0001193125-26-094012 | 10-K | XBRL Viewer | Contextlogic Holdings INC

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Common Stock and Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation	$ 11	$ 12
Sales and Marketing
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation	0	1
Product Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation	0	6
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation	$ 11	$ 5

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Cybersecurity Risk Management, Strategy and Governance	12 Months Ended
Cybersecurity Risk Management, Strategy and Governance	Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Abstract]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	Item 1C. Cybersecurity. Our Company recognizes the importance of maintaining the safety and security of our critical systems, information, and broader information technology environment. We have developed a comprehensive cyber, data governance, and privacy program intended to (i) protect the confidentiality, integrity, and availability of our information systems and data, and (ii) assess, identify, and manage material risks associated with cybersecurity threats. Our cybersecurity program is consistent with the National Institute of Standards and Technology ("NIST") Cybersecurity Framework ("CSF") 2.0, incorporating the core functions of governance, identification, protection, detection, response, and recovery as an integrated approach to cybersecurity risk management supporting enterprise-wide risk management objectives. Since the acquisition of US Salt, our Company has initiated various cybersecurity, governance, and privacy assessments, focused on operational continuity and managing the new industry risk landscape. As we integrate US Salt into our cyber, data governance, and privacy program, we will continue to adhere to our Company's integrated approach to cybersecurity risk management, while also focusing on those threats specific to US Salt and the mining and manufacturing sectors. In order to protect Company data and any other data we manage or handle, we have adopted a number of safeguards and security measures. For example, we have implemented software-as-a-service firewalls, endpoint protection, detection and response solutions, intrusion detection systems, access controls including multi-factor authentication, vulnerability scanning, email security and threat protection, data loss prevention, device management and remote wipe capabilities, software static analysis, dynamic analysis, cloud monitoring and threat analytics, third-party independent business continuity testing, and independent third-party control audits. In addition, we have implemented several policies and programs to improve compliance and reduce risk, ensure appropriate responses in the event of an incident, and reduce the cost and scope of an incident should it occur, including: • a robust Incident Response Policy (“IRP”), • an Information Technology and Information Security Policy (“IT & IS Policy”), • a data governance program to oversee our Records Retention Policy, • a Data Governance Working Group comprised of legal, finance, human resources, and third-party privacy and data governance consultants to review policies, programs, and data governance, and make reports and recommendations to management and the Board, • mandatory cyber and information security training for all employees, and • cybersecurity insurance designed to reduce the risk of loss resulting from cybersecurity incidents Our IRP, in conjunction with the IT & IS Policy, is designed to equip our employees and managers with the necessary tools to detect, respond to, and ultimately prevent cybersecurity incidents. It contains detailed processes and procedures to assist employees in managing cybersecurity incidents when they happen, including techniques for detecting and identifying suspicious activity in our data environment, response and escalation protocols to defend against intrusions and contain any potential data leakage, enhanced forensic evidence preservation procedures aligned with NIST guidance for system state and cloud environment preservation, data preservation measures to ensure data integrity going forward, and remediation steps to diagnose root causes and secure gaps to prevent future attacks. The Incident Response Team (“IRT”) coordinates and aligns key resources and team members during a security incident to minimize impact, restore operations as quickly as possible, and assess and fulfill the Company’s legal and contractual obligations. The IRT is also responsible for centrally managing internal and external communications to ensure that disclosures are accurate and complete. The IRT is led by our Chief Compliance Officer, legal team, and Cybersecurity Response Leader, and is supported by a multi-tier team comprised of key stakeholders across the business including finance, HR, our dedicated IT managed service provider, and other external response partners, including cybersecurity consultants, cybersecurity insurance providers, and outside legal counsel. The IRT and external response partners operate under the supervision of our executive management team with oversight from the Audit Committee of our Board. Finally, the IRP is also supported by a full curriculum of training for employees that is drafted and administered under the supervision of our Chief Compliance Officer. Importantly, these training sessions include several modules and quizzes for both technical and non-technical employees to assist our employees in comprehensively understanding the importance of data security to our stakeholders and our business and the various ways they can promote a security environment throughout our company. We conduct monthly phishing simulations and quarterly targeted campaigns, with annual cybersecurity training required for all personnel. Risk Management and Strategy Incident Response Lifecycle - Assessing and Responding to Cyber Incidents Our IRP sets forth the Company’s process for assessing cyber threats. The IRP serves as the incident response plan to effectively manage, mitigate, and contain the risk of a security incident or data breach and it applies to all ContextLogic personnel, including employees, contractors, consultants, and any other individuals acting for or on behalf of the Company. The IRP incident response lifecycle is comprised of four phases: (1) Preparation, (2) Detection and Analysis, (3) Incident Response, Investigation, and Notification, and (4) Post-Incident Analysis and Lessons Learned. The preparation phase of our IRP includes maintaining protective measures to minimize the likelihood and impact of a security incident, regularly reviewing and updating our policies and procedures to maintain alignment with industry standards and guidance, and periodic training of all Company personnel on information security, data privacy, and the procedures for reporting suspected incidents. The detection and analysis phase addresses the responsibility of Company personnel to notify our IRT Leader and IT managed service provider upon noticing, suspecting, or being notified of any actual or suspected security incident, which will prompt our IT provider to perform an initial investigation of the issue and determine whether the event is a security incident and whether the Cybersecurity Response Leader needs to be notified. The incident response, investigation, and notification phase of our IRP addresses the distinct but simultaneous workstreams that occur internally once an event has been determined to be a security incident. This includes technical response such as forensic evidence collection and preservation, following NIST-guided procedures, threat containment and eradication, and system and data restoration. Additionally, incident investigation efforts begin to determine the scope and severity of the security incident with legal and finance stakeholders. If appropriate, further measures are taken to comply with disclosure obligations as required by governance guidelines, committee charters, and applicable laws and contracts. We maintain comprehensive tracking systems for technical response activities, partner engagement, and legal notification timelines to ensure regulatory compliance. The post-incident analysis phase includes evaluating the internal security policies, preparedness, posture, and technical environment, allowing the Company to conduct a holistic assessment and identify and remediate shortcomings and gaps. Evaluation As part of our IRP, we conduct regular testing to ensure that the IRP is functional and effective. Tests may include tabletop exercises, verbal walkthroughs with relevant stakeholders, or responses to actual security incidents. We conduct annual tabletop exercises with external cybersecurity partners to stress test our incident response plans and assess team coordination. Our most recent exercise was conducted in the fourth quarter of 2025 with our cybersecurity insurance carrier, simulating a sophisticated ransomware attack. This exercise validated the effectiveness of our response protocols and identified improvement areas that were implemented within 30 days. We also engage third-party services from time to time to conduct evaluations of our security controls, including the IRP, whether through business continuity testing, vulnerability assessments performed semi-annually, or consulting on best practices to address new challenges and risks. Security patches on business applications and security software are updated at least monthly, with critical patches applied upon release. Data Protection and Backup Ecosystem We maintain a three-tier backup strategy for critical Company data to ensure data availability and resilience: primary backup through Microsoft 365 Cloud Backup for Exchange, OneDrive, and SharePoint; secondary backup through a cloud-based SaaS data protection platform with AES-256 bit encryption; and tertiary backup using network-attached storage with backup software providing physical redundancy. Supply Chain and Third-Party Risk Management Consistent with NIST CSF 2.0 guidance, we implement supply chain cybersecurity risk management through comprehensive vendor risk assessments for all technology vendors, annual security reviews for critical vendors and those of financial significance pursuant to Sarbanes-Oxley requirements, contractual requirements for cybersecurity standards compliance, and incident notification requirements defined in vendor agreements. We verify software integrity through cryptographic signatures and impose secure development lifecycle requirements for custom software vendors. Artificial Intelligence Considerations We recognize that artificial intelligence ("AI") technologies present both opportunities and risks in the cybersecurity landscape. AI and machine learning capabilities may enhance both the ability of companies to defend against cybersecurity threats and the capacity of threat actors to launch sophisticated attacks, including through AI-enabled phishing attempts, automated vulnerability scanning, and generation of malicious code. Our risk assessment processes include evaluation of AI-related cybersecurity risks, and our vendor risk management program includes comprehensive security and compliance assessments of any AI tools being considered for business use. We assess AI tools for data protection capabilities, contractual safeguards, audit rights, and suitability for handling confidential information. Our IT&IS Policy addresses the use of AI tools and requires that data input into these tools adhere to Company policies, with any unauthorized data input without express written approval strictly prohibited. Risk Assessment and Program Updates Recognizing the evolving nature of cybersecurity threats, including those related to emerging technologies such as AI, we conduct comprehensive data and system security risk assessments at least annually, with more frequent assessments for new technologies and high-risk scenarios. Our risk assessment process covers identification of cybersecurity governance risks, protection of Company networks and information, risks associated with fund transfer requests, vendor and third-party risks including AI tool providers, and detection of unauthorized activity. Following each assessment, we implement necessary action items, identify and remediate areas of high risk, ensure previously identified high-risk areas are addressed, and integrate changes into our policies and procedures. Board and Management Oversight The Company's management is involved in overseeing our cyber, data governance, and privacy program as members of our Data Governance Working Group, and assessing security incidents with the IRT to the extent discussed in the IRP above. The Board and Audit Committee actively oversee our enterprise risk management, including cybersecurity risks, and are notified and updated on any security incidents on a regular basis. The Audit Committee is responsible for overseeing our cyber, data governance, and privacy program and receives regular updates from management and the IRT leader about the Company's ongoing compliance and risk management, and reports to the Board regularly. The Audit Committee receives quarterly reports on cybersecurity metrics, risk posture, incident response activities, and program updates. Our Chief Compliance Officer leads our overall cybersecurity governance and compliance efforts, coordinates incident response activities, oversees policy development and updates, and serves as the primary liaison between management, the Board, and external response partners. Cybersecurity Threat Disclosure To date, we are not aware of any cybersecurity threats that have materially affected or are reasonably likely to materially affect us.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	Our IRP sets forth the Company’s process for assessing cyber threats. The IRP serves as the incident response plan to effectively manage, mitigate, and contain the risk of a security incident or data breach and it applies to all ContextLogic personnel, including employees, contractors, consultants, and any other individuals acting for or on behalf of the Company. The IRP incident response lifecycle is comprised of four phases: (1) Preparation, (2) Detection and Analysis, (3) Incident Response, Investigation, and Notification, and (4) Post-Incident Analysis and Lessons Learned. The preparation phase of our IRP includes maintaining protective measures to minimize the likelihood and impact of a security incident, regularly reviewing and updating our policies and procedures to maintain alignment with industry standards and guidance, and periodic training of all Company personnel on information security, data privacy, and the procedures for reporting suspected incidents. The detection and analysis phase addresses the responsibility of Company personnel to notify our IRT Leader and IT managed service provider upon noticing, suspecting, or being notified of any actual or suspected security incident, which will prompt our IT provider to perform an initial investigation of the issue and determine whether the event is a security incident and whether the Cybersecurity Response Leader needs to be notified. The incident response, investigation, and notification phase of our IRP addresses the distinct but simultaneous workstreams that occur internally once an event has been determined to be a security incident. This includes technical response such as forensic evidence collection and preservation, following NIST-guided procedures, threat containment and eradication, and system and data restoration. Additionally, incident investigation efforts begin to determine the scope and severity of the security incident with legal and finance stakeholders. If appropriate, further measures are taken to comply with disclosure obligations as required by governance guidelines, committee charters, and applicable laws and contracts. We maintain comprehensive tracking systems for technical response activities, partner engagement, and legal notification timelines to ensure regulatory compliance. The post-incident analysis phase includes evaluating the internal security policies, preparedness, posture, and technical environment, allowing the Company to conduct a holistic assessment and identify and remediate shortcomings and gaps.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	The Board and Audit Committee actively oversee our enterprise risk management, including cybersecurity risks, and are notified and updated on any security incidents on a regular basis. The Audit Committee is responsible for overseeing our cyber, data governance, and privacy program and receives regular updates from management and the IRT leader about the Company's ongoing compliance and risk management, and reports to the Board regularly.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	The Audit Committee is responsible for overseeing our cyber, data governance, and privacy program and receives regular updates from management and the IRT leader about the Company's ongoing compliance and risk management, and reports to the Board regularly. The Audit Committee receives quarterly reports on cybersecurity metrics, risk posture, incident response activities, and program updates.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	The Board and Audit Committee actively oversee our enterprise risk management, including cybersecurity risks, and are notified and updated on any security incidents on a regular basis.
Cybersecurity Risk Role of Management [Text Block]	The Company's management is involved in overseeing our cyber, data governance, and privacy program as members of our Data Governance Working Group, and assessing security incidents with the IRT to the extent discussed in the IRP above.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	The IRT is led by our Chief Compliance Officer, legal team, and Cybersecurity Response Leader, and is supported by a multi-tier team comprised of key stakeholders across the business including finance, HR, our dedicated IT managed service provider, and other external response partners, including cybersecurity consultants, cybersecurity insurance providers, and outside legal counsel.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]	IT managed service provider, and other external response partners, including cybersecurity consultants, cybersecurity insurance providers, and outside legal counsel. The IRT and external response partners operate under the supervision of our executive management team with oversight from the Audit Committee of our Board.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]	The Audit Committee is responsible for overseeing our cyber, data governance, and privacy program and receives regular updates from management and the IRT leader about the Company's ongoing compliance and risk management, and reports to the Board regularly. The Audit Committee receives quarterly reports on cybersecurity metrics, risk posture, incident response activities, and program updates.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary along with Holdings, a Delaware limited liability company, for which the Company is the majority owner. All intercompany balances and transactions have been eliminated in consolidation.

The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern over the next twelve months from the date of issuance of these consolidated financial statements. As of December 31, 2025, the Company had approximately $218 million in unrestricted cash, cash equivalents, and marketable securities. The Company believes that substantial doubt about its ability to continue as a going concern does not exist as its cash, cash equivalents, and marketable securities on hand will be sufficient to meet its working capital and capital expenditure requirements for a period of at least twelve months from the date of the issuance of these consolidated financial statements.

The Company has incurred significant accumulated losses of approximately $3.4 billion. The Company expects to start earning operating profits following the completion of the US Salt LLC purchase.

Use of Estimates

The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. These estimates form the basis for judgments the Company makes about the carrying values of its assets and liabilities that are not readily available from other sources. These estimates include, but are not limited to, fair value of financial instruments, contingent liabilities, and uncertain tax positions. As a result, many of the Company’s estimates and assumptions required increased judgment and these estimates may change materially in future periods.

Redeemable Non-Controlling Interest

Redeemable non-controlling interest represents the shares of the Class A convertible preferred units ("Preferred Units") issued by Holdings to BCP Special Opportunities Fund III Originations LP, a Delaware limited partnership ("BCP") who has a 26.3% ownership of Holdings on an as-converted basis. The Preferred Units are redeemable upon (i) a liquidation, (ii) at BCP's option upon Holdings failing to complete an acquisition on or prior to the second anniversary of the initial closing on March 6, 2025 ("Initial Closing") or (iii) at Holdings' option on or after the fifth anniversary of an acquisition event. If the interest of the minority investors were to be redeemed under this agreement, the Company would be required to redeem the interest based on a prescribed formula in the amended and restated investment agreement (the “A&R Investment Agreement”). Holdings is required to seek written consent from BCP prior to the consummation of an acquisition. As such, the redemption of the Preferred Units is outside the control of Holdings and the Company has classified the Preferred Units as mezzanine equity.

The balance of the redeemable non-controlling interest is reported at the greater of the initial carrying value amount adjusted for the redeemable non-controlling interest's share of earnings or losses or its estimated redemption value. The resulting changes in the estimated redemption amount are recorded with corresponding adjustments against retained earnings or, in the absence of retained earnings, additional paid-in capital. These interests are presented on the consolidated balance sheet outside of stockholders' equity under the caption "Redeemable non-controlling interest." Refer to Note 7 – Redeemable Non-Controlling Interest for additional information.

Assets and Liabilities Held for Sale

The Company classifies long-lived assets or disposal groups to be sold as held for sale in the period in which all of the following criteria are met: (1) management, having the authority to approve the action, commits to a plan to sell the asset or disposal group; (2) the asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets or disposal groups; (3) an active program to locate a buyer and other actions required to complete the plan to sell the asset or disposal group have been initiated; (4) the sale of the asset or disposal group is probable, and transfer of the asset or disposal group is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond the Company's control extend the period of time required to sell the asset or disposal group beyond one year; (5) the asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

The Company initially measures a long-lived asset or disposal group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held-for-sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset or disposal group until the date of sale. The Company assesses the fair value of a long-lived asset or disposal group less any costs to sell each reporting period it remains classified as held for sale and reports any subsequent changes as an adjustment to the carrying value of the asset or disposal group, as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale.

Upon determining that a long-lived asset or disposal group meets the criteria to be classified as held for sale, the Company ceases depreciation and reports long-lived assets and/or the assets and liabilities of the disposal group, if material, in the line items assets held for sale and liabilities held for sale, respectively, in the Company's consolidated balance sheets. The Asset Sale met the held for sale criteria on April 18, 2024, the date that the stockholders of the Company approved the Asset Sale. Refer to Note 4 – Asset Sale for additional information on the Asset Sale.

Discontinued Operations

A disposal group is classified as a discontinued operation when the following criteria are met: (1) the disposal group is a component of an entity; (2) the component of the entity meets the held-for-sale criteria in accordance with our policy described above; and (3) the component of the entity represents a strategic shift in the entity's operating and financial results. Alternatively, if a business meets the criteria for held for sale on the acquisition date, the business is accounted for as a discontinued operation. The Asset Sale did not result in the Company's operations meeting the criteria for discontinued operations as the operations being disposed, per the Asset Sale, were not clearly distinguishable from the rest of the Company.

Impairment of Long-Lived Assets

Prior to the Asset Sale, the Company reviewed long-lived assets, including intangible and lease assets, for impairment whenever events or changes in circumstances indicated that the carrying amount of an asset may not be recoverable. The Company performed impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The recoverability of assets to be held and used were measured first by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets were considered to be impaired, an impairment loss would be recognized based on the excess of the carrying amount of the asset above the fair value of the asset.

Segments

The Company historically managed its operations and allocated resources as a single operating segment. The Company’s chief operating decision-maker (“CODM”) is its President (“President”) who makes operating decisions, assesses financial performance and allocates resources based on consolidated financial information. Further, the Company has determined that it operated as one operating and reportable segment prior to the Asset Sale and does not have an operating and reportable segment after the Asset Sale.

Revenue Recognition

Prior to the Asset Sale, the Company generated revenue from marketplace and logistics services provided to its customers. Revenue was recognized as the Company transferred control of promised goods or services to its customers in an amount that reflected the consideration the Company expected to be entitled to in exchange for those goods or services. The Company considered both the merchant and the user to be customers. The Company evaluated whether it was appropriate to recognize revenue on a gross or net basis based upon its evaluation of whether the Company obtained control of the specified goods or services by considering if it was primarily responsible for fulfillment of the promise, had inventory risk and had latitude in establishing pricing and selecting suppliers, among other factors. Based on these factors, marketplace revenue was generally recognized on a net basis and logistics revenue was generally recognized on a gross basis. Revenue excluded any amounts collected on behalf of third parties, including indirect taxes.

The following table shows the disaggregated revenue for the applicable periods:


	Year Ended
	December 31,
	2025		2024
	(in millions)
Core marketplace revenue	$	—	$	13
ProductBoost revenue		—		4
Marketplace revenue		—		17
Logistics revenue		—		26
Revenue	$	—	$	43

Marketplace Revenue

Prior to the Asset Sale, the Company provided a mix of marketplace services to its customers. The Company provided merchants access to its marketplace where merchants displayed and sold their products to users. The Company also provided ProductBoost services to help merchants promote their products within the Company’s marketplace.

Prior to the Asset Sale, marketplace revenue included commission fees collected in connection with user purchases of the merchants’ products. The commission fees varied depending on factors such as geography, product category, Wish Standards' tier and item value. The Company recognized revenue when a user’s order was processed and the related order information had been made available to the merchant. Commission fees were recognized net of estimated refunds and chargebacks. Marketplace revenue also included ProductBoost revenue generated by increasing exposure for a merchant’s

relevant products within the Company's marketplace. The Company recognized ProductBoost revenue based on the number of impressions delivered, or clicks by users.

Logistics Revenue

Prior to the Asset Sale, the Company’s logistics offering for merchants was designed for direct end-to-end single order shipment from a merchant’s location to the user. Logistics services included transportation and delivery of the merchant’s products to the user. Merchants were required to prepay for logistics services on a per order basis.

The Company recognized revenue over time as the merchant simultaneously received and consumed the logistics services benefit as the logistics services were performed. The Company used an output method of progress based on days in transit as it best depicted the Company’s progress toward complete satisfaction of the performance obligation.

Refunds and Chargebacks

Prior to the Asset Sale, refunds and chargebacks were associated with marketplace revenue. Returns were not material to the Company’s business. Estimated refunds and chargebacks were recognized on the consolidated balance sheets as refunds liability. The merchant’s share of the refunds was recognized as a reduction to the amount due to merchants. The revenue recognized on transactions subject to refunds and chargebacks was reversed. The Company estimated future refunds and chargebacks using a model that incorporated historical experience, considering recent business trends, and market activity.

Incentive Discount Offers

Prior to the Asset Sale, the Company provided incentive discount offers to its users to encourage purchases of products through its marketplace. Such offers included current discount offers of a certain percentage off current purchases and inducement offers, such as set percentage offers off future purchases subject to a minimum current purchase. The Company generally recorded the related discounts taken as a reduction of revenue when the offer was redeemed. The Company also offered free products to encourage users to make purchases on its marketplace. The resulting discount was recognized as a reduction of revenue when the offer for free product was redeemed.

Cost of Revenue

Prior to the Asset Sale, cost of revenue included colocation and data center charges, interchange and other fees for payment processing services, fraud and chargeback prevention service charges, costs of refunds and chargebacks made to users that the Company was not able to collect from merchants, depreciation and amortization of property and equipment, shipping charges, tracking costs, warehouse fees, and employee-related costs, including salaries, benefits, and stock-based compensation expense, for the Company’s infrastructure, merchant support and logistics personnel. Cost of revenue also included an allocation of general information technology and facilities overhead expenses.

Advertising Expense

Prior to the Asset Sale, advertising expenses were included in sales and marketing expenses within the consolidated statements of operations and were expensed as incurred. Advertising expenses were $12 million for the year ended December 31, 2024.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2025 and 2024, cash and cash equivalents consisted of cash deposited with banks, U.S. Treasury bills, and money market funds for which their cost approximates their fair value. The Company held 100% of its cash and cash equivalents in the United States as of December 31, 2025 and 2024.

There was no restricted cash as of December 31, 2025. Restricted cash as of December 31, 2024 was $7 million and represented amounts held in collateral for the lease for the facility located at One Sansome Street's (the “Lease”) letter of credit. Under the Asset Purchase Agreement, the Company agreed with the Buyer to transfer and assign the Lease to the Buyer and for the Buyer to assume all obligations under the Lease. The Company relinquished control of the leased facility after the Asset Sale. In order to obtain the landlord’s consent to the transfer of the Lease and effect its assignment, the Company agreed to maintain a letter of credit until the landlord accepts a replacement security proposed by the Buyer. Half of the cash collateral was funded by the Company and half was funded by the Buyer. This letter of credit was closed in July 2025.

Marketable Securities

Marketable securities consist of short-term debt securities classified as available-for-sale and have original maturities greater than 90 days. Marketable securities are carried at fair value based upon quoted market prices or pricing models for similar securities. Unrealized gains and losses on available-for-sale securities are excluded from earnings and are recognized within other comprehensive loss. Realized gains or losses on the sale of all such securities are reported in interest and other income, net, and computed using the specific identification method. For declines in fair market value below the cost of an individual marketable security, the Company assesses whether the decline in value is other than temporary based on the length of time the fair market value has been below cost, the severity of the decline and the Company’s intent and ability to hold or sell the investment. If an investment is impaired, the Company writes it down through earnings to its recoverable value and establishes that as a new cost basis for the investment.

Concentrations of Risk

Credit Risk — Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and marketable securities. The Company’s cash and cash equivalents are held on deposit with creditworthy institutions. Although the Company’s deposits exceed federally insured limits, the Company has not experienced any losses in such accounts. The Company invests its excess cash in money market accounts, U.S. Treasury notes, U.S. Treasury bills, commercial paper, corporate bonds, and non-U.S. government securities. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash, cash equivalents and marketable securities for the amounts reflected on the consolidated balance sheets. The Company’s investment policy limits investments to certain types of debt securities issued by the U.S. government, its agencies and institutions with investment-grade credit ratings and places restrictions on maturities and concentration by type and issuer.

The Company only maintains bank accounts in the United States.

Services Risk — Prior to the Asset Sale, the Company served all of its users using third-party data center and hosting providers. No significant interruptions of service were known to have occurred during the year ended December 31, 2024. The Company does not have any service risk as of December 31, 2025 as the Company no longer has marketplace and logistics operations as of the Asset Sale on April 19, 2024. Refer to Note 4 – Asset Sale for additional information on Asset Sale.

Operating Lease Obligations

Prior to the Asset Sale, the Company determined if an arrangement was a lease at inception. For leases where the Company was the lessee, right-of-use (“ROU”) assets represented the Company’s right to use the underlying asset for the term of the lease and the lease liabilities represented an obligation to make lease payments arising from the lease. Certain lease agreements contained tenant improvement allowances, rent holidays and rent escalation provisions, all of which were considered in determining the ROU assets and lease liabilities. The Company began recognizing rent expense when the lessor made the underlying asset available for use by the Company. Lease liabilities were recognized at the lease commencement date based on the present value of the future lease payments over the lease term. Lease renewal periods were considered on a lease-by-lease basis in determining the lease term. The interest rate the Company used to determine the present value of future lease payments was the Company’s incremental borrowing rate because the rate implicit in the Company’s leases was not readily determinable. The incremental borrowing rate was a hypothetical rate for collateralized borrowings in economic environments where the leased asset was located based on credit rating factors. The ROU asset was determined based on the lease liability initially established and adjusted for any prepaid lease payments and any lease incentives received. The lease term to calculate the ROU asset and related lease liability included options to extend or terminate the lease when it was reasonably certain that the Company would exercise the option. Certain leases contained variable costs, such as common area maintenance, real estate taxes or other costs. Variable lease costs were expensed as incurred on the consolidated statements of operations and comprehensive loss.

The Company has no operating or finance leases.

Loss Contingencies

The Company is involved in various lawsuits, claims and proceedings that arise in the ordinary course of business. The Company records a liability for these when it believes it is probable that it has incurred a loss, and the Company can reasonably estimate the loss. If the Company determines that a material loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the notes to the consolidated financial statements. The Company regularly evaluates current information to determine whether it should adjust a recognized liability or recognize a new one. Significant judgment is required to determine both the probability and the estimated amount.

Stock-Based Compensation

The Company measures and recognizes compensation expense for all stock-based awards, including restricted stock units (“RSUs”), performance-based units (“PSUs”), and stock options, based on the estimated fair value of the awards on the grant date. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options and the Monte Carlo Simulation model to estimate the fair value of a PSU. The fair value of RSUs is based on the market closing price for the Company's common stock as reported on the OTC Venture Markets on the date of grant. The fair value of service-based RSUs and stock options is recognized as an expense on a straight-line basis over the requisite service period, which ranges from one to four years. For stock-based awards granted to employees with a performance condition, the Company recognizes stock-based compensation expense under the accelerated attribution method over the requisite service period.

The Company's use of the Black-Scholes option-pricing and Monte Carlo Simulation models require the input of highly subjective assumptions, including the fair value of the underlying common stock, expected term of the option, expected volatility of the price of our common stock, risk-free interest rates, and the expected dividend yield of our common stock. The assumptions used in these valuation models represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, our stock-based compensation expense could be materially different in the future.

The Company accounts for forfeitures as they occur.

Foreign Currency

Prior to the Asset Sale, the functional currency of the Company’s foreign subsidiaries is the local currency for operating entities with employees and is the U.S. dollar for holding companies and pass-through entities. The assets and liabilities of its non-U.S. dollar functional currency subsidiaries were translated into U.S. dollars using exchange rates in effect at the end of each period. Revenue and expenses for its foreign subsidiaries were translated using rates that approximate those in effect during the period. Foreign currency translation adjustments were reflected in stockholders’ equity as a component of accumulated other comprehensive loss.

Prior to the Asset Sale, transactions on the Company’s marketplace occurred in various foreign currencies that were processed by its PSPs. These transactions were collected on a regular basis and were converted to U.S. dollars or euros within the short period of time between the recognition of revenue and cash collection on a regular basis, which limited the Company’s exposure to foreign currency risk.

Transaction gains and losses, including intercompany transactions denominated in a currency other than the functional currency of the entity involved are included in interest and other income, net on the consolidated statements of operations. The Company recognized an insignificant net loss resulting from foreign exchange transactions for the year ended December 31, 2024. The Company recognized a cumulative translation loss of zero and $1 million for the years ended December 31, 2025 and 2024, respectively.

Fair Value Measurement

The Company applies fair value accounting for its financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:


	Level 1—	Quoted prices in active markets for identical assets or liabilities.
	Level 2—	Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.


	Level 3—	Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

Income Taxes

The Company accounts for income taxes using the asset and liability method, under which deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between consolidated financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company determines whether it is more likely than not that a tax position will be sustained upon examination. If it is not more likely than not that a position will be sustained, no amount of benefit attributable to the position is recognized. The tax benefit to be recognized of any tax position that meets the more likely than not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency.

It is the Company’s policy to include penalties and interest expense related to income taxes as a component of interest and other income, net as necessary.

Comprehensive Loss

Comprehensive loss is comprised of three components: net loss, other comprehensive income (loss), and comprehensive loss attributable to common stockholders. Other comprehensive income (loss) consists of unrealized holding gains or losses related to derivative instruments and marketable securities, net of tax, foreign exchange-related adjustments included in the Asset Sale, and foreign currency translation adjustments. Comprehensive loss attributable to common stockholders consists of deductions attributable to redeemable non-controlling interest and comprehensive loss attributable to redeemable non-controlling interest.

Recently Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the effective tax rate reconciliation, and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The Company has applied this amendment prospectively starting in 2025; due to the Company's immaterial amount of tax liabilities and state taxes and lack of operations in foreign jurisdictions, there have been little changes to the Company's income tax disclosures. However, the Company has started presenting effective tax rate reconciling items in percentages in addition to the previously presented dollar amounts. See Note 9 — Income Taxes.

Recent Accounting Pronouncements

The Company has reviewed recent accounting pronouncements and concluded as follows:

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, which requires disclosure of specified information about certain costs and expenses including the amounts of purchase of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities, and the total amount of selling expenses and an entity's definition of selling expenses. The amendments in this ASU are effective to all public business entities for fiscal years beginning after December 15, 2026. Early adoption is permitted. The Company is evaluating the impact this amended guidance may have on the footnotes to the consolidated financial statements.

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 No. 2024-03 to be annual reporting periods beginning after December 15, 2026 and interim periods within the annual reporting periods beginning after December 15, 2027. The amendments in this ASU are effective to all public business entities. Early adoption is permitted. The Company is evaluating the impact this guidance may have on the footnotes to the consolidated financial statements together with ASU No. 2024-03.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which was intended to provide clarity without changing, expanding, or reducing current interim reporting or disclosure

requirements. The amendments in this ASU are effective to all entities that provide interim financial statements and notes in accordance with GAAP for interim reporting periods within annual reporting periods beginning after December 15, 2027 for public business entities and for interim reporting periods within annual reporting periods beginning after December 15, 2028 for entities other than public entities. Early adoption is permitted. The Company is evaluating the impact this amended guidance may have on the footnotes to the consolidated financial statements.

The Company has considered all other recently issued accounting pronouncements and concluded they are either not applicable to the business or no material impact is expected on the consolidated financial statements or notes as a result of future adoption.

Segment Information - Summary of Revenue by Geographic Area (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Revenue, Major Customer [Line Items]

Revenue

$ 0

$ 43

Core Marketplace Revenue

Revenue, Major Customer [Line Items]

Revenue

$ 13

Core Marketplace Revenue | Revenue | Geographic Concentration Risk

Revenue, Major Customer [Line Items]

Revenue percentage

100.00%

Core Marketplace Revenue | Europe

Revenue, Major Customer [Line Items]

Revenue

$ 7

Core Marketplace Revenue | Europe | Revenue | Geographic Concentration Risk

Revenue, Major Customer [Line Items]

Revenue percentage

54.00%

Core Marketplace Revenue | North America

Revenue, Major Customer [Line Items]

Revenue

^[1]

$ 5

Core Marketplace Revenue | North America | Revenue | Geographic Concentration Risk

Revenue, Major Customer [Line Items]

Revenue percentage

^[1]

38.00%

Core Marketplace Revenue | Other

Revenue, Major Customer [Line Items]

Revenue

$ 0

$ 1

Core Marketplace Revenue | Other | Revenue | Geographic Concentration Risk

Revenue, Major Customer [Line Items]

Revenue percentage

8.00%

[1]	United States accounted for $3 million of core marketplace revenue for the year ended December 31, 2024.

- Definition

For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

Segment Information

12 Months Ended

Dec. 31, 2025

Segment Reporting [Abstract]

Segment Information

11. SEGMENT INFORMATION

The Company has determined that for 2025, it did not have a reportable segment. From January 1, 2024 through the date of the Asset Sale in April 2024, it operated in one reportable segment, and from the date of the Asset Sale in April 2024 through December 31, 2024, it did not have a reportable segment. The Company’s CODM is its President who makes operating decisions, assesses financial performance and allocates resources based on consolidated financial information.

In 2024, the CODM’s ability to make business-driving decisions was limited upon receipt of the offer for the Asset Sale through the actual close of the Asset Sale on April 19, 2024. As such, from the beginning of 2024, the CODM was focused on maintaining and preserving the Company’s business organization and operations, and the purchased assets until the closing of the Asset Sale. Prior to the Asset Sale on April 19, 2024, the significant expenses within loss from operations as well as within net loss include cost of revenue, sales and marketing, product development and general and administrative expenses. After the Asset Sale, the only significant expense is general and administrative expenses. All such expenses are each separately presented on the Company’s consolidated statements of operations. Other segment items within net loss include interest and other income, net, gain on Asset Sale and provision for income taxes. After the Asset Sale, the Company’s only significant measures of profit and loss are general and administrative expenses and interest income which are each separately presented on the Company’s consolidated statements of operations.

The measure of segment assets prior to and after the Asset Sale is cash and cash equivalents as reported on the Company’s consolidated balance sheets. After the Asset Sale, the Company does not have any assets other than cash, cash equivalents and marketable securities.

For the period from January 1, 2024 to April 19, 2024, China accounted for substantially all of marketplace and logistics revenue in the respective periods based on the location of the merchants’ operations. Marketplace and logistics revenue from merchants based in the United States was immaterial in 2024. Marketplace and logistics revenue ceased upon the Asset Sale.

Core marketplace revenue earned prior to the Asset Sale by geographic area based on the ship-to address of the user was as follows:


	Year Ended December 31,
	2025			2024
	($ in millions)
Europe	$	—	—	$	7	54	%
North America(1)		—	—		5	38	%
Other		—	—		1	8	%
Core marketplace revenue	$	—	—	$	13	100	%

(1) United States accounted for $3 million of core marketplace revenue for the year ended December 31, 2024.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Asset Sale - Schedule of Discontinued Operations of Asset Held for Sale (Details) - USD ($) $ in Millions		12 Months Ended
	Apr. 19, 2024	Dec. 31, 2025	Dec. 31, 2024
Assets
Cash and cash equivalents	$ 177
Funds receivable	6
Prepaid expenses and other current assets	20
Property and equipment, net	3
Right-of-use assets	5
Other assets	3
Total assets held-for-sale	214
Liabilities
Accounts payable	13
Merchants payable	67
Refunds liability	1
Accrued liabilities	79
Lease and other liabilities	13
Total liabilities held-for-sale	173
Net Assets	41
Condensed consolidated statements of operations
Purchase price per Asset Sale	173
Add: Transaction costs paid by buyer on behalf of the Company at closing	6
Less: Excluded cash at closing	(123)
Less: Cash adjustment pursuant to the Asset Sale	(11)
Net proceeds	45
Less: Net assets sold pursuant to the Asset Sale	(41)
Gain on Asset Sale	$ 4	$ 0	$ 4

Redeemable Non-controlling Interest - Summary of Redeemable Non-controlling Interest (Details) $ in Millions	12 Months Ended
	Dec. 31, 2025 USD ($)
Temporary Equity [Line Items]
Accrued distributions and accretion to adjust redemption value of subsidiary's preferred units	$ (7)
Net (loss) attributable to redeemable non-controlling interest	(1)
Class A Convertible Preferred Units
Temporary Equity [Line Items]
Issuance of subsidiary's Preferred Units to redeemable non-controlling interest, net	72
Accrued distributions and accretion to adjust redemption value of subsidiary's preferred units	7
Net (loss) attributable to redeemable non-controlling interest	(1)
Balance, end of period	$ 78

- Definition

Carrying amount, attributable to parent and noncontrolling interests, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

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+ Details

Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Current:
Foreign		$ 6
Total current		6
Deferred:
Total provision for income taxes	$ 0	$ 6

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

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+ Details

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions	9 Months Ended	12 Months Ended
	Dec. 31, 2024 USD ($) Segment shares	Dec. 31, 2025 USD ($) Segment Lease shares	Dec. 31, 2024 USD ($) shares	Jul. 24, 2025
Summary Of Significant Accounting Policies [Line Items]
Unrestricted cash, cash equivalents, and marketable securities		$ 218
Accumulated loss	$ (3,330)	$ (3,352)	$ (3,330)
Preferred stock, shares issued \| shares	0	0	0
Number of operating segment \| Segment		1
Number of reportable segment \| Segment	1	1
Advertising expense			$ 12
Restricted cash	$ 7	$ 0	7
Number of operating leases outstanding \| Lease		0
Number of finance leases outstanding \| Lease		0
Depreciation and amortization			1
Cumulative translation gain (loss)	$ (1)	$ (0)	$ (1)
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]		true
Accounting Standards Update [Extensible Enumeration]		us-gaap:AccountingStandardsUpdate202309ProspectiveMember
BCP Special Opportunities Fund III Originations LP
Summary Of Significant Accounting Policies [Line Items]
Percentage of ownership of holdings		26.30%
Minimum
Summary Of Significant Accounting Policies [Line Items]
Percentage of acquiring Beneficial ownership.				4.90%
Original maturities of marketable securities		90 days
Minimum \| Restricted Stock Units (RSUs) and Stock Options
Summary Of Significant Accounting Policies [Line Items]
Award requisite service period		1 year
Maximum
Summary Of Significant Accounting Policies [Line Items]
Percentage of acquiring Beneficial ownership.				4.90%
Maximum \| Restricted Stock Units (RSUs) and Stock Options
Summary Of Significant Accounting Policies [Line Items]
Award requisite service period		4 years
United States
Summary Of Significant Accounting Policies [Line Items]
Percentage of cash and cash equivalents	100.00%	100.00%	100.00%

Operating Leases - Supplemental Cash Flow Information for Operating Leases (Details) $ in Millions	12 Months Ended
	Dec. 31, 2024 USD ($)
Cash paid for amounts included in the measurement of lease liabilities:
Cash paid for operating leases	$ 3

Description of Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Jul. 24, 2025	Dec. 31, 2025	Dec. 31, 2024	Feb. 10, 2024
Class Of Stock [Line Items]
Entity Incorporation, State or Country Code		DE
Entity incorporation, date		Apr. 30, 2025
Number of shares exchanged for each share of Class A common stock	1
Increase in operating loss carryforwards		$ 2,900
Estimated transaction costs	$ 2
Preferred stock, par value		$ 0.0001	$ 0.0001
Series A Preferred Stock \| Tax Benefits Preservation Plan
Class Of Stock [Line Items]
Preferred stock dividend shares issuable				0.001
Preferred stock, par value				$ 0.0001
Maximum
Class Of Stock [Line Items]
Percentage of acquiring beneficial ownership	4.90%
Minimum
Class Of Stock [Line Items]
Percentage of acquiring beneficial ownership	4.90%

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Deferred tax assets:
NOL carryforwards	$ 640	$ 634
Capitalization of research and development expenses	30	40
Capital loss carryforwards	11	11
Intangible assets	1
Other	3
Total gross deferred tax assets	685	685
Less: valuation allowance	$ (685)	$ (685)

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Cash flows from operating activities:
Net loss attributable to common stockholders	$ (29)	$ (75)
Net loss and adjustment attributable to redeemable non-controlling interest	6
Net loss	(23)	(75)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1
Noncash lease expense		1
Stock-based compensation	11	12
Net accretion of discounts and premiums on marketable securities	(6)	(4)
Gain on Asset Sale	0	(4)
Changes in operating assets and liabilities:
Prepaid expenses, other current and noncurrent assets		1
Accounts payable	4	(15)
Merchants payable		(8)
Accrued and refund liabilities	(2)	(7)
Lease liabilities		(2)
Other current and noncurrent liabilities		6
Net cash used in operating activities	(16)	(94)
Cash flows from investing activities:
Cash disposed on Asset Sale, net of proceeds		(133)
Purchases of marketable securities	(331)	(168)
Sales of marketable securities		5
Maturities of marketable securities	279	228
Net cash used in investing activities	(52)	(68)
Cash flows from financing activities:
Proceeds from issuance of redeemable convertible Preferred Units, net	72
Payment of taxes related to RSU settlement		(1)
Net cash used in provided by (used in) financing activities	72	(1)
Foreign currency effects on cash, cash equivalents, and restricted cash		(2)
Net increase (decrease) in cash, cash equivalents and restricted cash	4	(165)
Cash, cash equivalents and restricted cash at beginning of year	73	238
Cash, cash equivalents and restricted cash at end of year	77	73
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets:
Cash and cash equivalents	77	66
Restricted cash included within prepaid expenses and other current assets in the consolidated balance sheets		7
Total cash, cash equivalents and restricted cash	$ 77	73
Supplemental cash flow disclosures:
Cash paid for operating leases		$ 3

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

Components of Loss Before Provision for Income Taxes

The components of loss before provision for income taxes are as follows:


	Year Ended December 31,
	2025			2024
	(in millions)
Domestic	$	(23	)	$	(127	)
Foreign		—			58
Loss before provision for income taxes	$	(23	)	$	(69	)

Schedule of Provision for Income Taxes

The provision for income taxes consisted of the following:


	Year Ended December 31,
	2025		2024
	(in millions)
Current:
Federal	$	—	$	—
State		—		—
Foreign		—		6
Total current		—		6
Deferred:
Federal		—		—
State		—		—
Foreign		—		—
Total deferred		—		—
Total provision for income taxes	$	—	$	6

Reconciliation of Income Taxes Computed at Statutory Federal Income Tax Rate and Provision for Income Taxes

The difference between income taxes computed at the statutory federal income tax rate and the provision for income taxes is attributable to the following:


	Year Ended December 31,
	2025					2024
	(in millions)
Federal benefit at statutory rate	$	(4	)	21.0	%	$	(15	)
State tax (benefit), net of federal benefit		—		(0.3	%)		—
Stock-based compensation		—		(0.7	%)		3
Redeemable non-controlling interest		(1	)	4.9	%		—
Foreign rate differential		—		0.0	%		7
Research and development credits		—		0.0	%		—
Basis difference on Asset Sale		—		0.0	%		(6	)
Severance paid by Qoo10		—		0.0	%		—
Transaction costs		1		(5.2	%)		—
Change in federal valuation allowance		4		(19.9	%)		17
Other adjustments		—		(0.1	%)		—
Total provision for income taxes	$	—		-0.3	%	$	6

Schedule of Deferred Tax Assets and Liabilities

Deferred tax assets and liabilities are as follows:


	December 31,
	2025			2024
	(in millions)
Deferred tax assets:
NOL carryforwards	$	640		$	634
Capitalization of research and development expenses		30			40
Capital loss carryforwards		11			11
Intangible assets		1			—
Other		3			—
Total gross deferred tax assets		685			685
Less: valuation allowance		(685	)		(685	)
Total deferred tax assets, net of valuation allowance	$	—		$	—

Summary of Deferred Tax Asset Valuation Allowance

The table below details the activity of the deferred tax asset valuation allowance:


	Balance at Beginning of Period		Additions		Deductions		Balance at End of Period
	(in millions)
Year ended December 31, 2025
Deferred tax assets valuation allowance	$	685	$	—	$	—	$	685
Year ended December 31, 2024
Deferred tax assets valuation allowance	$	669	$	16	$	—	$	685

Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block]

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


	Year Ended December 31,
	2025		2024
	(in millions)
Balance as of January 1	$	—	$	4
Additions for tax positions of current year		—		—
Additions for tax positions of prior years		—		—
Decreases for tax positions of prior years		—		(4	)
Balance as of December 31	$	—	$	—

Summary of Significant Accounting Policies - Summary of Disaggregated Revenue (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Disaggregation Of Revenue [Line Items]
Revenue	$ 0	$ 43
Core Marketplace Revenue
Disaggregation Of Revenue [Line Items]
Revenue	0	13
ProductBoost Revenue
Disaggregation Of Revenue [Line Items]
Revenue	0	4
Marketplace Revenue
Disaggregation Of Revenue [Line Items]
Revenue	0	17
Logistics Revenue
Disaggregation Of Revenue [Line Items]
Revenue	$ 0	$ 26

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-7

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
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-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (d)
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-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 91
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479777/606-10-55-91

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Statement of Comprehensive Income [Abstract]
Net loss	$ (23)	$ (75)
Other comprehensive income :
Unrealized holding losses on derivatives and marketable securities, net of tax		(1)
Foreign exchange-related adjustment included in Asset Sale		9
Foreign currency translation adjustment		(1)
Other comprehensive income		7
Total comprehensive loss	(23)	(68)
Less: adjustments attributable to redeemable non-controlling interest	(7)	0
Less: comprehensive loss attributable to redeemable non-controlling interest (Note 7)	1
Comprehensive loss attributable to common stockholders	$ (29)	$ (68)

Common Stock and Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

Summary of Activity Under Equity Plans and Related Information

A summary of activity under the equity plans and related information is as follows:


	Options Outstanding							RSUs Outstanding
	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (In Years)		Number of RSUs			Weighted- Average Grant Date Fair Value
	(in thousands)							(in thousands)
Balances as of December 31, 2024		366		$	18.00		1.3		481		$	6.97
Granted		—							304		$	7.11
Vested		—							(577	)	$	7.03
Forfeited or cancelled		(3	)	$	166.68				(40	)	$	6.47
Balances as of December 31, 2025		363		$	16.95		0.3		168		$	7.14

Summary of Stock-Based Compensation Expense

Total stock-based compensation expense included in the consolidated statements of operations is as follows:


	Year Ended
	December 31,
	2025		2024
	(in millions)
Sales and marketing	$	—	$	1
Product development		—		6
General and administrative		11		5
Total stock-based compensation(1)	$	11	$	12

(1)

Total stock-based compensation expense for the year ended December 31, 2025 decreased by $1 million compared to the year ended December 31, 2024 primarily due to reduced headcount as a result of the Asset Sale partially offset by the accelerated vesting of Mr. Bajaj's Time Vesting Grant and Performance Vesting Grant. Refer to Note 4 - Asset Sale for additional information on the Asset Sale.

Summary of Changes in Non-vested

Changes in Class P Units for the year ended December 31, 2025 were as follows (in thousands, except per share amounts):


	Time Vesting Grant					Performance Vesting Grant
	Number of Units			Weighted Average Grant Date Fair Value		Number of Units		Weighted Average Grant Date Fair Value
Nonvested as of January 1, 2025		—		$	—		—	$	—
Granted		474			3.21		1,898		2.39
Vested		(474	)		3.21		—		—
Forfeited		—			—		—		—
Nonvested as of December 31, 2025		—		$	—		1,898	$	2.39

Changes in non-vested 600K Class P Unit Award as of December 31, 2025 were as follows:


	Number of Units		Weighted Average Grant Date Fair Value
Nonvested as of January 1, 2025		—	$	—
Granted		600		0.56
Vested		—		—
Forfeited		—		—
Nonvested as of December 31, 2025		600	$	0.56

Summary of Valuation Assumptions

The valuation assumptions utilized for the Class P Units as of the March 6, 2025 grant date were as follows:


Expected time to a liquidity event (1)	5.00 years
Expected volatility (2)		39	%
Risk-free interest rate (3)		3.98	%
Equity value (4)	$	222
Discount for lack of marketability		20	%

(1)

Represents the expected time to a liquidity event as of the measurement date.

(2)

Because Holdings is a private company that was formed on the grant date, it is not possible to base Holdings' expected volatility assumption on the historical volatility of the Holdings' stock price. A selected specific peer group was used to develop a volatility indication for Holdings as of the Valuation Date using each peer company’s historical equity volatility over the period commensurate with the expected time to a liquidity event, adjusting for differences in financial leverage. The peer group was selected based on the types of companies that Holdings will likely acquire.

(3)

The risk-free rate equals the continuously compounded yield on zero-coupon U.S. Treasury Separate Trading of Registered Interest and Principal of Securities as of the Valuation Date for a period equal to the time from the Valuation Date until the expected liquidity event, assuming linear interpolation between terms.

(4)

The fair value of the Company’s equity was estimated based on the capital contributions for the Preferred Units and Class B common units given that capital was contributed on the measurement date.

The valuation assumptions utilized for the 600K Class P Unit Award as of the December 7, 2025 grant date were as follows:


Expected time to a liquidity event (1)	5.23 years
Expected volatility (2)		30	%
Risk-free interest rate (3)		3.71	%
Equity value (4)	$	738
Discount for lack of marketability		20	%

(1)

Represents the expected time to a liquidity event as of the measurement date.

(2)

Given the fundamental change in the Company’s business expected to result from the closing of the US Salt deal, the Company’s historical stock price volatility is not a reasonable proxy for expected volatility. Accordingly, the Company estimated expected volatility using a selected group of guideline public companies, considering industry alignment, size, and stage of development, with adjustments to reflect differences in financial leverage.

(3)

The risk-free rate equals the continuously compounded yield from the US Treasury’s published Daily Treasury Par Yield Curve Rates as of the Valuation Date for a period equal to the time from the 600K Valuation Date until the expected liquidity event, assuming linear interpolation between terms.

(4)

Holdings’ underlying equity value on the 600K Valuation Date was estimated to be equal to the capital contributions for the Class A Units and Class B Units on a pro forma basis assuming closing of the US Salt Acquisition.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

6. COMMITMENTS AND CONTINGENCIES

Revolving Credit Facility

In November 2020, the Company entered into a five-year $280 million senior secured revolving credit facility (the “Revolving Credit Facility”). If the Company is able to secure additional lender commitments and satisfy certain other conditions, the aggregate facility commitments can be increased by up to $100 million through an accordion option. The Company also enters into letters of credit from time to time, which reduces its borrowing capacity under the Revolving Credit Facility. Interest on any borrowings under the Revolving Credit Facility accrues at either adjusted reference rate plus 1.50% or at an alternative base rate plus 0.50%, at the Company’s election, and the Company is required to pay a commitment fee that accrues at 0.25% per annum on the unused portion of the aggregate commitments under the Revolving Credit Facility. The Company is required to pay a fee that accrues at 1.50% per annum on the average daily amount available to be drawn under any letters of credit outstanding under the Revolving Credit Facility. In March 2024, the Company executed a letter to reduce the Revolving Credit Facility from an aggregate principal amount of $280 million to $7 million.

The Revolving Credit Facility contains customary conditions to borrowing, events of default and covenants, including covenants that restrict the Company’s ability (and the ability of certain of the Company’s subsidiaries) to incur indebtedness, grant liens, make certain fundamental changes and asset sales, make distributions to stockholders, make investments or engage in transactions with affiliates. It also contains a minimum liquidity financial covenant of $350 million, which includes unrestricted cash and any available borrowing capacity under the Revolving Credit Facility. The obligations under the Revolving Credit Facility are secured by liens on substantially all of the Company’s domestic assets and are guaranteed by any material domestic subsidiaries, subject to customary exceptions. A standby letter of credit in the amount of approximately $7 million was issued under the Revolving Credit Facility in conjunction with the lease of the Company’s previous headquarters in San Francisco, California. Fees incurred under the Revolving Credit Facility were insignificant for the years ended December 31, 2025 and 2024.

At the closing of the Asset Sale on April 19, 2024, the Company terminated the Revolving Credit Facility. At that closing, the Letter of Credit ceased to be issued under the Revolving Credit Facility and was cash collateralized in equal amounts by the Company and the Buyer. Furthermore, the Company's previous headquarters was transferred to the Buyer, which has assumed the Company's obligations under the lease for those headquarters upon closing of the Asset Sale. Refer to Note 4 – Asset Sale for additional information on Asset Sale.

In March 2025, the Company reduced the Letter of Credit and $6 million cash collateral was released. In July 2025, the Company closed the Letter of Credit and the restriction was lifted on the remaining $1 million cash collateral. In August 2025, the Company received the $1 million cash collateral that had been recorded as restricted cash and included in prepaid expenses and other current assets in 2024 and repaid the $1 million to Qoo10 that had been included in accrued liabilities in 2024.

Legal Contingencies and Proceedings

Beginning in May 2021, four putative class action lawsuits were filed in the U.S. District Court for the Northern District of California against the Company, its directors, certain of its officers and the underwriters named in its initial public offering (“IPO”) registration statement alleging violations of securities laws based on statements made in its registration statement on Form S-1 filed with the Securities and Exchange Commission (the "SEC") in connection with its IPO and seeking monetary damages. One of these cases has since been dismissed by the plaintiff and the remaining three have been coordinated and consolidated. In May 2022, the Court appointed lead plaintiffs, who subsequently filed an amended consolidated class action complaint pursuant to Sections 11 and 15 of the Securities Act of 1933, as amended (the "Securities Act"), and Sections 10(b) and 20(a) of the Exchange Act. On April 10, 2023, the plaintiffs filed an amended complaint and asserted only claims made under Sections 11 and 15 of the Securities Act. In December 2023, the Court granted the defendants' motion to dismiss the first amended consolidated complaint. In February 2024, plaintiffs filed a second amended consolidated complaint, which the defendants have moved to dismiss. In August 2024, the Court granted the motion to dismiss without leave to amend and with prejudice. In September 2024, plaintiffs filed a motion to alter judgment noticed for hearing in January 2025. In February 2025, the court denied the plaintiffs' motion to alter judgement. In March 2025, plaintiffs filed a notice of appeal to the Ninth Circuit. In September 2025, plaintiffs filed their opening brief to the Ninth Circuit. The Company filed its answering brief with the Ninth Circuit in December 2025. In January 2026, plaintiffs filed their answering brief. The Company believes these lawsuits are without merit and intends to vigorously defend them. Based on the preliminary nature of the proceedings in these cases, the Company cannot estimate a range of potential losses at this point in time.

In August 2021, a shareholder derivative action purportedly brought on behalf of the Company, Patel v. Szulczewski, was filed in the U.S. District Court for the Northern District of California alleging that the Company’s directors and officers

made or caused the Company to make false and/or misleading statements about the Company’s business operations and financial prospects in various public filings. Plaintiff asserts claims for breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, violations of Section 14(a) of the Exchange Act, and for contribution under Sections 10(b) and 21D of the Exchange Act and is seeking monetary damages. This matter is currently stayed. The Company believes this lawsuit is without merit and it intends to vigorously defend it. Based on the preliminary nature of the proceedings in these cases, the Company cannot estimate a range of potential losses at this point in time.

As of December 31, 2025, in the opinion of management, there were no other legal contingency matters that arose in the ordinary course of business, either individually or in aggregate, that would have a material adverse effect on the financial position, results of operations, or cash flows of the Company. Given the unpredictable nature of legal proceedings, the Company bases its estimate on the information available at the time of the assessment. As additional information becomes available, the Company will reassess the potential liability and may revise the estimate.

December 2025 Debt Commitment Letter

In connection with the US Salt Acquisition, on December 8, 2025, Holdings entered into a debt commitment letter with certain lenders (the "Debt Commitment Letter"), pursuant to which the lenders committed to provide senior secured credit facilities consisting of (A) a term loan facility in an aggregate principal amount of up to $215 million (the "Term Loan Facility"); and (B) a revolving facility in an aggregate principal amount of up to $25 million (of which up to $10 million is available for letters of credit)(the "Revolving Facility").

The proceeds from these facilities are intended to be used, together with equity financing from backstop agreements and a rights offering, to: (i) fund a portion of the acquisition consideration; (ii) repay US Salt's existing indebtedness under its current credit facility; (iii) pay fees and expenses incurred in connection with the acquisition; (iv) cash collateralize, backstop, or replace letters of credit of US Salt outstanding at closing; and (v) fund working capital and general corporate purposes.

The Revolving Facility will mature seven years after the closing date and includes a springing financial covenant requiring a maximum ratio of the aggregate principal amount of third party indebtedness of ContextLogic and its subsidiaries to consolidated earnings before interest, tax, depreciation, and amortization for the most recently ended four consecutive fiscal quarters for which financial statements are internally available of 7.00:1.00 tested quarterly when revolving borrowings exceed 40% of total commitments. The Term Loan Facility contains no financial covenants.

The commitments under the Debt Commitment Letter are subject to customary conditions precedent set forth in the agreement. In February 2026, the Company entered into a credit agreement following the terms described in the Debt Commitment Letter; refer to Note 12 – Subsequent Events for more information.

Common Stock and Stock-Based Compensation - Summary of Activity Under Equity Plans and Related Information (Details) - $ / shares	1 Months Ended	12 Months Ended
	Apr. 30, 2024	Dec. 31, 2025	Dec. 31, 2024
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Options, Beginning balance		366,000
Number of Options, Granted		0	0
Number of Options, Forfeited or cancelled		(3,000)
Number of Options, Ending balance		363,000	366,000
Weighted-Average Exercise Price, Beginning balance		$ 18
Weighted-Average Exercise Price, Forfeited or cancelled		166.68
Weighted-Average Exercise Price, Ending balance		$ 16.95	$ 18
Weighted-Average Remaining Contractual Term		3 months 18 days	1 year 3 months 18 days
Restricted Stock Units ("RSUs")
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Restricted Stock Units, Beginning balance		481,000
Number of Restricted Stock Units, Granted	56,000	304,000
Number of Restricted Stock Units, Vested		(577,000)
Number of Restricted Stock Units, Forfeited or cancelled		(40,000)
Number of Restricted Stock Units, Ending balance		168,000	481,000
Weighted-Average Grant Date Fair Value, Beginning balance		$ 6.97
Weighted-Average Grant Date Fair Value, Granted		7.11	$ 6.67
Weighted-Average Grant Date Fair Value, Vested		7.03
Weighted-Average Grant Date Fair Value, Forfeited or cancelled		6.47
Weighted-Average Grant Date Fair Value, Ending balance		$ 7.14	$ 6.97

Common Stock and Stock-Based Compensation - Additional Information (Details) - USD ($)			1 Months Ended				12 Months Ended
	Mar. 06, 2025	Apr. 19, 2024	Dec. 31, 2025	Apr. 30, 2024	Feb. 29, 2024	Feb. 28, 2023	Dec. 31, 2025	Dec. 31, 2024	May 09, 2025	Mar. 31, 2025
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Term of option award		2 years
Aggregate intrinsic value of RSUs outstanding			$ 0				$ 0	$ 3,000,000
Aggregate intrinsic value of options outstanding			$ 1,000,000				$ 1,000,000	$ 0
Number of Options, Granted							0	0
Aggregate fair value of options vested							$ 363,000
Unrecognized compensation expenses								$ 0
Weighted average exercise price			$ 16.95				$ 16.95
Weighted-average remaining contractual term							3 months 18 days
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Term of option award					90 days
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Term of option award					2 years
2020 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Incentive plan approval date							Nov. 19, 2020
Common stock shares outstanding percentage							5.00%
Number of shares available for grant			4,000,000				4,000,000
2022 Inducement Plan \| Class A Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares available for grant			365,000				365,000
Mr. Jun Yan \| 2020 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period						2 years
Term of option award		2 years				10 years
Termination date		Apr. 19, 2024
Share-based compensation arrangement by share-based payment award, expiration date		Apr. 19, 2026
Mr. Jun Yan \| 2020 Employee Stock Purchase Plan \| Class A Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options, Grant date Fair Value						$ 3,000,000
Number of Options, Granted						299,000
Exercise price						$ 15.03
Restricted Stock Units ("RSUs")
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average grant date fair value, granted							$ 7.11	$ 6.67
Aggregate intrinsic value vested							$ 4,000,000	$ 13,000,000
Unrecognized compensation expenses, recognition period							1 year
Number of Restricted Stock Units, Granted				56,000			304,000
Number of Restricted Stock Units Worth				$ 310,000
Restricted Stock Units ("RSUs") \| 2010 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Term of option award							7 years
Restricted Stock Units ("RSUs") \| 2010 Equity Incentive Plan \| Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period							4 years
Restricted Stock Units ("RSUs") \| 2010 Equity Incentive Plan \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period							5 years
Restricted Stock Units ("RSUs") \| Mr. Jun Yan \| 2020 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted stock units, granted date fair value						$ 3,000,000
Number of Options, Granted						167,000
Class P Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation expense							$ 6,000,000
Stock-based compensation expense upon acceleration of Class P units			$ 5,000,000
Class P Units \| Vesting Upon Later of Two Year Anniversary
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vest upon the performance									712,000
Class P Units \| Vesting Upon Later of Three Year Anniversary
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vest upon the performance									712,000
Class P Units \| Vesting Upon Four Year Anniversary
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vest upon the performance									474,000	474,000
Class P Units \| Employment Agreement
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares awarded as compensation	2,372,000
600K Class P Unit Award
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share based compensation expense							$ 0
Weighted average grant date fair value, granted							$ 0.56
Number of Options, Granted			600,000
common stock per share			$ 30				$ 30
Number of Restricted Stock Units, Granted							600,000
600K Class P Unit Award \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options, Grant date Fair Value			$ 1,000,000
Compensation expense to be recognized related to vesting of award			$ 1,000,000				$ 1,000,000
Performance-based Class P Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average grant date fair value, granted							$ 2.39
Cumulative fair value of grant							$ 5,000,000
Shares awarded as compensation	1,423,000
Number of Restricted Stock Units, Granted							1,898,000
Performance-based Class P Units \| Vesting Upon Later of Three Year Anniversary
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vest upon the performance										712,000
Performance-based Class P Units \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares awarded as compensation	1,898,000
Time-based Class P Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average grant date fair value, granted							$ 3.21
Cumulative fair value of grant							$ 1,000,000
Vest upon the performance										712,000
Number of Restricted Stock Units, Granted							474,000
Time-based Class P Units \| Employment Agreement
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares awarded as compensation	474,000

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2025	Dec. 31, 2024
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	3,000,000,000	3,000,000,000
Common stock, shares issued	26,876,000	26,299,000
Common stock, shares outstanding	26,876,000	26,299,000

Redeemable Non-controlling Interest

12 Months Ended

Dec. 31, 2025

Temporary Equity Disclosure [Abstract]

Redeemable Non-controlling Interest

7. REDEEMABLE NON-CONTROLLING INTEREST

In March 2025, Holdings entered into the A&R Investment Agreement with BCP under which Holdings may issue up to 150 thousand Preferred Units for an aggregate purchase price of up to $150 million (the "Investment Transaction"). An initial closing of the Investment Transaction occurred in March 2025 whereby Holdings issued and sold 75 thousand Preferred Units for an aggregate purchase price of $75 million.

The Preferred Units (a) have a stated value of $1,000 per share; (b) accrue a distribution of 4.0% per annum of the Class A accrued amount, which is the product of the number of Class A preferred units outstanding multiplied by their stated value plus all Class A distributions accrued but not yet paid, until the consummation of an acquisition of businesses or assets with an aggregate enterprise value of at least $100 million ("Acquisition"); (c) accrue a distribution of 8.0% per annum of the Class A accrued amount from the date of the consummation of an Acquisition; and (d) convert into newly issued Class B common units ("Common Units") equal to the conversion ratio multiplied by the number of Preferred Units submitted for conversion, where the conversion ratio is the Class A accrued amounts plus any accrued and unpaid distributions which have not been added to the Class A accrued amount yet divided by $8.00 (subject to adjustment as set forth in the Amended and Restated Limited Liability Company Agreement of Holdings). Accrued distributions can be settled either in cash or through conversion to Common Units. As of December 31, 2025, Holdings had accrued distributions of $3 million on the outstanding Preferred Units. The accrued distributions are treated as a deemed dividend and are recorded as an adjustment to additional paid-in capital.

The Preferred Units are convertible only into Common Units of Holdings and only redeemable upon (i) an “ordinary liquidation”, (ii) at BCP's option upon Holdings' failure to complete an acquisition on or prior to the second anniversary of the Initial Closing or (iii) at Holdings' option on or after the fifth anniversary of an acquisition event. Holdings is required to seek written consent from BCP prior to the consummation of an acquisition. As such, the redemption of the Preferred Units is outside the control of Holdings and the Company has classified the Preferred Units as mezzanine equity.

The Preferred Units included the right to participate, at the Company's sole discretion, in a future investment of 75 thousand additional Preferred Units for $75 million, contingent on the Acquisition. The Company concluded that this future tranche right was not a freestanding financial instrument, as it was neither separately exercisable nor legally detachable. It was evaluated as an embedded derivative and was not bifurcated, as it lacked net settlement characteristics and therefore did not meet the definition of a derivative.

The Preferred Units have been initially recognized at a fair value of $75 million, the proceeds on the date of issuance. This amount has been reduced by $3 million, the cost of issuing the Preferred Units, resulting in an adjusted initial carrying value of $72 million. The adjusted initial carrying value is being accreted to the redemption value at the end of each reporting period. The accretion to the redemption value is treated as a deemed dividend and is recorded as an adjustment to Holdings' additional paid-in capital.

The following table summarizes Holdings' non-controlling interest presented as a separate component of the Company's consolidated statements of operations:


	Year ended
	December 31, 2025
	(in millions)
Net loss attributable to redeemable non-controlling interest	$	1

The following table summarizes the activity in the redeemable non-controlling interest for the period indicated below:


	Year ended
	December 31, 2025
	(in millions)
Balance, beginning of period	$	—
Issuance of subsidiary's Preferred Units to redeemable non-controlling interest, net		72
Accrued distributions and accretion to adjust redemption value of subsidiary's Preferred Units		7
Net loss attributable to redeemable non-controlling interest		(1	)
Balance, end of period	$	78

Asset Sale (Tables)

12 Months Ended

Dec. 31, 2025

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Discontinued Operations of Asset Held for Sale

The assets and liabilities of the disposed of business at the date of disposition i.e. April 19, 2024, were as follows (in millions):


	(in millions)
Assets
Cash and cash equivalents	$	177
Funds receivable		6
Prepaid expenses and other current assets		20
Property and equipment, net		3
Right-of-use assets		5
Other assets		3
Total assets held for sale		214
Liabilities
Accounts payable		13
Merchants payable		67
Refunds liability		1
Accrued liabilities		79
Lease and other liabilities		13
Total liabilities held for sale		173
Net Assets	$	41

As a result of the Asset Sale, the Company recorded a gain on Asset Sale of $4 million in the consolidated statements of operations.


	(in millions)
Purchase price per Asset Sale	$	173
Add: Transaction costs paid by buyer on behalf of the Company at closing		6
Less: Excluded cash at closing		(123	)
Less: Cash adjustment pursuant to the Asset Sale		(11	)
Net proceeds		45
Less: Net assets sold pursuant to the Asset Sale		(41	)
Gain on Asset Sale	$	4

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

Description of Business

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

Description of Business

1. description OF BUSINESS

ContextLogic Holdings Inc. (the "Company", "ContextLogic", "we", “our” or "us") is a publicly traded company currently seeking to develop and grow a de novo business that provides a permanent home for exceptional businesses by combining liquidity, providing patient capital, aligning incentives, and prioritizing operator-led governance. The Company currently does not generate revenue.

The Company was incorporated in the state of Delaware in April 2025 and is headquartered in Oakland, California, with operations domestically. Prior to the Asset Sale (defined below), the Company had operations internationally; however, post the Asset Sale, the Company no longer has foreign operations.

Reorganization

On July 24, 2025, the Company's stockholders approved, and, on August 7, 2025, the Company completed, a reorganization under Section 251 of the Delaware General Corporation Law (the "Reorganization"). Under the Reorganization, ContextLogic Inc. ("CLI Inc.") became a wholly owned subsidiary of ContextLogic and (i) each outstanding share of Class A common stock of CLI Inc. was exchanged for one share of common stock of ContextLogic, (ii) each option to purchase shares of common stock of CLI Inc. was assumed by ContextLogic and became exercisable for an equivalent number of shares of common stock of ContextLogic and (iii) each restricted stock unit to be settled in shares of common stock of CLI Inc. was assumed by ContextLogic 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 common stock of ContextLogic. Each share of common stock of ContextLogic 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 conjunction with the Reorganization, CLI Inc. was converted into a Delaware limited liability company (“CLI LLC”). ContextLogic succeeds as the reporting entity under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Rule 12g-3(a) and is trading under the OTCQB Venture Market with the ticker “LOGC.”

CLI LLC (formerly known as ContextLogic Inc.) was incorporated in the state of Delaware in June 2010 and was converted to a limited liability company in August 2025, in conjunction with the Reorganization, and ContextLogic Holdings Inc. was incorporated in the state of Delaware in April 2025. All references to the “Company” are to CLI LLC, prior to the Reorganization and to ContextLogic Holdings Inc. subsequent to the Reorganization.

The Reorganization was accounted for as a common-control transaction under Accounting Standards Codification 805-50, and historical carrying amounts were maintained in the consolidated financial statements. The Reorganization will preserve the Company's approximately $2.9 billion in net operating losses ("NOLs") by implementing transfer restrictions at the holding-company level to prevent an "ownership change" under Internal Revenue Code of 1986, as amended (the "Code"), Section 382, while enhancing structural flexibility for future acquisitions. Transaction costs of approximately $2 million were expensed as incurred.

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 as rights agent (the “Tax Benefits Preservation Plan”). The Tax Benefits Preservation Plan was intended to protect against a possible limitation on the Company’s ability to use the Company’s NOLs and certain other tax attributes to reduce potential future U.S. federal income tax obligations. The Tax Benefits Preservation Plan declared a dividend of one right that entitled its holder, subject to the terms of the Tax Benefits Preservation Plan, to purchase from CLI Inc. one one-thousandth of a share of Series A Junior Participating Preferred Stock, $0.0001 par value per share of the Company. 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.

US Salt Acquisition

ContextLogic has been searching for bolt-on acquisitions of assets or businesses complementary to their operations in order to support the publicly-traded business ownership platform established to own a collection of niche, competitively advantaged, long-duration businesses.

On December 8, 2025, the Company entered into a purchase agreement (the "Purchase Agreement") with CLI LLC, ContextLogic Holdings, LLC ("Holdings"), Salt Management Aggregator, LLC, a Delaware limited liability company (the “Management Aggregator”), Emerald Lake Pearl Acquisition GP, L.P., a Delaware limited partnership (“Emerald GP”), Emerald Lake Pearl Acquisition-A, L.P., a Delaware limited partnership (“Blocker Seller”), Emerald Lake Pearl Acquisition Blocker, LLC, a Delaware limited liability company (“Blocker”), Emerald Lake Pearl Acquisition, L.P., a Delaware limited partnership (solely in its capacity as a Seller Party, “Emerald Fund” and, together with Emerald GP and Blocker Seller, the “Emerald Investors”), Abrams Capital Partners I, L.P., a Delaware limited partnership ("ACP I"), Abrams Capital Partners II, a Delaware limited partnership ("ACP II"), Riva Capital Partners V, L.P., a Delaware limited partnership (“Riva V”), and Riva Capital Partners VI, L.P., a Delaware limited partnership (“Riva VI,” and together with ACP I, ACP II and Riva V, collectively, the “Abrams Investors”), the investors set forth on Schedule II to the Purchase Agreement (the “Management Investors” and, together with the Emerald Investors and the Abrams Investors, collectively, the “Seller Parties”), and Emerald Lake Pearl Acquisition, L.P., a Delaware limited partnership, solely in its capacity as the Sellers Representative pursuant to the Purchase Agreement (the “Sellers Representative”). Under this Purchase Agreement, the Company committed to acquire 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”)) and architect a new platform based on aligned ownership, decentralized operations, and disciplined capital deployment (such acquisition, the “US Salt Acquisition”). Refer to Note 12 – Subsequent Events for more information.

Asset Sale

On April 19, 2024, following the vote by a majority of the outstanding shares of the Company’s common stock and the satisfaction of other customary closing conditions the Company consummated the transaction pursuant to that certain asset purchase agreement (the “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) the Company agreed to sell substantially all of its assets to Qoo10 Delaware or an affiliate designated by Qoo10 Delaware (such designated affiliate, the “Buyer”), other than (A) the Company’s NOLs and certain other tax attributes, (B) the Company’s marketable securities and (C) certain of the Company’s cash and cash equivalents, and (ii) Qoo10 agreed to acquire those assets and assume substantially all of the Company’s liabilities as specified in the Asset Purchase Agreement (the “Asset Sale”).

Prior to the Asset Sale, the Company owned and operated the Wish platform (“Wish”). The Wish platform generated revenue for the Company from the marketplace and logistics services provided to merchants. As a result of the Asset Sale, the Wish platform and all related operating assets were sold to the Buyer. The consolidated financial statements presented in this Annual Report on Form 10-K reflect the Asset Sale as it was completed on April 19, 2024. Accordingly, the consolidated financial statements and the narrative description of the Company’s business, assets, liabilities and risks contained in the related Notes to Consolidated Financial Statements, as well as in the accompanying Management’s Discussion and Analysis of Financial Condition and Results of Operations reflect the pre-Asset Sale operations up to April 19, 2024, the results of the Asset Sale, and the post-Asset Sale activities since April 19, 2024. Refer to Note 4 – Asset Sale for additional information on the Asset Sale.

The net assets associated with the Asset Purchase Agreement met the criteria to be classified as assets held for sale upon approval of the stockholders on April 18, 2024. On April 19, 2024, all outstanding unvested restricted awards for employees and directors were accelerated and fully vested. Following the Asset Sale, substantially all of the Company's employees became employees of the Buyer.

Net Loss Per Share

12 Months Ended

Dec. 31, 2025

Earnings Per Share [Abstract]

Net Loss Per Share

10. Net loss per share

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders:


	Year Ended December 31,
	2025			2024
	($ in millions, shares in thousands, except per share data)
Numerator:
Net loss attributable to common stockholders	$	(29	)	$	(75	)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted		26,586			25,690
Net loss per share attributable to common stockholders, basic and diluted	$	(1.09	)	$	(2.92	)

The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect:


	December 31,
	2025		2024
	(in thousands)
Common stock options outstanding		363		366
Unvested restricted stock units outstanding		168		481
Total		531		847

Income Taxes - Reconciliation of Income Taxes Computed at Statutory Federal Income Tax Rate and Provision for Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income Tax Disclosure [Abstract]
Federal benefit at statutory rate	$ (4)	$ (15)
State tax (benefit), net of federal benefit	0
Stock-based compensation	0	3
Redeemable non-controlling interest	(1)
Foreign rate differential	0	7
Research and development credits	0
Basis difference on Asset Sale	0	(6)
Severance paid by Qoo10	0
Transaction costs	1
Change in federal valuation allowance	4	17
Other adjustments	0
Total provision for income taxes	$ 0	$ 6
Federal benefit at statutory rate, percent	21.00%
State tax (benefit), net of federal benefit, Percent	(0.30%)
Stock-based compensation, percent	(0.70%)
Redeemable non-controlling interest, percent	4.90%
Foreign rate differential, percent	0.00%
Research and development credits, percent	0.00%
Basis difference on Asset Sale, percent	0.00%
Severance paid by Qoo10, percent	0.00%
Transaction costs, percent	(5.20%)
Change in federal valuation allowance, percent	(19.90%)
Other adjustments, percent	(0.10%)
Total provision for income taxes, percent	(0.30%)

Asset Sale

12 Months Ended

Dec. 31, 2025

Discontinued Operations and Disposal Groups [Abstract]

Asset Sale

4. ASSET SALE

As set forth in Note 1 – Description of Business, on February 10, 2024, the Company entered into the Asset Purchase Agreement and consummated the Asset Sale on April 19, 2024 following approval by the Company’s stockholders on April 18, 2024.

The assets and liabilities of the disposed of business at the date of disposition i.e. April 19, 2024, were as follows (in millions):


	(in millions)
Assets
Cash and cash equivalents	$	177
Funds receivable		6
Prepaid expenses and other current assets		20
Property and equipment, net		3
Right-of-use assets		5
Other assets		3
Total assets held for sale		214
Liabilities
Accounts payable		13
Merchants payable		67
Refunds liability		1
Accrued liabilities		79
Lease and other liabilities		13
Total liabilities held for sale		173
Net Assets	$	41

As a result of the Asset Sale, the Company recorded a gain on Asset Sale of $4 million in the consolidated statements of operations.


	(in millions)
Purchase price per Asset Sale	$	173
Add: Transaction costs paid by buyer on behalf of the Company at closing		6
Less: Excluded cash at closing		(123	)
Less: Cash adjustment pursuant to the Asset Sale		(11	)
Net proceeds		45
Less: Net assets sold pursuant to the Asset Sale		(41	)
Gain on Asset Sale	$	4

Excluded cash consists of the Company's certain cash and cash equivalents and marketable securities.

Income Taxes - Components of Loss Before Provision for Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income Tax Disclosure [Abstract]
Domestic	$ (23)	$ (127)
Foreign		58
Loss before provision for income taxes	$ (23)	$ (69)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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+ Details

Balance Sheet Components

12 Months Ended

Dec. 31, 2025

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Components

5. BALANCE SHEET COMPONENTS

Accrued Liabilities

Accrued liabilities consist of the following:


	December 31,
	2025		2024
	(in millions)
Accrued services(1)	$	1	$	1
Employee payables(2)		1		—
Other(3)		—		4
Total accrued liabilities	$	2	$	5

(1)

Accrued services primarily consist of professional services and other services for both 2025 and 2024.

(2)

Employee payables primarily consist of accrued bonuses.

(3)

Other accrued liabilities primarily consisted of other payables to Qoo10 related to restricted cash held at JPMorgan for the One Sansome lease's letter of credit in 2024. During the year ended December 31, 2025, the letter of credit was closed and the restriction on cash was lifted, at which time the payable was repaid.

Commitments and Contingencies - Additional Information (Details)		1 Months Ended		12 Months Ended
	Dec. 08, 2025 USD ($)	Aug. 31, 2025 USD ($)	Nov. 30, 2020 USD ($)	Dec. 31, 2025 USD ($) Case	Jul. 31, 2025 USD ($)	Mar. 31, 2025 USD ($)	Mar. 31, 2024 USD ($)
Commitments And Contingencies Disclosure [Line Items]
Cash collateral received					$ 1,000,000	$ 6,000,000
Repayment to Qoo10		$ 1,000,000
Number of putative class action lawsuits \| Case				4
Number of cases dismissed by plaintiff \| Case				1
Number of cases coordinated and consolidated \| Case				3
Prepaid Expenses and Other Current Assets
Commitments And Contingencies Disclosure [Line Items]
Cash collateral received		$ 1,000,000
Revolving Credit Facility
Commitments And Contingencies Disclosure [Line Items]
Senior secured revolving credit facility, term	7 years
Senior secured revolving credit facility	$ 25,000,000
Maximum ratio of aggregate principal amount of third party indebtedness to consolidated EBITDA	7
Percentage of revolving borrowings exceed of total commitments	40.00%
Minimum liquidity financial covenant				$ 350,000,000
Standby letter of credit				$ 7,000,000
Covenant description	The Revolving Facility will mature seven years after the closing date and includes a springing financial covenant requiring a maximum ratio of the aggregate principal amount of third party indebtedness of ContextLogic and its subsidiaries to consolidated earnings before interest, tax, depreciation, and amortization for the most recently ended four consecutive fiscal quarters for which financial statements are internally available of 7.00:1.00 tested quarterly when revolving borrowings exceed 40% of total commitments. The Term Loan Facility contains no financial covenants.
Letters of Credit
Commitments And Contingencies Disclosure [Line Items]
Senior secured revolving credit facility	$ 10,000,000
Senior Secured Debt \| Revolving Credit Facility
Commitments And Contingencies Disclosure [Line Items]
Senior secured revolving credit facility, term			5 years
Senior secured revolving credit facility			$ 280,000,000
Commitment fee percentage on unused portion of aggregate commitments			0.25%
Commitment fee percentage			1.50%
Reduced revolving credit facility aggregate principal amount							$ 7,000,000
Senior Secured Debt \| Revolving Credit Facility \| Maximum
Commitments And Contingencies Disclosure [Line Items]
Aggregate commitments			$ 100,000,000
Senior Secured Debt \| Revolving Credit Facility \| Reference Rate
Commitments And Contingencies Disclosure [Line Items]
Revolving credit facility, variable interest rate			1.50%
Senior Secured Debt \| Revolving Credit Facility \| Alternative Base Rate
Commitments And Contingencies Disclosure [Line Items]
Revolving credit facility, variable interest rate			0.50%
Senior Secured Debt \| Term Loan Facility
Commitments And Contingencies Disclosure [Line Items]
Term Loan Facility, principal	$ 215,000,000

Common Stock and Stock-Based Compensation

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

Common Stock and Stock-Based Compensation

8. COMMON STOCK and STOCK-based compensation

2010 Equity Incentive Plan (the "2010 Plan")

Under the 2010 Plan, the Company granted RSUs to employees, which generally expire 7 years from the date of grant and vest upon the achievement of both a service condition and a liquidity condition. The service condition for these awards is satisfied over four or five years. The liquidity condition was satisfied upon the occurrence of the Company’s IPO in December 2020.

The 2010 Plan was terminated in December 2020 in connection with the Company’s IPO but continues to govern the terms of outstanding awards under the 2010 Plan. No further equity awards will be granted under the 2010 Plan. With the establishment of the 2020 Plan as further discussed below, upon the expiration, forfeiture or cancellation of any stock-based awards granted under the 2010 Plan, an equal number of shares of common stock will become available for grant under the 2020 Plan.

2020 Equity Incentive Plan (the "2020 Plan")

On November 19, 2020, the Company’s Board of Directors adopted and approved the 2020 Plan. The 2020 Plan provides for the award of options, stock appreciation rights, restricted shares, and RSUs. The number of shares reserved for issuance under the 2020 Plan will be increased automatically on the first day of each fiscal year, commencing in 2022 and ending in 2030, by a number equal to the lesser of: (a) 5% of the shares of common stock outstanding on the last day of the prior fiscal year; or (b) the number of shares determined by the Board of Directors. As of December 31, 2025, 4 million shares under the 2020 Plan remained available for grant.

2022 Inducement Plan (the "2022 Plan")

In January 2022, the Company’s Board of Directors adopted and approved the 2022 Plan. The Company intends that the 2022 Plan be reserved for persons to whom the Company may issue securities without stockholder approval as an inducement of employment pursuant to Rule 5635(c)(4) of the Marketplace Rules of the Nasdaq Stock Market, LLC. The 2022 Plan provides for the award of options, stock appreciation rights, restricted shares, and RSUs of the Company’s common stock to the Company’s employees. Stock-based awards under the 2022 Plan that expire or are forfeited, cancelled, or repurchased generally are returned to the pool of shares of common stock available for issuance under the 2022 Plan.

As of December 31, 2025, 365 thousand shares under the 2022 Plan remained available for grant.

Equity Award Activity

A summary of activity under the equity plans and related information is as follows:


	Options Outstanding							RSUs Outstanding
	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (In Years)		Number of RSUs			Weighted- Average Grant Date Fair Value
	(in thousands)							(in thousands)
Balances as of December 31, 2024		366		$	18.00		1.3		481		$	6.97
Granted		—							304		$	7.11
Vested		—							(577	)	$	7.03
Forfeited or cancelled		(3	)	$	166.68				(40	)	$	6.47
Balances as of December 31, 2025		363		$	16.95		0.3		168		$	7.14

There were no options granted during the years ended December 31, 2025 and 2024. Approximately 363 thousand options as of December 31, 2025 were vested. The vested options have a weighted average exercise price of $16.95, a weighted-average remaining contractual term of 0.3 years, and an aggregate intrinsic value of zero. There were no options exercised during the years ended December 31, 2025 and 2024.

The weighted-average grant date fair value of RSUs granted during the years ended December 31, 2025 and 2024 was $7.11 and $6.67 per share, respectively. The total intrinsic value of RSUs which were vested and released during the years ended December 31, 2025 and 2024 was $4 million and $13 million, respectively.

The aggregate intrinsic value of options and RSUs outstanding as of December 31, 2025 was zero and $1 million, respectively. The aggregate intrinsic value of options and RSUs outstanding as of December 31, 2024 was zero and $3 million, respectively.

CEO Transitions

In February 2023, the Board of Directors appointed Jun Yan as the Company's Chief Executive Officer ("CEO"), who was then serving as the Company's interim CEO. According to the terms of his new employment agreement, Mr. Yan was granted (i) 167 thousand RSUs with an aggregate grant date fair value of $3 million and (ii) options to purchase 299 thousand shares of the Company's common stock at an exercise price $15.03 per share with an aggregate grant date fair value of $3 million. These RSUs and options originally became vested and exercisable, respectively, in periodic installments over a 2-year term, subject to Mr. Yan's continued service with the Company. The option award had an original term of 10 years. In February 2024, the option award was amended so the option shares vested as of Mr. Yan's termination date, April 19, 2024, with an expiration on the two-year anniversary of the termination date, April 19, 2026. In connection with the closing of the Asset Sale, all of Mr. Yan's outstanding equity awards were accelerated and became fully vested at the closing.

In April 2024, the Board of Directors appointed Rishi Bajaj as the Company's CEO following the Asset Sale. Mr. Bajaj was granted 56 thousand RSUs worth $310 thousand.

On March 6, 2025, the Board of Directors approved, and the Company entered into, an employment agreement for Mr. Bajaj to serve as the CEO, including a revised compensation package (the “Employment Agreement”), effective March 6, 2025 (the “Effective Date” or "Valuation Date"). On the Effective Date, Mr. Bajaj was awarded 2,372 thousand Class P units (the “Class P Units”) in Holdings, consisting of (i) an award of 474 thousand time-based Class P Units (the “Time Vesting Grant”); and (ii) an award targeted at 1,423 thousand performance-based Class P Units which will be earned and will vest based on the achievement of specified performance criteria, up to a maximum of 1,898 thousand performance-based Class P Units (the “Performance Vesting Grant”), subject to Mr. Bajaj’s continuous service through the four (4) year anniversary of the Effective Date. The Company concluded that the performance criteria represent market conditions for the purposes of award valuation and expense recognition.

If Mr. Bajaj’s employment is terminated due to his death or Disability (as defined in the Employment Agreement, see Exhibit 10.14 for more information), then (a) the Time Vesting Grant will immediately vest upon termination; and (b) the Performance Vesting Grant will remain outstanding through the four (4) year anniversary of the Effective Date and will vest as follows: (A) 712 thousand of the Class P Units will vest upon the date the performance metrics applicable to such Class P Units are achieved; (B) 712 thousand of the Class P Units will vest upon the date the performance metrics applicable to such Class P Units are achieved; and (C) 474 thousand of the Class P Units will vest upon the date the performance metrics applicable to such Class P Units are achieved.

If Mr. Bajaj’s employment is terminated by the Company without Cause (other than by reason of Disability) or by Mr. Bajaj for Good Reason (as such terms are defined in the Employment Agreement), then (a) the Time Vesting Grant will immediately vest upon termination; and (b) the Performance Vesting Grant will remain outstanding through the four (4) year anniversary of the Effective Date and will vest as follows: (A) 712 thousand of the Class P Units will vest upon the later of (x) the two (2) year anniversary of the Effective Date or (y) the date the performance metrics applicable to such Class P Units are achieved; (B) 712 thousand of the Class P Units will vest upon the later of (x) the three (3) year anniversary of the Effective Date or (y) the date the performance metrics applicable to such Class P Units are achieved; and (C) 474 thousand of the Class P Units will vest upon the four (4) year anniversary of the Effective Date provided the performance metrics applicable to such Class P Units are achieved.

In December 2025, the Company's Board terminated Mr. Bajaj from his position as CEO of the Company without Cause. As set forth in the Employment Agreement with the Company, the Time Vesting Grant was immediately vested and the Performance Vesting Grant remained outstanding and will continue to vest in accordance with the terms of the Employment Agreement. The Company recognized $5 million of stock-based compensation expense upon the acceleration of Mr. Bajaj's Class P Units on his termination date.

In December 2025, the Company and Mr. Bajaj entered into a Separation Agreement and Release (the "Separation Agreement"), under which the Company granted 600 thousand Class P Units in Holdings (the “600K Class P Unit Award”) to RB Strategic Holdings LP – Easter Series, an entity controlled by Mr. Bajaj. The 600K Class P Unit Award was issued to Mr. Bajaj as consideration for services rendered during his tenure as CEO and as recognition of his contributions in initiating and advancing the US Salt Acquisition. The 600K Class P Unit Award is equity-classified under ASC 718 and was measured at fair value as of the grant date, which the Company determined to be December 7, 2025 as it was the date on which all key terms were approved and mutually understood ("600K Valuation Date").

The 600K Class P Unit Award contains both a performance condition and a market condition, but no substantive service condition:

•

Performance Condition – The US Salt Acquisition must close for the award to become eligible to vest. The award is forfeited in its entirety if the transaction does not close.

•

Market Condition – Vesting requires the Company's common stock to reach $30 per share (based on a 20‑day average closing price) at any point through December 31, 2030. This condition is incorporated into the fair value measurement under the Monte Carlo simulation model.

•

Service Condition – The Company determined that the Separation Agreement’s cooperation and restrictive covenants do not constitute a substantive service requirement. Therefore, no service‑based vesting condition exists.

Modification of Equity Awards

In February 2024, the Company modified its outstanding stock options to extend the expiration date of any option vested as of the date of employment termination from a 90-day period to a two-year period. The Company concluded that the extension of the expiration date of the stock options constituted a Type I modification. The stock-based compensation impact of the modification was insignificant. Further, in February 2024, the Board of Directors, as permitted by the terms of the Company's equity incentive plans, modified all outstanding restricted stock awards and options, to add a change-in-control provision whereby all unvested awards would become fully vested upon the occurrence of a change in control and extended the expiration date for a period of two years following termination. The impact of these modifications to stock-based compensation expense for the period ended December 31, 2024 was insignificant. Upon consummation of the Asset Sale, all options and RSUs then outstanding were accelerated, thus no unrecognized expense remained for those equity awards as of December 31, 2024.

Stock-Based Compensation Expense

Total stock-based compensation expense included in the consolidated statements of operations is as follows:


	Year Ended
	December 31,
	2025		2024
	(in millions)
Sales and marketing	$	—	$	1
Product development		—		6
General and administrative		11		5
Total stock-based compensation(1)	$	11	$	12

(1)

The Company will recognize the remaining immaterial unrecognized stock-based compensation expense over a weighted-average period of approximately less than 1 year related to RSUs.

March 2025 Class P Time Vesting Grant and Performance Vesting Grant

Changes in Class P Units for the year ended December 31, 2025 were as follows (in thousands, except per share amounts):


	Time Vesting Grant					Performance Vesting Grant
	Number of Units			Weighted Average Grant Date Fair Value		Number of Units		Weighted Average Grant Date Fair Value
Nonvested as of January 1, 2025		—		$	—		—	$	—
Granted		474			3.21		1,898		2.39
Vested		(474	)		3.21		—		—
Forfeited		—			—		—		—
Nonvested as of December 31, 2025		—		$	—		1,898	$	2.39

A Monte Carlo simulation model under the option pricing method was used to estimate the fair value of the Class P Units. The fair value included a discount for lack of marketability, as these units are non-marketable, minority interests in Holdings, without an active market and are subject to restrictions on transfer. The total cumulative fair value of the Time Vesting Grant and Performance Vesting Grant was $1 million and $5 million, respectively.

The valuation assumptions utilized for the Class P Units as of the March 6, 2025 grant date were as follows:


Expected time to a liquidity event (1)	5.00 years
Expected volatility (2)		39	%
Risk-free interest rate (3)		3.98	%
Equity value (4)	$	222
Discount for lack of marketability		20	%

(1)

Represents the expected time to a liquidity event as of the measurement date.

(2)

(3)

(4)

The fair value of the Company’s equity was estimated based on the capital contributions for the Preferred Units and Class B common units given that capital was contributed on the measurement date.

Compensation costs related to Class P Units were initially recognized based on the grant date fair value on a straight-line basis over the period starting on the grant date and ending on the fourth anniversary of the grant date. Due to the termination of Mr. Bajaj, the Company recognized $6 million in stock-based compensation for the Class P Units during the year ended December 31, 2025.

December 2025 600K Class P Unit Award

Changes in non-vested 600K Class P Unit Award as of December 31, 2025 were as follows:


	Number of Units		Weighted Average Grant Date Fair Value
Nonvested as of January 1, 2025		—	$	—
Granted		600		0.56
Vested		—		—
Forfeited		—		—
Nonvested as of December 31, 2025		600	$	0.56

A Monte Carlo simulation model under the option pricing method was used to estimate the fair value of the 600K Class P Unit Award as of the grant date. The fair value incorporated a discount for lack of marketability because the Class P Units represent non‑marketable, minority interests in Holdings that lack control rights, have no active trading market, and are subject to transfer restrictions. In addition, the priority distribution rights afforded to the Class A and Class B Units subordinate the Class P Units economically, resulting in greater volatility in their expected returns relative to the controlling equity interests. The total fair value granted for the 600K Class P Unit Award was less than $1 million.

The valuation assumptions utilized for the 600K Class P Unit Award as of the December 7, 2025 grant date were as follows:


Expected time to a liquidity event (1)	5.23 years
Expected volatility (2)		30	%
Risk-free interest rate (3)		3.71	%
Equity value (4)	$	738
Discount for lack of marketability		20	%

(1)

Represents the expected time to a liquidity event as of the measurement date.

(2)

(3)

(4)

Because the award contains no substantive service condition, compensation cost is recognized in full when achievement of the performance condition (closing of the US Salt Acquisition) is probable. When achievement is not probable, cost is deferred. If the transaction does not close, no expense will ever be recognized because the performance condition would not be satisfied.

The Company concluded that consummation of the US Salt Acquisition could not be assessed as probable as of December 31, 2025, because material contingencies existed related to completion of such complex transformational transactions. Therefore, no compensation cost was recognized for the 600K Class P Unit Award during the year ended December 31, 2025. Upon closing of the US Salt Acquisition, the Company will recognize an expense of less than $1 million related to the vesting of the 600K Class P Unit Award.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

Basis of Presentation and Consolidation

The Company has incurred significant accumulated losses of approximately $3.4 billion. The Company expects to start earning operating profits following the completion of the US Salt LLC purchase.

Use of Estimates

Redeemable Non-Controlling Interest

Assets and Liabilities Held for Sale

Discontinued Operations

Impairment of Long-Lived Assets

Segments

Revenue Recognition

The following table shows the disaggregated revenue for the applicable periods:


	Year Ended
	December 31,
	2025		2024
	(in millions)
Core marketplace revenue	$	—	$	13
ProductBoost revenue		—		4
Marketplace revenue		—		17
Logistics revenue		—		26
Revenue	$	—	$	43

Marketplace Revenue

relevant products within the Company's marketplace. The Company recognized ProductBoost revenue based on the number of impressions delivered, or clicks by users.

Logistics Revenue

Refunds and Chargebacks

Incentive Discount Offers

Cost of Revenue

Advertising Expense

Cash, Cash Equivalents and Restricted Cash

Marketable Securities

Concentration of Risk

Concentrations of Risk

The Company only maintains bank accounts in the United States.

Operating Lease Obligations

The Company has no operating or finance leases.

Loss Contingencies

Stock-Based Compensation

The Company accounts for forfeitures as they occur.

Foreign Currency

Fair Value Measurement


	Level 1—	Quoted prices in active markets for identical assets or liabilities.
	Level 2—	Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.


	Level 3—	Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

Income Taxes

It is the Company’s policy to include penalties and interest expense related to income taxes as a component of interest and other income, net as necessary.

Comprehensive Loss

Recently Adopted Accounting Pronouncements

Recent Accounting Pronouncements

The Company has reviewed recent accounting pronouncements and concluded as follows:

Financial Instruments and Fair Value Measurement (Tables)

12 Months Ended

Dec. 31, 2025

Fair Value Disclosures [Abstract]

Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements on Recurring Basis

Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements are as follows:


	December 31, 2025
	Total		Level 1		Level 2		Level 3
	(in millions)
Financial assets:
Cash equivalents:
Money market funds	$	1	$	1	$	—	$	—
U.S. Treasury bills		76		—		76		—
Total cash equivalents	$	77	$	1	$	76	$	—
Marketable securities:
U.S. Treasury bills	$	141	$	—	$	141	$	—
Total marketable securities	$	141	$	—	$	141	$	—
Total financial assets	$	218	$	1	$	217	$	—


	December 31, 2024
	Total		Level 1		Level 2		Level 3
	(in millions)
Financial assets:
Cash equivalents:
Money market funds	$	2	$	2	$	—	$	—
U.S. Treasury bills		64		—		64		—
Total cash equivalents	$	66	$	2	$	64	$	—
Marketable securities:
U.S. Treasury bills	$	83	$	—	$	83	$	—
Total marketable securities	$	83	$	—	$	83	$	—
Total financial assets	$	149	$	2	$	147	$	—

Schedule of Contractual Maturities of Marketable Securities

The following table summarizes the contractual maturities of the Company’s marketable securities:


	December 31,
	2025				2024
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(in millions)
Due within one year	$	141	$	141	$	83	$	83
Total marketable securities	$	141	$	141	$	83	$	83

Common Stock and Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Parenthetical) (Details) $ in Millions	12 Months Ended
	Dec. 31, 2025 USD ($)
Share-Based Payment Arrangement [Abstract]
Decrease in stock-based compensation expense	$ 1

Segment Information - Summary of Revenue by Geographic Area (Parenthetical) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Revenue, Major Customer [Line Items]
Revenue	$ 0	$ 43
Core Marketplace Revenue
Revenue, Major Customer [Line Items]
Revenue	$ 0	13
Core Marketplace Revenue \| United States
Revenue, Major Customer [Line Items]
Revenue		$ 3

- Definition

+ References

+ Details

Income Taxes - Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Details) $ in Millions	12 Months Ended
	Dec. 31, 2024 USD ($)
Income Tax Disclosure [Abstract]
Balance at January 1	$ 4
Decreases for tax positions of prior years	(4)
Balance at December 31	$ 0

Asset Sale - Additional Information (Details) - USD ($) $ in Millions		12 Months Ended
	Apr. 19, 2024	Dec. 31, 2025	Dec. 31, 2024
Discontinued Operations and Disposal Groups [Abstract]
Gain on asset sale	$ 4	$ 0	$ 4

Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Feb. 26, 2026	Dec. 31, 2025	Feb. 25, 2026
Minimum \| Credit Agreement
Subsequent Event [Line Items]
Debt instrument, interest rate		4.00%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]		Secured Overnight Financing Rate (SOFR) [Member]
Maximum \| Credit Agreement
Subsequent Event [Line Items]
Debt instrument, interest rate		4.50%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]		Secured Overnight Financing Rate (SOFR) [Member]
Subsequent Event \| US Salt Holdings, LLC
Subsequent Event [Line Items]
Gross proceeds received from backstop agreements	$ 112
Expected proceeds from rights offering and backstop agreements	115
Business acquisition, purchase price	908
Business acquisition, cash payment	583
Net borrowing proceeds from initial term loans	213
Business acquisition, equity rollover condiseration	325
Escrow fund	3
Subsequent Event \| Term Loan Facility \| Credit Agreement
Subsequent Event [Line Items]
Debt instrument, aggregate principal amount	$ 215
Debt instrument, maturity date	Feb. 26, 2033
Subsequent Event \| Revolving Credit Facility \| Credit Agreement
Subsequent Event [Line Items]
Debt instrument, aggregate principal amount	$ 25
Debt instrument, maturity date	Feb. 26, 2033
Subsequent Event \| Minimum \| Revolving Credit Facility \| Credit Agreement
Subsequent Event [Line Items]
Commitment fee percentage on unused portion of aggregate commitments	0.375%
Subsequent Event \| Maximum \| Revolving Credit Facility \| Credit Agreement
Subsequent Event [Line Items]
Commitment fee percentage on unused portion of aggregate commitments	0.50%
Subsequent Event \| BCP \| Preferred Stock \| US Salt Holdings, LLC
Subsequent Event [Line Items]
Sale of stock, number of shares	11,156,000
Sale of stock, price per share	$ 8
Aggregate purchase amount	$ 89
Subsequent Event \| ACP I \| Common Stock \| US Salt Holdings, LLC
Subsequent Event [Line Items]
Sale of stock, number of shares	190,000
Sale of stock, price per share	$ 8
Aggregate purchase amount	$ 2
Subsequent Event \| ACP II \| Common Stock \| US Salt Holdings, LLC
Subsequent Event [Line Items]
Sale of stock, number of shares	2,599,000
Sale of stock, price per share	$ 8
Aggregate purchase amount	$ 21
Subsequent Event \| Rights Offering \| US Salt Holdings, LLC
Subsequent Event [Line Items]
Number of each subscription rights to purchase shares of common stock			0.53486
Exercise price of rights per share			$ 8
Gross proceeds from subscribers	$ 3
Subsequent Event \| Rights Offering \| Common Stock \| US Salt Holdings, LLC
Subsequent Event [Line Items]
Aggregate number of rights to purchase	429,000
Subsequent Event \| Rights Offering \| Maximum \| US Salt Holdings, LLC
Subsequent Event [Line Items]
Number of subscription rights to purchase			14,375,000

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents	$ 77	$ 66
Marketable securities	141	83
Prepaid expenses and other current assets		7
Total current assets	218	156
Total assets	218	156
Current liabilities:
Accounts payable	5
Accrued liabilities	2	5
Total current liabilities	7	5
Total liabilities	7	5
Commitments and contingencies (Note 8)
Redeemable non-controlling interest (Note 7)	78
Stockholders’ equity:
Preferred stock, $0.0001 par value: 100,000 shares authorized as of December 31, 2025 and 2024; No shares issued and outstanding as of December 31, 2025 and 2024
Common stock, $0.0001 par value: 3,000,000 shares authorized as of December 31, 2025 and 2024; 26,876 and 26,229 shares issued and outstanding as of December 31, 2025 and 2024, respectively	0	0
Additional paid-in capital	3,485	3,481
Accumulated deficit	(3,352)	(3,330)
Total stockholders’ equity	133	151
Total liabilities, redeemable non-controlling interest, and stockholders' equity	$ 218	$ 156

Redeemable Non-controlling Interest (Tables)

12 Months Ended

Dec. 31, 2025

Temporary Equity Disclosure [Abstract]

Summary of Noncontrolling Interest Component of Company's Consolidated Statements of Operations

The following table summarizes Holdings' non-controlling interest presented as a separate component of the Company's consolidated statements of operations:


	Year ended
	December 31, 2025
	(in millions)
Net loss attributable to redeemable non-controlling interest	$	1

Summary of Redeemable Non-controlling Interest

The following table summarizes the activity in the redeemable non-controlling interest for the period indicated below:


	Year ended
	December 31, 2025
	(in millions)
Balance, beginning of period	$	—
Issuance of subsidiary's Preferred Units to redeemable non-controlling interest, net		72
Accrued distributions and accretion to adjust redemption value of subsidiary's Preferred Units		7
Net loss attributable to redeemable non-controlling interest		(1	)
Balance, end of period	$	78

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Income Taxes

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

Income Taxes

9. INCOME TAXES

The components of loss before provision for income taxes are as follows:


	Year Ended December 31,
	2025			2024
	(in millions)
Domestic	$	(23	)	$	(127	)
Foreign		—			58
Loss before provision for income taxes	$	(23	)	$	(69	)

The provision for income taxes consisted of the following:


	Year Ended December 31,
	2025		2024
	(in millions)
Current:
Federal	$	—	$	—
State		—		—
Foreign		—		6
Total current		—		6
Deferred:
Federal		—		—
State		—		—
Foreign		—		—
Total deferred		—		—
Total provision for income taxes	$	—	$	6

There has historically been no federal or state provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. For the year ended December 31, 2025, the Company recognized a trivial amount of tax provision expense, all related to US States. For the year ended December 31, 2024, the Company recognized $6 million tax provision expense. The prior year provision was related primarily to foreign income taxes. For the year ended December 31, 2025, the Company paid a trivial amount of taxes entirely to US States.

The difference between income taxes computed at the statutory federal income tax rate and the provision for income taxes is attributable to the following:


	Year Ended December 31,
	2025					2024
	(in millions)
Federal benefit at statutory rate	$	(4	)	21.0	%	$	(15	)
State tax (benefit), net of federal benefit		—		(0.3	%)		—
Stock-based compensation		—		(0.7	%)		3
Redeemable non-controlling interest		(1	)	4.9	%		—
Foreign rate differential		—		0.0	%		7
Research and development credits		—		0.0	%		—
Basis difference on Asset Sale		—		0.0	%		(6	)
Severance paid by Qoo10		—		0.0	%		—
Transaction costs		1		(5.2	%)		—
Change in federal valuation allowance		4		(19.9	%)		17
Other adjustments		—		(0.1	%)		—
Total provision for income taxes	$	—		-0.3	%	$	6

The tax provision differs from the benefit that would result from applying statutory rates to losses before income taxes primarily due to transaction costs and the valuation allowance provided on net deferred tax assets. Deferred income taxes

reflect the net tax effects of (a) temporary differences between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes and (b) net operating losses and tax credit carryforwards.

Stock-based compensation did not increase the provision for income taxes in 2025, whereas it increased the provision for income taxes by $3 million in 2024. The Company experienced a tax shortfall in 2025 and 2024 for stock-based compensation. A tax shortfall occurs when the fair market value of stock on the vest date is lower than the stock price on the grant date, which causes book deductions to exceed deductions allowed for tax purposes. A tax windfall occurs when the vest date stock price is higher than the grant date stock price, allowing a larger deduction for tax purposes relative to the book deduction. The change in valuation allowance is related mainly to the increase in net operating loss carryforwards, partially offset by other changes in the deferred tax assets.

Deferred tax assets and liabilities are as follows:


	December 31,
	2025			2024
	(in millions)
Deferred tax assets:
NOL carryforwards	$	640		$	634
Capitalization of research and development expenses		30			40
Capital loss carryforwards		11			11
Intangible assets		1			—
Other		3			—
Total gross deferred tax assets		685			685
Less: valuation allowance		(685	)		(685	)
Total deferred tax assets, net of valuation allowance	$	—		$	—

Beginning January 1, 2022, the U.S. Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development expenditures in the period incurred and required taxpayers to capitalize and amortize such expenditures over five or fifteen years, based on where research is conducted, pursuant to Section 174 of the Internal Revenue Code. On July 4, 2025, the One Big Beautiful Bill Act (“2025 Tax Act”) was enacted in the United States. Among the changes, the 2025 Tax Act restores immediate expensing of domestic research and development expenditures effective January 1, 2025. The $30 million deferred tax asset recognized above is the net impact of capitalization of qualified research and development costs prior to the Asset Sale. Deferred tax assets for net operating losses increased by $6 million in 2025. Deferred tax assets for capital losses did not change in 2025. The Company has not yet experienced any federal net operating losses expiring before use. The Company's valuation allowance did not change in 2025. All of the Company’s deferred tax assets are offset by a full valuation allowance as of December 31, 2025.

The table below details the activity of the deferred tax asset valuation allowance:


	Balance at Beginning of Period		Additions		Deductions		Balance at End of Period
	(in millions)
Year ended December 31, 2025
Deferred tax assets valuation allowance	$	685	$	—	$	—	$	685
Year ended December 31, 2024
Deferred tax assets valuation allowance	$	669	$	16	$	—	$	685

Due to a history of losses, the Company believes it is not more likely than not that its domestic net deferred tax assets will be realized as of December 31, 2025 or 2024. Accordingly, the Company has established a full valuation allowance on its domestic net deferred tax assets.

As of December 31, 2025, the Company had federal net operating loss carryforwards available to reduce future taxable income, if any, of $886 million that begin to expire in 2030 and continue to expire through 2037 and $2.1 billion that have an unlimited carryover period. As of December 31, 2025, the Company had state net operating loss carryforwards available to reduce future taxable income, if any, of $4.0 billion that begin to expire in 2026 and continue to expire through 2045 and $4.0 billion that have an unlimited carryover period.

Utilization of NOL carryforwards may be subject to future annual limitations due to the ownership change limitations provided by Section 382 of the Internal Revenue Code and similar state provisions.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


	Year Ended December 31,
	2025		2024
	(in millions)
Balance as of January 1	$	—	$	4
Additions for tax positions of current year		—		—
Additions for tax positions of prior years		—		—
Decreases for tax positions of prior years		—		(4	)
Balance as of December 31	$	—	$	—

There is no material unrecognized tax benefit as of December 31, 2025 or 2024 that will impact the Company’s effective tax rate upon recognition. Immaterial interest and penalties were incurred during the years ended December 31, 2025 and 2024. The Company classifies interest and penalties as part of operating expenses.

The Company files income tax returns in the U.S. federal jurisdiction, and various state jurisdictions. The Company no longer files in foreign jurisdictions as a result of the sale of its foreign subsidiaries in 2024. The Company is not currently under examination by income tax authorities in federal, state, or other jurisdictions. All tax returns remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss or credits. Certain tax years are subject to foreign income tax examinations by tax authorities until the statute of limitations expire.

In recent years the United States has enacted new tax legislation (the American Rescue Act, CHIPS and Science Act, and the Inflation Reduction Act). On July 4, 2025, the 2025 Tax Act was enacted in the United States. This legislation includes multiple changes, such as restoration of immediate expensing of domestic research and development expenditures under §174,reduction of GILTI and FDII deductions under §250, increase of foreign tax credit limitation from 80% to 90%, reinstatement of 100% bonus depreciation for qualified property acquired after January 19, 2025, to name a few. Due to the Company’s net operating losses for both accounting and tax purposes, and the disposition of its foreign operating business in the prior year, the new tax legislation does not have a material impact on the Company’s provision for income taxes.

- Definition

The entire disclosure for income tax.

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+ Details

Financial Instruments and Fair Value Measurement - Schedule of Contractual Maturities of Marketable Securities (Details) - Recurring - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Amortized Cost
Due within one year	$ 141	$ 83
Total marketable securities	141	83
Estimated Fair Value
Due within one year	141	83
Total marketable securities	$ 141	$ 83

- Definition

Amount of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

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+ Details

Common Stock and Stock-Based Compensation - Summary of Valuation Assumptions (Details) - USD ($)	Dec. 07, 2025	Mar. 06, 2025
600K Class P Unit Award
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected time to a liquidity event	5 years 2 months 23 days
Risk-free rate	3.71%
Volatility	30.00%
Equity value	$ 738
Discount for lack of marketability	20.00%
Class P Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected time to a liquidity event		5 years
Risk-free rate		3.98%
Volatility		39.00%
Equity value		$ 222
Discount for lack of marketability		20.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Segment Information (Tables)

12 Months Ended

Dec. 31, 2025

Segment Reporting [Abstract]

Summary of Revenue by Geographic Area

Core marketplace revenue earned prior to the Asset Sale by geographic area based on the ship-to address of the user was as follows:


	Year Ended December 31,
	2025			2024
	($ in millions)
Europe	$	—	—	$	7	54	%
North America(1)		—	—		5	38	%
Other		—	—		1	8	%
Core marketplace revenue	$	—	—	$	13	100	%

(1) United States accounted for $3 million of core marketplace revenue for the year ended December 31, 2024.

Financial Instruments and Fair Value Measurement

12 Months Ended

Dec. 31, 2025

Fair Value Disclosures [Abstract]

Financial Instruments and Fair Value Measurement

3. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT

The Company’s financial instruments consist of cash equivalents, marketable securities, accounts payable, and accrued liabilities. Cash equivalents’ carrying value approximates fair value at the balance sheet dates, due to the short period of time to maturity. Marketable securities are recognized at fair value. Accounts payable and accrued liabilities carrying values approximate fair value due to the short time to the expected payment date.

Assets and liabilities recognized at fair value on a recurring basis in the consolidated balance sheets consisting of cash equivalents and marketable securities are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements are as follows:


	December 31, 2025
	Total		Level 1		Level 2		Level 3
	(in millions)
Financial assets:
Cash equivalents:
Money market funds	$	1	$	1	$	—	$	—
U.S. Treasury bills		76		—		76		—
Total cash equivalents	$	77	$	1	$	76	$	—
Marketable securities:
U.S. Treasury bills	$	141	$	—	$	141	$	—
Total marketable securities	$	141	$	—	$	141	$	—
Total financial assets	$	218	$	1	$	217	$	—


	December 31, 2024
	Total		Level 1		Level 2		Level 3
	(in millions)
Financial assets:
Cash equivalents:
Money market funds	$	2	$	2	$	—	$	—
U.S. Treasury bills		64		—		64		—
Total cash equivalents	$	66	$	2	$	64	$	—
Marketable securities:
U.S. Treasury bills	$	83	$	—	$	83	$	—
Total marketable securities	$	83	$	—	$	83	$	—
Total financial assets	$	149	$	2	$	147	$	—

The Company classifies cash equivalents and marketable securities within Level 1 or Level 2 because the Company uses quoted market prices or alternative pricing sources and models utilizing market observable inputs to determine their fair value.

The following table summarizes the contractual maturities of the Company’s marketable securities:


	December 31,
	2025				2024
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(in millions)
Due within one year	$	141	$	141	$	83	$	83
Total marketable securities	$	141	$	141	$	83	$	83

All of the Company’s available-for-sale marketable securities are subject to a periodic evaluation for a credit loss allowance and impairment review. The Company did not identify any of its available-for-sale marketable securities requiring an allowance for credit loss or as other-than-temporarily impaired in any of the periods presented. Additionally, the unrealized net gain and net loss on available-for-sale marketable securities as of December 31, 2025 and 2024 were immaterial.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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+ Details

Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Numerator:
Net loss attributable to common stockholders	$ (29)	$ (75)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic	26,586	25,690
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted	26,586	25,690
Net loss per share attributable to common stockholders, basic	$ (1.09)	$ (2.92)
Net loss per share attributable to common stockholders, diluted	$ (1.09)	$ (2.92)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

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+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

+ Details

Redeemable Non-controlling Interest - Summary of Noncontrolling Interest Component of Company's Consolidated Statements of Operations (Details) $ in Millions	12 Months Ended
	Dec. 31, 2025 USD ($)
Income Amounts Attributable to Noncontrolling Interest, Disclosures [Abstract]
Net loss attributable to redeemable non-controlling interest	$ 1

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income Statement [Abstract]
Revenue	$ 0	$ 43
Cost of revenue	0	36
Gross profit	0	7
Operating expenses:
Sales and marketing	0	18
Product development	0	26
General and administrative	31	42
Total operating expenses	31	86
Loss from operations	(31)	(79)
Other income, net:
Interest and other income, net	8	6
Gain on asset sale	0	4
Loss before provision for income taxes	(23)	(69)
Provision for income taxes	0	6
Net loss	(23)	(75)
Adjustments attributable to redeemable non-controlling interest (Note 7)	(7)	0
Net loss attributable to redeemable non-controlling interest (Note 7)	1	0
Net loss attributable to common stockholders	$ (29)	$ (75)
Net loss per share attributable to common stockholders, basic	$ (1.09)	$ (2.92)
Net loss per share attributable to common stockholders, diluted	$ (1.09)	$ (2.92)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic	26,586	25,690
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted	26,586	25,690

Net Loss Per Share - Summary of Outstanding Shares of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of earnings per share	531	847
Common Stock Options Outstanding
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of earnings per share	363	366
Unvested Restricted Stock Units Outstanding
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of earnings per share	168	481

Redeemable Non-controlling Interest - Additional Information (Details) - Class A Convertible Preferred Units - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	1 Months Ended	12 Months Ended
	Mar. 31, 2025	Dec. 31, 2025
Redeemable Noncontrolling Interest [Line Items]
Temporary equity stated value per share	$ 1,000
Annual percentage of distribution accrued until consummation of acquisition	4.00%
Annual percentage of distribution accrued on consummation of acquisition	8.00%
Accrued and unpaid distributions per share	$ 8
Accrued distributions		$ 3
Mezzanine equity and initially recognized at fair value	$ 75
Reduced cost of issuing value		3
Adjusted initial carrying value		$ 72
Minimum
Redeemable Noncontrolling Interest [Line Items]
AggregateEnterpriseValueOfAcquisitionOfBusinessesOrAssets	$ 100
Investment Agreement \| Maximum
Redeemable Noncontrolling Interest [Line Items]
Preferred shares issuable	150
Aggregate purchase price receivable	$ 150
Investment Agreement \| Preferred Stock
Redeemable Noncontrolling Interest [Line Items]
Shares issued and sold	75
Aggregate purchase amount	$ 75
Additional units issuable for future investment	75
Value of additional units issuable for future investment	$ 75

Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Accrued Liabilities, Current [Abstract]
Accrued services	$ 1	$ 1
Employee payables	1	0
Other	0	4
Total accrued liabilities	$ 2	$ 5

Common Stock and Stock-Based compensation - Summary of Changes in Non-vested (Details) (Details) shares in Thousands	12 Months Ended
	Dec. 31, 2025 $ / shares shares
Time-based Class P Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Restricted Stock Units, Granted \| shares	474
Number of Restricted Stock Units, Vested \| shares	(474)
Weighted average grant date fair value, granted \| $ / shares	$ 3.21
Weighted-Average Grant Date Fair Value, Vested \| $ / shares	$ 3.21
Performance-based Class P Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Restricted Stock Units, Granted \| shares	1,898
Number of Restricted Stock Units, Ending balance \| shares	1,898
Weighted average grant date fair value, granted \| $ / shares	$ 2.39
Weighted-Average Grant Date Fair Value, Ending balance \| $ / shares	$ 2.39
600K Class P Unit Award
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Restricted Stock Units, Granted \| shares	600
Number of Restricted Stock Units, Ending balance \| shares	600
Weighted average grant date fair value, granted \| $ / shares	$ 0.56
Weighted-Average Grant Date Fair Value, Ending balance \| $ / shares	$ 0.56

Financial Instruments and Fair Value Measurement - Schedule of Financial Assets and Liabilities Subject to Fair Value Measurements on Recurring Basis (Details) - Recurring - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Financial assets:
Cash equivalents	$ 77	$ 66
Marketable securities	141	83
Total financial assets	218	149
Level 1
Financial assets:
Cash equivalents	1	2
Total financial assets	1	2
Level 2
Financial assets:
Cash equivalents	76	64
Marketable securities	141	83
Total financial assets	217	147
Money Market Funds
Financial assets:
Cash equivalents	1	2
Money Market Funds \| Level 1
Financial assets:
Cash equivalents	1	2
U.S. Treasury Bills
Financial assets:
Cash equivalents	76	64
Marketable securities	141	83
U.S. Treasury Bills \| Level 2
Financial assets:
Cash equivalents	76	64
Marketable securities	$ 141	$ 83

- Definition

Amount of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

+ Details

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2025

Balance Sheet Related Disclosures [Abstract]

Schedule of Accrued Liabilities

Accrued liabilities consist of the following:


	December 31,
	2025		2024
	(in millions)
Accrued services(1)	$	1	$	1
Employee payables(2)		1		—
Other(3)		—		4
Total accrued liabilities	$	2	$	5

(1)

Accrued services primarily consist of professional services and other services for both 2025 and 2024.

(2)

Employee payables primarily consist of accrued bonuses.

(3)

Segment Information - Additional Information (Details) - Segment	9 Months Ended	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2025
Revenue, Major Customer [Line Items]
Segment Reporting, CODM, Profit (Loss) Measure, How Used, Description		the CODM’s ability to make business-driving decisions was limited upon receipt of the offer for the Asset Sale through the actual close of the Asset Sale on April 19, 2024. As such, from the beginning of 2024, the CODM was focused on maintaining and preserving the Company’s business organization and operations, and the purchased assets until the closing of the Asset Sale. Prior to the Asset Sale on April 19, 2024, the significant expenses within loss from operations as well as within net loss include cost of revenue, sales and marketing, product development and general and administrative expenses. After the Asset Sale, the only significant expense is general and administrative expenses. All such expenses are each separately presented on the Company’s consolidated statements of operations. Other segment items within net loss include interest and other income, net, gain on Asset Sale and provision for income taxes. After the Asset Sale, the Company’s only significant measures of profit and loss are general and administrative expenses and interest income which are each separately presented on the Company’s consolidated statements of operations.
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration]		Chief Executive Officer [Member]
Number of reportable segment	1	1

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

Summary of Disaggregated Revenue

The following table shows the disaggregated revenue for the applicable periods:


	Year Ended
	December 31,
	2025		2024
	(in millions)
Core marketplace revenue	$	—	$	13
ProductBoost revenue		—		4
Marketplace revenue		—		17
Logistics revenue		—		26
Revenue	$	—	$	43

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Millions	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (loss)	Accumulated Deficit
Beginning balance at Dec. 31, 2023	$ 217		$ 3,470	$ (7)	$ (3,246)
Beginning balance, Shares at Dec. 31, 2023		24,229
Issuance of common stock upon settlement of restricted stock units, Shares		2,190
Shares withheld related to net share settlement	(1)		(1)
Shares withheld related to net share settlement, Shares		(120)
Stock-based compensation	12		12
Other comprehensive income (loss)	7			$ 7
Derecognition of accumulated currency translation on asset sale	(9)				(9)
Net loss	(75)				(75)
Ending balance at Dec. 31, 2024	$ 151		3,481		(3,330)
Ending balance, Shares at Dec. 31, 2024	26,299	26,299
Issuance of common stock upon settlement of restricted stock units, Shares		577
Stock-based compensation	$ 11		11
Net loss	(23)				(23)
Accrued distributions and accretion to adjust redemption value of subsidiary's preferred units	(7)		(7)
Net loss attributable to redeemable non-controlling interest	1				1
Ending balance at Dec. 31, 2025	$ 133		$ 3,485		$ (3,352)
Ending balance, Shares at Dec. 31, 2025	26,876	26,876

Income Taxes - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Income Taxes [Line Items]
Provision for income taxes	$ 0	$ 6
Current tax expense		6
Current foreign tax expense		6
Deferred tax assets NOL increased	6
Unrecognized tax benefit	0	0	$ 4
Stock-based compensation increase (decrease) in provision for income taxes	0	3
Deferred tax asset recognized net impact of capitalization of research and development costs	30	$ 40
Tax Period begin to expire in 2030 through 2037 \| Federal
Income Taxes [Line Items]
NOL carryforwards	886
Unlimited Carryover Period \| Federal
Income Taxes [Line Items]
NOL carryforwards	2,100
Unlimited Carryover Period \| State
Income Taxes [Line Items]
NOL carryforwards	4,000
Tax Period begin to expire in 2026 through 2045 \| State
Income Taxes [Line Items]
NOL carryforwards	$ 4,000

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2025

Earnings Per Share [Abstract]

Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders:


	Year Ended December 31,
	2025			2024
	($ in millions, shares in thousands, except per share data)
Numerator:
Net loss attributable to common stockholders	$	(29	)	$	(75	)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted		26,586			25,690
Net loss per share attributable to common stockholders, basic and diluted	$	(1.09	)	$	(2.92	)

Summary of Outstanding Shares of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share

The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect:


	December 31,
	2025		2024
	(in thousands)
Common stock options outstanding		363		366
Unvested restricted stock units outstanding		168		481
Total		531		847

Income Taxes - Summary of Deferred Tax Asset Valuation Allowance (Details) - Valuation Allowance of Deferred Tax Assets - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Valuation And Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of Period	$ 685	$ 669
Additions		16
Deductions	0
Balance at End of Period	$ 685	$ 685

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2025	Feb. 28, 2026	Jun. 30, 2025
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2025
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	FY
Entity Registrant Name	ContextLogic Holdings Inc.
Entity Central Index Key	0002064307
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	Yes
Entity Public Float			$ 181
Entity Common Stock, Shares Outstanding		45,673,839
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	false
Title of 12(g) Security	Common Stock, $0.0001 par value
Trading Symbol	LOGC
Entity File Number	000-56773
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-2930953
Entity Address, Address Line One	2648 International Blvd., Ste 301
Entity Address, City or Town	Oakland
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94601
City Area Code	415
Local Phone Number	965-8476
Document Annual Report	true
Document Transition Report	false
ICFR Auditor Attestation Flag	false
Auditor Firm ID	207
Auditor Name	BPM LLP
Auditor Location	San Jose, California
Documents Incorporated by Reference	Portions of the information called for by Part III of this Annual Report on Form 10-K is hereby incorporated by reference from the definitive proxy statement for the registrant’s 2026 annual meeting of stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2025.
Document Financial Statement Error Correction [Flag]	false

Pay vs Performance Disclosure - USD ($) $ in Millions	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Pay vs Performance Disclosure
Net Income (Loss)	$ (23)	$ (75)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Subsequent Events

12 Months Ended

Dec. 31, 2025

Subsequent Events [Abstract]

Subsequent Events

12. Subsequent Events

US Salt Acquisition

The US Salt Acquisition described in Note 1 was consummated on February 26, 2026 (the “Closing Date”), at which time the Company acquired US Salt and its subsidiaries, including US Salt’s salt production and manufacturing business. The Company holds substantially all of the assets and business of US Salt.

Pursuant to the US Salt Acquisition, the Company agreed to commence a rights offering (the "Rights Offering") to distribute to the holders of ContextLogic common stock subscription rights to purchase up to an aggregate of 14,375,000 shares of ContextLogic common stock. Each subscription right entitled the holder to purchase 0.53486 shares of ContextLogic common stock at an exercise price of $8.00 per share. The Rights Offering was conducted in connection with the US Salt Acquisition to assist the Company in financing a portion of the cash purchase price for the US Salt Acquisition The subscription rights expired at 5:00 p.m. in New York City on February 20, 2026 and the Rights Offering closed on February 25, 2026.

Subscribers in the Rights Offering exercised rights to purchase an aggregate of 429 thousand shares of ContextLogic common stock, and the gross proceeds the Company received from subscribers in the Rights Offering was approximately $3 million.

Simultaneously with entering into and as contemplated by the Purchase Agreement, and in order to facilitate the US Salt Acquisition, given the Rights Offering was not fully subscribed at the expiration of the Rights Offering period, (i) BCP purchased approximately 11,156 thousand Preferred Units from Holdings at a price of $8.00 per Preferred Unit for an aggregate amount of $89 million and (ii) each of ACP I and ACP II purchased approximately 190 thousand and 2,599 thousand shares of ContextLogic common stock, respectively, from the Company at a price of $8.00 per share of ContextLogic common stock, for aggregate amounts of (a) $2 million for ACP I and (b) $21 million for ACP II.

The gross proceeds received by the Company from the backstop agreements with BCP and the backstop agreements with each of ACP I and ACP II (together the "Backstop Agreements") were approximately $112 million. The total expected proceeds from the Rights Offering and the Backstop Agreements was $115 million. All securities issued in satisfaction of the Backstop Agreements were issued in a transaction pursuant to Section 4(a)(2) of the Securities Act.

Additionally, pursuant to the Purchase Agreement, the Company entered into the Credit Agreement (as described below), providing for the Initial Term Loans of $215 million and the Revolving Loans of $25 million (both as described below, combined the "Facilities").

Consideration for the US Salt Acquisition totaled approximately $908 million subject to customary adjustments, including for cash, debt, and net working capital, which was comprised of approximately $583 million in cash consideration (including, among other sources, the use of approximately $213 million in net borrowing proceeds from the Initial Term Loans (as defined below) and approximately $115 million in proceeds from the Rights Offering and Backstop Agreements) and approximately $325 million in equity rollover consideration. At the closing, $3 million was placed into escrow to satisfy the escrow obligations set forth under the Purchase Agreement and the Escrow Agreement entered into with Wilmington Trust, NA, the Sellers Representative, and Holdings.

As of the date these consolidated financial statements were to available to be issued, the Company’s assessment of assets acquired and liabilities assumed and related tax impacts remains in process.

The Credit Agreement

On the Closing Date, Holdings, as the initial borrower, entered into a Credit Agreement (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), with US Salt Investors, LLC, a Delaware limited liability company (the “Borrower”), as the borrower, US Salt Holdings, LLC, a Delaware limited liability company (“US Salt Holdings”), as holdings, the guarantors from time to time party thereto, Wilmington Trust, National Association, as administrative agent and collateral agent (the “Agent”), and each lender from time to time party thereto (the “Lenders”). Immediately after the consummation of the Credit Agreement, the Borrower succeeded to the rights and obligations of Holdings under the Credit Agreement and other Loan Documents (as defined in the Credit Agreement) and Holdings was released from its obligations under the Credit Agreement and other Loan Documents. The obligations under the Credit Agreement are guaranteed by US Salt Holdings and certain of the Borrower’s subsidiaries (collectively, the “Guarantors”) and collateralized by substantially all of the assets of the Borrower and the Guarantors.

The Credit Agreement provides for (i) an initial term loan facility in an aggregate principal amount of $215 million (the “Initial Term Loans”) and (ii) a revolving credit facility in an initial aggregate principal amount of $25 million (the “Revolving Loans” and, together with the Initial Term Loans, the “Loans”). The Credit Agreement provides that the Borrower has the right at any time and from time to time to incur one or more incremental revolving commitments and/or incremental term loans, subject to certain customary conditions and other requirements. The Lenders under the Credit Agreement are not obligated to provide any such incremental loans or commitments. The Initial Term Loans were borrowed on the Closing Date. The Loans mature on February 26, 2033.

At the Borrower’s option, and subject to certain conditions, the Loans bear interest at a base rate or a term Secured Overnight Financing Rate (“SOFR”) rate plus, in each case, an applicable margin determined by the Borrower’s Consolidated First Lien Net Leverage Ratio (as defined in the Credit Agreement). For borrowings that bear interest at a term SOFR rate, the applicable margin is a per annum amount equal to an amount between 4.00% and 4.50%. The Borrower is also required to pay a commitment fee with respect to unused available commitments under the revolving credit facility in a per annum amount, determined by the Borrower’s Consolidated First Lien Net Leverage Ratio, equal to an amount between 0.375% and 0.50%. The Borrower is also obligated to pay the Agent and Lenders other fees and premiums customary for credit facilities of this size and type.

The Credit Agreement contains customary affirmative and negative covenants, conditions to borrowing and events of default.