Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties set forth below, together with all of the other information contained in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and related notes, and in our Annual Report on Form 10-K for the year ended December 31, 2025, before making a decision to invest in our common stock. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that affect our business. These risk factors could materially and adversely affect our business, financial condition and results of operations, and the market price of our common stock could decline. These risk factors do not identify all risks that we face – our financial condition and/or operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our financial conditions and/or operations. Other than as described below, there have been no additional material changes from the risk factors previously disclosed under the heading "Risk Factors" in Part I, Item 1A of our 2025 Form 10-K and the risk factors previously disclosed under the heading "Risk Factors." in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 15, 2026. Risks Related to the Gaylord Chemical Acquisition, Backstop Agreements, and Financings On August 4, 2026, Holdings entered into a Stock Purchase Agreement (the “Purchase Agreement”) with EagleTree-Gaylord Management Investment, L.P., a Delaware limited partnership (“Seller”), EagleTree-Gaylord Holdings Corp., a Delaware corporation (the “Target Company”), and GCH Buyer, Inc., a Delaware corporation and indirect, wholly-owned subsidiary of Holdings (“Buyer”). The Purchase agreement provides that, following satisfaction or waiver of certain conditions, Buyer will purchase from Seller all of the outstanding shares of the Target Company (the “Gaylord Chemical Acquisition”) for $850 million in cash, subject to customary adjustments. See Note 21 of Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. If we consummate the Gaylord Chemical Acquisition, we and Gaylord Chemical may incur significant cost, time, effort and attention on integration and the development of necessary support. These may hinder our ability to realize the expected benefits of the Gaylord Chemical Acquisition. Gaylord Chemical maintains its own sales, marketing, product development, manufacturing and other administrative teams, legal, purchasing, information technology (“IT”), tax and certain other financial and operating services such as human resources (“HR”), insurance and treasury. Gaylord Chemical will continue to operate independently from ContextLogic until closing of the Gaylord Chemical Acquisition. While we intend to operate Gaylord Chemical predominantly as a stand-alone business with substantially the same organizational structure, operations, management team, employees and locations as are presently used in Gaylord Chemical, the success of the Gaylord Chemical Acquisition will substantially depend on our ability to incorporate Gaylord Chemical into the Company and support its business needs, as well as to effectively manage this business. Such challenges include (i) the integration of Gaylord Chemical into our accounting reporting system and functions, (ii) the development, adaptation and maintenance of the operating and administrative support systems historically provided by Gaylord Chemical on which Gaylord Chemical has relied, including legal, purchasing, IT, tax, HR, insurance and treasury, and (iii) the ability of Gaylord Chemical and management to adapt to our policies, procedures and support systems. If the Gaylord Chemical Acquisition is consummated, incorporation of, and development of the necessary support for, Gaylord Chemical could be a lengthy process, requiring substantial expenditures by the Company, as well as significant time, effort and attention from the management teams and key employees of both the Company and Gaylord Chemical. Such demands could divert needed resources from both businesses. Further, these challenges could result in the loss of key employees, disruption of the ongoing businesses and relationships with customers, suppliers and other third parties, diversion of management and corporate attention to integration issues, tax costs and inefficiencies, and inconsistencies in standards, controls, IT systems, accounting systems, procedures, policies, Sarbanes-Oxley controls and other administrative systems. If any of these factors limit our ability to integrate Gaylord Chemical successfully or on a timely basis, we may not achieve the strategic, operational, financial and other benefits anticipated to result from the Gaylord Chemical Acquisition to the fullest extent, on a timely basis or at all. Beyond the purchase price, potential termination penalties, and the cost of our diligence and preparation associated with the Gaylord Chemical Acquisition, we will incur significant transaction and integration costs in connection with the Gaylord Chemical Acquisition and significant fees in connection with any delays in closing. In addition to the purchase price, we will incur significant transaction costs in connection with the Gaylord Chemical and the Financings. Among these costs are fees or reimbursement of expenses under each of the Financings, including, notably, commitment, funding, duration, agency, and administration fees to the parties providing the Financings. Significant costs 61 have been incurred and are expected to be incurred prior to the closing of the Gaylord Chemical Acquisition, including related to legal, accounting, diligence and other transaction fees and expenses. There can be no assurance that the conditions to closing set forth in the Purchase Agreement or each of the Financings will be met or waived on the applicable timelines, or at all. As a result, we or our affiliates may incur significant costs or interest associated with any delays. Further, any delay in the closing of the Gaylord Chemical Acquisition will increase the related transaction costs. The substantial majority of these costs will be nonrecurring expenses related to the Gaylord Chemical Acquisition. While we satisfy the closing conditions and pursue the Financings for the Gaylord Chemical Acquisition, we and Gaylord Chemical will be subject to business uncertainties that could adversely affect our and their businesses. Delays in closing the Gaylord Chemical Acquisition could exacerbate these uncertainties and adverse effects. Uncertainty about the effect of the Gaylord Chemical Acquisition on the employees and customers of both the Company and Gaylord Chemical may have an adverse effect on us and Gaylord Chemical and, consequently, on the combined company. Although we and Gaylord Chemical intend to take actions to reduce any adverse effects during the time period before closing, these uncertainties may impair our and their ability to attract, retain and motivate key personnel until the Gaylord Chemical Acquisition is completed and for a period of time thereafter. These uncertainties could cause customers, suppliers and others that deal with Gaylord Chemical, and to a lesser degree, our business, to seek to change existing business relationships with the two companies. Alternately, it could cause third parties who are considering doing business with us or Gaylord Chemical to delay taking action until the outcome of the Gaylord Chemical Acquisition or the Financings is known. Employee retention could be reduced during the pendency of the Gaylord Chemical Acquisition, as employees of the Company or Gaylord Chemical may experience uncertainty about their future roles with the combined company. If, despite retention and business partner management efforts, we or Gaylord Chemical lose key employees or customer/supplier relationships because of concerns relating to the uncertainty and difficulty of the integration process or a desire not to remain with the combined company, the business, operations, prospects and financial results of the combined company could be harmed. If the Gaylord Chemical Acquisition is completed, as owner, we will operate a large entity in an industry and locations in which we do not currently operate, subject to additional regulations, risks and uncertainties that we have not previously faced. These could exceed our expectations and have a negative impact on our financial condition and results of operations. If the Gaylord Chemical Acquisition is consummated, the size of the Company and our operating segments following the transaction will change compared with our current operations. As a result, any risk or uncertainty that is significant to Gaylord Chemical will also be significant to us and have a negative effect on our financial condition and results of operations. If Gaylord Chemical is unable to maintain compliance with U.S. federal, state and non-U.S. regulatory requirements, we could incur substantial costs, including fines, civil penalties and criminal sanctions, or costs associated with upgrades to improve facilities or changes in manufacturing processes in order to achieve and maintain regulatory compliance. While we intend to operate Gaylord Chemical largely as a stand-alone business, our results of operations, financial condition and stock price will depend on how Gaylord Chemical can handle its business risks and uncertainties. These risks and uncertainties may exceed our expectations, and it may take time for us to mitigate them. The market price of our Common Stock after the Gaylord Chemical Acquisition may be affected by factors different from those affecting our shares currently. Our current business differs from Gaylord Chemical in several ways, including industry, geographic area, and applicable regulations. As a result, if the Gaylord Chemical Acquisition is consummated, the results of operations of the combined company and the market price of shares of our Common Stock may be affected by factors different from those currently affecting our results of operations. The Gaylord Chemical Acquisition may not be accretive to earnings and if not accretive, may cause dilution to our earnings per share. We currently anticipate that the Gaylord Chemical Acquisition will be accretive to our adjusted earnings per share in the first complete fiscal year following its consummation. This expectation is based on our preliminary estimates, which may change materially. We may encounter additional or unforeseen transaction and integration-related costs, or we may fail to realize all of the anticipated benefits of the Gaylord Chemical Acquisition. Any of these factors could cause a decrease in our adjusted earnings per share or decrease or delay the expected accretive effect of the Gaylord Chemical Acquisition and contribute to a decrease in the price of our Common Stock. Our acquisition of Gaylord Chemical may expose us to unknown or contingent liabilities for which we will not be adequately indemnified. The entities that we will acquire in the Gaylord Chemical Acquisition may have unknown or contingent liabilities, including liabilities for failure to comply with environmental and other laws and regulations, and for litigation or other claims. The Purchase Agreement does not include indemnification provisions and, generally, Gaylord Chemical will not be obligated to indemnify us. Based on these provisions we may incur material liabilities for the past activities of Gaylord Chemical. Such 62 liabilities and related legal or other costs and/or resulting reputational damage could negatively impact our business, financial condition and results of operations. The proposed Financings in connection with the Gaylord Chemical Acquisition and future debt financing arrangements that we or our subsidiaries may enter into otherwise, may contain various covenants that limit our ability to take certain actions and also require us to meet financial maintenance tests. Failure to comply with these limits could have a material adverse effect on our operations, business and financial results. Gaylord Chemical will have additional borrowing capacity under the Financings to finance a portion of the Gaylord Chemical Acquisition. Interest costs related to this indebtedness will be substantial. The facilities pursuant to the Financings and the instruments governing our other future indebtedness contain, or will contain, certain customary restrictions, covenants, provisions for mandatory repayment upon the occurrence of certain events, and provisions for events of default that will require us or Gaylord Chemical to satisfy certain financial tests and maintain certain financial ratios, restrict our or Gaylord Chemical’s ability to engage in specified types of transactions, and otherwise limit the distributions of funds from Gaylord Chemical to us. This overall leverage and the terms of our financing arrangements could: •limit the ability to pay dividends; •make it more difficult to satisfy obligations under the terms of this indebtedness; •limit the ability to refinance this indebtedness on terms acceptable to Gaylord Chemical or us, or at all; •limit the flexibility to plan for and adjust to changing business and market conditions in the industries in which we or Gaylord Chemical operate and increase the vulnerability to general adverse economic and industry conditions; •require the dedication of a substantial portion of cash flow to make interest and principal payments on such debt, thereby limiting the availability of cash flow to distribute to us or to fund future acquisitions, working capital, business activities, and other general corporate requirements; •restrict sales of key assets; •limit the ability to substantially change our business or enter into new lines of business; •limit the ability to obtain additional financing for working capital, to fund growth or acquisitions or for general corporate purposes, even when necessary to maintain adequate liquidity, particularly if any ratings assigned to our debt securities by rating organizations were revised downward; or •subject us to higher levels of indebtedness than our competitors, which may cause a competitive disadvantage and may reduce our flexibility in responding to increased competition. In addition, the restrictive covenants pertaining to the Facilities and certain other indebtedness would or could require us to maintain specified financial ratios and satisfy other financial conditions and tests. Our ability to meet those financial ratios, conditions and tests will depend on our ongoing financial and operating performance, which, in turn, will be subject to economic conditions and to financial, market, and competitive factors, many of which are beyond our control. A breach of any of these covenants could result in a default under the instruments governing our indebtedness. With respect to the Gaylord Chemical Acquisition, if consummated, challenges with integration, the industry, operations and other business, market and acquisition-related risks, as well as various uncertainties and events beyond our control, could affect our ability to comply with such restrictions and covenants. Failure to comply with any of the restrictions and covenants in our existing or future financing arrangements could result in a default under those arrangements and under other arrangements containing cross-default provisions. Upon the occurrence of an event of default under any such financing arrangement, the relevant lenders could assess increased interest rates, accelerate the maturity of the debt or foreclose upon any collateral securing the debt. In this event, we may lack sufficient funds or other resources to satisfy all of our obligations. In addition, any limitations imposed by financing agreements on our ability to incur additional debt or to take other actions could significantly impair our ability to obtain other financing. We do not currently control Gaylord Chemical and will not control Gaylord Chemical until the completion of the Gaylord Chemical Acquisition. We will not control Gaylord Chemical unless and until the Gaylord Chemical Acquisition is completed. The Purchase Agreement imposes certain customary limitations on how Gaylord Chemical may be managed while the Gaylord Chemical Acquisition is pending, but there can be no assurance that Gaylord Chemical will be operated in the same way as it would be under our control. Impairment of Gaylord Chemical’s intangible assets could result in significant charges that could adversely impact our future operating results. Gaylord Chemical is expected to have significant intangible assets, including goodwill, which are susceptible to impairment charges as a result of changes in various factors or conditions. As has been our past practice with our other operating subsidiaries, we will assess the potential impairment of goodwill and indefinite-lived intangible assets on an annual basis, as well as whenever events or changes in circumstances indicate that the carrying value may exceed fair value. We will assess finite-lived intangible assets whenever events or changes in circumstances indicate that the carrying value may 63 exceed fair value. Adverse changes in the operations of our businesses or other unforeseeable factors could result in an impairment charge in future periods that could adversely impact our results of operations and financial position in that period. 64