, club, and home-improvement channels for relevant formats.
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• Specialty Salts: Leverage existing customer relationships to cross-sell new specialty salt products to both retail and<br> food manufacturing customers.
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Other Value Creation Levers

In recent years, US Salt has made significant investments to modernize and upgrade US Salt’s facilities, enhancing reliability and operational efficiency. US Salt seeks to continue to drive operational equipment efficiency through advanced performance monitoring and disciplined capital deployment.

While US Salt’s near-term focus is on organic growth initiatives, US Salt may also evaluate acquisitions, including other evaporated salt facilities, co-packers, specialty salt suppliers, or spice and seasoning businesses, to expand its capabilities and market reach.

Salt Industry

Salt Industry Overview

US Salt produces, packages, markets, and sells high-purity salt used across food manufacturing, consumer, pharmaceutical, water treatment, and a range of industrial processes. Salt is a low-cost but function-critical input with limited substitution risk. The markets US Salt serve have generally been characterized by stable, predictable, year-round consumption and have been generally insulated from material seasonality or weather cyclicality.

US Salt produces and packages evaporated salt at its plant. There are significant barriers to entry, including access to suitable deposits and process water, specialized equipment and quality systems, multi-year permitting, significant capital requirements, and operational expertise. New greenfield location capacity additions have been limited. Supply growth has largely come from incremental improvements at existing sites. US Salt supplements its core evaporated salt products with specialty salts (e.g., sea salt, kosher salt, and pink salt) sourced from qualified third-party suppliers and co-packers to broaden its product offering.

Processing Methods

US Salt produces salt via solution mining and mechanical evaporation:

1. US Salt injects water into underground salt deposits to create a saturated brine (~8x the salinity of seawater) that is pumped<br> to the surface.
2. The brine is fed to Multiple Effect Evaporator systems, where heat and pressure control drive crystallization.
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3. The resulting salt slurry is dried and transferred to storage silos and then to packaging lines.
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Quality management is embedded throughout the process. US Salt monitors key chemical and physical parameters, maintains traceable batch records, and provides certificates of analysis as required by customers (particularly for applications that must meet USP-compliant specifications). US Salt’s packaging operations include metal detection and other safeguards appropriate for food and pharmaceutical supply chains.

Operations and Facilities

US Salt operates two evaporator trains with combined annual production capacity of approximately 562,800 tons and packaging lines spanning round cans, bags, and bulk loading systems. US Salt’s facility operates 24 hours per day, approximately 350 days per year, and has continuously operated for over 130 years.

US Salt’s plant is not connected to the electricity grid, but rather US Salt maintains on-site power generation through combined heat and power systems that produce most of its electricity needs while capturing waste heat for use in the evaporation process, creating significant cost advantages relative to grid-purchased electricity. US Salt’s energy infrastructure includes 5MW and 3MW generators and a backup black-start generator (2.5MW) to support uninterrupted operations.

US Salt has invested over $37 million in capital improvements since 2021 to enhance production capacity, reliability, and efficiency, which is inclusive of non-recurring maintenance of business and one-time growth projects. These investments have included upgrades to evaporation equipment and generators, installation of backup power generation, brine well investments, implementation of manufacturing execution systems for real-time operational monitoring, and information technology infrastructure modernization.US Salt believes that these enhancements have contributed to improved equipment reliability, production efficiency, and operational predictability.

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Products and Sales

As a result of US Salt’s vertically integrated operation, US Salt solution mines, manufactures, processes, packages, markets, distributes and sells salt, allowing it to go directly to the market with the following products:

• Private label and branded round can salt: 26-ounce canisters marketed under customer<br> (private label) and US Salt-owned brands, sold through wholesale and retail channels.
• Pharmaceutical salt: High-purity, USP-compliant salt used to manufacture medical saline<br> and dialysis solutions, sold through wholesale and commercial channels.
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• Food-grade salt: Bagged and bulk salt used as an ingredient by food manufacturers, sold<br> through wholesale and commercial channels.
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• Pool salt: Bagged salt used to generate chlorine in saltwater swimming pools, sold<br> through wholesale, commercial, and retail channels.
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• Water softening salt: Bagged salt pellets used in residential water treatment systems,<br> sold through wholesale, commercial, and retail channels.
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• Kosher / sea salt / other specialty: Specialty salts, including kosher, sea, and pink<br> varieties, sold through wholesale and retail channels. US Salt supplies its products according to customer specifications and regulatory requirements, and it supplements in-house production with limited third-party sourcing to broaden<br> assortment where appropriate.
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US Salt fulfills orders from its plant and a network of third-party warehouses positioned near demand centers via a mix of customer pickup and delivered shipments. US Salt maintains quality-management systems suitable for food and pharmaceutical supply chains, including batch traceability and supporting documentation, and it supports customer-branded programs when requested.

Competition

Competition in the salt industry is based on a variety of factors, including quality, service and delivery capabilities, packaging support for customer programs, and total landed cost. US Salt competes against a small number of international, national and regional evaporated salt producers, as well as many regional specialty salt importers, packagers, and distributors.

The continued strength of US Salt’s brand and products is based on its ability to compete with other companies in its industry. US Salt competes primarily by:

• Leveraging its vertically integrated facility to control product quality, drive efficiency, ensure supply chain reliability,<br> and minimize costs;
• Employing direct sales coverage, maintaining regional safety stock, and offering flexible shipping options to provide<br> high-touch customer service, shorten lead times, and support reliable fulfillment;
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• Maintaining quality controls and documentation (e.g., lot traceability, certificates of analysis) to deliver consistent,<br> verifiable quality and meet all regulatory requirements and customer specifications;
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• Utilizing on-site, off-grid power generation (including black-start backup capability) and redundant process controls to<br> support operational continuity and enhance customer trust;
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• Capitalizing on proximity to demand corridors in the Northeastern region of the United States and operational efficiency to<br> minimize total landed cost; and
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• Offering comprehensive category (e.g., food, pharmaceutical, water treatment, and sea salt / kosher) and format (e.g., round<br> can, shaker, bag, bulk) breadth to pursue new business opportunities and streamline sourcing for its partners.
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US Salt believes it has a well-recognized and strong reputation in its core markets and that its operational advantages, high-touch customer service, and the quality of its products position US Salt to compete effectively.

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Mining Operations

To determine material mining operations in accordance with subpart 1300 of SEC Regulation S-K, management considered both quantitative and qualitative factors, assessed in the context of US Salt’s overall business and financial condition. US Salt concluded that, as of the date of the filing of this prospectus, its sole material mining operation was at its Watkins Glen site.

The information relating to the sole material mining operation is contained in the Technical Report Summary: Salt Mineral Reserves Statement for Watkins Glen US Salt Facility (“TRS”) prepared in compliance with the Item 601(b)(96) and subpart 1300 of Regulation S-K. Reference should be made to the full text of the TRS, a copy of which is filed as Exhibit 96.1 to this prospectus and is incorporated herein by reference. A glossary of terms used herein can be found in the TRS.

The TRS presents US Salt’s initial Mineral Resource and Mineral Reserve estimates prepared in accordance with subpart 1300 of SEC Regulation S-K. Accordingly, there are no available comparisons to the preceding fiscal year.

Pursuant to Item 1302(b)(5) of Regulation S-K (17 C.F.R. §229.1302(b)(5)), the TRS was prepared by Eric Hemstad of RESPEC Company, LLC. Mr. Hemstad meets the qualifications specified under the definition of “Qualified Person” under Item 1300 of Regulation S-K.

The Watkins Glen site is located on the western shore of Seneca Lake in Watkins Glen, Schuyler County, New York (42“24’22.66” N, 76“53’14.00” W), consists of 590.27 acres of surface and mineral acres and 39.33 acres of mineral rights, all owned by the Company, for a total mineral right of 629.6 acres. Ithaca, New York, is the nearest major city, located 28 miles from the Watkins Glen site. Solution mining at the US Salt facility has occurred continuously since the late 1800s and resulted in drilling 71 wells to date and developing dozens of galleries. Approximately 420,000 tons of salt has been produced per year in recent years, which is packaged into a variety of products on site and transported by truck and rail to the customer.

The Watkins Glen site is accessible by regional highways and the Finger Lakes Railway. The closest major airport is Ithaca, New York, located 30 miles east of the US Salt, LLC facility (the “Property”). Site access is via County Road 30 (Salt Point Road) from NY 14 paralleling Seneca Lake. Rail access runs concurrent with County Road 30 from Ithaca, New York, north to Himrod, New York, where an interchange is present.

Electrical power is sourced from on-site generation with multiple natural gas-fired generators, amounting to 3,875 kilowatts (kW) per day. The site is self-sufficient and does not rely on the surrounding electrical grid for operations. Water is sourced from Seneca Lake under a NYSDEC permit.

At the time the TRS was prepared, US Salt employed approximately 206 personnel, including 144 union hourly employees and 62 nonunion employees. The union workers are represented by the United Steelworkers.

Drilling at the Watkins Glen site has been ongoing since the early 1900s with many wells drilled as early as the 1970s still in current operation. While the status of these wells varies as to whether or not they are active, recovery only, or in observation, the site is still being developed. Recent drilling activities have included the drilling and completion of Wells 69 and 70 in 2023 as well as Well 71, which was drilled and completed in late 2024.

The process of underground solution mining and recovery of the NaCl contained in the salt is achieved through the injection and extraction fluids that are continuously moving through the system. The brinefield is separated into two individual pipeline circuits that are referred to as the North and South Brine Fields. Each field is used for a different salt-production purpose. The separation of the north and south field is a logistical arrangement and not driven by salt-deposit quality. The following describes the overall solution-mining process for the Property:

Fresh water is extracted from Seneca Lake and injected into the North Brine Field galleries. The fresh water dissolves salt and produces a high-quality NaCl brine that is referred to as purity brine. The purity brine is then pumped to the evaporation plant where the brine is chemically treated with soda ash and caustic soda to remove insoluble materials and contaminants. The treated purity brine is then pumped to the evaporators. After evaporation, the concentrated salt slurry is centrifuged, dried, and packaged for the end user.

After evaporation, some brine remains with low levels of contaminants (e.g., calcium and bromide). This brine is referred to as weak brine. The weak brine is then mixed with makeup fresh water from Seneca Lake and pumped to the South Brine Field galleries. After the weak brine is injected into the South Brine Field galleries, the contaminants are diluted, and any insoluble materials drop out in the caverns. The brine becomes saturated with NaCl again. The brine is then pumped to a brine pond that serves as a temporary holding tank before being pumped back to the evaporation plant,

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where the brine is evaporated in separate evaporation trains to produce food-grade salt. The leftover weak brine from the food-grade salt evaporation is combined with the weak brine from the purity-grade evaporation before reentering the South Brine Field circuit, which continues the cycle.

The site has been used for salt production since 1893 and under the control of US Salt since 1997. Previous owners include the Glen Salt Company, National Salt, International Salt Company, Akzo Salt, Inc and Akzo Nobel Salt.

A bond is in place for the Watkins Glen site for the Underground Injection Control (UIC) well capping liability for plugging and abandoning solution wells. The current well closure bond is $1,059,068. This bond does not present a risk for performing work on the Property but rather allows the work to be performed as part of maintaining permit compliance. Operations for the Property are fully permitted and maintained with the required inspections, monitoring, and reporting for operating the facility and its brinefields.

Table 1. Summary of US Salt Mineral Resources, Exclusive of Mineral Reserves, Effective June 1, 2025, Based on a Blended Product Sale Price of 304 $/Ton Free-on-Board Plant

Resource<br><br> <br>Classification^(a)^ Area<br><br> <br>(ft^2^) Average<br><br> <br>Total Unit<br><br> <br>Thickness<br><br> <br>(ft) Average<br><br> <br>Total Salt<br><br> <br>Thickness<br><br> <br>(ft) Average Total<br><br> <br>Nonsalt Interbed<br><br> <br>Thickness<br><br> <br>(ft) Halite<br><br> <br>Grade of<br><br> <br>Unit<br><br> <br>(%) Halite^(b)(c)(d)(e)(f)^<br><br> <br>(Mt)
Measured Resources
F Salt 4,100,000 456 342 114 75 95.1
D Salt 4,100,000 286 149 138 52 41.3
Indicated Resources
F Salt 910,000 457 347 110 76 21.4
D Salt 910,000 274 143 132 52 8.8
Measured + Indicated Resources
F Salt 5,010,000 456 343 113 75 116.4
D Salt 5,010,000 284 148 137 52 50.1

ft^2^ = square feet

Mt = million tons

(a) Measured resources are within 3,280 ft of a drillhole, Indicated Resources are further than 3,280 ft but within 8,200 ft of a<br> drillhole. Resources farther than 8,200 ft from a drillhole or active mine face are considered Inferred Resources.
(b) Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
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(c) Estimates have been rounded to reflect the relative accuracy of the estimates.
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(d) Halite density of 0.06775 tons per cubic foot (t/ft^3^).
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(e) No factor was applied for the 97 percent process recovery.
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(f) Mineral Resources are reported exclusive of Mineral Reserves on a 100 percent basis.
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Table 1.Summary of US Salt Mineral Reserves, Effective June 1, 2025, Based on a Sale Price of 304 $/Ton Free-on-Board Plant

Reserve<br><br> <br>Classification^(a)^ Area<br><br> <br>(ft^2^) Average<br><br> <br>Total Unit<br><br> <br>Thickness<br><br> <br>(ft) Average<br><br> <br>Total Salt<br><br> <br>Thickness<br><br> <br>(ft) Average<br><br> <br>Total<br><br> <br>Nonsalt<br><br> <br>Interbed<br><br> <br>Thickness<br><br> <br>(ft) Salt<br><br> <br>Grade<br><br> <br>of Unit<br><br> <br>(%) Insolubles<br><br> <br>Factor<br><br> <br>(%) Cavern<br><br> <br>Geometry<br><br> <br>Factor<br><br> <br>(%) Extracted<br><br> <br>Salt^(b)(c)(d)^<br><br> <br>(Mt)
Proven Reserves
F Salt 2,620,000 451 302 149 67 15 25 17.0
D Salt 2,620,000 289 149 140 52 15 25 9.4
Probable Reserves
F Salt — — — — — — — —
D Salt — — — — — — — —
Proven + Probable Reserves
F Salt 2,620,000 451 302 149 67 15 25 17.0
D Salt 2,620,000 289 149 140 52 15 25 9.4
(a) Proven Reserves are within 3,280 ft of a drillhole or active mine face and Probable Reserves are farther than 3,280 ft but<br> within 8,200 ft of a drillhole or well.
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(b) Reserves are reported as extracted halite from the deposit. No processing factors were applied.
(c) Estimates have been rounded to reflect the relative accuracy of the estimates.
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(d) Extracted halite density was estimated at 0.05791 tons/ft^3^.
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Key assumptions and parameters applied to estimate Mineral Resources as modifying factors are included in Table 3.

Table 2. Parameter Assumptions

Modifying Factor Parameter
Proximity to Sample Point or Radius of Influence – Inferred >8,000 ft
Proximity to Sample Point or Radius of Influence – Indicated 3,280–8,000 ft
Proximity to Sample Point or Radius of Influence – Measured <3,280 ft
Cut-Off Grade Not applicable for solution mining
Top-of-Salt Cutoff 40 ft
Deleterious Mineral Content
Property Offset (include slopes if applicable) 50 ft
Mineability Reasonably expected to be feasible to mine

Intellectual Property

US Salt protects its intellectual property through various methods, including trademark registrations, confidential information controls, non-disclosure agreements with employees and business partners, and other contractual protections.

US Salt owns and manages a portfolio of U.S. trademarks used in connection with its branded salt products and related packaging. US Salt’s registered and pending marks include, among others, SUPERIOR CRYSTAL, RED CROSS, TNA-5, and TX-10, with additional active registrations and applications covering related word marks and designs. US Salt also maintains the following registered trademarks in Canada: RESINGARD and SALT SENSE. From time to time, US Salt retires, replaces, or consolidates legacy marks as part of portfolio housekeeping.

While these safeguards are valuable to US Salt’s operations, its competitive position depends principally on its manufacturing expertise, operational efficiency, customer relationships, and the technical knowledge and capabilities of its workforce.

Human Capital

As of September 30, 2025, US Salt employed 210 people, all of whom are based in the United States. Approximately 70% of US Salt’s workforce is represented by a CBA, which contains terms that it believes are typical in its industry. Although US Salt has not experienced any material labor-related work stoppages, strikes or other forms of labor unrest in connection with such personnel and it generally considers the relations with its employees and union representatives to be positive, there can be no assurance that labor disruptions by such employees will not occur in the future. The current CBA is scheduled to expire in November 2026 and, as a result, US Salt expects to negotiate a new CBA in 2026.

US Salt maintains workplace policies and procedures and invests in ongoing training programs related to plant operations, safety protocols, and regulatory compliance. US Salt also engages Gallup to conduct an annual employee engagement survey and design department- and seniority-specific trainings to tailored to address the highest-impact insights from each survey.

Seasonality

The markets US Salt serves are generally characterized by stable, predictable, year-round consumption that is insulated from material seasonality or weather cyclicality. Pool salt and ice melt are the only products that exhibit consistent seasonal demand patterns—pool salt shipments typically increase in late spring and summer, while ice melt demand occurs in winter months. These products represent a limited portion of US Salt’s overall sales, and seasonality has not had a material impact on US Salt’s consolidated results.

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Environmental, Health and Safety and Product Quality

US Salt’s operations are subject to extensive federal, state, and local requirements covering environmental protection, occupational health and safety, product quality and labeling, and trade and transportation. US Salt maintains policies, training and internal controls intended to comply with these requirements and to operate its facility safely and responsibly. Future legislative or regulatory changes related to climate, air, water or other environmental protection programs could increase costs or require capital projects.

Water, Wastewater, and Stormwater:

US Salt’s New York State Pollutant Discharge Elimination System (“SPDES”) permit regulates process water, cooling water, and stormwater discharges to Seneca Lake, covering multiple outfalls and including effluent limits, monitoring and reporting, biological monitoring, best management practices and reporting. Recent NYSDEC inspections found the facility in satisfactory status with follow-ups limited to administrative items. NYSDEC currently is processing US Salt’s application to renew the SPDES permit, which expired in 2019. Because US Salt’s renewal application was filed timely, the permit remains in effect until NYSDEC issues its decision on the application.

Water Withdrawal:

US Salt’s NYSDEC Water Withdrawal (Non-Public) permit authorizes withdrawals for cooling, solution mining and refining and requires metering, audits, leak-detection/repair, and annual reporting. US Salt filed its 2024 Water Withdrawal Report with required monthly withdrawal/return data and program attestations. This permit requires timely renewal in the ordinary course.

Solution-Mining Wells:

US Salt’s solution-mining wells operate under state approvals, and a federal Class III underground injection control (UIC) permit that requires construction standards, periodic mechanical-integrity testing, monitoring, and reporting, and plugging/abandonment at end of life, including associated financial assurance (for which it maintains required surety bonds). US Salt conducts Mechanical Integrity Tests and maintains records of results; recent tests met the permit’s acceptance criteria. The UIC permit expires in 2030 and requires reapplication 270 days prior to expiration. US Salt maintains financial assurance for the plugging and abandonment of wells at the end of their useful lives consistent with permit requirements.

Air Emissions Permitting And Contingency Chemical Storage Planning:

US Salt’s site operates under a New York State Title V air permit covering its boilers, generators, and air pollution control equipment, which requires monitoring of emissions and periodic reporting. US Salt plans to renew its Title V air permit prior to its expiration date of June 30, 2026. US Salt also maintains an Integrated Environmental Contingency Plan (IECP) that consolidates SPCC (oil), Chemical Bulk Storage spill prevention, and state pollutant discharge elimination system best management practices requirements. The IECP is PE-certified and includes inspection, training, and emergency-response procedures. US Salt maintains petroleum bulk storage and chemical bulk storage permits for on-site storage tanks, which require periodic inspections.

Occupational Health and Safety

US Salt’s operations are subject to the Occupational Safety and Health Act and related state occupational safety and health requirements. It maintains comprehensive safety programs that include regular training, workplace inspections, hazard identification and mitigation, personal protective equipment requirements, and incident investigation and prevention.

US Salt tracks safety metrics including recordable incident rates and lost time incident rates, and its recent performance has been stable and compares favorably to industry benchmarks.

Independent Reviews and Legacy Conditions

In 2021, an independent environmental, food-safety and product-compliance review identified no significant product-compliance red flags but noted legacy chloride impacts in shallow groundwater were identified several decades ago and reported to NYSDEC, which have not required remediation. US Salt continues to monitor the legacy chloride levels and considers the likelihood of required remediation to be low based on available data and regulatory history.

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Future Compliance Requirements

US Salt monitors compliance and updates permits and programs as required; however, environmental and safety requirements evolve and enforcement priorities can change. Future rulemaking, permit modifications, inspections or operational upsets could require additional expenditures, changes to operations or result in penalties or other obligations.

Other Regulatory Matters

As a company operating in the United States, US Salt is subject to various other federal, state, and local laws and regulations beyond environmental, health and safety requirements. Changes in any of these regulatory requirements, or the interpretation and enforcement of existing requirements, could increase US Salt’s compliance costs or require operational modifications.

Product Quality and Food and Drug Administration Regulatory

US Salt is subject to regulation by the FDA, which has oversight over US Salt’s food-grade salt products and pharmaceutical-grade salt products.

US Salt’s manufacturing of its food-grade salt products must comply with FDA’s Current Good Manufacturing Practice (“CGMPs”) regulations for food. US Salt maintains a quality-management system with third-party food-safety certification, Hazard Analysis Critical Control Point, batch traceability, testing to applicable specifications, and documentation suitable for customer audits. US Salt’s manufacturing of pharmaceutical-grade salt products must comply with FDA’s CGMPs for pharmaceuticals. Additionally, US Salt must manufacture pharmaceutical-grade salt products in compliance with United States Pharmacopeia specifications and customer requirements and are subject to stringent quality controls. Failure to maintain compliance with safety and quality regulations and standards for food and pharmaceutical products could result in product recalls, customer rejection of products, regulatory enforcement actions, or loss of certifications.

US Salt produces and markets certain limited imported specialty salts. Food manufacturers outside of the United States must ensure compliance with FDA’s food safety and quality regulations through FDA’s Foreign Supplier Verification Program. US Salt work with our foreign suppliers to ensure compliance with FDA and other trade requirements for importing and selling salt products in the United States.

US Salt exports some of our salt products to jurisdictions outside of the United States, and those jurisdictions may require compliance with certain export requirements and other requirements governing the quality and safety of food and pharmaceutical products. US Salt must also comply with FDA’s requirements for exporting food and pharmaceutical products.

Employment And Labor Relations

US Salt is subject to numerous federal, state, and local laws and regulations governing its relationships with its employees, including those relating to wages, overtime, labor matters, working conditions, hiring, firing, non-discrimination, immigration, work permits and employee benefits.

Taxes And Tariffs

US Salt is subject to federal, state, and local laws and regulations related to income taxation, property taxation, sales and use taxes, and other tax matters. US Salt imports limited quantities of specialty salt products and is subject to applicable customs duties and import requirements.

Trade Compliance

For US Salt’s imported specialty salt products, US Salt comply with applicable U.S. Customs and Border Protection requirements, food and pharmaceutical import regulations, and country-of-origin labeling requirements. US Salt also must comply with United States export laws and regulations.

Transportation Regulations

US Salt ships products via truck, rail and other means of transportation and is subject to regulations governing the transportation of materials, including Department of Transportation requirements and related state and local transportation regulations.

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General Business Regulations

US Salt’s operations are subject to various other requirements including building codes, fire safety codes, zoning and land use regulations, and other general business licensing and operational requirements imposed by state and local jurisdictions.

Description of Properties

Individual Property Disclosure – Watkins Glen

US Salt operates a single, integrated evaporated salt facility in Watkins Glen, New York. US Salt owns approximately 629 total mineral rights acres, comprised of 590 land-plus-mineral acres and 39 mineral-only acres. The mineral rights are owned by US Salt and no royalties or expiration dates are associated with the mineral holdings.

US Salt’s extraction and production operation is conducted entirely in the continental United States in Watkins Glen, New York on the southwest shore of Seneca Lake. US Salt produces salt by solution mining, on properties that it owns all mineral rights for. Solution mining commenced in the late 1800’s, by injection of fresh water sourced from Seneca Lake into the underground rock-salt beds and extraction of NaCl saturated brine which is pumped back to the multi-effect evaporation plant for processing. The NaCl-saturated brine is evaporated by boiling using steam in two 4 MEE systems. The boiling causes the water to evaporate and salt crystals to form. After crystallization, the salt is centrifuged to remove excess water, and then it is dried, cooled, screened, and packaged for distribution. Evaporated NaCl has a high purity level, ranging between 99.6 percent and 99.9 percent, which makes it ideal for food- and medical-grade applications.

US Salt’s facilities, used for office space, manufacturing, and warehousing, were constructed over multiple eras dating to the original plant construction in the 1890’s. The facility is located off Highway 30 (Salt Point Road) with one major entrance and is a short drive to Interstate 14. The plant site and primary access routes are paved with asphalt, and access routes throughout the brinefield are capped with crushed stone. The Watkins Glen Industrial Track (Fingers Lake Railway) traverses US Salt’s facility with a spur line that enters the plant area and is for bulk material loadout.

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Electrical power is sourced from on-site generation with multiple natural gas-fired generators, amounting to 3,875 kilowatts (kW) per day. The facility is self-sufficient and does not rely on the surrounding electrical grid for operations. Current nameplate capacity is 70 short tons per hour (stph) with engineering studies completed for expansion to 75.7 stph within the existing footprint.

The equipment used in US Salt’s mining operations has useful lives ranging from six to 100 years with current ages ranging from 0 to 64 years. As of September 30, 2025, all of such mining equipment had remaining useful lives of at least one year. The facility has had several repair and renovation projects over the years and maintains scheduled preventative maintenance and scheduled non-recurring maintenance-of-business projects to manage the deterioration rate experienced in the highly corrosive environment. Most recent major renovations and upgrades include a permanent gas-fired backup generator to provide redundancy on electric supply, major generator overhauls, tank replacements,

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network upgrades, beams and structural steel replacements, and brine field monitoring. Maintaining the solution mining production requires ongoing development in the brinefield which is accomplished by drilling wells, installing pipe networks, and establishing electricity on a schedule of approximately one new well per year.

US Salt’s plant is located in a low- to moderate-risk location for extreme weather and seismic events, which limits the risk of catastrophic losses from natural disasters.

The total book value of the property and its associated plant and equipment is $322,828,078.

A bond is in place for the for the well capping liability for plugging and abandoning solution wells. The current well closure bond is $1,059,068. This bond does not present a risk for performing work on the Property but rather allows the work to be performed as part of maintaining permit compliance.

US Salt believes that US Salt’s present facilities are adequate for US Salt’s current needs.

Additional information regarding geology, mining method, brinefield development, and resources/reserves is provided in the TRS that is filed as Exhibit 96.1 and incorporated by reference in this filing.

Overland Park, Kansas Office

US Salt also leases an office in Overland Park, Kansas for sales support and finance team. The current lease expires November 30, 2026. US Salt plans to renew the lease and does not foresee any issues in doing so.

Description of Legal Proceedings

US Salt is subject to litigation and other claims in the ordinary course of business, some of which could be material. Accruals have been recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be determined, US Salt expects that the ultimate disposition of these matters will not have a material adverse effect on its operations or financial condition. However, depending on the amount and the timing, an unfavorable resolution of some or all of these matters could materially affect US Salt’s results of operations or cash flows in a particular period.

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Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

ContextLogic

For our management’s discussion and analysis of financial condition and results of operations thereon for our historical financial statements, please refer to ContextLogic’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 12, 2025 as amended by Amendment No. 1 thereto on April 17, 2025, respectively, in ContextLogic’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025, filed with the SEC on May 9, 2025, June 30, 2025, filed with the SEC on August 7, 2025, and September 30, 2025 filed with the SEC on October 28, 2025, each of which is incorporated by reference herein. See “Where You Can Find More Information” and “Information Incorporated By Reference.”

US Salt

You should read the following discussion and analysis of US Salt’s financial condition and results of operations together with audited consolidated financial statements of US Salt as of and for the years ended December 31, 2024 and 2023 and unaudited condensed consolidated financial statements of US Salt as of and for the nine months ended September 30, 2025 and 2024 (collectively, “US Salt Financial Statements”) and the related notes and other financial information included elsewhere in this prospectus. The discussion and analysis should also be read together with the information presented in the sections entitled “Selected Historical Financial Information of US Salt” and “Unaudited Pro Forma Condensed Combined Financial Information.” Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to US Salt’s plans and strategy for US Salt’s business and related financing, including forward-looking statements that involve risks, uncertainties and assumptions. US Salt’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. See “Special Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by these forward-looking statements.

Overview

US Salt is a leading producer, packager, and distributor of evaporated and specialty salt products originally founded in 1893. US Salt produces evaporated salt by injecting water into underground salt deposits to create saturated brine (~8× the salinity of seawater), then pumping the brine into MEE systems where steam-driven heat under reduced pressure crystallizes high-purity salt into consistent granule sizes. Evaporated salt, as distinct from rock salt and solar salt, operates in a niche of the salt market that requires demanding purity levels (often over 99.6% sodium chloride) for use in such applications as food and pharmaceutical products. As a result, evaporated salt generally commands higher prices than rock salt and solar salt.

US Salt’s vertically integrated Watkins Glen, New York facility is one of only 16 evaporated salt facilities in the United States. US Salt believes that the majority of currently operational facilities date back to the 19th century. Industry-wide domestic production of evaporated salt exhibited a 0.1% annualized growth rate between 1998 and 2023, according to USGS data.

US Salt’s products primarily include private-label and branded round-can table salts, pharmaceutical-grade salts used in saline and dialysis solutions, food-processing salts used in manufacturing and preservation, and pool and water-softening salts for household and commercial use. US Salt’s fully integrated operating model provides end-to-end control over quality, reliability, and cost, resulting in consistent cash generation and long-term customer retention in a stable, non-cyclical industry.

The US salt market represents approximately $3 billion in annual sales and has remained structurally stable for more than a decade, with evaporated salt accounting for roughly one-third of total demand. Domestic capacity has been largely unchanged for twenty years, and no new large-scale evaporation facilities have been constructed since 1999. This constrained supply base, combined with essential end-market demand in food, pharmaceuticals, and utilities, has supported favorable pricing and high barriers to entry.

As a specialized producer of high purity evaporated salt products, one of the largest private label round can salt producers, and US Salt believes that it is one of only two domestic suppliers with scaled capability to produce U.S.

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Pharmacopeia (USP)-compliant salt for pharmaceutical applications. US Salt believes it is well positioned to deliver its low-cost but high-value products to its customers. US Salt is strategically focused on highest value segments of the salt market. US Salt’s key competitive strengths support its ability to consistently offer a range of solutions to its customers in a supply-constrained market with high barriers to entry. US Salt also serves a diversified customer base within these end markets where it maintains long-standing customer relationships. US Salt believes that its salt caverns, unique round-can packaging line, regulatory certifications and expensive construction process for new entrants, coupled with its 130-year continuous operating history, has provided it with leading market positions and created significant barriers to entry for potential competitors.

As a result of US Salt’s vertically integrated operation, US Salt solution mines, manufactures, processes, packages, markets, distributes and sells salt, allowing it to go directly to the market with the following products:

• Private label and branded round can salt: 26-ounce canisters marketed under customer<br> (private label) and US Salt-owned brands, sold through wholesale and retail channels.
• Pharmaceutical salt: High-purity, USP-compliant salt used to manufacture medical<br> saline and dialysis solutions, sold through wholesale and commercial channels.
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• Food-grade salt: Bagged and bulk salt used as an ingredient by food manufacturers,<br> sold through wholesale and commercial channels.
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• Pool salt: Bagged salt used to generate chlorine in saltwater swimming pools, sold<br> through wholesale, commercial, and retail channels.
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• Water softening salt: Bagged salt pellets used in residential water treatment<br> systems, sold through wholesale, commercial, and retail channels.
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• Kosher / sea salt / other specialty: Specialty salts, including kosher, sea, and pink<br> varieties, sold through wholesale and retail channels. US Salt supplies its products according to customer specifications and regulatory requirements, and it supplements in-house production with limited third-party sourcing to broaden<br> assortment where appropriate.
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US Salt serves a diverse mix of end markets where salt is an essential input with limited substitution risk such as retail grocery, food processing, pharmaceuticals, water softening, and other industrial applications. US Salt sells to a diversified customer base where it maintains long-standing customer relationships, including national and regional retailers, food manufacturers, distributors, and healthcare companies. US Salt believes that the demanding, extensive and costly qualification process for new entrants, coupled with its history of consistently delivering exceptional solutions for its customers, has provided it with leading market positions and created significant barriers to entry for potential competitors.

Diversification across channels and end markets provides resilience through economic cycles. Over the five- and ten-year periods ended December 31, 2024, US Salt’s revenues grew at compound annual growth rates of approximately 7% and 8%, respectively, primarily driven by favorable product mix, new business wins, and disciplined pricing. For more information about how US Salt uses these non-GAAP financial measures in its business, the limitations of these measures, and a reconciliation of these measures to the most directly comparable GAAP measures, please see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.” US Salt focuses on building intrinsic value by growing its EBITDA and by improving its asset quality in a way that optimizes its cash flows. US Salt can employ its Free Cash Flow and other sources of liquidity to re-invest in its business, pay down debt and potentially make acquisitions. US Salt’s capital expenditures were $5.1 million and $3.7 million for the year ended December 31, 2024 and the nine months ended September 30, 2025, respectively (excluding one-time investments of $8.3 million and $2.4 million, respectively), highlighting the low capital requirements of our business model. See “Liquidity and Capital Resources—Capital Expenditures.”

Key Performance Drivers

US Salt’s operating results are influenced by several key factors, including pricing dynamics, plant reliability and operational efficiency, product-mix shifts, labor costs, energy generation and consumption, and inflationary trends. Management continuously monitors these variables to sustain profitability and cash flow while maintaining reliable supply to US Salt’s customers.

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Product and Channel Mix

Profitability varies by product category. Pharmaceutical and food-grade salts generally carry higher average selling prices and margins, while bulk industrial and water-softening salts tend to be lower-margin. Period-to-period variations in mix—driven by customer demand, limited seasonality, and production scheduling—can influence reported gross margins. US Salt’s strategy to increase exposure to higher-value and specialty grades is expected to further improve blended profitability over time.

Pricing and Market Dynamics

The majority of US Salt’s sales are not subject to fixed-price or long-term contracts. Prices are established through frequent negotiations with retail, food, and industrial customers and generally reflect prevailing market conditions. Over the past three years, wholesale prices have increased meaningfully as US Salt captured value through disciplined pricing and closed historical gaps between private-label and branded products. Continued attention to pricing strategy, particularly in consumer and food channels, remains a key driver of revenue growth and gross-margin performance.

Plant Reliability and Operational Efficiency

Because US Salt operates a single integrated production facility, operational reliability and throughput materially affect unit costs and margins. Over the past several years, US Salt has executed a multi-year reliability and efficiency program focused on automation, predictive maintenance, and process-control optimization. These initiatives have increased packaging-line utilization, reduced downtime, and improved energy efficiency, contributing to strong margin expansion and consistent output.

Labor Costs and Workforce Productivity

Labor is a significant component of US Salt’s cost structure, primarily associated with production, packaging, and maintenance. Wage inflation, overtime, and incentive programs can impact results in the near term. Management’s focus on retention, cross-training, and process automation has improved workforce productivity and mitigated the effects of a tight regional labor market.

Energy Generation and Natural-Gas Costs

Energy is one of US Salt’s largest variable inputs, driven by natural gas used both for salt evaporation and to fuel its on-site gas-fired generators that supply the majority of the facility’s electricity. This largely off-grid system provides cost stability and insulation from regional power-market volatility. Fluctuations in natural-gas prices can impact margins if not offset by pricing actions; however, efficiency investments and selective hedging reduce exposure to sudden cost increases.

Inflation and Input Costs

General inflation and cost pressures on packaging materials, transportation, and maintenance services can affect US Salt’s results of operations. While pricing actions and cost-control measures have mitigated much of this impact, sustained inflation may influence customer purchasing behavior and margin performance. US Salt continues to emphasize supply-chain optimization, vendor consolidation, and productivity initiatives to offset inflationary trends.

Known Trends and Uncertainties

US Salt’s management monitors several trends and uncertainties that could materially affect our future results of operations, liquidity, and cash flows.

Natural Gas and Energy Inputs.

US Salt’s operations are energy intensive, and natural gas is its largest variable input cost. US Salt currently benefits from a fixed-price supply contract with DTE that runs through March 2026. Upon expiration, US Salt expects to negotiate a renewal or pursue other supply alternatives. While future market pricing cannot be predicted with certainty, natural-gas cost variability may affect its production costs beginning in 2026 if market rates materially differ from the terms of the existing contract. US Salt’s management intends to consider hedging strategies and operational efficiency initiatives to mitigate potential price volatility.

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Labor Costs and Workforce Availability.

Wage inflation and a tight regional labor market have contributed to higher labor and benefit costs in recent periods. US Salt expects continued upward pressure on wages, which may increase US Salt’s cost of revenue and Selling, general and administrative (“SG&A”) expenses. Productivity initiatives, cross-training, and automation are expected to partially offset inflationary impacts; however, labor availability and cost trends remain an uncertainty.

Product Mix and Customer Demand.

A meaningful portion of US Salt’s margins is influenced by the mix of pharmaceutical, food-grade, consumer, and industrial salt volumes. US Salt’s strategy to increase exposure to higher-value categories is expected to support margin stability; however, the timing of large customer orders, competitive dynamics in private label programs, and broader economic conditions may contribute to period-to-period variability.

Maintenance and Production Reliability.

US Salt operates a single, vertically integrated facility. While its multi-year reliability program has improved uptime and operating efficiency, unplanned outages, major equipment failures, or extended maintenance projects could temporarily affect production volumes or increase costs. US Salt plans maintenance activities carefully to minimize operational disruptions, but variability in maintenance requirements is an ongoing uncertainty.

Inflationary Pressures and Supply Chain Costs.

Increases in the cost of packaging materials, freight, spare parts, and external maintenance services have affected cost trends in recent years. Although US Salt has generally been able to offset inflation through price increases and cost efficiency initiatives, sustained or accelerated inflation could impact US Salt’s margins and working capital needs.

Seasonality

Pool salt and ice melt are the only products that exhibit consistent seasonal demand patterns—pool salt shipments typically increase in late spring and summer, while ice melt demand occurs in winter months. These products represent a limited portion of its overall sales, and seasonality has not had a material impact on US Salt’s consolidated results.

Results of Operations

The following table summarizes US Salt’s results of operations and certain operating data for the periods indicated (in thousands, unless otherwise indicated):

Comparison of the Years Ended September 30, 2025 and 2024

Nine Months Ended<br><br> <br>September 30 $ Change % Change
Condensed Consolidated Statements of Operations 2025 2024
Revenue $98,291 $90,648 $7,643 8.4%
Cost of revenue 61,056 59,027 2,029 3.4%
Gross profit 37,235 31,621 5,614 17.8%
Selling, general and administrative expenses 10,469 9,833 635 6.5%
Loss due to casualty — 770 (770) (100.0%)
Loss on disposal of plant, property and equipment 39 116 (77) (66.4%)
Operating income 26,727 20,902 5,826 27.9%
Other income (expenses), net (16,111) (18,773) 2,661 (14.2%)
Net income $10,616 $2,129 $8,487 398.6%

Other Financial and Operating Data:

Gross profit%^1^ 37.9% 34.9% 3.0% 8.6%
EBITDA^2^ 38,088 30,819 7,269 23.6%

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EBITDA Margin %^1^ 38.8% 34.0% 4.8% 14.0%
Adjusted EBITDA^2^ 42,202 36,168 6,034 16.7%
Adjusted EBITDA Margin %^1^ 42.9% 39.9% 3.0% 7.6%
1 Calculated as a percentage of revenue
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2 EBITDA and adjusted EBITDA are non-GAAP financial measures. For definitions of EBITDA and<br> adjusted EBITDA and a reconciliation to the most directly comparable financial measures calculated and presented in accordance with GAAP, see “Management’s Discussion and Analysis of Financial Condition and Result of Operations —<br> Non-GAAP Financial Measures.”
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Nine Months Ended September 30, 2025 and 2024

Revenue: Revenue for the nine months ended September 30, 2025 was $98.3 million, an increase of $7.6 million, or 8.4%, from $90.6 million for the nine months ended September 30, 2024. The increase was primarily driven by higher average sales prices and increased sales volumes. The average sales price for the nine months ended September 30, 2025 was $295.7 per ton, an increase of $6.4 per ton, or 2.2%, from $289.3 per ton for the nine months ended September 30, 2024, resulting in approximately $2.1 million of additional revenue. US Salt sold 332,396 tons during the nine months ended September 30, 2025, an increase of 19,097 tons, or 6.1%, compared to 313,299 tons sold during the nine months ended September 30,2024, generating approximately $5.5 million of additional revenue.

Revenues consist of proceeds from the sale of salt and related products to customers across the consumer, food, pharmaceutical, and industrial markets. Revenue is recognized when control of the product transfers to the customer, which generally occurs at the point in time the product is shipped under US Salt’s standard terms and conditions. Unless otherwise specified in a separate customer agreement, sales are made FOB origin, meaning that control and risk of loss transfer to the customer when the product leaves US Salt’s facility.

Sales are recorded net of discounts, allowances, rebates, and returns. US Salt primarily ships products from its Watkins Glen, New York facility via truck or rail. In some instances, US Salt utilizes third-party logistics warehouses to stage inventory closer to key customers or regional markets. US Salt also employs third-party co-packers on a limited basis to support specific packaging formats.

Revenue is influenced by sales volume, pricing, and product mix. Pricing and mix vary across US Salt’s end markets—consumer and pharmaceutical products typically carry higher selling prices per ton than bulk industrial and water-softening salts. The timing of large customer shipments, seasonal demand patterns, and energy-related surcharges can also affect recognized revenue in a given period.

Cost of Revenue and Gross Profit: Cost of revenue for the nine months ended September 30, 2025 was $61.1 million, an increase of $2.1 million, or 3.4%, from $59.0 million for the nine months ended September 30, 2024. The increase was primarily attributable to higher production volumes and a $1.3 million increase in depreciation expenses associated with capital additions completed during the period. Average cost per ton increased to $186.2 for the nine months ended September 30, 2025 from $186.1 in for the nine months ended September 30, 2024, a slight increase of 0.1% despite mild inflationary pressure, reflecting continued improvements in operational efficiency. Labor and benefit expenses increased modestly due to wage inflation and benefit adjustments, partially offset by reduced overtime. Energy and maintenance expenses declined slightly as a result of process optimization initiatives, improved equipment reliability, and reduced repair requirements compared to the prior-year period.

Gross profit increased $5.6 million, or 17.8%, for the nine months ended September 30, 2025 compared to the same period in nine months ended September 30, 2024. Gross profit margin improved to 37.9% from 34.9%, primarily reflecting higher volumes, favorable pricing, and efficiency gains that kept per-unit production costs stable.

Cost of revenue includes all direct and indirect costs associated with producing, packaging, and delivering salt products to customers. These costs primarily consist of:

— Raw material extraction and brine processing costs, including labor, equipment operation, and maintenance;
— Energy costs, including natural gas used for evaporation and for powering US Salt’s on-site gas-fired generators that supply<br> most of the facility’s electricity;
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— Packaging, materials, and consumables such as bags, boxes, and pallets;
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— Freight, warehousing, and handling costs, including charges for third-party logistics and co-packing services; and
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— Depreciation and amortization of production equipment and plant facilities.
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Maintenance materials are expensed as consumed or capitalized into fixed assets if it meets the criteria of a capital expenditure. Maintenance expenditures and indirect plant overhead are included in cost of revenue as incurred. Cost of revenue also reflects adjustments for inventory valuation and production variances. Periodic fluctuations in natural-gas prices, maintenance activity, and production throughput can affect cost of revenue and gross profit margin.

Selling, General and Administrative Expense: SG&A expenses for the nine months ended September 30, 2025 was $10.5 million, an increase of $0.6 million, or 6.5%, from $9.8 million for the nine months ended September 30, 2024. The increase was primarily attributable to higher salaries and benefits resulting from wage inflation and increased headcount (approximately $0.5 million), as well as higher incentive compensation driven by improved operating performance (approximately $0.2 million).

SG&A expenses includes costs incurred to support sales, marketing, and administrative functions. These expenses consist primarily of employee compensation and benefits, professional and consulting fees, information technology costs, insurance, travel, and office expenses. SG&A also includes advertising and promotional activities, customer service, and certain distribution and logistics management functions not directly tied to manufacturing.

US Salt recognizes these costs in the period in which they are incurred. SG&A may vary from period to period based on timing of marketing initiatives, professional services, and performance-based incentive compensation.

Loss due to Casualty and Loss on Disposal of plant, property and equipment: Loss due to casualty for the nine months ended September 30, 2024 includes loss incurred due to fire. Loss on disposal of plant, property and equipment includes minor disposal of plant, property and equipment from time to time.

Operating Income: Operating income for the nine months ended September 30, 2025 was $26.7 million, an increase of $5.8 million, or 27.9%, from $20.9 million for the nine months ended September 30, 2024. The increase in net income was primarily attributable to the 17.8% increase in gross profit.

Other Income (Expenses), Net: Other expenses, net for the nine months ended September 30, 2025 was $16.1 million, a decrease of $2.7 million, or 14.2%, compared to $18.8 million for the nine months ended September 30, 2024. The decrease was primarily due to a $2.5 million of reduction in interest expense on term loans, driven by lower interest rates of 9.70% at September 30, 2025 compared with 10.73% at September 30, 2024.

Other income (expenses) includes interest expense related primarily to borrowings under the Ares Credit Agreement (defined below), which provides both term debt and a revolving credit facility, and other expenses, which includes unrealized currency. Additionally, the interest income also is included in the other income (expenses) representing returns on excess cash balances and short-term investments.

Net Income: Net income for the nine months ended September 30, 2025 was $10.6 million, an increase of $8.5 million, or 398.6%, from $2.1 million for the nine months ended September 30, 2024. The increase in net income was primarily attributable to the $5.6 million, or 17.8%, improvement in gross profit during the period.

Comparison of the Years Ended December 31, 2024 and 2023

The following table summarizes our results of operations for the periods indicated (in thousands):

Year Ended December 31
Consolidated Statements of Operations 2024 2023 $ Change % Change
Revenue $123,088 $111,058 $12,030 10.8%
Cost of revenue 79,912 73,496 6,416 8.7%
Gross profit 43,176 37,562 5,614 14.9%
Selling, general and administrative expenses 13,349 12,275 1,074 8.7%
Loss due to casualty — 1,160 (1,160) (100.0)%
Loss on disposal of plant, property and equipment 256 383 (127) (33.2)%
Operating Income 29,571 23,744 5,827 24.5%
Other income (expenses), net (24,544) (25,776) 1,232 (4.8)%
Net income (loss) $5,027 $(2,032) $7,059 (347.4)%

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Other Financial and Operating Data:

Gross profit%^1^ 35.1% 33.8% 1.3% 3.8%
EBITDA^2^ 42,985 34,917 8,068 23.1%
EBITDA Margin %^1^ 34.9% 31.4% 3.5% 11.1%
Adjusted EBITDA^2^ 48,886 43,581 5,305 12.2%
Adjusted EBITDA Margin %^1^ 39.7% 39.2% 0.5% 1.3%
1 Calculated as a percentage of revenue
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2 EBITDA and adjusted EBITDA are non-GAAP financial measures. For definitions of EBITDA and<br> adjusted EBITDA and a reconciliation to the most directly comparable financial measures calculated and presented in accordance with GAAP, see “Management’s Discussion and Analysis of Financial Condition and Result of Operations —<br> Non-GAAP Financial Measures.”
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Revenue: Revenue for the year ended December 31, 2024 were $123.1 million, an increase of $12.0 million, or 10.8%, from $111.1 million for the year ended December 31, 2023. The increase was primarily attributable to higher average sales prices, increased sales volumes, and a favorable product mix. The average sales price for 2024 was $289.3 per ton, an increase of $16.4 per ton, or 6.0%, from $272.9 per ton in 2023, generating approximately $7.0 million of additional revenue. US Salt sold 425,507 tons during 2024, an increase of 18,489 tons, or 4.5%, compared to 407,018 tons in 2023, resulting in approximately $5.0 million of additional revenue.

Cost of Revenue and Gross Profit: Cost of revenue for the year ended December 31, 2024 was $79.9 million, an increase of $6.4 million, or 8.7%, from $73.5 million for the year ended December 31, 2023. The increase was primarily attributable to higher production and sales volumes. US Salt produced 429,706 tons of product in 2024, an increase of 23,129 tons from the 406,577 tons produced in 2023, resulting in $4.2 million of the total cost increase. Depreciation expense increased by approximately $2.2 million due to capital additions completed during the period.

Gross profit for the year ended December 31, 2024 was $43.2 million, an increase of $5.6 million, or 14.9%, compared to $37.6 million for the year ended December 31, 2023. Gross profit margin improved to 35.1% in 2024 from 33.8% in 2023, driven by improved pricing, higher volumes, and sustained manufacturing. These improvements reflect continued operational reliability, enhanced process control, and workforce productivity gains.

Selling, General and Administrative Expenses: SG&A expenses for the year ended December 31, 2024 was $13.3 million, an increase of $1.1 million, or 8.8%, from $12.3 million for the year ended December 31, 2023. The increase was primarily attributable to higher salaries and benefits resulting from wage inflation and increased headcount (approximately $0.5 million), as well as performance-based incentive compensation (approximately $0.3 million). Commission expense increased by approximately $0.2 million, and bad debt expense increased by approximately $0.2 million due to a customer bankruptcy.

Loss due to Casualty and Loss on Disposal of plant, property and equipment: Loss due to casualty for the year ended December 31, 2023 includes loss incurred due to flood. Loss on disposal of plant, property and equipment includes minor disposal of plant, property and equipment from time to time.

Other Income (Expenses), Net: Other expenses, net for the year ended December 31, 2024 was $24.5 million, a decrease of $1.2 million, or 4.8%, compared to $25.8 million for the year ended December 31, 2023. The decrease was primarily driven by a $1.3 million reduction in interest expenses on term loans, resulting from lower interest rates of 10.00% at December 31, 2024 compared with 11.04% at December 31, 2023.

Net Income (Loss): Net income for the year ended December 31, 2024 was $5.0 million, compared to a net loss of $2.0 million for the year ended December 31, 2023. The year-over-year improvement of $7.1 million was primarily attributable to the $5.6 million increase in gross profit during the period.

Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA

Earnings before interest, taxes, depreciation and amortization, or EBITDA, and adjusted EBITDA are supplemental non-GAAP financial measures used by our management. US Salt defines EBITDA as net income (loss) before (i) interest expense, (ii) depreciation, amortization and depletion, and (iii) taxes. US Salt also discusses adjusted EBITDA, a non-GAAP financial performance measure. US Salt defines adjusted EBITDA as EBITDA before (i) management fees and board fees, (ii) unit-based compensation expense, (iii) non-recurring employee compensation,

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(iv) non-recurring professional fees, (v) non-recurring bad debt expense due to bankruptcy of a customer, (vi) non-recurring maintenance expense, (vii) non-recurring loss due to casualty or natural disasters, (viii) non-recurring loss due to installation of blackstart backup generator, (ix) ARO accretion, (x) non-recurring loss due to disposal of plant, property and equipment, (xi) foreign currency (gain) loss, and (xii) other non-recurring adjustments. The most directly comparable GAAP financial measure to EBITDA and adjusted EBITDA is net income (loss). We believe EBITDA and adjusted EBITDA offer useful views of the overall operation of US Salt’s business because they allow comparison of its results of operations from period to period without regard to its financing methods or capital structure or other items that impact comparability of financial results from period to period such as fluctuations in interest expense or effective tax rates, levels of depreciation, amortization, and depletion, or unusual items. Users should consider the limitations of EBITDA and adjusted EBITDA, including the fact these measures do not provide a complete measure of US Salt’s operating performance. EBITDA and adjusted EBITDA should not be considered as alternatives to, or more meaningful than, net income or any other measure as determined in accordance with GAAP. Our computations of adjusted EBITDA may not be comparable to EBITDA or adjusted EBITDA of other companies. US Salt presents EBITDA and adjusted EBITDA because it believes they provide useful information to investors regarding the factors and trends affecting its business.

The following table presents a reconciliation of US Salt’s EBITDA and adjusted EBITDA to the GAAP financial measure of net income (loss) for each of the periods indicated (in thousands):

Nine Months Ended<br><br> <br>September 30 Year Ended<br><br> <br>December 31
2025 2024 2024 2023
Net income (loss) $10,616 $2,129 $5,027 $(2,032)
Interest expense 16,157 18,700 24,413 25,671
Depreciation, amortization and depletion 11,315 9,990 13,545 11,278
Taxes^1^ — — — —
EBITDA $38,088 $30,819 $42,985 $34,917
Management fees and board fees^2^ 1,763 1,684 2,259 2,392
Unit-based compensation 351 411 549 279
Non-recurring employee compensation^3^ 361 650 749 1,768
Professional fees 432 529 530 49
Bad debt expense due to bankruptcy of one customer^4^ — — 295 —
Maintenance expense^5^ 102 1,110 1,100 1,086
Non-recurring loss due to casualty or natural disasters^6^ — 770 — 2,552
Non-recurring loss due to installation of blackstart<br> backup generator^6^ 1,210 — — —
Loss on disposal of plant, property and equipment^7^ 39 116 256 383
Foreign currency (gain) loss^8^ (46) 73 132 106
Other non-recurring adjustments^9^ (98) 6 31 49
Adjusted EBITDA $42,202 $36,168 $48,886 $43,581
EBITDA Margin %^10^ 38.8% 34.0% 34.9% 31.4%
Adjusted EBITDA Margin %^10^ 42.9% 39.9% 39.7% 39.2%
1 US Salt is included in the tax filing of the shareholders of US Salt, which was taxed<br> individually. As such, taxes do not include the effect of income tax expense.
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2 US Salt incurred management fees payable to its private equity sponsor for advisory, oversight,<br> and strategic management services under a management services agreement. US Salt also paid such advisory fees to the Board of Directors. These fees are included in selling, general, and administrative expenses. Following the<br> completion of the transaction with ContextLogic, the management services agreement will be terminated, and no further management fees will be incurred. US Salt does not anticipate incurring any advisory fees payable to these Board of<br> Directors following the completion of the transaction.
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3 The non-recurring employee compensation includes executive transition expenses, one-time bonus,<br> and other related non-recurring severance.
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4 The bad debt expense incurred was due to bankruptcy of one customer and is viewed by US Salt as<br> a non-recurring item considering the regular profile of US Salt’s customer base.
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5 The non-recurring maintenance expense includes maintenance cost incurred for well logging and<br> generator overhauls.
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6 Loss due to casualty, natural disasters, and installation of blackstart backup generator include<br> actual loss of inventory, repair expenses, and estimated loss of revenue, which includes estimated loss of production of inventories plus the total of estimated loss of gross margin on those.
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inventories. Estimated total of loss of production of inventories was calculated based on the estimated quantities (Tons) by product type for the period impacted by the flood or installation of blackstart backup generator times standard costs per Ton by product type, as if the flood or the installation did not occur. Estimated total loss of gross margin on those inventories was calculated based on the estimated quantities (Tons) by product type for the period impacted by flood or installation of blackstart backup generator times the average gross margin per Ton by product type, as if the flood or the installation did not occur.

7 Majority of the loss on disposal of plant, property and equipment was due to casualty or natural<br> disaster, which is non-recurring in nature.
8 The foreign currency exchange (gain) loss is non-operating in nature and may vary significantly<br> between periods.
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9 The other non-recurring adjustments include out-of-period diesel fuel refund, prior period sales<br> and use tax refund, drilling fluid storage costs, and wood boiler tube conveyor removal.
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10 Calculated as a percentage of revenue.
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Nine Months<br><br> <br>Ended<br><br> <br>September 30, Year Ended December 31,
--- --- --- ---
2025 2024 2023
Revenue $98,291 $123,088 $111,058
Cost of Revenue 61,056 79,912 73,496
Gross Profit 37,235 43,176 37,562
Selling, general and administrative expenses 10,469 13,349 12,273
Loss due to casualty — — 1,160
Loss on disposal of property, plant and equipment 39,118 256 383
Operating Income 26,727 29,572 23,745
Other Expenses — — —
Interest expense (16,157) (24,413) (25,671)
Foreign currency loss 46 (132) (106)
Net Income $10,616 $5,027 $(2,032)
Net Income Margin % 10.8% 4.1% -1.8%

Free Cash Flow

Free Cash Flows are driven primarily by increasing operating income and efficiently managing accounts receivable, inventory, accounts payable, and capital expenditures. Increases in operating income primarily result from increases in revenue and efficiently managing cost of revenues and selling, general and administrative expenses, partially offset by investing in plant, property, and equipment. US Salt makes longer-term strategic capital investment, including capital expenditures focused on expansion of production capacity and efficiency of production. US Salt provides multiple measures of Free Cash Flow because it believes these measures provide additional perspective to investors on the impact of acquiring plant, property, and equipment with cash and through finance leases and financing obligations.

Free Cash flow is cash flow from operations reduced by “Purchases of plant, property, and equipment” (“Free Cash Flow”). The following is a reconciliation of Free Cash Flow to the most comparable GAAP cash flow measure, “Net cash provided by (used in) operating activities” for each of the periods indicated (in thousands):

Nine Months Ended<br><br> <br>September 30 Year Ended<br><br> <br>December 31
2025 2024 2024 2023
Net cash provided by operating activities $21,244 $10,506 $19,842 $15,534
Purchases of plant, property and equipment (6,057) (8,416) (13,387) (9,336)
Free Cash Flow $15,187 $2,090 $6,455 $6,198
Net cash (used in) investing activities $(6,057) $(8,416) $(13,387) $(9,336)
Net cash (used in) financing activities $(16,476) $(7,167) $(9,795) $(2,369)

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Free Cash Flow less Principal Repayments of Finance Leases Obligations and Repayment on Term Loan

Free Cash flow less principal repayments of finance leases and repayment on term loan is Free Cash Flow reduced by “Principal repayments of finance leases” and “Principal repayments on term loan.” Principal repayments of finance leases and term loan approximate the actual payments of cash for US Salt’s finance leases and financing obligations. The following is a reconciliation of Free Cash Flow less principal repayments of finance leases and term loan to the most comparable GAAP cash flow measure, “Net cash provided by (used in) operating activities” for each of the periods indicated (in thousands):

Nine Months Ended<br><br> <br>September 30 Year Ended<br><br> <br>December 31
2025 2024 2024 2023
Net cash provided by operating activities $21,244 $10,506 $19,842 $15,534
Purchases of plant, property and equipment (6,057) (8,416) (13,387) (9,336)
Free Cash Flow 15,187 2,090 6,455 6,198
Principal repayments of term loan (12,740) (6,740) (7,320) (2,320)
Principal repayments of finance leases (91) (96) (121) (49)
Free Cash Flow less principal repayments of finance<br> leases and repayment on term loan $2,356 $(4,746) $(986) $3,829
Net cash (used in) investing activities $(6,057) $(8,416) $(13,387) $(9,336)
Net cash (used in) financing activities $(16,476) $(7,167) $(9,795) $(2,369)
Nine Months Ended September 30,
--- --- ---
2025 2024
Cash Flow from Operating Activities
Net income (loss) $10,616 $5,027
Adjustments to reconcile net income (loss) to net cash from operating<br> activities:
Depreciation, depletion, and amortization 11,315 13,545
Loss due to casualty — 817
Gain from insurance recovery — (817)
Amortization of debt issuance cost 538 815
Bad debt recovery (37) 234
Unit-based compensation expense 351 549
Loss on disposals of fixed assets 39 256
Non-cash lease expense 657 700
Amortization of finance right-of-use assets 78 92
Interest on finance leases 32 49
Accretion of asset retirement obligation 61 78
Changes in operating assets and liabilities:
Accounts receivable 750 (386)
Inventory (387) (1,140)
Prepaid expenses (332) 213
Other inventories (827) 1
Accounts payable (1,144) 1,105
Operating lease liabilities (636) (713)
Accrued liabilities 171 (582)
Net Cash Provided by Operating Activities 21,244 19,842
Cash Flow from Investing Activities
Purchases of plant, property, and equipment (6,057) (13,387)
Net cash Used in Investing Activities (6,057) (13,387)
Cash Flow from Financing Activities
Repayment of principal on term loan (12,740) (7,320)
Repayment of principal of finance leases obligations (91) (121)

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Nine Months Ended September 30,
2025 2024
Member's contributions 52 7,265
Member's distributions (3,697) (9,619)
Net Cash Used in Financing Activities (16,476) (9,795)
Net Change in Cash and Cash Equivalents (1,288) (3,341)
Cash and Cash Equivalents, Begin of Year (7,362) 10,703
Cash and Cash Equivalents, End of Year 6,074 7,362
Supplemental cash flow information
Cash paid for interest $15,931 $24,159
Supplemental non-cash investing and financing information:
Noncash contribution of US Salt Parent Holdings, LLC<br> related to unit-based compensation expense $351 $549
Plant, Property, and equipment in accounts payable $1,170 $(118)
Additions and changes in asset retirement obligations $16 $(124)

Liquidity and Capital Resources

Sources of Liquidity

Liquidity is provided through cash flow from operations and availability under the revolving credit facility with Ares Capital Corporation. As of September 30, 2025, US Salt remained in full compliance with its financial covenants, with sufficient headroom under the maximum leverage and fixed-charge coverage ratios. Management believes current liquidity is adequate to fund operations, planned capital expenditures, and working capital needs.

Capital Expenditures

Capital expenditures totaled approximately $13.4 million and $6.1 million for the year ended December 31, 2024 and the nine months ended September 30, 2025, respectively (including one-time investments of $8.3 million and $2.4 million, respectively). These amounts include expenditures related to several large, non-recurring maintenance and growth projects, including generator rebuilds, flood-mitigation initiatives, installation of a black-start backup generator to enhance power redundancy, and the new pool salt line project. As discussed elsewhere in this prospectus, US Salt also presents capital expenditures excluding certain one-time investments in order to provide a more meaningful view of its ongoing maintenance and recurring capital requirements. Since 2021, US Salt has invested over $37 million to enhance production capacity, reliability, and efficiency, a portion of which relates to these non-recurring maintenance and growth initiatives.

Credit Facility

In July 2021, US Salt entered into a Credit Agreement with Ares Capital Corporation, as administrative agent, and the other parties thereto (the “Ares Credit Agreement”), which consists of a $232 million term loan and up to $25 million revolving line of credit.

Interest rate for the term loan, at December 31, 2024, was 10%, which was SOFR plus 5.40%. Interest for the term loan, at December 31, 2023, was 11.04%, which was SOFR plus 5.65%. Interest rate for the revolving line of credit is equal to the greater of 4.50% plus prime rate, NYFRB (New York Federal Reserve Bank) rate plus 5.00%, or SOFR (subject to .75% floor) plus 5.50%-5.65%.

The term loan requires quarterly principal payments of $0.6 million commencing on March 31, 2022 through maturity on July 19, 2028, at which time the remaining principal balance is due. The term loan is subject to mandatory excess cash flow payments commencing for the year ended December 31, 2022 as defined in the Ares Credit Agreement, not to exceed $5 million for any fiscal year. As of December 31, 2024 and 2023, US Salt did not expect to make additional term loan repayments due to Excess Cash Flow for the years ended December 31, 2024 and 2023.

The revolving line of credit expires on July 19, 2026 and is subject to commitment fee of .50% per annum. US Salt had no borrowings outstanding on the revolving line of credit at December 31, 2024 and 2023.

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The term loan and revolving line of credit are secured by substantially all of the assets of US Salt and subject to certain financial covenants. US Salt was in compliance with all financial covenants at December 31, 2024.

In relation to the Ares Credit Agreement, US Salt paid debt issuance cost of $5.1 million, which is amortized over the life of the credit agreement. Amortization of debt issuance cost for the years ended December 31, 2024 and 2023 was $0.8 million and $0.9 million, respectively, and was reported in the interest expense in the consolidated statements of operations.

The Ares Credit Agreement is expected to be repaid in full in connection with the consummation of the US Salt Acquisition.

Material Cash Requirements

US Salt expects to continue to fund its operations, working capital needs, and capital investments primarily through cash generated from operations and available capacity under its revolving credit facility.

Capital Expenditures

US Salt expects annual capital expenditures of approximately $6–$8 million over the next several years, consisting primarily of maintenance, reliability projects, and select growth initiatives. Certain non-recurring projects—such as generator rebuilds, flood-mitigation investments, and installation of the black-start backup generator—resulted in elevated capital spending in 2023 and 2024. We do not expect these projects to recur at similar levels.

Debt Service Obligations

As of September 30, 2025, US Salt is obligated to make quarterly principal payments of $0.6 million on its term loan through its July 2028 maturity, with the remaining principal due at maturity. Interest payments will vary based on SOFR-linked rates applicable to its credit facility. We do not anticipate material excess-cash-flow payments under its credit agreement based on current forecasts.

Lease Commitments

We have non-cancelable operating lease commitments for warehouses, offices, equipment, railcars, and finance leases for equipment. As of September 30, 2025, remaining contractual lease payments were approximately $2.0 million, with approximately $1.0 million due within 12 months.

Environmental and Maintenance Requirements

US Salt incurs ongoing maintenance and periodic refurbishment costs associated with its production assets. These expenditures vary by year based on reliability requirements, but US Salt expects them to remain within the anticipated annual capital-expenditure range described above.

Management believes that cash flows from operations, together with availability under its revolving credit facility, will be sufficient to meet US Salt’s material cash requirements for at least the next 12 months.

Cash Flows

Operating cash flow strengthened in 2024 due to improved earnings and disciplined working capital management. Investing cash flows primarily related to plant reliability and capacity projects. Financing cash flows reflect debt service and limited distributions (in thousands).

Comparison of the Nine Months Ended September 30, 2025 and 2024

The following table summarizes cash flows for the periods indicated:

Nine Months Ended September 30
2025 2024
Net cash provided by operating activities $21,244 $10,506
Net cash used in investing activities $(6,057) $(8,416)
Net cash used in financing activities $(16,476) $(7,167)

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Net cash provided by operating activities was $21.2 million for the nine months ended September 30, 2025, an increase of $10.7 million as compared to $10.5 million of net cash provided by operating activities for the nine months ended September 30, 2024. The increase in net cash provided by operating activities was primarily attributable to higher net income generated in nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 by $8.5 million, plus the net cash provided in the operations consisting primarily of a decrease of $0.4 million in accounts receivable, a decrease of $0.5 million in inventories and an increase of $2.0 million in accounts payable and other current liabilities. This amount is offset by net cash used in operations of $1.0 million of increase in prepaid and other assets.

Net cash used in investing activities was $6.0 million for the nine months ended September 30, 2025, a decrease of $2.4 million as compared to $8.4 million of net cash used in investing activities for the nine months ended September 30, 2024. The decrease in net cash used in investing activities was attributable to a decrease of $2.4 million in purchases of property and equipment.

Net cash used in financing activities was $16.5 million for the nine months ended September 30, 2025, an increase of $9.3 million as compared to $7.2 million of net cash used in financing activities for the nine months ended September 30, 2024. The increase in net cash used in financing activities was primarily attributable to an increase of $6 million in principal payments on the term loan, and a net increase of $3.3 million between a decrease of $3.9 million in member’s distributions and a decrease of $7.2 million in member’s contributions.

Comparison of the Years Ended December 31, 2024 and 2023

The following table summarizes cash flows for the periods indicated:

Year Ended December 31
2024 2023
Net cash provided by operating activities $19,842 $15,534
Net cash used in investing activities $(13,387) $(9,336)
Net cash used in financing activities $(9,795) $(2,369)

Net cash provided by operating activities was $19.8 million for the year ended December 31, 2024, an increase of $4.3 million as compared to $15.5 million of net cash provided by operating activities for the year ended December 31, 2023. The increase in net cash provided by operating activities was primarily attributable to higher net income generated for the year ended December 31, 2024 compared to the year ended December 31, 2023 by $7.1 million, plus the increase in net cash provided by operations consisting primarily of $1.0 million of decrease in prepaid and other assets and a decrease of $2.1 million in accounts receivable. This amount is offset by net cash used in operations, consisting primarily of $2.0 million of increase in inventories, a decrease of $2.3 million in accounts payable, and a decrease of $3.0 million in other current liabilities.

Net cash used in investing activities was $13.4 million for the year ended December 31, 2024, a decrease of $4.1 million as compared to $9.3 million of net cash used in investing activities for the year ended December 31, 2023. The decrease in net cash used in investing activities was primarily attributable to an increase of $4.1 million in additional purchases of property and equipment.

Net cash used in financing activities was $9.8 million for the year ended December 31, 2024, an increase of $7.4 million as compared to $2.4 million of net cash used in financing activities for the year ended December 31, 2023. The increase in net cash used in financing activities was primarily attributable to an increase of $5 million in principal payments on the term loan, and a net increase of $2.4 million between $9.6 million of member’s distributions and $7.3 million of contributions.

Contractual and Other Obligations

Debt obligations

Under the Ares Credit Agreement, US Salt’s debt obligations include consists of a term loan and a revolving line of credit. Refer to discussions under the “Credit Facility” above.

Leases

US Salt leases warehouses, office space, and equipment under long-term lease agreements. The leases consist of operating leases expiring in various years through 2030, as well as standard operating leases for railcars, vehicles, and

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office space. As of September 30, 2025 and December 31, 2024, the future minimum lease payments required under these leases totaled $2.0 million and $2.3 million, with $1.0 million and $1.0 million payable within 12 months, respectively.

Off-Balance Sheet Arrangements

US Salt does not maintain any off-balance sheet financing or unconsolidated special purpose entities.

Critical Accounting Policies and Estimates

US Salt prepared the consolidated financial statements in conformity with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the reporting date and the reported amounts of revenue and expenses during the reporting period. Actual results may vary from these estimates. Significant accounting policies are described in Note 2 to the consolidated financial statements. The policies below require significant judgment or estimate by management.

Revenue Recognition

US Salt’s revenue is primarily generated from the sale of salt products to customers including nationwide retailers, pharmaceutical companies, food service operators, and independent distributors. Those sales predominantly contain a single performance obligation and revenue is recognized at a point in time when ownership, risks and rewards transfer, which can be on the date when the product is shipped or delivered to the customer based upon applicable shipping terms. Revenue is reported as net revenue and is measured as the determinable transaction price, net of any variable consideration such as discounts, rebates, sales incentives, rights to return product and any taxes collected from customers and remitted to government authorities. US Salt uses the most likely amount method to determine the variable consideration including discounts, rebates, and sales returns and allowances, which is treated as a reduction in revenue when product revenue is recognized. US Salt reviews and update the estimates and related accruals of variable consideration at the end of each reporting period based on the terms of the agreements, historical experience, and any recent changes in the market. The actual amounts paid may be different from such estimates. These differences, which have historically not been significant, are recognized as a change in management estimate in a subsequent period.

Inventories

US Salt’s inventories include salt inventories, packaging, supplies, and maintenance materials, which are valued at the lower of cost or net realizable value using a first-in, first out method. Management monitors inventory levels and adjusts valuation for slow-moving, shrinkage, obsolescence, and markdowns. US Salt accounts for slow-moving or obsolete inventory with a reserve that is established based on management’s estimates of the net realizable value of the related products at the end of each reporting period.

Recent Accounting Pronouncements

Income Taxes

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require US Salt to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require US Salt to disaggregate its income taxes paid disclosures by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 is effective for US Salt’s annual periods beginning after December 15, 2024. US Salt will adopt ASU 2023-09 in its consolidated financial statements as of and for the year ending December 31, 2025 using a prospective transition method, if applicable.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) and in January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the effective date of ASU 2024-03. ASU 2024-03 will require US Salt to disclose the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization, as applicable, included in certain expense captions in the Consolidated Statements of Operations, as well as qualitatively describe remaining

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amounts included in those captions. ASU 2024-03 will also require US Salt to disclose both the amount and its definition of selling expenses. ASU 2024-03 is effective for US Salt’s annual periods beginning after December 15, 2026. US Salt will adopt ASU 2024-03 in its consolidated financial statements as of and for the year ending December 31, 2027 using a prospective transition method.

Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Borrowings under the Ares Credit Agreement bear interest at variable rates. US Salt monitors market conditions and may consider hedging strategies in the future. Sensitivity analysis indicates that a 100-basis-point change in rates would not have a material effect on annual interest expense.

Energy and Commodity Risk

Natural gas represents the largest variable input. US Salt’s fixed-price supply contract with DTE runs through March 2026, mitigating near-term exposure. Management continues to evaluate renewal and hedging alternatives.

Foreign Currency Exchange Risk

Sales to Canada and Mexico account for less than 7% of total revenue. US Salt monitors cross-border exposures but does not engage in foreign currency hedging given immateriality.

Inflation and Labor Costs

Labor inflation remains a key focus area. US Salt anticipates manageable wage pressure in its next union negotiation cycle and continues to pursue offsetting productivity initiatives.

Internal Controls and Procedures

US Salt is not currently required to comply with the SEC’s rules implementing Section 404 of the Sarbanes-Oxley Act and is therefore not required to make a formal assessment of the effectiveness of its internal control over financial reporting for that purpose. Upon completion of the US Salt Acquisition, US Salt, as part of the Company, will be required to comply with the SEC’s rules implementing Section 302 of the Sarbanes-Oxley Act which requires us to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of its internal control over financial reporting. This assessment will need to include disclosure of any material weaknesses identified by its management in its internal control over financial reporting.

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements would not be prevented or detected on a timely basis.

In fiscal year 2023, US Salt identified a material weakness in its internal control over financial reporting resulting from its lack of a formalized internal control framework in accordance with COSO, which relates to (a) an insufficient complement of personnel with an appropriate degree of internal controls knowledge, which caused management to be unable to appropriately define responsibilities to create an effective control environment; (b) the lack of a formalized risk assessment process; and (c) selection and development of control activities, including over information technology.

US Salt’s management has concluded that these material weaknesses in its internal control over financial reporting are due to the fact that it was a private company with limited resources and did not have the necessary business processes and related internal controls formally designed and implemented coupled with the appropriate resources with the appropriate level of experience and technical expertise to oversee its business processes and controls.

With the help of external consultants, US Salt is currently in the process of implementing measures and taking steps to address the underlying causes of the material weakness and the control deficiencies. US Salt’s efforts include adopting the COSO framework, developing and implementing control activities, and assessing the effectiveness of internal controls over financial reporting. US Salt intends to implement additional measures, which may include review and enhancement of processes and controls; review and enhancement of IT general controls over information systems relevant to financial reporting; and realignment of existing personnel and the addition of both internal and external personnel to strengthen processes and controls including management’s review and documentation over internal control over financial reporting.

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US Salt will continue implementing the above measures. However, it cannot be certain that the steps it is taking will be sufficient to remediate the control deficiencies that led to the material weakness in internal control over financial reporting or prevent future material weaknesses or control deficiencies from occurring. In addition, US Salt cannot be certain that it has identified all material weaknesses and control deficiencies in its internal control over financial reporting or that in the future it will not have additional material weaknesses or control deficiencies in its internal control over financial reporting.

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Exhibit 99.3

MANAGEMENT

ContextLogic Holdings Inc.

For a discussion of ContextLogic’s management, please refer to the “Directors, Executive Officers and Corporate Governance” section of our Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 17, 2025, our Current Reports on Form 8-K filed with the SEC on June 25, 2025, August 7, 2025 and December 10, 2025, each of which are incorporated by reference. See “Where You Can Find More Information” and “Information Incorporated By Reference.”

Conflicts of Interest

Certain of our officers and directors have fiduciary and contractual duties to BC Partners and Abrams Capital and their affiliates. As a result, certain of our officers and directors will have a duty to communicate or offer business, strategic or investment opportunities to certain BC Partners or Abrams Capital funds and other entities and will have no duty to offer such opportunities to ContextLogic, unless such officers and directors were offered such opportunities in their capacity as officers and/or directors of ContextLogic. As a result, BC Partners and Abrams Capital or any of their affiliates may compete with us for opportunities in the same industries and sectors in which we may operate or pursue strategic initiatives. If any of them decide to pursue any such opportunity, we may be precluded from procuring such opportunities.

In addition, investment ideas and opportunities generated within BC Partners or Abrams Capital or any of their affiliates, including by Mark Ward, who is our President and also an employee of BC Partners, may be suitable for both us and for BC Partners or Abrams Capital any of their affiliates, and may be directed initially to BC Partners or Abrams Capital rather than to us. None of our officers and directors, BC Partners or Abrams Capital or any of their affiliates, or members of our management team who are also employed by BC Partners or Abrams Capital or any of their affiliates, have any obligation to present us with any opportunity of which they become aware unless it is offered to them solely in their capacity as our director or officer and after they have satisfied their contractual and fiduciary obligations to other parties, including BC Partners and Abrams Capital. BC Partners or Abrams Capital may offer investment opportunities that fit within the investment program of a BC Partners or Abrams Capital fund to such fund before offering it to us, and may choose to allocate all or part of any such opportunity to any BC Partners or Abrams Capital affiliate or any business in which a BC Partners or Abrams Capital affiliate has invested instead of offering such opportunity to us.

The potential conflicts described above may limit our ability to enter into a business combination or other transactions or pursue strategic initiatives. BC Partners, Abrams Capital and their affiliates engage, and in the future will engage, in a broad spectrum of activities, including direct investment activities and investment advisory activities, and have extensive investment activities (including principal investments by BC Partners or Abrams Capital affiliates), on behalf of both persons or entities to which they provide investment advice and on a principal basis, that are independent from, and may from time to time conflict or compete with, our activities. These circumstances could give rise to numerous situations where interests may conflict. There can be no assurance that these or other conflicts of interest with the potential for adverse effects on us and our investors will not arise.

In particular, Mr. Ward, our President, continues to be employed by BC Partners, and therefore owes contractual and fiduciary duties to BC Partners. We anticipate that opportunities or matters that arise within BC Partners or are presented to Mr. Ward in his capacity as an employee of BC Partners, and that fall within BC Partners’ investment strategy, will be directed to BC Partners and not to us. If BC Partners or any of its affiliates decides to pursue any such opportunity, including opportunities that the company might otherwise have had the ability or desire to pursue, it is acknowledged that the company may be precluded from pursuing the same. The company renounces any interest or expectancy in, or in being offered an opportunity to participate in, any such opportunity. The Board approved a renunciation of corporate opportunities for the benefit of the directors and officers affiliated with BC Partners and Abrams Capital, to the fullest extent permitted pursuant to Delaware General Corporation Law Section 122(17).

While we and any other companies or investment vehicles that BC Partners or Abrams Capital may sponsor may share certain information or administrative functions provided by BC Partners or Abrams Capital, our management team that will be involved in sourcing and evaluating potential strategic opportunities for us may differ from the individuals who participate in such activities for BC Partners or Abrams Capital or any of their affiliates. We anticipate that any potential opportunities that are sourced by our management team solely in their capacity as officers or directors of the company

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will be first offered to the company before being offered to BC Partners or Abrams Capital or their affiliates, and that any opportunities sourced within BC Partners or Abrams Capital will be first offered to BC Partners or Abrams Capital or their affiliates before being offered to us; however, our officers and directors do not have such obligation to offer any opportunities first to the company.

We do not believe that any potential conflicts with BC Partners or Abrams Capital or their affiliates would materially affect our ability to pursue and complete our business strategy. While we expect that BC Partners and Abrams Capital will have priority over us with respect to opportunities that fall within their investment strategies, BC Partners, Abrams Capital and our management team have significant experience in identifying and executing multiple investment opportunities simultaneously, and we are not limited by industry or geography with respect to the investment opportunities we can pursue. It is also possible that we will enter into exclusivity with respect to a transaction that is not ultimately consummated, and that during the applicable exclusivity period attractive opportunities will be offered to and accepted by BC Partners or Abrams Capital or their affiliates.

US Salt

The following represent the present positions of each of the following management team members of US Salt. We envision that following our consummation of the US Salt Acquisition, each of the following US Salt management team members will continue to serve US Salt in the same positions.

David Sugarman, Chief Executive Officer, joined US Salt as Chief Executive Officer (CEO) in June 2023. Mr. Sugarman has more than 25 years of experience creating value for shareholders in the consumer-packaged goods sector. Prior to joining US Salt, Mr. Sugarman served as President of Quten Research Institute, a nutritional supplement company, from 2021 to 2022. Previously, Mr. Sugarman served as Chief Executive Officer of Olde Thompson from 2020 to 2021 and as Chief Executive Officer of Gel Spice from 2019 to 2020. During his tenure at Olde Thompson, he led the company through its sale to Olam International Earlier in his career, Mr. Sugarman served as Chief Executive Officer of the Manischewitz Company, Allan Candy and Billy Bee Honey Products Limited, where he led each company through a successful sale to a strategic acquirer, and he previously led the Canadian operations of Sabra Hummus and co-founded Succession Capital Corporation, a private equity firm. Mr. Sugarman holds a Master of Business Administration from the Schulich School of Business and a Bachelor of Science from the University of Toronto and is a Chartered Financial Analyst charterholder. He has been recognized as one of Canada’s Top 40 Under 40 and is an active member of the Young Presidents’ Organization.

Jason Blaseg, Chief Financial Officer, joined US Salt as Chief Financial Officer (CFO) in October 2022. Mr. Blaseg has more than 20 years of financial leadership experience in private-equity-backed and industrial manufacturing companies. Mr. Blaseg is responsible for all aspects of the Company’s financial management, including accounting, reporting, tax, treasury, internal controls, financial planning and analysis, and risk management. Prior to joining US Salt, Mr. Blaseg spent nearly a decade at Novolex, serving in roles of increasing responsibility, most recently as Vice President of Finance from 2021 to 2022 and as Director of Finance from 2018 to 2021. Mr. Blaseg holds a Bachelor of Science in Accounting from Bowling Green State University.

Travis McNamara, Vice President of Strategy, joined US Salt as Chief of Staff in June 2022 and assumed his current position in January 2024. Mr. McNamara has more than 10 years of experience directing corporate strategy and driving operational improvements across industrial and consumer businesses. Mr. McNamara is responsible for developing US Salt’s long-term growth strategy and leading cross-functional value creation initiatives. Prior to joining US Salt, Mr. McNamara was a management consultant at L.E.K. Consulting LLC from 2019 to 2022, where he served as an Engagement Manager from 2021 to 2022, a Senior Consultant from 2020 to 2021, and a Consultant from 2019 to 2020. Earlier in his career, Mr. McNamara served as an Associate at Morgan Stanley & Co. LLC. Mr. McNamara holds a Master of Business Administration from Duke University’s Fuqua School of Business, where he was recognized as a Fuqua Scholar, and a Bachelor of Arts in History from Princeton University.

Bob Jordan, Vice President of Sales, joined US Salt as Vice President of Sales in August 2021. Mr. Jordan has more than 20 years of experience in retail and commercial sales, with a focus on customer growth and new item development. In his current role, he is responsible for managing US Salt’s sales organization and customer relationships across key channels. Prior to joining US Salt, Mr. Jordan served as a National Account Manager at Cargill, Inc. from 2008 to 2021. Mr. Jordan holds a Bachelor of Science degree from SUNY Farmingdale.

Drew Farren, Vice President of Human Resources, joined US Salt as Vice President of Human Resources in November 2021. Mr. Farren has more than 20 years of human resources leadership experience in corporate and

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manufacturing settings. Prior to joining US Salt, Mr. Farren served as Senior HR Business Partner at Siemens Energy from 2016 to 2021 and Head of Human Resources for North America at CAF USA from 2011 to 2016. Mr. Farren holds a Bachelor of Science from Regents College and a Master of Business Administration in Global Business Management from the University of Phoenix.

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Exhibit 99.4

INDEX TO US SALT FINANCIAL STATEMENTS

US Salt Holdings, LLC and Subsidiaries
Audited Consolidated Financial<br> Statements
Independent Auditor’s Report F-2
Consolidated Balance Sheets as of December 31, 2024<br> and 2023 F-4
Consolidated Statements of Operations as of<br> December 31, 2024 and 2023 F-5
Consolidated Statements of Changes in Member’s Equity<br> as of December 31, 2024 and 2023 F-6
Consolidated Statements of Cash Flows as of<br> December 31, 2024 and 2023 F-7
Notes to Consolidated Financial Statements F-8
Condensed Consolidated<br> Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of<br> September 30, 2025 and December 31, 2024 F-26
Condensed Consolidated Statements of Operations for<br> the nine months ended September 30, 2025<br><br> <br>and 2024 F-27
Condensed Consolidated<br> Statements of Changes in Member’s Equity for the nine months ended September 30, 2025 and 2024 F-28
Condensed Consolidated<br> Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 F-29
Notes to Condensed Consolidated Financial Statements F-30

F-1

US SALT HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors and Members of US Salt Parent Holdings, LLC and Subsidiaries

Opinion

We have audited the consolidated financial statements of US Salt Holdings, LLC and Subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in member’s equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

• Exercise professional judgment and maintain professional skepticism throughout the audit.
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design<br> and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
--- ---
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in<br> the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.
--- ---

F-2

• Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by<br> management, as well as evaluate the overall presentation of the financial statements.
• Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt<br> about the Company’s ability to continue as a going concern for a reasonable period of time.
--- ---

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ Deloitte & Touche LLP

December 23, 2025

F-3

US SALT HOLDINGS, LLC AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2024 and 2023

2024 2023
ASSETS
Current Assets
Cash and cash equivalents $7,362,031 $10,702,575
Accounts receivable, net 13,514,707 13,363,297
Inventories 8,867,043 7,726,697
Prepaid expenses 1,068,828 1,281,500
Total Current Assets 30,812,609 33,074,069
Non-current Assets
Plant, property and equipment, net, 328,060,441 326,799,398
Goodwill 28,120,191 28,120,191
Intangibles, net 18,443,349 20,111,164
Operating lease right-of-use assets 1,608,264 1,064,591
Finance lease right-of-use assets 405,863 498,171
Other inventories 4,783,497 4,784,473
Total Non-current Assets 381,421,605 381,377,988
Total Assets $412,234,214 $414,452,057
LIABILITIES AND MEMBER’S EQUITY
Current Liabilities
Accounts payable $9,129,593 $8,142,311
Accrued liabilities 5,153,817 5,735,853
Current maturities of long-term debt 2,320,000 2,320,000
Current portion of operating lease liability 709,098 507,093
Current portion of finance lease liability 76,982 72,639
Total Current liabilities 17,389,490 16,777,896
Non-current Liabilities
Long-term debt, net of current maturities 215,776,672 222,281,823
Long-term portion of operating lease liability 897,997 569,313
Long-term portion of finance lease liability 343,350 420,331
Asset retirement obligations 751,834 549,171
Total Liabilities 235,159,343 240,598,534
Member’s Equity
Member’s units, 100 units issued and outstanding 185,446,903 187,252,081
Accumulated deficit (8,372,032) (13,398,558)
Total Member’s Equity 177,074,871 173,853,523
Total Liabilities and Member’s Equity $412,234,214 $414,452,057

See Notes to Consolidated Financial Statements

F-4

US SALT HOLDINGS, LLC AND SUBSIDIARIES

Consolidated Statements of Operations

December 31, 2024 and 2023

2024 2023
Revenue $123,088,183 $111,057,828
Cost of Revenue 79,912,121 73,495,864
Gross Profit 43,176,062 37,561,964
Selling, general and administrative expenses 13,348,529 12,273,350
Loss due to casualty — 1,160,452
Loss on disposal of plant, property and equipment 255,678 383,435
Operating Income 29,571,855 23,744,727
Other Expenses
Interest expense (24,413,242) (25,670,607)
Foreign currency loss (132,087) (105,620)
Net Income (Loss) $5,026,526 $(2,031,500)
Weighted average member units outstanding 100 100
Earnings (loss) per unit (basic and diluted) $50,265.26 $(20,315.00)

See Notes to Consolidated Financial Statements

F-5

US SALT HOLDINGS, LLC AND SUBSIDIARIES

Consolidated Statements of Changes in Member’s Equity

December 31, 2024 and 2023

Member Units Accumulated<br><br> <br>Deficit Total Member’s<br><br> <br>Equity
Units Amount
Balance, January 1, 2023 100 $186,972,804 $(11,367,058) $175,605,746
Member’s contributions — 279,277 — 279,277
Net loss — — (2,031,500) (2,031,500)
Balances, December 31, 2023 100 187,252,081 (13,398,558) 173,853,523
Member’s contributions — 7,813,588 — 7,813,588
Member’s distributions — (9,618,766) — (9,618,766)
Net income — — 5,026,526 5,026,526
Balances, December 31, 2024 100 $185,446,903 $(8,372,032) $177,074,871

See Notes to Consolidated Financial Statements

F-6

US SALT HOLDINGS, LLC AND SUBSIDIARIES

Consolidated Statements of Cash Flows

December 31, 2024 and 2023

2024 2023
Cash Flow from Operating Activities
Net income (loss) $5,026,526 $(2,031,500)
Adjustments to reconcile net income (loss) to net cash from
operating activities:
Depreciation, depletion, and amortization 13,545,094 11,278,224
Loss due to casualty 816,902 1,160,452
Gain from insurance recovery (816,902) —
Amortization of debt issuance cost 814,849 912,932
Bad debt expense 234,359 75,173
Unit-based compensation expense 548,602 279,277
Loss on disposals 255,678 383,435
Non-cash lease expense 699,702 698,404
Amortization of finance right-of-use assets 92,308 32,207
Interest on finance leases 48,857 16,694
Accretion of asset retirement obligation 78,479 96,252
Changes in operating assets and liabilities:
Accounts receivable (385,769) (2,504,905)
Inventory (1,140,346) 871,370
Prepaid expenses 212,672 (264,308)
Other inventories 976 (520,444)
Accounts payable 1,104,959 3,375,686
Operating lease liabilities (712,686) (701,545)
Accrued liabilities (582,036) 2,377,017
Net Cash Provided by Operating Activities 19,842,224 15,534,421
Cash Flow from Investing Activities
Purchases of plant, property, and equipment (13,387,493) (9,335,678)
Net cash Used in Investing activities (13,387,493) (9,335,678)
Cash Flow from Financing Activities
Repayment of principal on term loan (7,320,000) (2,320,000)
Repayment of principal of finance leases obligations (121,495) (48,901)
Member’s contributions 7,264,986 —
Member’s distributions (9,618,766) —
Net Cash Used in Financing Activities (9,795,275) (2,368,901)
Net Change in Cash and Cash Equivalents (3,340,544) 3,829,842
Cash and Cash Equivalents, Begin of Year 10,702,575 6,872,733
Cash and Cash Equivalents, End of Year 7,362,031 10,702,575
Supplemental cash flow information
Cash paid for interest $​24,158,783 $24,818,556
Supplemental non-cash investing and financing<br> information:
Noncash contribution of US Salt Parent Holdings, LLC<br> related to unit-based compensation expense $548,602 $279,277
Plant, property and equipment in accounts payable $(117,677) $892,304
Additions and changes in asset retirement obligations $​(124,184) $​237,658

See Notes to Consolidated Financial Statements

F-7

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

Note 1. Nature of operations and basis of presentation

Nature of Business – On July 19, 2021, US Salt Holdings, LLC was formed and incorporated in Delaware and purchased 100% of the outstanding membership interest in US Salt Investors, LLC, which owns 100% of US Salt, LLC. Emerald Lake Capital LP (“Emerald Lake”) together with Emerald Lake Pearl Acquisition, LP, Emerald Lake Pearl Acquisition-A, LP, and Emerald Lake Pearl Holding LLC indirectly purchased approximately 99.5% of the Class A incentive units of US Salt Parent Holdings, LLC (“Parent Holdings”) from EL US Salt Aggregator, LP (“Aggregator”). Parent Holdings and Aggregator own 99% and 1% (collectively “Emerald Lake Investment”), respectively, of US Salt Intermediate Holdings, LLC (“Intermediate Holdings”), which owns 100% of US Salt Holdings, LLC.

US Salt Holdings, LLC and its subsidiaries (“US Salt,” the “Company,” “we,” “us,” “our”) operates a single solution mining facility located in Watkins Glen, New York. The Company mines, processes, packages and sells a range of evaporated salt products used for food and food processing, pharmaceutical, water softening and industrial applications mainly in the U.S. and Canada, and other countries in North America. The Company’s primary products include round cans of salt, packaged pellets, packaged granulated salt, and medical grade salt. The Company’s customers primarily include national retail chains, pharmaceutical companies, food service operators, and independent distributors.

Basis of Presentation – The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying consolidated financial statements include the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Note 2. Significant accounting policies

The following is a summary of the significant accounting policies and principles used in the preparation of the consolidated financial statements:

Use of Estimates

The preparation of our consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as contingent assets and liabilities, as of the date of the consolidated financial statements and the reported amounts of revenue and expenses for the reporting periods then ended. Actual results could vary from the estimates and assumptions that were used. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates and assumptions will be reflected in the consolidated financial statements in future periods.

Significant estimates embedded in the consolidated financial statements include, but not limited to, revenue recognition, impairment analysis of goodwill, depletion of salt reserves, and impairment of long-lived assets and finite-lived intangible assets.

Revenue Recognition

Nature of Revenue Source – The Company manufactures and sells a range of branded and private label evaporated salt products to nationwide retailers, pharmaceutical companies, foodservice operators, and independent distributors. When the Company enters into a sale arrangement with a customer, it believes it is probable that it will collect substantially all the consideration to which it will be entitled in exchange for the goods that will be transferred to the customer. The Company’s customer contracts identify the product, quantity, price, payment terms, and final delivery terms. Payment terms sometimes include early-pay discounts. Although some payment terms may be extended, no terms beyond one year are granted at contract inception.

F-8

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

The Company determines revenue recognition through the following steps:

• Identification of the contract, or contracts, with a customer
• Identification of the performance obligations in the contract
--- ---
• Determination of the transaction price
--- ---
• Allocation of the transaction price to the performance obligations in the contract
--- ---
• Recognition of revenue when, or as, the Company satisfies a performance obligation.
--- ---

Revenue Recognition – Revenue is recognized at the point in time when control is transferred to the customer. In general, control transfers to a customer when the product is shipped or delivered to the customer based upon applicable shipping terms, as the customer can direct the use and obtain substantially all the remaining benefits from the product at this point in time. The Company’s revenue is reported as net revenue and is measured as the determinable transaction price, net of any variable consideration such as discounts, sales incentives, rights to return product, and any taxes collected from customers and remitted to governmental authorities.

Performance Obligations – A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue

      from Contracts with Customers. The contract’s transaction price is allocated to the performance obligations and recognized as revenue when the performance obligations are satisfied. Substantially all our
        contracts are of a short-term nature and contain a single performance obligation. Shipping and handling costs associated with outbound freight, including shipping and handling costs after control over a product is transferred to a customer are
        accounted for as a fulfillment cost as incurred and are not considered to be a separate performance obligation. Shipping and handling costs recorded as a component of cost of revenues were approximately $9.6 million and $9.7 million for the
        years ended December 31, 2024 and 2023, respectively.

Contract Estimates – Most contracts include some form of variable consideration. The most common forms of variable consideration include discounts, rebates, and sales returns and allowances. Variable consideration is treated as a reduction in revenue when product revenue is recognized. The Company uses the most likely amount method to determine the variable consideration. The Company believes there will not be significant changes to estimates of variable consideration when any related uncertainties are resolved with customers. The Company reviews and updates its estimates and related accruals of variable consideration each reporting period based on the terms of the agreements, historical experience, and any recent changes in the market. Any uncertainties in the ultimate resolution of variable consideration due to factors outside of the Company’s influence are typically resolved within a short timeframe therefore not requiring any additional constraint on the variable consideration.

Approximately 99% of the Company’s revenue are generated from North America, and 93% of which is from domestic sales for the years ended December 31, 2024 and 2023. The Company offers customers limited right of return for its non-conforming products in the event of defects. Customer remedies may include either a cash refund or product exchange. Accordingly, the estimated right of return and related refund liability is recorded as a reduction in revenue. Return estimates are reviewed and updated in each reporting period based on historical sales and return experiences. Contract asset and liability balances as of December 31, 2024 and 2023 are immaterial.

Cost of Revenue

Cost of revenue reflects the costs to produce our products, which primarily consists of labor, employee benefits, materials, depreciation and depletion, shipping and handling, and overhead. Cost of revenue is capitalized in inventory and expensed when control is transferred to the customer.

Accounts Receivable, Net and Allowance for Expected Credit Losses

Accounts receivable, net of allowance are uncollateralized customer obligations billed under contract terms. Accounts receivables are stated at their net realizable value. The Company estimates an allowance for credit losses based upon the evaluation of several factors including related ages of past due receivables, customer type, customer credit worthiness, knowledge of a customer’s financial conditions, historical collection experience, current economic factors, and other

F-9

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

factors relevant to assessing the expected credit losses. The Company records uncollectible amounts against the allowance for credit losses once management determines the amount to be uncollectible.

Cash and Cash Equivalents

The Company considers cash on deposit and all highly liquid investments and securities with maturities of three months or less at the time of purchase to be considered cash equivalents. The Company maintains its cash and cash equivalents in accounts in various banks and financial institutions.

Concentration of Credit and Customer Risk

The Company’s financial instruments that are exposed to concentrations of credit risk consist of cash and accounts receivable.

Cash balances at various times during the year may exceed the amount insured by the Federal Deposit Insurance Corporation. The Company monitors the credit ratings of financial institutions where its cash deposits are held, and has not incurred any losses related to such deposits.

The Company can, at times, be subject to a concentration of credit risk with respect to outstanding accounts receivable. The Company’s customers are located throughout the United States through various channels including national retail chains, pharmaceutical companies, food service operators, and independent distributors. Although the Company generally grants credit without collateral, management believes that its contract acceptance, billing and collection policies are adequate to minimize material credit risk. The Company has one major customer which accounted for over 10 percent of accounts receivable as of December 31, 2024 and December 31, 2023. The company also has one major customer, which accounts for over 10% of revenue for the years ended December 31, 2024 and December 31, 2023.

Inventories and Other Inventories

Salt is reported as inventory at the point in time it is extracted from the brine well. Salt inventories, packaging, supplies, and maintenance materials are valued at the lower of cost or net realizable value, with cost determined on standard costing method. Substantially all costs associated with the production of finished goods, such as labor, supplies, equipment cost, inbound freight and overhead (including depletion of salt reserves), are captured as inventory costs.

Maintenance materials are expensed as consumed or capitalized into plant, property and equipment if it meets the criteria of a capital expenditure. Additionally, maintenance materials that are not expected to be used in the next twelve months from the balance sheet date are recorded as other inventories in the Consolidated Balance Sheets.

Management monitors inventory levels and adjusts valuation for slow-moving, shrinkage, obsolescence, and markdowns. The Company accounts for slow-moving or obsolete inventory that is established based on management’s estimates of the net realizable value of the related products at the end of each reporting period.

Plant, Property and Equipment, Net

Property and equipment is stated at cost less accumulated depreciation and depletion. Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are charged to expense. When depreciable properties are retired or sold, the cost and related accumulated depreciation is eliminated from the accounts and any resulting gain or loss is reflected in the Company’s Consolidated Statements of Operations. Depreciation is provided using the straight- line method, based on the useful lives of assets which range from three to twenty years.

Plant, property and equipment also includes salt reserves, which consist of brine fields and underground salt bed owned by the Company. Salt reserves are depleted on a units-of-production basis based on the estimated annual consumption as extraction of reserves takes place.

F-10

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

The following table summarizes the estimated useful lives of the Company’s different classes of plant, property and equipment:

Years
Buildings and improvements 10 - 20
Machinery and equipment 3 -14

Construction in Process (CIP) represents the accumulated costs of construction and development for assets that are not yet completed and ready for their intended use. CIP is recorded as plant, property and equipment in the consolidated financial statements and is not depreciated until the asset is placed into service. Borrowing costs are recognized, as an expense, in the period in which they are incurred, except to the extent that they are capitalized. Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of that asset when it is probable that they will result in future economic benefits to the entity and that the costs can be measured reliably. The Company capitalized interest cost of $0.2 million and $0.1 million for the years ended December 31, 2024 and 2023, respectively. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in profit or loss.

Leases

The Company determines if an arrangement is a lease at its inception. In certain of the Company’s lease arrangements, judgment is required in determining if a contract contains a lease. For these arrangements, there is judgment in evaluating if the arrangement involves an identified asset that is physically distinct or whether the Company has the right to substantially all of the capacity of an identified asset that is not physically distinct. In arrangements that involve an identified asset, there is also judgment in evaluating if the Company has the right to direct the use of that asset.

The Company determines whether an arrangement is or contains a lease, its classification, and its term at the lease commencement date. The Company leases office space, warehouses, and equipment under non-cancelable operating and finance leases. A lease is classified as a finance lease if it transfers ownership, includes a purchase option reasonably certain to be exercised, covers a major portion of the asset’s economic life, has payments that approximate substantially all of the asset’s fair value, or involves an asset of specialized nature. Leases with a term greater than one year will be recognized on the Consolidated Balance Sheets as right-of-use (ROU) assets, current lease liabilities, and if applicable, long-term lease liabilities. The Company includes renewal options to extend the lease term where it is reasonably certain that it will exercise these options. Lease liabilities and the corresponding ROU assets are recorded based on the present values of lease payments over the lease term. The interest rate implicit in the Company’s leases are not readily determinable. As such, the Company uses its incremental borrowing rate as the discount rate, which approximates the interest rate at which the Company could borrow on a collateralized basis with similar terms and payments and in similar economic environments. The Company’s leases have remaining terms ranging from 2 to 6 years, with some of those leases including options that grant the Company the ability to renew or extend the lease term. When determining the lease term, the Company does not include periods covered by the renewal options unless they are reasonably certain to exercise such renewal options.

Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company accounts for lease and non-lease components, principally common area maintenance for its facilities leases, as a single lease component for its facilities leases. Variable lease costs represent additional expenses incurred by the Company that are not included in the lease payment. Variable lease costs include maintenance charges, taxes, insurance, and other similar costs, and are recorded within cost of revenue and selling, general and administrative expense on the Consolidated Statements of Operations for the years ended December 31, 2024 and 2023.

Debt Issuance Costs

Debt issuance costs are amortized using the effective interest method over the term of the related borrowing agreement and the amortization is included in interest expense within the Consolidated Statements of Operations. The unamortized portion of deferred financing fees associated with long-term borrowings are shown netted against the Company’s outstanding long-term debt.

F-11

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

Environmental Cost

Environmental costs, other than those of a capital nature, are accrued at the time when exposure becomes known, and costs can be reasonably estimated. Costs are accrued based upon management’s estimates of all direct costs. Amounts accrued for environmental matters were not material as of December 31, 2024 and 2023.

Asset Retirement Obligations

Legal obligations associated with the retirement of long-lived assets are reflected at their estimated fair value, with a corresponding charge to cost of goods sold, at the time they are incurred. Asset retirement obligations (ARO) primarily consist of spending estimates related to capping brine wells and support facilities in accordance with federal and state reclamation laws as defined by each mining permit. The Company estimates and records the fair value of a liability for an asset retirement obligation in the period in which it is incurred and a corresponding increase in the carrying amount of the related long- lived asset. The liability is accreted to its present value each period and the capitalized cost is amortized using the units-of-production method over estimated recoverable reserves upon commencement of salt extraction. The amortized cost is included in the cost of revenue in the Consolidated Statements of Operations.

Finite-lived Intangible Assets and Long-lived Assets

Finite-lived intangible assets acquired by the Company are initially recorded at fair value and amortized using the straight-line method to distribute the initial value of the assets over the estimated useful lives, which management has determined to be fifteen years.

The Company reviews long-lived assets including right-of-use assets and finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the use and eventual disposition of the asset. If such assets are considered impaired, the impairment recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value.

There were no impairment indicators of long-lived assets or finite-lived intangibles for the years ended December 31, 2024 and 2023.

Goodwill

Goodwill consists of the excess cost of an acquired business over the fair market value of the underlying net assets. We review goodwill annually for impairment, or more frequently if impairment indicators arise. We do not amortize such assets.

The Company performs an annual impairment test as of October 1 of each year or more frequently if events or changes in circumstances indicate that the asset may be impaired. As our business is highly integrated and its components have similar economic characteristics, we have concluded we operate as one reporting unit at the entity level. We evaluate goodwill for potential impairment on an annual basis or when if indicators of impairment exist during the year. When we evaluate goodwill for potential impairment, generally, we first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. A qualitative assessment may include, but is not limited to, reviewing factors such as macroeconomic conditions, industry and market considerations, cost factors, financial performance and other entity or reporting unit specific events. If we determine qualitatively that it is more likely than not that the fair value of a reporting unit is less than its carrying value, or if we decide to bypass the qualitative assessment, we perform a quantitative analysis. The quantitative analysis is used to identify both the existence of impairment and the amount of impairment loss by comparing the estimated fair value of a reporting unit to its carrying value. The estimated fair value is based on forward-looking estimates of performance and cash flows of our reporting unit, which are based on historical operating results, adjusted for current and expected future market conditions, as well as various internal projections and external sources. If the carrying value of the reporting unit exceeds its estimated fair value, an impairment loss would be recognized in our Consolidated Statements of Operations in an amount equal to the excess of the carrying value over the estimated fair value, limited to the total amount of goodwill allocated to that reporting unit.

F-12

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

We performed our annual impairment analysis for the years ended December 31, 2024 and 2023 and did not identify any indicators of impairment.

Earnings per Unit

Basic and dilutive net income or loss per unit is calculated by dividing net income or loss available to unitholders by the weighted average member units outstanding for the respective period.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs amounted to $0.2 million and $0.1 million for the years ended December 31, 2024 and 2023, respectively, and are included within selling, general and administrative expenses in the Consolidated Statements of Operations.

Unit-based Compensation

As of December 31, 2024 and 2023, the Company participates in a unit-based employee compensation plan with Parent Holdings, which is described further in Note 14. The Company accounts for unit-based compensation by recording expenses using the fair value of the incentive unit awards at the time of grant. In estimating the fair value of the incentive units granted, the Company utilized the option pricing model (“OPM”), in the form of a single stochastic valuation process applying the Black-Scholes Pricing Model (“BSPM”), along with the Monte-Carlo simulation model (“MCSM”). The BSPM and MCSM provide the ability to analyze financial instruments within a complex capital structure and whose values derived from variable significant inputs and assumptions along with future financial outcomes upon future events such as change of control or capital raise (such as an IPO). The application of the valuation method involves inputs and assumptions that are judgmental and highly sensitive.

The Company recognizes expenses associated with such incentive unit awards over the service period when the grant is service based. The unit-based compensation expense for performance-based incentive units is recognized when management determines that it is probable that the performance criteria is met and if and only if participant has been continuously employed by or continuously providing services to the Company from the vesting start date through the date of which the performance criteria is met. The Company’s accounting policy is to recognize forfeitures as they occur. The Company may make cash payments on behalf of Parent Holdings to repurchase vested incentive units and forfeit the unvested incentive units due to termination or departure of an employee or member of the Board of Directors. Upon the repurchase, the Company records the repurchase price (which under the terms of the grant agreements will be at fair value) as member distribution, and the previously recognized compensation expenses for unvested incentive units are reversed.

Income Taxes

The Company is a limited liability company formed under state statutes and taxed for federal and state purposes as a pass-through entity. Therefore, Intermediate Holdings, the direct sole member of the Company, reports the Company’s taxable income or loss on the Intermediate Holdings’ respective tax return. Accordingly, no provision for income taxes has been made in the accompanying consolidated financial statements for federal and state income taxes.

The Company accounts for uncertain tax positions using a “more-likely-than-not” threshold. A tax benefit from an uncertain tax position is recognized if it is more-likely-than-not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position, or the statute of limitations concerning such issues lapses. The Company determined there were no uncertain tax provisions, interest or penalties as of December 31, 2024 and 2023. If there are any interest or penalties, they are expensed as incurred. The Company does not expect the total amount of unrecognized tax benefits to significantly change in the next 12 months.

Foreign Currency Transactions

Transactions in foreign currencies are translated into the functional currency (USD) using exchange rates prevailing at the dates of the transactions. Gains and losses on foreign currency transactions are recognized in Consolidated Statements of Operations.

F-13

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

Segment

The Company operates in one segment based upon the financial information used by its Chief Operating Decision Maker (“CODM”) in evaluating the financial performance of its business and allocating resources. The single segment represents the Company’s core business of selling salt products to its customers. See Note 18 Segment Information for further information on the Company’s reportable segment.

Recent Accounting Pronouncements

Accounting guidance recently adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires all public entities, including public entities with a single reportable segment, to provide, in interim and annual periods, one or more measures of segment profit or loss used by the chief operating decision maker to allocate resources and assess performance. Additionally, the standard requires disclosures of significant segment expenses and other segment items as well as incremental qualitative disclosures.

The Company adopted ASU 2023-07 effective December 31, 2024, on a retrospective basis. The adoption of 2023-07 did not change the way that the Company identifies its reportable segments and, as a result, did not have a material impact on the Company’s segment-related disclosures. Refer to Note 18 Segment Information for further information on the Company’s reportable segment.

Accounting guidance not yet adopted

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) and in January 2025, the FASB issued ASU No. 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the effective date of ASU 2024-03. ASU 2024-03 will require us to disclose the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization, as applicable, included in certain expense captions in the Consolidated Statements of Operations, as well as qualitatively describe remaining amounts included in those captions. ASU 2024-03 will also require us to disclose both the amount and the Company’s definition of selling expenses. ASU 2024-03 is effective for public business entities for annul periods beginning after December 15, 2026. We will adopt ASU 2024-03 in our consolidated financial statements as of and for the year ending December 31, 2027 using a prospective transition method.

In July 2025, the FASB issued ASU 2025-05, Financial

        Instruments - Credit Losses \(Topic 326\): Measurement of Credit Losses for Accounts Receivable and Contract Assets \(“ASU 2025-05”\). ASU 2025 amends the guidance in ASC 326 to simplify the estimation of credit losses on current accounts
      receivable and current contract assets arising from transactions accounted for under ASC 606. The amendments allow all entities to elect a practical expedient to assume that the current conditions as of the balance sheet date will remain
      unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on these assets. Entities are required to disclose their practical expedient and accounting policy
      elections. The amendments are effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years. We will adopt ASU 2025-5 in our consolidated financial statements as of and for the year ending
      December 31, 2026. We do not anticipate significant impact in adopting this standard.

The Company continues to monitor new accounting pronouncements issued by the FASB and does not believe any accounting pronouncements issued through the date of this report will have a material impact on the Company’s consolidated financial statements.

F-14

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

Note 3. Accounts receivable

Accounts receivable, net of allowance for expected credit losses, is as follows:

December 31,
2024 2023
Accounts receivables $13,927,099 $13,541,329
Less: allowance for expected credit losses (412,392) (178,032)
Total $13,514,707 $13,363,297

Note 4. Inventories

Inventories are as follows:

December 31,
2024 2023
Finished goods $2,447,002 $1,648,828
Packaging and supplies 3,934,524 4,067,575
Maintenance materials 2,485,517 2,010,294
Total $8,867,043 $7,726,697

Maintenance materials exclude certain materials of $4.8 million as of December 31, 2024 and 2023, respectively, that are not expected to be consumed within the next twelve months. These amounts are classified under other inventories in the Consolidated Balance Sheets. Finished goods are shown at net realizable amount which includes write downs for obsolescence of $0.2 million as of December 31, 2024 and 2023.

In September 2024, the Company incurred loss due to fire in one of its leased warehouses. As a result of the incident, the Company wrote off approximately $0.8 million of inventory, which was fully recovered from the insurance.

In July 2023, the Company’s production facility and warehouse were flooded. Due to the flood, the Company incurred a total of $1.2 million loss, which includes write-off of approximately $23 thousand of net equipment, $0.6 million of inventory and $0.6 million cost of repair. The loss is reported as “Loss due to casualty” in the Consolidated Statements of Operations for the year ended December 31, 2023.

Note 5. Prepaid expenses

Prepaid expenses are as follows:

December 31,
2024 2023
Prepaid insurance $751,562 $787,775
Prepaid real estate taxes 57,526 65,420
Prepaid health benefits 31,233 31,233
Other prepaid expenses 228,507 397,072
Total $1,068,828 $1,281,500

F-15

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

Note 6. Plant, property and equipment, net

Plant, property and equipment, net are as follows:

December 31,
2024 2023
Land $2,000,900 $2,000,900
Buildings and improvements 18,212,581 16,393,990
Machinery and equipment 58,826,588 47,145,358
Salt reserves 275,302,068 275,177,884
Construction in process 7,948,034 8,439,261
362,290,171 349,157,393
Accumulated depreciation and depletion (34,229,730) (22,357,995)
$328,060,441 $326,799,398

Depreciation and depletion expense are included in the following financial statement line items in the Consolidated Statements of Operations:

December 31,
2024 2023
Cost of revenue $11,690,002 $9,457,020
Selling, general and administrative expense 187,277 153,389
Total $11,877,279 $9,610,409

The Company recognized a loss from disposal of $0.3 million and $0.4 million on the Consolidated Statements of Operations for the years ended December 2024 and 2023, respectively.

Note 7. Goodwill and Intangible assets

Goodwill

Goodwill as of December 31, 2024 and 2023 amounted to $28.1 million for both years. There was no impairment of goodwill for the years ended December 31, 2024 and 2023.

Intangible Assets

Intangible assets and related accumulated amortization which are included in intangible assets, net in the Consolidated Balance Sheets are as follows:

December 31, 2024
Gross<br><br> <br>Carrying<br><br> <br>Amount Accumulated<br><br> <br>Amortization Amount
Tradename $21,800,000 $(5,219,318) $16,580,682
Customer relationships 2,400,000 (537,333) 1,862,667
$24,200,000 $(5,756,651) $18,443,349
December 31, 2023
--- --- --- ---
Gross<br><br> <br>Carrying<br><br> <br>Amount Accumulated<br><br> <br>Amortization Amount
Tradename $21,800,000 $(3,707,179) $18,092,821
Customer relationships 2,400,000 (381,657) 2,018,343
$24,200,000 $(4,088,836) $20,111,164

F-16

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

Amortization expense of the finite-lived intangible assets for the years ended December 31, 2024 and 2023 was $1.7 million, and is included in selling, general and administrative expenses in the Consolidated Statements of Operations. The estimated net amortization expense for the finite-lived intangible assets for the next five years is $1.7 million per year, and $9.9 million thereafter. The remaining useful lives for the intangible assets is 11 years.

Note 8. Accrued liabilities

Accrued liabilities consisted of the following:

December 31,
2024 2023
Accrued payroll, bonus and employee benefits $3,816,973 $3,695,360
Insurance accruals 484,107 522,711
Other accruals 852,737 1,517,782
Total $5,153,817 $5,735,853

Note 9. Asset retirement obligations

The following summarizes the changes in the asset retirement obligation during the period:

Year ended December 31,
2024 2023
Asset retirement obligation, beginning of year $549,171 $690,577
Liabilities incurred 124,184 —
Changes in estimated obligations — (237,658)
Accretion of expense 78,479 96,252
Asset retirement obligation, end of year $751,834 $549,171

In connection with certain contracts, the Company is required to hold surety bonds. These bonds are supported by a general agreement of indemnity in favor of the sureties. As of December 31, 2024 and 2023, the Company had surety bonds outstanding with an aggregate stated amount of $1.1 million. The bonds relate primarily to the salt well plugging projects and generally expire and are renewed annually.

The Company’s estimated abandonment costs related to plugging and abandonment of injection wells under these surety bonds are reported as part of asset retirement obligation in the Consolidated Balance Sheets. As of December 31, 2024 and 2023, management has not identified any defaults, and no accrual related to these bonds has been recorded. Bond premiums paid are recorded as prepaid expenses and amortized over the period of benefit.

Note 10. Long-term debt

Long-term debt consists of the following:

December 31,
2024 2023
Term loan $ 220,040,000 $ 227,360,000
Unamortized debt issuance (1,943,328) (2,758,177)
Current portion (2,320,000) (2,320,000)
Long-term portion $<br> 215,776,672 $<br> 222,281,823

In July 2021, the Company entered into a credit agreement with Ares Capital Corporation, as the administrative agent, and other parties thereto. The credit agreement consists of a $232 million term loan, and up to $25 million of revolving line of credit.

F-17

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

Interest rate for the term loan and revolving line of credit as of December 31, 2024 was 10%, which was SOFR plus 5.40%. Interest rate for the term loan and revolving line of credit as of December 31, 2023 was 11.04%, which was SOFR plus 5.65%. Interest rate for the revolving line of credit is the greater of 4.50% plus prime rate, NYFRB (New York Federal Reserve Bank) rate plus 5.00% or SOFR (subject to .75% floor) plus 5.50%-5.65%.

The term loan requires quarterly principal payments of $580 thousand commencing on March 31, 2022 through maturity date of July 19, 2028, at which time the remaining principal balance is due. The term loan is subject to mandatory excess cash flow payments commencing for the year ended December 31, 2022 as defined in the credit agreement, not to exceed $5 million for any fiscal year. As of December 31, 2024 and 2023, the Company was not required to make additional term loan repayments due to Excess Cash Flow for the years ended December 31, 2024 and 2023. The revolving line of credit expires on July 19, 2026 and is subject to commitment fee of 0.50% per annum. The Company had no borrowings outstanding on the revolving line of credit as of December 31, 2024 and 2023. The unused amount of credit available under this facility is $25.0 million as of December 31, 2024 and 2023.

The term loan and the revolving line of credit are secured by substantially all of the assets of the Company and subject to certain financial covenants. The Company was in compliance with all financial covenants as of December 31, 2024 and 2023.

In relation to the credit agreement, the Company paid debt issuance cost of $5.1 million, which is amortized over the life of the credit agreement using effective interest rate of 6.83%. Amortization of debt issuance cost for the years ended December 31, 2024 and 2023 was $0.8 million and $0.9 million, respectively, and is included in interest expense in the Consolidated Statements of Operations.

The following table summarizes the annual maturities of the principal amount of total debt due as of December 31:

2025 $2,320,000
2026 2,320,000
2027 2,320,000
2028 213,080,000
$<br> 220,040,000

Note 11. Fair value measurement

U.S. GAAP establishes a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires us to use observable inputs when available and to minimize the use of unobservable inputs when determining fair value. The three tiers are defined as follows:

• Level 1 - Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities;
• Level 2 - Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
--- ---
• Level 3 - Unobservable inputs for which there is little or no market data, and which require us to develop our own estimates<br> and assumptions reflecting those that a market participant would use.
--- ---

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs. There were no instruments measured at fair value on a recurring basis using significant unobservable inputs during the years ended December 31, 2024 and 2023.

The valuation techniques that may be used to measure fair value are as follows:

• Market approach - Uses prices and other relevant information generated by market transactions involving identical or comparable<br> assets or liabilities;

F-18

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

• Income approach - Uses valuation techniques to convert future amounts to a single present amount based on current market<br> expectations about those future amounts; and
• Cost approach - Based on the amount that currently would be required to replace the service capacity of an asset (i.e.,<br> replacement cost).
--- ---

All of our money market funds are classified within Level I of the fair value hierarchy because they were valued using quoted prices in active markets.

Our cash and cash equivalents consisted of the following:

December 31, 2024
Carrying Value Fair Value
Cash $179,541 $179,541
Money Market funds 7,182,490 7,182,490
Total cash and cash equivalents 7,362,031 7,362,031
December 31, 2023
--- --- ---
Carrying Value Fair Value
Cash $634,453 $634,453
Money Market funds 10,068,122 10,068,122
Total cash and cash equivalents 10,702,575 10,702,575

Disclosure of Fair Values

The carrying amounts of accounts receivable, accounts payable and accrued expenses approximate their fair value as of December 31, 2024 and 2023 due to the relatively short duration of these instruments. Additionally, the carrying value of our debt associated with the term loan facility approximates fair value because the interest rates are variable and reset on relatively short durations to then-market rates.

Note 12. Member’s equity

In connection with the formation of the Company, the capital structure consists of one class of Member’s Units (the “Units”). 100 Units were issued to US Salt Intermediate Holdings, LLC in connection with acquisition of the Company in July 2021, and are outstanding as of December 31, 2024 and 2023.

Note 13. Earnings per unit

Basic and dilutive net income or loss per unit is calculated by dividing net income or loss available to unitholders by the weighted average member units outstanding for the respective period. The following table shows the calculation of basic and diluted earnings (loss) per unit:

Year ended December 31,
2024 2023
Net income (loss) $5,026,526 $(2,031,500)
Weighted average member units outstanding 100 100
Earnings (loss) per unit (basic and diluted) $50,265.26 $(20,315.00)

Note 14. Unit-based Compensation

In 2022, the Company approved an Equity Incentive Pool Plan (the “Incentive Plan”) which provides for the issuance of units of Parent Holdings, the majority owner of Intermediate Holdings (the Company’s Parent), to certain employees and members of the Board of Directors of the Company which allows the recipients to potentially participate in a future

F-19

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

increase in the value of the Company. Although the units are issued by Parent Holdings, the Company recognizes compensation expense in its consolidated financial statements because its employees and members of the Board of Directors provide services to the Company and benefit from the awards. The units are issued for no consideration.

Based on the terms of Class B incentive unit grant agreements, Class B incentive units are issued to the Company’s certain employees and members of the Board of Directors. In each of the grant agreements, 40% of the total Class B incentive units granted has service conditions, which is service-based vesting (“time-vesting incentive units”), and 60% of the total Class B incentive units granted has both service and performance conditions (“performance-based incentive units”). Time-vesting incentive units vests over the requisite service period of five years, subject to the recipient remaining an employee or member of the Board of Directors of the Company through each vesting date. The performance-based incentive units may vest upon the consummation of a sale of Parent Holdings, provided the participants have remained continuously employed or provided services from the vesting start date through the sale date. Vesting occurs in three tranches as follows: (i) one-third of the performance-based incentive units vest upon the consummation of a sale of the Parent Holdings if the Investor Return is equal to or greater than 2.0; (ii) an additional one-third of the performance-based incentive units vest upon the consummation of a sale of the Parent Holdings if the Investor Return is equal to or greater than 2.5; and (iii) an additional one-third of the performance-based incentive units vest upon the consummation of a sale of the Parent Holdings if the Investor Return is equal to or greater than 3.0. The performance-based incentive units that do not vest upon the consummation of a sale of Parent Holdings shall be immediately forfeited upon such sale of the Parent Holdings with no compensation or other payment due to the employee and the members of the Board of Directors. No expense was recognized for the years ended December 31, 2024 and 2023 for the performance-based incentive units as it is not probable that the performance conditions will be met.

Vested Class B incentive units that are performance-based incentive units are subject to a “Participation Threshold” before distribution of profit or distribution of sales proceeds from the sale of Parent Holdings. Unless otherwise determined by the Board of Directors of Parent Holdings, on the date of each grant of Class B incentive units, pursuant to a grant made under a Class B incentive unit grant agreement or similar agreement, the Board of Directors of Parent Holdings shall establish an initial “Participation Threshold” amount in respect of each Class B incentive unit granted on such date. The initial Participation Threshold in respect of a Class B incentive unit shall be equal to or greater than (i) the amount that would be distributed with respect to a Class A incentive unit ratably among Class A unitholders until the aggregate unreturned capital of Class A incentive units has been reduced to zero in a hypothetical transaction in which Parent Holdings sold all of its assets for Fair Market Value and distributed the proceeds therefrom in liquidation of Parent Holdings as determined immediately prior to the issuance of such Class B incentive unit, but taking into account all Capital Contributions, if any, with respect to any Unit issued as part of the issuance of such Class B incentive unit) minus (ii) the total Capital Contributions (if any) made by the holder receiving such Class B incentive unit with respect to all Class B incentive unit received by such holder as part of the same issuance. Parent Holdings may periodically update the initial Participation Threshold from time to time as necessary to reflect any adjustments to the Participation Thresholds of outstanding Class B incentive unit required. As of December 31, 2024 and 2023, the total Participation Thresholds of Class B incentive units were $193.5 million and $187.1 million, respectively.

The following table presents the key weighted-average assumptions used in determining the fair value for the Class B incentive units granted during the years ended December 31, 2024 and 2023:

2024 2023
Fair value of Class B incentive unit $484.09 $424.73
Risk-free interest rate 4.27% 3.93%
Volatility 60.0% 70.0%
Dividend yield 0.0% 0.0%
Expected term 3 years 4 years

F-20

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

The following table summarizes Class B incentive units activity for the years ended December 31, 2024 and 2023:

Number<br><br> <br>of<br><br> <br>Units Weighted<br><br> <br>Average<br><br> <br>Exercise<br><br> <br>Price Weighted<br><br> <br>Average<br><br> <br>Remaining<br><br> <br>Term<br><br> <br>(In Years)
Outstanding, January 1, 2023 13,753 $— 2.25
Granted 7,503 —
Repurchased — —
Forfeited (3,662) 1,000
Outstanding, December 31, 2023 17,594 $1,000 3.61
Granted 681 1,000
Repurchased (318) 1,000
Outstanding, December 31, 2024 17,597 $1,000 2.68
Exercisable, December 31, 2024 2,164 $1,000 2.38

Under the valuation methodology theory underlying the option pricing model, the fair value of the Class B incentive units is comprised of intrinsic and extrinsic values. Considering the specific features and attributes of the Class B incentive units, the entire fair value of the units is comprised of the underlying extrinsic value (i.e., the present value of the potential future benefits as of the respective measurement dates) while no value is assigned to the intrinsic value as of the years ended December 31, 2024 and 2023. The weighted-average grant date fair value of Class B incentive unit awards granted during the years ended December 31, 2024 and 2023 were $381.30 and $372.32, respectively.

As of December 31, 2024, the remaining unrecognized compensation expense for the time-vesting incentive unit for each year until fully vested is as:

2025 $480,515
2026 447,862
2027 325,219
2028 155,164
$1,408,760

Note 15. Retirement plan

The Company has a defined contribution 401(k) retirement plan (the “401(k) Plan”), which covers union and non-union employees, to provide retirement benefits for all eligible employees. Employees, who are over 18 years of age and have completed 90 days of services, are eligible to participate in the 401(k) Plan. The 401(k) Plan allows eligible employees to make salary-deferred contributions up to 75% of their pre-tax annual compensation, as defined in the 401(k) Plan, as long the total contributed does not exceed the maximum annual amount under the Internal Revenue Code. Long-term part-time employees may be eligible to make payroll contributions to the 401(k) Plan if such long-term part-time employees work at least 500 hours but less than 1,000 hours during three consecutive 12-month periods. However, Long-term part-time employees may not be eligible for the employer contributions.

Union Employees – The 401(k) Plan has a profit-sharing feature that the Company makes an annual contribution of 2.5% of the employee’s eligible gross compensation each year from 2019 through 2025 based on the Summary of Benefits and Coverage document. Company contributions vest 100% upon the completion of the first year of service.

Non-Union Employees – The Company makes a semi-monthly Safe Harbor contribution of 100% of the employees’ contribution for that pay period for the first 3% and 50% of the remaining 2%, up to a maximum of 5% of the employee’s eligible gross compensation for that pay period. Company’s Safe Harbor contributions vest 100% immediately.

The Company’s employer portion of contributions, for the years ended December 31, 2024 and 2023, were $0.2 million and $0.2 million, respectively.

F-21

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

Note 16. Related party transaction

Management Fees

On July 19, 2021, the Company entered into a Professional Services Agreement with Emerald Lake, who will provide financial and management consulting services. Emerald Lake agreed to consult with the Company’s Board of Directors and the oversight of management on business and financial matters including company strategy, budgeting of future investments, acquisition and divestiture strategies, and debt and equity financings. In consideration of Emerald Lake’s services, the Company pays Emerald Lake Management Fee, the greater of $1.9 million or 1% of Emerald Lake Investment. The Management Fee is payable in cash in quarterly installments equal to the greater of $0.5 million and 0.25% of Emerald Lake Investment. The Management Fee were $1.9 million for both years ended December 31, 2024 and 2023; and were reported in the selling, general, and administrative expenses in the accompanying Consolidated Statements of Operations. As of December 31, 2024 and 2023, there were no unpaid management fees in the accompanying Consolidated Balance Sheets.

Parent Holdings Equity Incentive Pool Plan

Certain employees and members of the Board of Directors of the Company were granted participation in the Equity Incentive Pool Plan of Parent Holdings (the “Plan”). The Company recognizes unit-based compensation expenses for awards under the Plan and records the related expenses in its consolidated financial statements as the costs are deemed to be for the benefit of the Company (see Note 14). The compensation expenses recognized under the Plan were recorded by the Company as member contribution.

Parent Holdings Class A Incentive Units and Subscription Notes Receivable

Parent Holdings offers Class A Incentive Units to certain employees and members of the Board of Directors through payments in cash or subscription notes receivable. The issuance of Class A Incentive Units is based on the value approved by the Board of Directors of Parent Holdings. Cash received by the Company on behalf of Parent Holdings for the issuance of Class A Incentive Units of Parent Holdings was recorded as member contribution since the cash is retained by the Company. The Company also collects payments on the subscription notes receivable on behalf of Parent Holdings annually through annual bonus. The bonus payments to employees applied to subscription notes receivable are recorded as member contribution. The Company may make cash payments on behalf of Parent Holdings to repurchase Class A Incentive Units due to termination or departure of an employee. The cash payments made by the Company on behalf of Parent Holdings are recorded as member distribution.

The activities of Class A Incentive Units and subscription note receivable held by the Company’s employees and members of the Board of Directors are summarized as follows:

Class A<br><br> <br>Incentive Units Amount Subscription<br><br> <br>Receivable
Outstanding, January 1, 2023 800 $800,000 $525,000
Issuance 204 250,000 —
Repurchase (250) (250,000) —
Outstanding, December 31, 2023 754 800,000 525,000
Issuance 65 113,529 —
Repurchase (185) (136,472) (300,000)
Repayment — — (60,000)
Outstanding, December 31, 2024 634 $777,057 $165,000

The Class A Incentive Units held by members of the Company’s Board of Directors as of December 31, 2024 and 2023 are 350 units in the amount of $0.4 million for both years. Subscription receivable is reported net of member’s equity account in the Consolidated Statements of Changes in Member’s Equity.

F-22

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

Member Contribution and Member Distribution

The elements of member contribution were as follows:

Year ended December 31,
2024 2023
Cash contribution from member $7,191,458 $—
Cash received on behalf of Parent Holdings for the<br> issuance of Class A Incentive Units 13,528 —
Payments collected on the subscription notes<br> receivable on behalf of Parent Holdings through annual bonus 60,000 —
Unit-based compensation expense 548,602 279,277
Total member contribution $7,813,588 $279,277

The elements of member distribution were as follows:

Year ended December 31,
2024 2023
Tax distributions $ (9,288,766) $—
Cash payments made on behalf of Parent Holdings to<br> repurchase Class A Incentive Units due to termination or departure of an employee (330,000) —
Total member distribution $<br> (9,618,766) $—

Note 17. Commitments and Contingencies

Leases

The Company enters into leases for warehouses, rail cars, forklifts, office equipment, office space and certain other types of property and equipment. The leases consist of operating and financing leases expiring in various years through 2030.

The elements of the lease costs were as follows:

Year ended December 31,
2024 2023
Operating lease expense:
Operating lease expense $857,093 $867,440
Finance lease expense:
Amortization of lease assets $92,308 $32,207
Interest on lease liabilities 48,857 16,694
Total finance lease cost $141,165 $48,901
Short term lease expense $678,755 $510,213
Variable lease expense 383,788 435,349
Total lease expense $2,060,801 $1,861,903

Lease term and discount rate information related to leases was as follows:

Year ended December 31,
2024 2023
Weighted-average remaining lease term (in years):
Operating leases 2.98 2.32
Finance leases 4.78 5.71
Weighted-average discount rate:
Operating leases 11.50% 8.12%
Finance leases 10.64% 10.59%

F-23

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

Supplemental cash flow information related to leases was as follows:

Year ended December 31,
2024 2023
Cash paid for amounts included in the measurement of<br> lease liabilities:
Operating cash flows from finance lease (interest payments) $48,857 $16,694
Operating cash flows from operating leases $850,676 $811,981
Financing cash flows from finance lease $72,638 $33,655
Right-of-use assets obtained in exchange for lease<br> liabilities:
Operating leases $1,243,375 $362,943
Finance leases $— $493,803

Future maturities of lease liabilities are as follows as of December 31, 2024:

Operating<br><br> <br>Leases Finance<br><br> <br>Lease
2025 $834,580 $118,530
2026 691,262 118,530
2027 248,796 118,530
2028 27,500 94,417
2029 — 55,200
Thereafter — 32,200
Total future undiscounted lease payments 1,802,138 537,407
Imputed interest (195,043) (117,075)
Present value of lease payments 1,607,095 420,332
Current portion 709,098 76,982
Long-term portion of lease payments $897,997 $343,350

Contingencies

The Company is subject to legal proceedings and claims which arise in the ordinary course of business. In the opinion of management, the ultimate outcome of these matters will not be material to the Company’s consolidated financial position, results of operations, or cash flows.

Commitments

The Company is not contractually committed to any planned capital expenditure until actual orders are placed for equipment or services. As of December 31, 2024 and 2023, the Company had $11.0 million and $13.6 million for open equipment and construction contracts, respectively.

Note 18. Segment Information

The Company operates as a single segment represented by our core business of producing evaporated and specialty salts serving consumer, food, pharmaceutical, and industrial customers throughout North America. Our Chief Operating Decision Maker (“CODM”) neither manages the business nor deliberately allocates resources by service line, geography, or end market. One customer accounted for 14.8% and 11.8% of the Company’s total revenue during the years ended December 31, 2024 and 2023, respectively.

The CODM is our Chief Executive Officer. The CODM assesses performance for the Company and decides how to allocate resources based on significant expense categories that contribute to net income (loss), as outlined below. The CODM uses these varying results to prioritize the reinvestment of profits within the Company. These results are also used in assessing the Company’s performance and determining management’s compensation. The CODM does not review assets in evaluating the results of the Company, and therefore, such information is not presented.

F-24

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

The following tables provide the operating financial results of the Company:

Year ended December 31,
2024 2023
Revenue $123,088,183 $111,057,828
Cost of revenue 68,224,649 65,180,147
Depreciation, amortization and depletion 13,545,093 11,278,223
Selling expense 3,849,290 3,179,078
Administrative expense 3,841,433 3,200,883
Interest expense 24,413,242 25,670,607
Other segment items 4,187,950 4,580,390
Net income (loss) $5,026,526 $(2,031,500)
Capital expenditures - purchases of plant, property and equipment $(13,387,493) $(9,335,678)

Other segment items include loss due to casualty; foreign currency gain (loss), unit-based compensation expenses, management fees paid to Emeral Lake, and certain non-recurring expenses including severance expense, and retention bonuses, consulting fees paid to Board of Director, and other consulting fees etc.

Note 19. Subsequent events

Management has performed an analysis of the activities and transactions subsequent to December 31, 2024 to determine the need for any adjustments to and disclosures within the consolidated financial statements for the year ended December 31, 2024. Management has performed their analysis through December 23, 2025, the date the consolidated financial statements were available to be issued.

On December 8, 2025, ContextLogic Holdings Inc. (“ContextLogic”), incorporated in the state of Delaware and traded on the OTC (Over-the-Counter) market under the trade symbol LOGC, entered into a Purchase Agreement (the “Purchase Agreement,” or the “Transaction”) with the various parties to acquire Parent Holdings and its subsidiaries, which include the Company. Under the proposed terms of the Purchase Agreement, the aggregated transaction consideration to be paid is approximately $907.5 million, subject to customary adjustments for working capital, cash, and debt. ContextLogic expected to fund the cash portion of the consideration through a combination of $215 million in new term debt and a $25 million of revolving facility, $115 million in rights offering, and existing cash reserves. Additionally, ContextLogic will settle the estimated total indebtedness of $206 million of the Company. The transaction consideration also includes $324 million in rollover equity to ContextLogic, payment of estimated seller transaction expenses and employee ownership bonus payout, and $3 million of escrow funding and expense reserve funding. After these adjustments, the estimated cash consideration will be approximately $366 million. The board of directors of both ContextLogic and Parent Holdings have approved the proposed Purchase Agreement. The Transaction is expected to close in the first half of 2026 subject to customary approvals and closing conditions. ContextLogic intends to pursue a listing on a national securities exchange following the closing of the Transaction.

F-25

US SALT HOLDINGS, LLC AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(UNAUDITED)

September 30, 2025 December 31, 2024
ASSETS
Current Assets
Cash and cash equivalents $6,073,549 $7,362,031
Accounts receivable, net 12,801,740 13,514,707
Inventories 9,254,001 8,867,043
Prepaid expenses 1,400,714 1,068,828
Total Current Assets 29,530,004 30,812,609
Non-current Assets
Plant, property and equipment, net 322,828,078 328,060,441
Goodwill 28,120,191 28,120,191
Intangibles, net 17,192,490 18,443,349
Operating lease right-of-use assets 1,319,867 1,608,264
Finance lease right-of-use assets 393,799 405,863
Other inventories 5,610,685 4,783,497
Total Non-current Assets 375,465,110 381,421,605
Total Assets $404,995,114 $412,234,214
LIABILITIES AND MEMBER’S EQUITY
Current Liabilities
Accounts payable $6,816,234 $9,129,593
Accrued liabilities 5,324,423 5,153,817
Current maturities of long- term debt 2,320,000 2,320,000
Current portion of operating lease liability 682,121 709,098
Current portion of finance lease liability 47,019 76,982
Total Current liabilities 15,189,797 17,389,490
Non-current Liabilities
Long-term debt, net of current maturities 203,574,351 215,776,672
Long-term portion of operating lease liability 657,356 897,997
Long-term portion of finance lease liability 379,867 343,350
Asset retirement obligations 797,018 751,834
Total Liabilities 220,598,389 235,159,343
Member’s Equity
Member’s units, 100 units issued and outstanding 182,152,726 185,446,903
Retained earnings (accumulated deficit) 2,243,999 (8,372,032)
Total Member’s Equity 184,396,725 177,074,871
Total Liabilities and Member’s Equity $404,995,114 $412,234,214

See Notes to Condensed Consolidated Financial Statements

F-26

US SALT HOLDINGS, LLC AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

Nine months ended September 30, 2025 and 2024

(UNAUDITED)

9/30/2025 9/30/2024
Revenue $98,290,999 $90,647,601
Cost of Revenue 61,056,275 59,026,483
Gross Profit 37,234,724 31,621,118
Selling, general and administrative expenses 10,468,613 9,833,238
Loss due to casualty — 770,259
Loss on disposal of plant, property and equipment 39,118 116,416
Operating Income 26,726,993 20,901,205
Other Income (Expenses)
Interest expense (16,157,308) (18,699,817)
Foreign currency (gain) loss 46,346 (72,761)
Net Income (Loss) $10,616,031 $2,128,627
Weighted average member units outstanding 100 100
Earnings (loss) per unit (basic and diluted) $106,160.31 $21,286.27

See Notes to Condensed Consolidated Financial Statements

F-27

US SALT HOLDINGS, LLC AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Member’s Equity

Nine months ended September 30, 2025 and 2024

(UNAUDITED)

Member Units Accumulated<br><br> <br>Deficit Total Member’s<br><br> <br>Equity
Units Amount
Balance, January 1, 2024 100 $187,252,081 $(13,398,558) $173,853,523
Member’s contributions — 7,664,792 — 7,664,792
Member’s distributions — (7,583,555) — (7,583,555)
Net income — — 2,128,627 2,128,627
Balances, September 30, 2024 100 $187,333,318 $(11,269,931) $176,063,387
Member Units Retained Earnings<br><br> <br>(Accumulated<br><br> <br>Deficit) Total Member’s<br><br> <br>Equity
--- --- --- --- ---
Units Amount
Balances, January 1, 2025 100 $185,446,903 $(8,372,032) $177,074,871
Member’s contributions — 402,406 — 402,406
Member’s distributions — (3,696,583) — (3,696,583)
Net income — — 10,616,031 10,616,031
Balances, September 30, 2025 100 $182,152,726 $2,243,999 $184,396,725

See Notes to Condensed Consolidated Financial Statements

F-28

US SALT HOLDINGS, LLC AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

Nine months ended September 30, 2025 and 2024

(UNAUDITED)

9/30/2025 9/30/2024
Cash Flow from Operating Activities
Net income (loss) $10,616,031 $2,128,627
Adjustments to reconcile net income (loss) to net cash from operating<br> activities:
Depreciation, depletion, and amortization 11,314,885 9,990,300
Loss due to casualty — 770,259
Amortization of debt issuance cost 537,679 619,857
Bad debt recovery (36,650) (36,019)
Unit-based compensation expense 350,857 411,452
Loss on disposals of fixed assets 39,118 116,416
Non-cash lease expense 657,218 639,743
Amortization of finance right-of-use assets 77,577 75,363
Interest on finance leases 31,581 37,108
Accretion of asset retirement obligation 61,184 57,858
Changes in operating assets and liabilities:
Accounts receivable 749,617 377,366
Inventory (386,958) (911,068)
Prepaid expenses (331,886) (72,749)
Other inventories (827,188) (99,388)
Accounts payable (1,143,582) (1,870,936)
Operating lease liabilities (636,096) (632,089)
Accrued liabilities 170,605 (1,096,317)
Net Cash Provided by Operating Activities 21,243,992 10,505,783
Cash Flow from Investing Activities
Purchases of plant, property, and equipment (6,056,558) (8,416,453)
Net cash Used in Investing Activities (6,056,558) (8,416,453)
Cash Flow from Financing Activities
Repayment of principal on term loan (12,740,000) (6,740,000)
Repayment of principal of finance leases obligations (90,882) (96,377)
Member’s contributions 51,549 7,253,340
Member’s distributions (3,696,583) (7,583,555)
Net Cash Used in Financing Activities (16,475,916) (7,166,592)
Net Change in Cash and Cash Equivalents (1,288,482) (5,077,262)
Cash and Cash Equivalents, Begin of Year 7,362,031 10,702,575
Cash and Cash Equivalents, End of Year 6,073,549 5,625,313
Supplemental cash flow information
Cash paid for interest $15,930,546 $18,518,647
Supplemental non-cash investing and financing<br> information:
Noncash contribution of US Salt Parent Holdings, LLC<br> related to unit-based compensation expense $350,857 $411,452
Plant, property, and equipment in accounts payable $1,169,777 $(467,815)
Additions and changes in asset retirement obligations $16,000 $(81,902)

See Notes to Condensed Consolidated Financial Statements

F-29

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024 (UNAUDITED)

Note 1. Nature of operations and basis of presentation

Nature of Business – On July 19, 2021, US Salt Holdings, LLC was formed and incorporated in Delaware and purchased 100% of the outstanding membership interest in US Salt Investors, LLC, which owns 100% of US Salt, LLC. Emerald Lake Capital LP (“Emerald Lake”) together with Emerald Lake Pearl Acquisition, LP, Emerald Lake Pearl Acquisition-A, LP, and Emerald Lake Pearl Holding LLC indirectly purchased approximately 99.5% of the Class A incentive units of US Salt Parent Holdings, LLC (“Parent Holdings”) from EL US Salt Aggregator, LP (“Aggregator”). Parent Holdings and Aggregator own 99% and 1% (collectively “Emerald Lake Investment”), respectively, of US Salt Intermediate Holdings, LLC (“Intermediate Holdings”), which owns 100% of US Salt Holdings, LLC.

US Salt Holdings, LLC and its subsidiaries (“US Salt,” the “Company,” “we,” “us,” “our”) operates a single solution mining facility located in Watkins Glen, New York. The Company mines, processes, packages and sells a range of evaporated salt products used for food and food processing, pharmaceutical, water softening and industrial applications mainly in the U.S. and Canada, and other countries in North America. The Company’s primary products include round cans of salt, packaged pellets, packaged granulated salt, and medical grade salt. The Company’s customers primarily include national retail chains, pharmaceutical companies, food service operators, and independent distributors.

Basis of Presentation – The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim information. The accompanying unaudited condensed consolidated financial statements include the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

The unaudited condensed consolidated financial statements (hereafter referred to as “condensed consolidated financial statements”) include financial information as of and for the nine months ended September 30, 2025 and 2024. These condensed consolidated financial statements and accompanying footnotes should be read in conjunction with the Company’s consolidated financial statements as of and for the year ended December 31, 2024. In the opinion of management, all adjustments, of a normal recurring nature, considered necessary for a fair presentation have been included in the condensed consolidated financial statements. The results of operations for the nine months ended September 30, 2025 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2025.

Note 2. Significant accounting policies

The following is a summary of the significant accounting policies and principles used in the preparation of the condensed consolidated financial statements:

Use of Estimates

The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as contingent assets and liabilities, as of the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses for the reporting periods then ended. Actual results could vary from the estimates and assumptions that were used. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates and assumptions will be reflected in the condensed consolidated financial statements in future periods.

Significant estimates embedded in the condensed consolidated financial statements include, but not limited to, revenue recognition, impairment analysis of goodwill, depletion of salt reserves, and impairment of long-lived assets and finite-lived intangible assets.

F-30

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024 (UNAUDITED)

Revenue Recognition

Nature of Revenue Source - The Company manufactures and sells a range of branded and private label evaporated salt products to nationwide retailers, pharmaceutical companies, foodservice operators, and independent distributors. When the Company enters into a sale arrangement with a customer, it believes it is probable that it will collect substantially all the consideration to which it will be entitled in exchange for the goods that will be transferred to the customer. The Company’s customer contracts identify the product, quantity, price, payment terms, and final delivery terms. Payment terms sometimes include early-pay discounts. Although some payment terms may be extended, no terms beyond one year are granted at contract inception.

The Company determines revenue recognition through the following steps:

• Identification of the contract, or contracts, with a customer
• Identification of the performance obligations in the contract
--- ---
• Determination of the transaction price
--- ---
• Allocation of the transaction price to the performance obligations in the contract
--- ---
• Recognition of revenue when, or as, the Company satisfies a performance obligation.
--- ---

Revenue Recognition - Revenue is recognized at the point in time when control is transferred to the customer. In general, control transfers to a customer when the product is shipped or delivered to the customer based upon applicable shipping terms, as the customer can direct the use and obtain substantially all the remaining benefits from the product at this point in time. The Company’s revenue is reported as net revenue and is measured as the determinable transaction price, net of any variable consideration such as discounts, sales incentives, rights to return product, and any taxes collected from customers and remitted to governmental authorities.

Performance Obligations - A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue

      from Contracts with Customers. The contract’s transaction price is allocated to the performance obligations and recognized as revenue when the performance obligations are satisfied. Substantially all our
        contracts are of a short-term nature and contain a single performance obligation.

Shipping and handling costs associated with outbound freight, including shipping and handling costs after control over a product is transferred to a customer are accounted for as a fulfillment cost as incurred and are not considered to be a separate performance obligation Shipping and handling costs recorded as a component of cost of revenues were approximately $7.0 million for both nine months ended September 30, 2025 and 2024.

Contract Estimates - Most contracts include some form of variable consideration. The most common forms of variable consideration include discounts, rebates, and sales returns and allowances. Variable consideration is treated as a reduction in revenue when product revenue is recognized. The Company uses the most likely amount method to determine the variable consideration. The Company believes there will not be significant changes to estimates of variable consideration when any related uncertainties are resolved with customers. The Company reviews and updates its estimates and related accruals of variable consideration each reporting period based on the terms of the agreements, historical experience, and any recent changes in the market. Any uncertainties in the ultimate resolution of variable consideration due to factors outside of the Company’s influence are typically resolved within a short timeframe therefore not requiring any additional constraint on the variable consideration.

Approximately 99% of the Company’s revenue are generated from North America, and 92% of which is from domestic sales for the nine months ended September 30, 2025 and 2024. The Company offers customers limited right of return for its non-conforming products in the event of defects. Customer remedies may include either a cash refund or product exchange. Accordingly, the estimated right of return and related refund liability is recorded as a reduction in revenue. Return estimates are reviewed and updated in each reporting period based on historical sales and return experiences. Contract asset and liability balances as of September 30, 2025 and December 31, 2024 are immaterial.

F-31

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024 (UNAUDITED)

Cost of Revenue

Cost of revenue reflects the costs to produce our products, which primarily consists of labor, employee benefits, materials, depreciation and depletion, shipping and handling, and overhead. Cost of revenue is capitalized in inventory and expensed when control is transferred to the customer.

Accounts Receivable, net and Allowance for Expected Credit Losses

Accounts receivable, net of allowance, are uncollateralized customer obligations billed under contract terms. Accounts receivables are stated at their net realizable value. The Company estimates an allowance for credit losses based upon the evaluation of several factors including related ages of past due receivables, customer type, customer credit worthiness, knowledge of a customer’s financial conditions, historical collection experience, current economic factors, and other factors relevant to assessing the expected credit losses. The Company records uncollectible amounts against the allowance for credit losses once management determines the amount to be uncollectible.

Cash and Cash Equivalents

The Company considers cash on deposit and all highly liquid investments and securities with maturities of three months or less at the time of purchase to be considered cash equivalents. The Company maintains its cash and cash equivalents in accounts in various banks and financial institutions.

Concentration of Credit and Customer Risk

The Company’s financial instruments that are exposed to concentrations of credit risk consist of cash and accounts receivable.

Cash balances at various times during the year may exceed the amount insured by the Federal Deposit Insurance Corporation. The Company monitors the credit ratings of financial institutions where its cash deposits are held, and has not incurred any losses related to such deposits.

The Company can, at times, be subject to a concentration of credit risk with respect to outstanding accounts receivable. The Company’s customers are located throughout the United States through various channels including national retail chains, pharmaceutical companies, food service operators, and independent distributors. Although the Company generally grants credit without collateral, management believes that its contract acceptance, billing and collection policies are adequate to minimize material credit risk. The Company has one major customer which accounted for over 10 percent of accounts receivable as of September 30, 2025 and December 31, 2024. The company also has one major customer which accounts for over 10% of revenue for the nine months ended September 30, 2025 and year ended December 31, 2024.

Inventories and Other Inventories

Salt is reported as inventory at the point in time it is extracted from the brine well. Salt inventories, packaging, supplies, and maintenance materials are valued at the lower of cost or net realizable value, with cost determined on standard costing method. Substantially all costs associated with the production of finished goods, such as labor, supplies, equipment cost, inbound freight and overhead (including depletion of salt reserves), are captured as inventory costs. Maintenance materials are expensed as consumed or capitalized into plant, property and equipment if it meets the criteria of a capital expenditure. Additionally, maintenance materials that are not expected to be used in the next twelve months from the balance sheet date are recorded as other inventories in the Condensed Consolidated Balance Sheets.

Management monitors inventory levels and adjusts valuation for slow-moving, shrinkage, obsolescence, and markdowns. The Company accounts for slow-moving or obsolete inventory that is established based on management’s estimates of the net realizable value of the related products at the end of each reporting period.

Plant, Property and Equipment, Net

Property and equipment is stated at cost less accumulated depreciation and depletion. Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are charged to expense. When depreciable properties are retired or sold, the

F-32

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024 (UNAUDITED)

cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in the Company’s Condensed Consolidated Statements of Operations. Depreciation is provided using the straight-line method, based on the useful lives of assets which range from three to twenty years.

Plant, property and equipment also includes salt reserves, which consist of brine fields and underground salt bed owned by the Company. Salt reserves are depleted on a units-of-production basis based on estimated annual consumption as extraction of reserves takes place.

The following table summarizes the estimated useful lives of the Company’s different classes of plant, property and equipment:

Years
Buildings and improvements 10 - 20
Machinery and equipment 3 -14

Construction in Process (CIP) represents the accumulated costs of construction and development for assets that are not yet completed and ready for their intended use. CIP is recorded as a plant, property and equipment in the condensed consolidated financial statements and is not depreciated until the asset is placed into service. Borrowing costs are recognized, as an expense, in the period in which they are incurred, except to the extent that they are capitalized. Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of that asset when it is probable that they will result in future economic benefits to the entity and that the costs can be measured reliably. The Company capitalized interest cost of $0.2 million and $0.1 million for the nine months ended September 30, 2025 and 2024, respectively. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in profit or loss.

Leases

The Company determines if an arrangement is a lease at its inception. In certain of the Company’s lease arrangements, judgment is required in determining if a contract contains a lease. For these arrangements, there is judgment in evaluating if the arrangement involves an identified asset that is physically distinct or whether the Company has the right to substantially all of the capacity of an identified asset that is not physically distinct. In arrangements that involve an identified asset, there is also judgment in evaluating if the Company has the right to direct the use of that asset.

The Company determines whether an arrangement is or contains a lease, its classification, and its term at the lease commencement date. The Company leases office space, warehouses, and equipment under non-cancelable operating and finance leases. A lease is classified as a finance lease if it transfers ownership, includes a purchase option reasonably certain to be exercised, covers a major portion of the asset’s economic life, has payments that approximate substantially all of the asset’s fair value, or involves an asset of specialized nature. Leases with a term greater than one year will be recognized on the Condensed Consolidated Balance Sheets as right-of-use (ROU) assets, current lease liabilities, and if applicable, long-term lease liabilities. The Company includes renewal options to extend the lease term where it is reasonably certain that it will exercise these options. Lease liabilities and the corresponding ROU assets are recorded based on the present values of lease payments over the lease term. The interest rate implicit in the Company’s leases are not readily determinable. As such, the Company uses its incremental borrowing rate as the discount rate, which approximates the interest rate at which the Company could borrow on a collateralized basis with similar terms and payments and in similar economic environments. The Company’s leases have remaining terms ranging from 2 to 5 years, with some of those leases including options that grant the Company the ability to renew or extend the lease term. When determining the lease term, the Company does not include periods covered by the renewal options unless they are deemed to be reasonably certain to exercise such renewal options.

Leases with an initial term of 12 months or less are not recorded on the Condensed Consolidated Balance Sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company accounts for lease and non-lease components, principally common area maintenance for its facilities leases, as a single lease component for its facilities leases. Variable lease costs represent additional expenses incurred by the Company that are not included in the lease payment. Variable lease costs include maintenance charges, taxes, insurance, and other similar costs, and are recorded within cost of revenue and selling, general and administrative expense on the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2025 and 2024.

F-33

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024 (UNAUDITED)

Debt Issuance Costs

Debt issuance costs are amortized using the effective interest method over the term of the related borrowing agreement and the amortization is included in interest expense within the Condensed Consolidated Statements of Operations. The unamortized portion of deferred financing fees associated with long-term borrowings are shown netted against the Company’s outstanding long-term debt.

Environmental Cost

Environmental costs, other than those of a capital nature, are accrued at the time when exposure becomes known and costs can be reasonably estimated. Costs are accrued based upon management’s estimates of all direct costs. Amounts accrued for environmental matters were not material as of September 30, 2025 and December 31, 2024.

Asset Retirement Obligations

Legal obligations associated with the retirement of long-lived assets are reflected at their estimated fair value, with a corresponding charge to cost of goods sold, at the time they are incurred. Asset retirement obligations (ARO) primarily consist of spending estimates related to capping brine wells and support facilities in accordance with federal and state reclamation laws as defined by each mining permit. The Company estimates and records the fair value of a liability for an asset retirement obligation in the period in which it is incurred and a corresponding increase in the carrying amount of the related long- lived asset. The liability is accreted to its present value each period and the capitalized cost is amortized using the units-of-production method over estimated recoverable reserves upon commencement of salt extraction. The amortized cost is included in the cost of revenue in the Condensed Consolidated Statements of Operations.

Finite-lived Intangible Assets and Long-lived Assets

Finite-lived intangible assets acquired by the Company are initially recorded at fair value and amortized using the straight-line method to distribute the initial value of the assets over the estimated useful lives, which management has determined to be fifteen years.

The Company reviews long-lived assets including right-of-use assets and finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the use and eventual disposition of the asset. If such assets are considered impaired, the impairment recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value.

There were no impairment indicators of long-lived assets or finite-lived intangibles for the years ended December 31, 2024 and 2023.

Goodwill

Goodwill consists of the excess cost of an acquired business over the fair market value of the underlying net assets. We review goodwill annually for impairment, or more frequently if impairment indicators arise. We do not amortize such assets.

The Company performs an annual impairment test as of October 1 of each year or more frequently if events or changes in circumstances indicate that the asset may be impaired. As our business is highly integrated and its components have similar economic characteristics, we have concluded we operate as one reporting unit at the entity level. We evaluate goodwill for potential impairment on an annual basis or when if indicators of impairment exist during the year. When we evaluate goodwill for potential impairment, generally, we first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. A qualitative assessment may include, but is not limited to, reviewing factors such as macroeconomic conditions, industry and market considerations, cost factors, financial performance and other entity or reporting unit specific events. If we determine qualitatively that it is more likely than not that the fair value of a reporting unit is less than its carrying value, or if we decide to bypass the qualitative assessment, we perform a quantitative analysis. The quantitative analysis is used to

F-34

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024 (UNAUDITED)

identify both the existence of impairment and the amount of impairment loss by comparing the estimated fair value of a reporting unit to its carrying value. The estimated fair value is based on forward-looking estimates of performance and cash flows of our reporting unit, which are based on historical operating results, adjusted for current and expected future market conditions, as well as various internal projections and external sources. If the carrying value of the reporting unit exceeds its estimated fair value, an impairment loss would be recognized in our Condensed Consolidated Statements of Operations in an amount equal to the excess of the carrying value over the estimated fair value, limited to the total amount of goodwill allocated to that reporting unit.

We performed our annual impairment analysis for the years ended December 31, 2024 and 2023 and did not identify any indicators of impairment.

Earnings per Unit

Basic and dilutive net income or loss per unit is calculated by dividing net income or loss available to unitholders by the weighted average member units outstanding for the respective period.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs amounted to $0.1 million for the nine months ended September 30, 2025 and 2024, and are included within selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

Unit-based Compensation

As of September 30, 2025 and December 31, 2024, the Company participates in a unit-based employee compensation plan with Parent Holdings, which is described further in Note 14. The Company accounts for unit-based compensation by recording expenses using the fair value of the incentive unit awards at the time of grant. In estimating the fair value of the incentive units granted, the Company utilized the option pricing model (“OPM”), in the form of a single stochastic valuation process applying the Black-Scholes Pricing Model (“BSPM”) along with the Monte-Carlo simulation model (“MCSM”). The BSPM and MCSM provide the ability to analyze financial instruments within a complex capital structure and whose values derived from variable significant inputs and assumptions along with future financial outcomes upon future events such as change of control, or capital raise (such as an IPO). The application of the valuation method involves inputs and assumptions that are judgmental and highly sensitive.

The Company recognizes expenses associated with such incentive unit awards over the service period when the grant is service based. The unit-based compensation expense for performance-based incentive units is recognized when management determines that it is probable that the performance criteria is met and if and only if participant has been continuously employed by or continuously providing services to the Company from the vesting start date through the date of which the performance criteria is met. The Company’s accounting policy is to recognize forfeitures as they occur. The Company may make cash payments on behalf of Parent Holdings to repurchase vested incentive units and forfeit the unvested incentive units due to termination or departure of an employee or member of the Board of Directors. Upon the repurchase, the Company records the repurchase price (which under the terms of the agreements must be at fair value) as member distribution, and the previously recognized compensation expenses for unvested incentive units are reversed.

Income Taxes

The Company is a limited liability company formed under state statutes and taxed for federal and state purposes as a pass-through entity. Therefore, Intermediate Holdings, the direct sole member of the Company, reports the Company’s taxable income or loss on the Intermediate Holdings’ respective tax return. Accordingly, no provision for income taxes has been made in the accompanying condensed consolidated financial statements for federal and state income taxes.

The Company accounts for uncertain tax positions using a “more-likely-than-not” threshold. A tax benefit from an uncertain tax position is recognized if it is more-likely-than-not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position, or the statute of limitations concerning such

F-35

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024 (UNAUDITED)

issues lapses. The Company determined there were no uncertain tax provisions, interest or penalties as of September 30, 2025 and December 31, 2024. If there are any interest or penalties, they are expensed as incurred. The Company does not expect the total amount of unrecognized tax benefits to significantly change in the next 12 months.

Foreign Currency Transactions

Transactions in foreign currencies are translated into the functional currency (USD) using exchange rates prevailing at the dates of the transactions. Gains and losses on foreign currency transactions are recognized in Condensed Consolidated Statements of Operations.

Segment

The Company operates in one segment based upon the financial information used by its Chief Operating Decision Maker (“CODM”) in evaluating the financial performance of its business and allocating resources. The single segment represents the Company’s core business of selling salt products to its customers. See Note 18 Segment Information for further information on the Company’s reportable segment.

Recent Accounting Pronouncements

Accounting guidance recently adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires all public entities, including public entities with a single reportable segment, to provide, in interim and annual periods, one or more measures of segment profit or loss used by the chief operating decision maker to allocate resources and assess performance. Additionally, the standard requires disclosures of significant segment expenses and other segment items as well as incremental qualitative disclosures.

The Company adopted ASU 2023-07 effective December 31, 2024, on a retrospective basis. The adoption of 2023-07 did not change the way that the Company identifies its reportable segments and, as a result, did not have a material impact on the Company’s segment-related disclosures. Refer to Note 19 Segment Information for further information on the Company’s reportable segment.

Accounting guidance not yet adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) and in January 2025, the FASB issued ASU No. 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the effective date of ASU 2024-03. ASU 2024-03 will require us to disclose the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization, as applicable, included in certain expense captions in the Condensed Consolidated Statements of Operations, as well as qualitatively describe remaining amounts included in those captions. ASU 2024-03 will also require us to disclose both the amount and the Company’s definition of selling expenses. ASU 2024-03 is effective for public business entities for annul periods beginning after December 15, 2026. We will adopt ASU 2024-03 in our condensed consolidated financial statements as of and for the year ending December 31, 2027 using a prospective transition method.

In July 2025, the FASB issued ASU 2025-05, Financial

        Instruments - Credit Losses \(Topic 326\): Measurement of Credit Losses for Accounts Receivable and Contract Assets \(“ASU 2025-05”\). ASU 2025 amends the guidance in ASC 326 to simplify the estimation of credit losses on current accounts
      receivable and current contract assets arising from transactions accounted for under ASC 606. The amendments allow all entities to elect a practical expedient to assume that the current conditions as of the balance sheet date will remain
      unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on these assets. Entities are required to disclose their practical expedient and accounting policy
      elections. The amendments are effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years. We will adopt ASU 2025-5 in our consolidated financial statements as of and for the year ending
      December 31, 2026. We do not anticipate significant impact in adopting this standard.

F-36

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024 (UNAUDITED)

The Company continues to monitor new accounting pronouncements issued by the FASB and does not believe any accounting pronouncements issued through the date of this report will have a material impact on the Company’s condensed consolidated financial statements.

Note 3. Accounts receivable

Accounts receivable, net of allowance for expected credit losses, is as follows:

September 30,<br><br> <br>2025 December 31,<br><br> <br>2024
Accounts receivable $13,177,483 $13,927,099
Less: allowance for expected credit losses (375,743) (412,392)
Total $12,801,740 $13,514,707

Note 4. Inventories

Inventories are as follows:

September 30,<br><br> <br>2025 December 31,<br><br> <br>2024
Finished goods $2,478,662 $2,447,002
Packaging and supplies 4,504,467 3,934,524
Maintenance materials 2,270,872 2,485,517
Total 9,254,001 8,867,043

Maintenance materials exclude certain materials of $5.6 million and $4.8 million as of September 30, 2025 and December 31, 2024, respectively, that are not expected to be consumed within the next twelve months. These amounts are classified under other inventories in the Condensed Consolidated Balance Sheets. Finished goods are shown at net realizable amount which includes write downs for obsolescence $0.3 million and $0.2 million as of September 30, 2025 and December 31, 2024, respectively.

In September 2024, the Company incurred loss due to fire in one of its leased warehouses. As a result of the incident, the Company wrote off approximately $0.8 million of inventory, which was fully recovered from the insurance.

Note 5. Prepaid expenses

Prepaid expenses are as follows:

September 30,<br><br> <br>2025 December 31,<br><br> <br>2024
Prepaid insurance $994,210 $751,562
Prepaid real estate taxes 108,056 57,526
Prepaid health benefits 31,233 31,233
Other prepaid expenses 267,215 228,507
Total $1,400,714 $1,068,828

F-37

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024 (UNAUDITED)

Note 6. Plant, property and equipment, net

Plant, property and equipment, net are as follows:

September 30,<br><br> <br>2025 December 31,<br><br> <br>2024
Land $2,000,900 $2,000,900
Buildings and improvements 18,686,424 18,212,581
Machinery and equipment 65,623,930 58,826,588
Salt reserves 275,302,068 275,302,068
Construction in process 5,500,842 7,948,034
367,114,164 362,290,171
Accumulated depreciation and depletion (44,286,086) (34,229,730)
$322,828,078 $328,060,441

Depreciation and depletion expense are included in the following financial statement line items in the Condensed Consolidated Statements of Operations for the nine months ended:

September 30,<br><br> <br>2025 September 30,<br><br> <br>2024
Cost of revenue $9,897,206 $8,598,132
Selling, general and administrative expense 166,820 141,308
Total $10,064,026 $8,739,440

The Company recognized a loss from disposal of $39 thousand and $0.1 million on the Condensed Consolidated Statements of Operations for the nine months ended September 2025 and 2024, respectively.

Note 7. Goodwill and Intangible assets

Goodwill

Goodwill as of September 30, 2025 and December 31, 2024 amounted to $28.1 million for both periods. There was no impairment of goodwill for the nine months ended September 30, 2025 and for the year ended December 31, 2024.

Intangible Assets

Intangible assets and related accumulated amortization which are included in intangible assets, net in the Condensed Consolidated Balance Sheets are as follows:

As of September 30, 2025
Gross<br><br> <br>Carrying<br><br> <br>Amount Accumulated<br><br> <br>Amortization Amount
Tradename $21,800,000 $(6,353,422) $15,446,578
Customer relationships 2,400,000 (654,088) 1,745,912
$24,200,000 $(7,007,510) $17,192,490
As of December 31, 2024
--- --- --- ---
Gross<br><br> <br>Carrying<br><br> <br>Amount Accumulated<br><br> <br>Amortization Amount
Tradename $21,800,000 $(5,219,318) $16,580,682
Customer relationships 2,400,000 (537,333) 1,862,667
$24,200,000 $(5,756,651) $18,443,349

F-38

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024 (UNAUDITED)

Amortization expense of the finite-lived intangible assets for the nine months ended September 30, 2025 and September 30, 2024 was $1.3 million, and is included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. The estimated net amortization expense for the finite-lived intangible assets for the next five years is $0.4 million for the remaining three months ended December 31, 2025, $1.7 million per year for next five years, and $8.3 million thereafter. The remaining useful lives for the intangible assets is approximately 10 years.

Note 8. Accrued liabilities

Accrued liabilities consisted of the following:

September 30,<br><br> <br>2025 December 31,<br><br> <br>2024
Accrued payroll, bonus and employee benefits $3,299,944 $3,816,973
Insurance accruals 781,407 484,107
Other accruals 1,243,072 852,737
Total $5,324,423 $5,153,817

Note 9. Asset retirement obligations

The following summarizes the changes in the asset retirement obligation during the period:

September 30,<br><br> <br>2025 December 31,<br><br> <br>2024
Asset retirement obligation, beginning of the period $751,834 $549,171
Liabilities incurred — 124,184
Changes in estimated obligations (16,000) —
Accretion of expense 61,184 78,479
Asset retirement obligation, end of the period $797,018 $751,834

In connection with certain contracts, the Company is required to hold surety bonds. These bonds are supported by a general agreement of indemnity in favor of the sureties. As of September 30, 2025 and December 31, 2024, the Company had surety bonds outstanding with an aggregate stated amount of $1.1 million. The bonds relate primarily to the salt well plugging projects and generally expire and are renewed annually.

The Company’s estimated abandonment costs related to plugging and abandonment of injection wells under these surety bonds are reported as part of asset retirement obligation in the Condensed Consolidated Balance Sheets. As of September 30, 2025 and December 31, 2024, management has not identified any defaults, and no accrual related to these bonds has been recorded. Bond premiums paid are recorded as prepaid expenses and amortized over the period of benefit.

Note 10. Long-term debt

September 30,<br><br> <br>2025 December 31,<br><br> <br>2024
Term loan $207,300,000 $220,040,000
Unamortized debt issuance (1,405,649) (1,943,328)
Current portion (2,320,000) (2,320,000)
Long-term portion $203,574,351 $215,776,672

In July 2021, the Company entered into a credit agreement with Ares Capital Corporation, as the administrative agent, and other parties thereto. The credit agreement consists of a $232 million term loan, and up to $25 million of revolving line of credit.

F-39

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024 (UNAUDITED)

Interest rate for the term loan and revolving line of credit is the greater of 4.50% plus prime rate, NYFRB (New York Federal Reserve Bank) rate plus 5.00% or SOFR (subject to .75% floor) plus 5.50%-5.65%. Interest rate for the term loan and revolving line of credit as of September 30, 2025 was 9.70%, which was SOFR plus 5.40%. Interest rate for the term loan and revolving line of credit as of September 30, 2024 was 10.70%, which was SOFR plus 5.40%.

The term loan requires quarterly principal payments of $580 thousand commencing on March 31, 2022 through maturity date of July 19, 2028, at which time the remaining principal balance is due. The term loan is subject to mandatory excess cash flow payments commencing for the year ended December 31, 2022 as defined in the credit agreement, not to exceed $5 million for any fiscal year. As of September 30, 2025 and December 31, 2024, the Company was not required to make additional term loan repayments due to Excess Cash Flow. The revolving line of credit expires on July 19, 2026 and is subject to commitment fee of 0.50% per annum. The Company had no borrowings outstanding on the revolving line of credit as of September 30, 2025 and December 31, 2024. The unused amount of credit available under this facility is $25.0 million as of September 30, 2025 and December 31, 2024.

The term loan and the revolving line of credit are secured by substantially all of the assets of the Company and subject to certain financial covenants. The Company was in compliance with all financial covenants as of September 30, 2025 and December 31 2024.

In relation to the credit agreement, the Company paid debt issuance cost of $5.1 million, which is amortized over the life of the credit agreement using effective interest rate of 6.83%. Amortization of debt issuance cost for the nine months ended September 30, 2025 and 2024 was $0.5 million and $0.6 million, respectively, and is included in interest expense in the Condensed Consolidated Statements of Operations.

The following table summarizes the maturities of the principal amount of total debt due as of September 30, 2025 for the remainder of 2025 and succeeding years are as follows:

2025 $580,000
2026 2,320,000
2027 2,320,000
2028 202,080,000
$207,300,000

Note 11. Fair value measurement

U.S. GAAP establishes a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires us to use observable inputs when available and to minimize the use of unobservable inputs when determining fair value. The three tiers are defined as follows:

• Level 1 - Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities;
• Level 2 - Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
--- ---
• Level 3 - Unobservable inputs for which there is little or no market data, and which require us to develop our own estimates<br> and assumptions reflecting those that a market participant would use.
--- ---

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs. There were no instruments measured at fair value on a recurring basis using significant unobservable inputs during the nine months ended September 30, 2025 and for the year ended December 31, 2024.

F-40

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024 (UNAUDITED)

The valuation techniques that may be used to measure fair value are as follows:

• Market approach - Uses prices and other relevant information generated by market transactions involving identical or comparable<br> assets or liabilities;
• Income approach - Uses valuation techniques to convert future amounts to a single present amount based on current market<br> expectations about those future amounts; and
--- ---
• Cost approach - Based on the amount that currently would be required to replace the service capacity of an asset (i.e.,<br> replacement cost).
--- ---

All of our money market funds are classified within Level I of the fair value hierarchy because they were valued using quoted prices in active markets.

Our cash and cash equivalents consisted of the following:

September 30, 2025
Carrying Value Fair Value
Cash $419,655 $419,655
Money Market funds 5,653,894 5,653,894
Total cash and cash equivalents 6,073,549 6,073,549
December 31, 2024
--- --- ---
Carrying Value Fair Value
Cash $179,541 $179,541
Money Market funds 7,182,490 7,182,490
Total cash and cash equivalents 7,362,031 7,362,031

Disclosure of Fair Values

The carrying amounts of accounts receivable, accounts payable and accrued expenses approximate their fair value as of September 30, 2025 and December 31, 2024 due to the relatively short duration of these instruments. Additionally, the carrying value of our debt associated with the term loan facility approximates fair value because the interest rates are variable and reset on relatively short durations to then-market rates.

Note 12. Member’s equity

In connection with the formation of the Company, the capital structure consists of one class of Member’s Units (the “Units”). 100 Units were issued to US Salt Intermediate Holdings, LLC in connection with acquisition of the Company in July 2021, and are outstanding as of September 30, 2025 and December 31, 2024.

Note 13. Earnings per unit

Basic and dilutive net income or loss per unit is calculated by dividing net income or loss available to unitholders by the weighted average member units outstanding for the respective period. The following table shows the calculation of basic and diluted earnings per unit for the nine months ended:

September 30,<br><br> <br>2025 September 30,<br><br> <br>2024
Net income $10,616,031 $2,128,627
Weighted average member units outstanding 100 100
Earnings per unit (basic and diluted) $106,160.31 $21,286.27

Note 14. Unit-based Compensation

In 2022, the Company approved an Equity Incentive Pool Plan (the “Incentive Plan”) which provides for the issuance of units of Parent Holdings, the majority owner of Intermediate Holdings (the Company’s Parent), to certain employees

F-41

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024 (UNAUDITED)

and members of the Board of Directors of the Company which allows the recipients to potentially participate in a future increase in the value of the Company. Although the units are issued by Parent Holdings, the Company recognizes compensation expense in its condensed consolidated financial statements because its employees and members of the Board of Directors provide services to the Company and benefit from the awards. The units are issued for no consideration.

Based on the terms of Class B incentive unit grant agreements, Class B incentive units are issued to the Company’s certain employees and members of the Board of Directors. In each of the grant agreements, 40% of the total Class B incentive units granted has service conditions, which is service-based vesting (“time-vesting incentive units”), and 60% of the total Class B incentive units granted has both service and performance conditions (“performance-based incentive units”). Time-vesting incentive units vests over the requisite service period of five years, subject to the recipient remaining an employee or member of the Board of Director of the Company through each vesting date. The performance-based incentive units may vest upon the consummation of a sale of Parent Holding, provided the participants have remained continuously employed or provided services from the vesting start date through the sale date. Vesting occurs in three tranches as follows: (i) one-third of the performance-based incentive units vest upon the consummation of a sale of the Parent Holdings if the Investor Return is equal to or greater than 2.0; (ii) an additional one-third of the performance-based incentive units vest upon the consummation of a sale of the Parent Holdings if the Investor Return is equal to or greater than 2.5; and (iii) an additional one-third of the performance-based incentive units vest upon the consummation of a sale of the Parent Holdings if the Investor Return is equal to or greater than 3.0. The performance-based incentive units that do not vest upon the consummation of a sale of the Parent Holdings shall be immediately forfeited upon such sale of the Parent Holdings with no compensation or other payment due to the employee and Board of Directors. No expense was recognized for the nine months ended September 31, 2025 and for the year ended December 31, 2024 for the performance-based incentive units as it is not probable that the performance conditions will be met.

Vested Class B incentive units that are performance-based incentive units are subject to a “Participation Threshold” before distribution of profit or distribution of sales proceeds from the sale of Parent Holdings. Unless otherwise determined by the Board of Directors (the “Board”) of Parent Holdings, on the date of each grant of Class B incentive units, pursuant to a grant made under an incentive unit grant agreement or similar agreement, the Board of Directors shall establish an initial "Participation Threshold" amount in respect of each Class B incentive unit granted on such date. The initial Participation Threshold in respect of a Class B incentive unit shall be equal to or greater than (i) the amount that would be distributed with respect to a Class A incentive unit ratably among Class A unitholders until the aggregate unreturned capital of Class A incentive units has been reduced to zero in a hypothetical transaction in which Parent Holdings sold all of its assets for Fair Market Value and distributed the proceeds therefrom in liquidation of Parent Holdings as determined immediately prior to the issuance of such Class B incentive unit, but taking into account all Capital Contributions, if any, with respect to any Unit issued as part of the issuance of such Class B incentive unit) minus (ii) the total Capital Contributions (if any) made by the holder receiving such Class B incentive unit with respect to all Class B incentive units received by such holder as part of the same issuance. Parent Holdings may periodically update the initial Participation Threshold from time to time as necessary to reflect any adjustments to the Participation Thresholds of outstanding Class B incentive units required. As of September 30, 2025, and December 31, 2024, the Participation Thresholds of Class B incentive units were $193.6 million and $193.5 million, respectively.

The following table summarizes incentive unit activity for the nine months ended September 30, 2025 and 2024:

Number<br><br> <br>of<br><br> <br>Units Weighted<br><br> <br>Average<br><br> <br>Exercise<br><br> <br>Price Weighted<br><br> <br>Average<br><br> <br>Remaining<br><br> <br>Term<br><br> <br>(In Years)
Outstanding, January 1, 2024 17,594 1,000 3.61
Granted 681 1,000 —
Repurchased (318) 1,000 —
Outstanding, September 30, 2024 17,957 $1,000 2.93
Outstanding, January 1, 2025 17,957 $1,000 2.68

F-42

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024 (UNAUDITED)

Number<br><br> <br>of<br><br> <br>Units Weighted<br><br> <br>Average<br><br> <br>Exercise<br><br> <br>Price Weighted<br><br> <br>Average<br><br> <br>Remaining<br><br> <br>Term<br><br> <br>(In Years)
Granted — — —
Repurchased (239) 1,000 —
Forfeited (756) 1,000 —
Outstanding, September 30, 2025 16,922 $1,000 2.00
Exercisable, September 30, 2025 3,201 $1,000 1.81

Under the valuation methodology theory underlying the option pricing model, the fair value of the Class B incentive units compensation is comprised of intrinsic and extrinsic values. Considering the specific features and attributes of the Class B incentive units, the entire fair value of the units is comprised of the underlying extrinsic value (i.e., the present value of the potential future benefits as of the respective measurement dates) while no value is assigned to the intrinsic value as of the nine months ended September 30, 2025 and 2024. The weighted-average grant date fair value of incentive unit awards granted during the nine months ended September 30, 2025 and 2024 were $382.20 and $381.31, respectively.

As of September 30, 2025, the remaining unrecognized compensation expense for the time-vesting incentive units were $1.1 million.

Note 15. Retirement plan

The Company has a defined contribution 401(k) retirement plan (the “401(k) Plan”), which covers union and non-union employees, to provide retirement benefits for all eligible employees. Employees, who are over 18 years of age and have completed 90 days of services, are eligible to participate in the 401(k) Plan. The 401(k) Plan allows eligible employees to make salary-deferred contributions up to 75% of their pre-tax annual compensation, as defined in the 401(k) Plan, as long the total contributed does not exceed the maximum annual amount under the Internal Revenue Code. Long-term part-time employees may be eligible to make payroll contributions to the 401(k) Plan if such long-term part-time employees work at least 500 hours but less than 1,000 hours during three consecutive 12-month periods. However, Long-term part-time employees may not be eligible for the employer contributions.

Union Employees – The 401(k) Plan has a profit-sharing feature that the Company makes an annual contribution of 2.5% of the employee’s eligible gross compensation each year from 2019 through 2025 based on the Summary of Benefits and Coverage document. Company contributions vest 100% upon the completion of the first year of service.

Non-Union Employees – The Company makes a semi-monthly Safe Harbor contribution of 100% of the employees’ contribution for that pay period for the first 3% and 50% of the remaining 2%, up to a maximum of 5% of the employee’s eligible gross compensation for that pay period. Company’s Safe Harbor contributions vest 100% immediately.

The Company’s employer portion of contributions, for the nine months ended September 30, 2025 and 2024, were $0.2 million and $0.2 million, respectively.

Note 16. Related party transaction

Management Fees

On July 19, 2021, the Company entered into a Professional Services Agreement with Emerald Lake, who will provide financial and management consulting services. Emerald Lake agreed to consult with the Company’s Board of Directors and the oversight of the management on business and financial matters including company strategy, budgeting of future Company investments, acquisition and divestiture strategies; and debt and equity financings. In consideration of Emerald Lake’s services, the Company pays to Emerald Lake an annual management fee (the “Management Fee”) the greater of $1.9 million or 1% of Emerald Lake Investment. The Management Fee is payable in cash in quarterly installments equal to the greater of $0.5 million and 0.25% of Emerald Lake Investment. The Management Fee for the nine months ended September 30, 2025 and 2024 is $1.4 million; and was reported in the selling, general, and

F-43

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024 (UNAUDITED)

administrative expenses in the accompanying Condensed Consolidated Statements of Operations. As of September 30, 2025 and 2024, there are no unpaid management fees in the accompanying Condensed Consolidated Balance Sheets.

Parent Equity Incentive Pool Plan

Certain employees and members of the Board of Directors of the Company were granted participation in the Equity Incentive Pool Plan of Parent Holdings (the “Plan”). The Company recognizes unit-based compensation expenses for awards under the Plan and records the related expenses in its condensed consolidated financial statements as the costs are deemed to be for the benefit of the Company (see Note 14). The compensation expenses recognized under the Plan were recorded by the Company as member contribution.

Parent Holdings Class A Incentive Units and Subscription Notes Receivable

Parent Holdings offers Class A Incentive Units to certain employees and members of the Board of Directors through payments in cash or subscription notes receivable. The issuance of Class A Incentive Units is based on the value approved by the Board of Directors of Parent Holdings. Cash received by the Company on behalf of Parent Holdings for the issuance of Class A Incentive Units of Parent Holdings was recorded as member contribution since the cash is retained by the Company. The Company also collects payments on the subscription notes receivable on behalf of Parent Holdings annually through annual bonus. The bonus payments to employees applied to subscription notes receivable are recorded as member contribution. The Company may make cash payments on behalf of Parent Holdings to repurchase Class A Incentive Units due to termination or departure of an employee. The cash payments made by the Company on behalf of Parent Holdings are recorded as member distribution.

The activities of Class A Incentive units and subscription note receivable held by the Company’s employees and members of the Board of Directors are summarized as follows:

Class A<br><br> <br>Incentive Units Amount Subscription<br><br> <br>Receivable
Outstanding, January 1, 2024 754 $800,000 $525,000
Issuance 57 100,000 —
Repurchase (8) (13,528) (300,000)
Repayment — — (60,000)
Outstanding, September 30, 2024 803 $886,472 $165,000
Outstanding, January 1, 2025 634 $777,057 $165,000
Issuance — — —
Repurchase (17) (11,672) (45,000)
Repayment — — (51,549)
Outstanding, September 30, 2025 617 $765,385 $68,451

The Class A Incentive Units held by the Company’s Board of Directors for the periods ended September 30, 2025 and 2024 are 350 units in the amount of $0.4 million for both years. Subscription receivable is reported net of member’s equity account in the Consolidated Statements of Changes in Member’s Equity.

F-44

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024 (UNAUDITED)

Member Contribution and Member Distribution

The elements of member contribution were as follows:

September 30,<br><br> <br>2025 September 30,<br><br> <br>2024
Cash contribution from member $— $7,191,457
Cash received on behalf of Parent Holdings for the<br> issuance of Class A Incentive Units — 1,883
Payments collected on the subscription notes<br> receivable on behalf of Parent Holdings through annual bonus 51,549 60,000
Unit-based compensation expense 350,857 411,452
Total member contribution $402,406 $7,664,792

The elements of member distribution were as follows:

September 30,<br><br> <br>2025 September 30,<br><br> <br>2024
Tax distributions $(3,495,265) $(7,253,555)
Cash payments made on behalf of Parent Holdings to<br> repurchase Class A Incentive Units due to termination or departure of an employee (201,318) (330,000)
Total member distribution $(3,696,583) $(7,583,555)

Note 17. Commitments and Contingencies

Leases

The Company enters into leases for warehouses, rail cars, forklifts, office equipment, office space and certain other types of property and equipment. The leases consist of operating and financing leases expiring in various years through 2030.

The elements of the lease costs were as follows for the nine months ended:

September 30,<br><br> <br>2025 September 30,<br><br> <br>2024
Operating lease expense:
Operating lease expense $636,096 $635,321
Finance lease expense:
Amortization of lease assets $77,577 $69,231
Interest on lease liabilities 32,207 37,108
Total finance lease cost $109,784 $106,339
Short term lease expense $344,914 $584,041
Variable lease expense 632,341 385,276
Total lease expense $1,723,135 $1,710,977

F-45

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024 (UNAUDITED)

Lease term and discount rate information related to leases was as follows as of nine months ended:

September 30,<br><br> <br>2025 September 30,<br><br> <br>2024
Weighted-average remaining lease term (in years):
Operating leases 2.17 2.53
Finance leases 4.07 5.03
Weighted-average discount rate:
Operating leases 9.76% 19.98%
Finance leases 10.53% 10.68%

Supplemental cash flow information related to leases was as follows for the nine-month ended:

September 30,<br><br> <br>2025 September 30,<br><br> <br>2024
Cash paid for amounts included in the measurement of<br> lease liabilities:
Operating cash flows from finance lease $32,207 $37,108
Operating cash flows from operating leases $638,796 $632,089
Financing cash flows from finance lease $59,301 $54,216
Right-of-use assets obtained in exchange for lease<br> liabilities:
Operating leases $310,909 $1,243,375
Finance leases $65,513 $—

Future maturities of lease liabilities for the remainder of 2025 and succeeding years are as follows as of September 30, 2025:

Operating<br><br> <br>Leases Finance<br><br> <br>Lease
2025 $231,115 $34,546
2026 769,316 138,184
2027 326,850 138,184
2028 105,554 111,460
2029 78,054 71,373
Thereafter — 32,200
Total future undiscounted lease payments 1,510,889 525,947
Imputed interest (171,412) (99,061)
Present value of lease payments 1,339,477 426,886
Current portion 682,121 47,019
Long-term portion of lease payments $657,356 $379,867

Contingencies

The Company is subject to legal proceedings and claims which arise in the ordinary course of business. In the opinion of management, the ultimate outcome of these matters will not be material to the Company’s condensed consolidated financial position, results of operations, or cash flows.

Commitments

The Company is not contractually committed to any planned capital expenditure until actual orders are placed for equipment or services. As of September 30, 2025 and December 31, 2024, the Company had $12.0 million and

$11.0 million for open equipment and construction contracts, respectively.

Note 18. Segment Information

The Company operates as a single segment represented by our core business of producing evaporated and specialty salts serving consumer, food, pharmaceutical, and industrial customers throughout North America. Our Chief Operating

F-46

US SALT HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2025 and 2024 (UNAUDITED)

Decision Maker (“CODM”) neither manages the business nor deliberately allocates resources by service line, geography, or end market. One customer accounted for 14.3% and 14.6% of the Company’s total revenue during the nine months ended September 30, 2025 and 2024, respectively.

The CODM is our Chief Executive Officer. The CODM assesses performance for the Company and decides how to allocate resources based on significant expense categories that contribute to net income (loss), as outlined below. The CODM uses these varying results to prioritize the reinvestment of profits within the Company. These results are also used in assessing the Company’s performance and determining management’s compensation. The CODM does not review assets in evaluating the results of the Company, and therefore, such information is not presented.

The following tables provide the operating financial results of the Company for the nine months ended:

September 30,<br><br> <br>2025 September 30,<br><br> <br>2024
Revenue $98,290,999 $90,647,601
Cost of revenue 51,170,350 50,427,882
Depreciation, amortization and depletion 11,314,887 9,990,301
Selling expense 2,897,661 2,570,526
Administrative expense 3,205,266 2,790,575
Interest expense 16,157,308 18,699,817
Other segment items 2,929,496 4,039,873
Net income $10,616,031 $2,128,627
Capital expenditures - purchases of plant, property and equipment $(6,056,558) $(8,416,453)

Other segment items include loss due to casualty; foreign currency gain (loss), unit-based compensation expenses, management fees paid to Emeral Lake, and certain non-recurring expenses including severance expense, and retention bonuses, consulting fees paid to Board of Director, and other consulting fees etc.

Note 19. Subsequent events

Management has performed an analysis of the activities and transactions subsequent to September 30, 2025 to determine the need for any adjustments to and disclosures within the condensed consolidated financial statements for the period ended September 30, 2025. Management has performed their analysis through December 23, 2025, the date the condensed consolidated financial statements were available to be issued.

On December 8, 2025, ContextLogic Holdings Inc. (“ContextLogic”), incorporated in the state of Delaware and traded on the OTC (Over-the-Counter) market under the trade symbol LOGC, entered into a Purchase Agreement (the “Purchase Agreement,” or the “Transaction”) with the various parties to acquire Parent Holdings and its subsidiaries, which include the Company. Under the proposed terms of the Purchase Agreement, the aggregated transaction consideration to be paid is approximately $907.5 million, subject to customary adjustments for working capital, cash, and debt. ContextLogic expected to fund the cash portion of the consideration through a combination of $215 million in new term debt and a $25 million of revolving facility, $115 million in rights offering and existing cash reserves. Additionally, ContextLogic will settle the estimated total indebtedness of $206 million of the Company. The transaction consideration also includes $324 million in rollover equity to ContextLogic, payment of estimated seller transaction expenses and employee ownership bonus payout, and $3 million of escrow funding and expense reserve funding. After these adjustments, the estimated cash consideration will be approximately $366 million. The board of directors of both ContextLogic and Parent Holdings have approved the proposed Purchase Agreement. The Transaction is expected to close in the first half of 2026 subject to customary approvals and closing conditions. ContextLogic intends to pursue a listing on a national securities exchange following the closing of the Transaction.

F-47

Exhibit 99.5

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information (the “Unaudited Pro Forma Financial Information”) has been prepared in accordance with Article 11 of Regulation S-X of the SEC based on the historical consolidated financial statements of the Company and US Salt Holdings, LLC, and subsidiaries (such entities, taken together, comprising the salt production, manufacturing and distribution business of US Salt and its subsidiaries (“US Salt” or the “Seller”)) as indicated below, and is intended to provide information about how the Transactions might have affected the Company’s historical consolidated financial statements. The Unaudited Pro Forma Financial Information reflects the historical consolidated financial statements of US Salt Holdings, LLC, the wholly owned subsidiary of US Salt Parent Holdings, LLC. US Salt Parent Holdings, LLC is a holding company without separate operations or financial statements other than its investment in US Salt Holdings, LLC.

On December 8, 2025, the Company announced that it has entered into a Purchase Agreement with US Salt, under which US Salt is expected to become a subsidiary of the Company upon completion of the Transaction. US Salt is a leading provider in the evaporated salt market, specializing in the extraction, refinement, and packaging of specialty salts. Its products serve diverse sectors, including retail grocery, pharmaceuticals, industrial applications, and food service. Under the proposed terms of the Purchase Agreement, the Company intends to acquire US Salt for approximately $908 million (the “consideration transferred”). The cash portion of the consideration transferred (the “cash consideration”) is expected to be funded through a combination of $215 million in new term debt, $115 million in proceeds from rights offering, $75 million in proceeds from sales of preferred units, and existing cash reserves (see Note 7). Out of the total consideration transferred of $908 million, the Company will settle the sellers’ indebtedness of $206 million. The consideration transferred also includes $324 million in rollover equity (the “equity consideration”).

The Unaudited Pro Forma Balance Sheet as of September 30, 2025 combines the historical unaudited condensed consolidated balance sheet of ContextLogic and the historical unaudited condensed consolidated balance sheet of US Salt, each as of September 30, 2025, and depicts adjustments reflecting the accounting for the Transaction as if it had occurred on that date. The Unaudited Pro Forma Statement of Operations for the year ended December 31, 2024 and the nine months ended September 30, 2025 reflect the combination of (i) the historical audited consolidated statement of operations of ContextLogic for the year ended December 31, 2024 adjusted for the disposition of the Wish platform to eliminate operations of the Asset Sale that completed on April 18, 2024 (refer to Note 2), and its historical unaudited condensed consolidated statement of operations for the nine months ended September 30, 2025, with (ii) the historical audited consolidated statement of operations of US Salt for the year ended December 31, 2024, and its historical unaudited condensed consolidated statement of operations for the nine months ended September 30, 2025, and depicts the adjustments reflected on the Unaudited Pro Forma Balance Sheet assuming those adjustments were made on January 1, 2024.

The Unaudited Pro Forma Financial Information has been developed from and should be read in conjunction with:

• the accompanying notes to the Unaudited Pro Forma Financial Information;
• the historical audited consolidated financial statements of ContextLogic (further described under Note 2) for the year<br> ended December 31, 2024, included in the ContextLogic’s Annual Report on Form 10-K, filed with the SEC on March 12, 2025;
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• the historical unaudited condensed interim consolidated financial statements of ContextLogic for the nine months ended<br> September 30, 2025, included in ContextLogic’s Quarterly Report on Form 10-Q, filed with the SEC on October 28, 2025;
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• the historical audited consolidated financial statements of US Salt for the year ended December 31, 2024, included<br> elsewhere in this prospectus; and
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• the historical unaudited condensed interim consolidated financial statements of US Salt for the nine months ended<br> September 30, 2025, included elsewhere in this prospectus.
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The adjustments reflected in the Unaudited Pro Forma Financial Information depicting the accounting for the Transaction is presented using the acquisition method of accounting, with ContextLogic as the accounting acquirer and US Salt as the acquiree. Under the acquisition method of accounting, the consideration transferred is allocated to the underlying tangible and intangible assets acquired and liabilities assumed of US Salt based mostly on their respective fair market values with any excess consideration transferred allocated to goodwill.

The Unaudited Pro Forma Financial Information is presented for informational purposes only. The information has been prepared in accordance with Article 11 of Regulation S-X of the SEC as amended by the final rule, Release No. 33-10786

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“Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using the assumptions set forth in the notes to the Unaudited Pro Forma Financial Information. Both ContextLogic and US Salt historical financial statements were prepared in accordance with GAAP and presented in U.S. dollars.

The information is not necessarily indicative of the financial position and results of operations that actually would have been achieved had the Transaction occurred as of the dates indicated herein, nor do they purport to project the future financial position and operating results of the combined company. The Unaudited Pro Forma Financial Information also does not reflect the costs of any integration activities or cost savings or synergies expected to be achieved as a result of the Transaction, and, accordingly, do not attempt to predict or suggest future results.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of September 30, 2025

(In millions of U.S. dollars)

Assuming 0% Rights <br> <br> Offering Participation Assuming 100% Rights <br> <br> Offering Participation
Historical<br><br> <br>ContextLogic<br><br> <br>Holdings Inc. Historical<br><br> <br>US Salt<br><br> <br>Holdings,<br><br> <br>LLC Purchase <br> <br> Accounting <br> <br> and <br> <br> Financing <br> <br> Adjustments Pro Forma<br><br> <br>Combined Purchase <br> <br> Accounting <br> <br> and <br> <br> Financing <br> <br> Adjustments Pro Forma<br><br> <br>Combined
Assets
Current assets
Cash and cash equivalents $102 $6 (584) $45 (584) $45
116 116
405 405
Marketable securities 116 — (116) — (116) —
Prepaid expenses and other current assets — 1 — 1 — 1
Accounts receivable — 13 — 13 — 13
Inventory — 9 1 10 1 10
Total current assets 218 29 (178) 69 (178) 69
Noncurrent assets
Property, plant and equipment — 323 35 358 35 358
Goodwill — 28 908 183 908 183
(327) (327)
(35) (35)
(1) (1)
(206) (206)
(184) (184)
Other intangible assets — 17 327 344 327 344
Right-of-use asset — 2 — 2 — 2
Other noncurrent assets — 6 — 6 — 6
Total noncurrent assets — 376 517 893 517 893
Total assets $218 $405 339 $962 339 $962
Liabilities, Redeemable Non-controlling Interest,<br> and Equity
Current liabilities
Accrued liabilities $— $5 26 $31 26 $31
Accounts payable — 7 — 7 — 7
Current portion of lease liability — 1 — 1 — 1
Current maturities of long-term debt — 2 (2) 2 (2) 2
2 2
Total current liabilities — 15 26 41 26 41

All values are in US Dollars.

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Unaudited Pro Forma Condensed Combined Balance Sheet

As of September 30, 2025

(In millions of U.S. dollars)

Assuming 0% Rights <br> <br> Offering Participation Assuming 100% Rights <br> <br> Offering Participation
Historical<br><br> <br>ContextLogic<br><br> <br>Holdings Inc. Historical<br><br> <br>US Salt<br><br> <br>Holdings,<br><br> <br>LLC Purchase <br> <br> Accounting <br> <br> and <br> <br> Financing <br> <br> Adjustments Pro Forma<br><br> <br>Combined Purchase <br> <br> Accounting <br> <br> and <br> <br> Financing <br> <br> Adjustments Pro Forma<br><br> <br>Combined
Noncurrent liabilities
Long-term debt — 204 (204) 213 (204) 213
213 213
Long-term portion of lease liability — 1 — 1 — 1
Asset retirement obligation — 1 — 1 — 1
Total noncurrent liabilities — 206 9 215 9 215
Total liabilities — 221 35 256 35 256
Redeemable non-controlling interest 77 — 75 — 75 —
(152) — (152)
Total redeemable<br> non-controlling interest 77 — (77) — (77) —
Stockholders’ equity
Preferred stock — — — — — —
Common stock — — — — — —
Additional paid-in capital 3,482 182 324 3,686 324 3,850
(182) (182)
115 115
(235) (71)
Accumulated deficit (3,341) 2 (2) (3,367) (2) (3,367)
(26) (26)
Total stockholders’ equity 141 184 (6) 319 158 483
Equity attributable to<br> non-redeemable non-controlling interest — — 387 387 223 223
Total equity 141 184 381 706 381 706
Total liabilities, redeemable<br> non-controlling interest, and equity $218 $405 339 $962 339 $962

All values are in US Dollars.

See accompanying notes to unaudited pro forma condensed combined financial information.

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Unaudited Pro Forma Condensed Combined Statement of Operations

For the Nine Months ended September 30, 2025

(In millions of U.S. dollars, shares in thousands, except per share data)

Assuming 0% Rights <br> <br> Offering Participation
Historical <br> <br> ContextLogic <br> <br> Holdings Inc. Purchase <br> <br> Accounting <br> <br> and <br> <br> Financing <br> <br> Adjustments Pro Forma <br> <br> Combined Pro Forma<br><br> <br>Combined
Revenue — — 98 $98
Cost of revenue — — 61 61
Gross profit — — 37 37
Operating expenses
Sales and marketing — — — —
Product development — — — —
General and administrative 16 17 44 44
1
Total operating expenses 16 18 44 44
Operating income (loss) (16) (18) (7) (7)
Interest income (expense), net 6 10 (8) (8)
(8)
Other income (expense), net
Gain on Asset Sale — — — —
Total other income (expense), net — — — —
Income (loss) before provision<br> for income taxes (10) (16) (15) (15)
Provision for income taxes — — — —
Net income (loss) (10) (16) (15) (15)
Adjustments attributable to non-controlling<br> interest (4) — (4) (4)
Net loss (income) attributable to non-controlling<br> interest (1) (1) (2) (1)
Net income (loss) attributable<br> to common stockholders (15) (17) (21) $(20)
Net loss per share attributable<br> to common stockholders, basic and diluted (0.57) (0.47) $(0.29)
Weighted-average shares used in<br> computing net loss per share attributable to common to stockholders, basic and diluted 26,532 44,859 68,817

All values are in US Dollars.

See accompanying notes to unaudited pro forma condensed combined financial information.

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Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year ended December 31, 2024

(In millions of U.S. dollars, shares in thousands, except per share data)

Assuming 0% Rights <br> <br> Offering Participation
Historical <br> <br> ContextLogic <br> <br> Holdings Inc.<br> <br> (See Note 2) Purchase <br> <br> Accounting <br> <br> and <br> <br> Financing <br> <br> Adjustments Pro Forma <br> <br> Combined Pro Forma<br><br> <br>Combined
Revenue — — 123 $123
Cost of revenue — — 80 80
Gross profit — — 43 43
Operating expenses
Sales and marketing — — — —
Product development — — — —
General and administrative 15 22 78 78
2
26
Total operating expenses 15 50 78 78
Operating income (loss) (15) (50) (35) (35)
Interest income (expense), net 5 19 (11) (11)
(11)
Other income (expense), net
Gain on Asset Sale 4 — 4 4
Total other income (expense), net 4 — 4 4
Income (loss) before income<br> taxes (6) (42) (42) (42)
Provision for income taxes — — — —
Net income (loss) (6) (42) (42) (42)
Adjustments attributable to non-controlling<br> interest — — — —
Net loss (income) attributable to non-controlling<br> interest — 3 3 2
Net income (loss) attributable<br> to common stockholders (6) (39) (39) $(40)
Net income (loss) per share<br> attributable to common stockholders, basic and diluted (0.23) (0.89) $(0.59)
Weighted-average shares used in<br> computing net loss per share attributable to common to stockholders, basic and diluted 25,690 44,017 67,975

All values are in US Dollars.

See accompanying notes to unaudited pro forma condensed combined financial information.

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Notes to Unaudited Pro Forma Condensed Combined Financial Information

Note 1 – Basis of Presentation

The Transaction will be accounted for using the acquisition method of accounting, as prescribed in ASC 805, under GAAP, which requires an allocation of the consideration transferred to the assets acquired and liabilities assumed, based on their fair values as of the date of the Transaction. As of the date of this Unaudited Pro Forma Financial Information, ContextLogic has not completed the detailed valuation study necessary to arrive at the required final estimates of the fair value of US Salt’s assets to be acquired and liabilities to be assumed and the related allocations of consideration transferred.

A final determination of the fair value of US Salt’s assets and liabilities, including property, plant and equipment will be based on the actual property, plant and equipment of US Salt that exists as of the closing date of the Transaction and, therefore, cannot be made prior to the consummation of the Transaction. As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The preliminary pro forma adjustments have been made solely for the purpose of preparing the Unaudited Pro Forma Financial Information presented herein.

Due to the range of possible outcomes related to the Rights Offering, two scenarios have been presented within the Unaudited Pro Forma Balance Sheet and Unaudited Pro Forma Statements of Operations. As Management believes there is not a more likely scenario between the minimum and maximum range of outcomes related to the Rights Offering, 0% participation (representing a scenario where no proceeds from the Rights Offering is received) and 100% participation (representing a scenario where $115 million is received from the Rights Offering) have been utilized.

In the event of no or limited participation in the Rights Offering, Abrams Capital and BCP have agreed to fund cash of $115 million expected in the Rights Offering through the Backstop Agreements. See “Use of Proceeds” for further information on the Backstop Agreements. The cash provided by Abrams Capital and BCP will be through the purchase of common stock of the Company and preferred units, respectively. Therefore, changes in participation in the Rights Offering will result in related changes to the final amount of non-controlling interest and net loss (income) attributable to non-controlling interest. Assuming 0% participation in the Rights Offering and in accordance with the Backstop Agreements, Abrams Capital will purchase 2.9 million ContextLogic common shares in the amount of $23 million and BCP will purchase 11.5 million Preferred Units in the amount of $92 million. The effect of these scenarios are presented throughout the Unaudited Pro Forma Financial Information.

Until the Transaction is completed, both companies are limited in their ability to share certain information. Upon closing of the Transaction, a final determination of fair value of US Salt’s assets and liabilities will be performed. Any increases or decreases in the fair value of assets acquired and liabilities assumed upon completion of the final valuations will result in adjustments to the Unaudited Pro Forma Balance Sheet and Unaudited Pro Forma Statements of Operations. The final allocation of the consideration transferred may be materially different than that reflected in the preliminary pro forma allocation of consideration transferred presented herein.

Note 2 – ContextLogic Holdings Inc. Adjusted Historical Financial Statements

ContextLogic previously operated a global e-commerce platform called Wish, which generated revenue through marketplace and logistics services for merchants. On February 10, 2024, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Qoo10 Inc., a Delaware corporation. Subsequently, on April 18, 2024, holders of a majority of the Company’s outstanding common stock approved the Asset Sale. Following this approval and the fulfilment of customary closing conditions, the transaction closed on April 19, 2024.

As a result, the Wish platform and all related operating assets were sold to Qoo10 Inc. The Company continued to operate as a public company and had operations focused on pursuing new strategic transactions.

The Company’s historical audited consolidated financial statements for the year ended December 31, 2024, have been adjusted to reflect the Company’s results of operations following the Asset Sale. The historical results of operations include income and expenses attributable to the Wish platform; therefore, material adjustments have been made to eliminate such income and expenses in order to present the Company’s results of operations without the Wish platform. The adjustments presented in the Unaudited Pro Forma Financial Information have been derived based on discussions with the Company’s management and due diligence procedures. See Note 6 for earnings per share amounts which incorporate the adjustment to the Company’s historical audited consolidated financial statements.

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The following table presents the:

• historical balances of ContextLogic for the year ended December 31, 2024, included in ContextLogic’s Annual Report on<br> Form 10-K, filed with the SEC on March 12, 2025.
• Wish-related balances: includes revenues, expenses, and other financial statement items directly attributable to the Wish<br> platform and its associated marketplace and logistics operations. These amounts have been identified and removed to present the Company’s adjusted results of operations following the Asset Sale. The amounts pertaining to Wish have<br> been derived based on discussions with the Company’s management.
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• adjusted historical balances, which reflect the Company’s results of operations for the year ended December 31, 2024, after<br> eliminating the income and expenses pertaining to the Wish platform.
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For the year ended December 31, 2024
--- --- --- ---
Historical<br><br> <br>ContextLogic Asset Sale<br><br> <br>Adjustments Adjusted<br><br> <br>Historical<br><br> <br>ContextLogic
Revenue $43 $(43) $—
Cost of revenue 36 (36) —
Gross profit 7 (7) —
Operating expenses
Sales and marketing 18 (18) —
Product development 26 (26) —
General and administrative 42 (27) 15
Total operating expenses 86 (71) 15
Operating income (loss) (79) 64 (15)
Interest income (expense), net 6 (1) 5
Other income (expense), net
Gain on Asset Sale 4 — 4
Total other income (expense), net 4 — 4
Income (loss) before income taxes (69) 63 (6)
Provision for income taxes (6) 6 —
Net income (loss) $(75) $69 $(6)

Note 3 – Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

The following transaction accounting adjustments depict the accounting for the proposed Transaction and are based on preliminary estimates that could change materially as additional information is obtained.

A. Consideration transferred and preliminary allocation of consideration transferred

Consideration transferred

The consideration transferred is expected to be $908 million as follows:

(In millions of U.S. dollars) Amount
Estimated equity consideration^(1)^ $324
Estimated cash consideration 584
Total estimated consideration transferred $908
(1) Equity consideration comprises 40.466 million shares valued at $8.00 per share.
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Preliminary allocation of consideration transferred

The table below summarizes the preliminary allocation of consideration transferred to the assets acquired and liabilities assumed of US Salt for the purposes of the Unaudited Pro Forma Financial Information reflecting the accounting for the Transaction:

(In millions of<br><br> <br>U.S. dollars)
Assets:
Cash and cash equivalents $6
Prepaid expenses and other current assets 1
Accounts receivable 13
Inventory 10
Other intangible assets 344
Property, plant and equipment, net 358
Right of use asset 2
Other noncurrent assets 5
Total assets 739
Liabilities:
Accrued liabilities 5
Accounts payable 7
Current portion of lease liability 1
Long-term portion of lease liability 1
Deferred tax liability —
Total liabilities 14
Net assets acquired (a) 725
Estimated consideration transferred (b) 908
Estimated goodwill (b) - (a) $183

B. Estimated fair value of intangible assets adjustments

Represents the net adjustment to the estimated fair value of intangible assets acquired in the Transaction. Preliminary identifiable intangible assets in the Unaudited Pro Forma Financial Information consists of trademarks, customer relationships and contract assets. Management’s preliminary estimates represent step ups relating to the strength of US Salt existing in the market for over 100 years and able to diversify their relationships across end markets. The amortization is estimated over the median lives of comparable transactions and is calculated on a straight-line basis over the estimated useful life and is reflected as a pro forma adjustment in the Unaudited Pro Forma Statements of Operations. The identifiable intangible assets and related amortization are preliminary and are based on management’s estimates after consideration of similar transactions.

Estimated Fair Value
(In millions of U.S. dollars)
Trade name 27
Customer relationships 185
Contract assets 132
Total 344
Eliminate historical US Salt’s assets carrying value (17)
Pro forma adjustment 327

All values are in US Dollars.

C. Estimated fair value of property, plant and equipment adjustments

Management’s preliminary estimate of property, plant, and equipment considers a step up of approximately 11% based on fair value adjustments performed on property, plant, and equipment in similar transactions of businesses in US Salt’s industry. The $35 million reflects the fair value estimate of property, plant, and equipment as of September 30, 2025, and the related increase to depreciation of $1 million and $2 million for the nine months ended September 30, 2025 and year ended December 31, 2024, respectively.

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D. Estimated fair value of inventory adjustments

The adjustment to increase in inventories by $1 million reflects the adjustments to step up the pro forma balance for US Salt’s finished goods, and stockpile inventory to estimated fair value as of September 30, 2025.

E. Elimination of US Salt’s historical equity balances adjustments

Represents the elimination of US Salt’s historical equity balances.

F. Settlement of US Salt’s outstanding indebtedness adjustment

Represents the settlement of US Salt’s outstanding indebtedness of $206 million pursuant to the terms of the Purchase Agreement.

G. Estimated deferred tax asset or liabilities

The income tax impact of the pro forma adjustments is zero due to the net operating loss carryforward position and the full valuation allowance against net deferred tax assets. The Company's income taxes following the completion of the Transaction will be impacted by many factors including the legal entity structure implemented subsequent to the completion of the Transaction, and may be materially different from the pro forma results.

H. Estimated non-redeemable non-controlling interest post acquisition

Represents the estimated non-controlling interest in ContextLogic Holdings LLC at the time of the acquisition. In line with pro forma presentation requirements, the minimum and maximum range of outcomes is utilized to illustrate potential variations in ownership based on the Rights Offering participation, as explained in Note 1. The adjustment to non-controlling interest below considers the $152 million reclassification of ContextLogic Holdings Inc. redeemable non-controlling interest to non-redeemable non-controlling interest:

• Assuming 0% Rights Offering Participation: Adjustment to non-controlling interest<br> is $387 million, representing no participation in the Rights Offering and full utilization of the Backstop Agreements.
• Assuming 100% Rights Offering Participation: Adjustment to non-controlling interest<br> is $223 million, representing full participation in the Rights Offering and no utilization of the Backstop Agreements.
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I. Estimated acquisition related costs

Represents the accrual for incremental estimated transaction costs incurred by the Company of $26 million.

Note 4 – Adjustments to the Unaudited Pro Forma Condensed Statement of Operations

The following transaction accounting adjustments depict the accounting for the proposed Transaction and are based on preliminary estimates that could change materially as additional information is obtained.

A. Represents the net adjustment to record amortization expense of $17 million and $22 million based on the preliminary<br> estimate of the fair value of the identified intangible assets and the related assigned estimated useful life for the nine months ended September 30, 2025 and year ended December 31, 2024, respectively.
B. Represents the net adjustment to record depreciation expense of $1 million and $2 million based on the preliminary fair<br> value of the identified property, plant, and equipment for the nine months ended September 30, 2025 and year ended December 31, 2024, respectively.
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C. Represents the elimination of US Salt’s historical interest expense attributable to the debt settlement (see Note 3F) and<br> elimination of ContextLogic’s historical interest income on cash that was used to complete the acquisition.
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D. The income tax impact of the pro forma adjustments is zero due to the net operating loss carryforward position and the full<br> valuation allowance against net deferred tax assets. The Company's income taxes following the completion of the Transaction will be impacted by many factors including the legal entity structure implemented subsequent to the completion<br> of the Transaction, and may be materially different from the pro forma results.
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E. Represents net income (loss) attributable to non-controlling interest under two Rights Offering participation scenarios.
• Assuming 0 % Rights Offering Participation: the net income attributable to<br> non-controlling interest income is $1 million for the nine months ended September 30, 2025 and the net loss attributable to non-controlling interest is $3 million for the year ended December 31, 2024.
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• Assuming 100 % Rights Offering Participation: there is no net income or loss<br> attributable to non-controlling interest for the nine months ended September 30, 2025 and the net loss attributable to non-controlling interest is $2 million for the year ended December 31, 2024.
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F. Represents the incremental estimated transaction costs incurred by the Company not reflected within historical financial<br> results of $26 million.
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Note 5 – Significant Accounting Policies

The unaudited pro forma condensed combined financial information has been prepared using the accounting policies outlined in ContextLogic Holdings Inc.’s unaudited condensed consolidated financial statements for the period ended September 30, 2025. Following the completion of the Purchase Agreement, management will conduct a thorough review of US Salt’s accounting policies. At present, management is not aware of any material differences in accounting policies and, therefore, no adjustments have been made to the pro forma financial information for such differences. However, after the Purchase Agreement and the comprehensive review, management may identify policy differences that, once aligned, could materially affect the consolidated financial statements of ContextLogic Holdings Inc.

Note 6 – Net Loss Per Share

The following table sets forth the computation of pro forma basic and diluted net loss per share for the periods ended September 30, 2025 and December 31, 2024 under the following scenarios:

Assuming 0% Rights<br><br> <br>Offering Participation
(In millions of U.S. dollars, shares in thousands,<br> except per share data) Period ended<br><br> <br>September 30, 2025 Year ended<br><br> <br>December 31, 2024
Numerator:
Net loss available to common stockholders—basic and diluted $(21) $(39)
Denominator:
Weighted average common shares outstanding—basic and diluted 26,532 25,690
Pro forma adjustment for newly issued shares related to the Transaction^(1)^ 18,327 18,327
Pro forma basic weighted average common shares—basic and diluted 44,859 44,017
Pro forma net loss per common share—basic and<br> diluted $(0.47) $(0.89)
(1) Pro forma adjustment for newly issued shares assuming 0% Rights Offering participation comprised of 15,427 shares of<br> ContextLogic common stock of estimated equity consideration and an additional 2,900 ContextLogic common shares purchased by Abrams Capital pursuant to the Backstop Agreements.
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Assuming 100% Rights<br><br> <br>Offering Participation
--- --- ---
(In millions of U.S. dollars, shares in thousands,<br> except per share data) Period ended<br><br> <br>September 30, 2025 Year ended<br><br> <br>December 31, 2024
Numerator:
Net loss available to common stockholders—basic and diluted $(20) $(40)
Denominator:
Weighted average common shares outstanding—basic and diluted 26,532 25,690
Pro forma adjustment for newly issued shares related to the Transaction^(1)^ 42,285 42,285
Pro forma basic weighted average common shares—basic and diluted 68,817 67,975
Pro forma net loss per common share—basic and<br> diluted $(0.29) $(0.59)
(1) Pro forma adjustment for newly issued shares assuming 100% Rights Offering participation comprised of 27,910 shares of<br> ContextLogic common stock of estimated equity consideration and additional ContextLogic common shares of 14,375 purchased through the Rights Offering.
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Note 7 – Financing Adjustments

A. The Company currently plans to issue $215 million of term debt under a proposed Term Loan Facility. Based on current negotiations with potential lenders, the term debt will accrue interest at an annual rate based on Secured Overnight Financing Rate (the “SOFR”) plus 4.25%. Principal repayments on the term debt will amortize in equal quarterly installments, aggregating to 1.00% of the original principal amount annually, with the remaining balance payable upon maturity in seven (7) years. In March 2025, the Company entered into the Amended and Restated Investment Agreement under which the Company may elect for BCP to purchase 75,000 preferred units for an aggregate consideration transferred of up to $75 million, which the Company is electing to finance this Purchase Agreement. The Company also expects to receive $115 million as proceeds from the Rights Offering, with any shortfall covered by the Backstop Agreements. The pro forma effects of the financing adjustments are as follows:

(In millions of U.S. dollars) Long-term<br><br> <br>debt, net Short-term<br><br> <br>debt, including<br><br> <br>current portion of<br><br> <br>long-term debt Additional<br><br> <br>paid-in<br><br> <br>capital Non-redeemable<br><br> <br>non-controlling<br><br> <br>interest Cash, cash<br><br> <br>equivalents<br><br> <br>and restricted<br><br> <br>cash
Financing items:
Term debt $213 $2 $— $— $215
Rights Offerings — — 115 — 115
Preferred units — — — 75 75
Total $213 $2 $115 $75 $405

B. Represents an increase to interest expense for the period ended September 30, 2025 and year ended December 31, 2024 as below:

(In millions of U.S. dollars) Period ended<br><br> <br>September 30, 2025 Year Ended<br><br> <br>December 31, 2024
Interest on borrowings under the term loan $8 $11
• Represents additional interest expense on the $215 million of borrowings assumed under the term loan based on terms<br> currently proposed by potential lenders. Interest expense is calculated using the effective interest rate method, with the weighted-average interest rate equal to 5%. A 1/8 percent variance in the
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interest rate would result in an impact on net income of less than $1 million.

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