0002064307-26-000004 | 10-Q | XBRL Viewer | Contextlogic Holdings INC

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Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2026
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

Business Combinations - Summary of Fair Value of Total Consideration (Details) - US Salt Holdings, LLC - USD ($) $ in Millions	Feb. 26, 2026	Dec. 08, 2025
Business Combination [Line Items]
Cash consideration	$ 386.8
Repayment of US Salt debt	209.7
Total cash consideration	596.5	$ 596.5
Business acquisition, equity rollover condiseration	325.2	325.2
Business acquisition, Total consideration	$ 921.7	$ 921.7

- 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

Accounts Receivable (Tables)

3 Months Ended

Mar. 31, 2026

Receivables [Abstract]

Schedule of Accounts Receivable, Net of Allowance for Excepted Credit Losses

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



	Successor			Predecessor
	March 31, 2026			December 31, 2025
	(in millions)			(in millions)
Accounts receivable	$	13.6		$	12.2
Less: allowance for expected credit losses		(0.1	)		(0.1	)
Total	$	13.5		$	12.1

Schedule of Roll Forward of Allowance for Expected Credit Losses

A roll forward of the allowance for expected credit losses is presented below:


	Predecessor
	Three Months Ended March 31, 2025
	(in millions)
Balance as of December 31, 2024 (Predecessor)	$	0.4
Add: bad debt expenses		—
Less: write-offs		—
Balance as of March 31, 2025 (Predecessor)	$	0.4


	Predecessor
	Period from January 1, 2026 to February 26, 2026
	(in millions)
Balance as of December 31, 2025 (Predecessor)	$	0.1
Add: bad debt expenses		—
Less: write-offs		—
Balance as of February 26, 2026 (Predecessor)	$	0.1


	Successor
	Period from February 27, 2026 to March 31, 2026
Balance as of February 27, 2026 (Successor)	$	0.1
Add: bad debt expenses		—
Less: write-offs		—
Balance as of March 31, 2026 (Successor)	$	0.1

Pay vs Performance Disclosure - USD ($) $ in Millions	1 Months Ended	2 Months Ended	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Mar. 31, 2026	Feb. 26, 2026	Mar. 31, 2025
Pay vs Performance Disclosure
Net Income (Loss)	$ 15.3	$ 1.7	$ 2.9

- 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

Business Combinations - Schedule of Identifiable Intangible Asset Estimated Useful Life and Asset Fair Value (Details) - USD ($) $ in Millions	Mar. 31, 2026	Feb. 26, 2026	Dec. 31, 2025
Finite-Lived Intangible Assets [Line Items]
Estimated Asset Fair Value	$ 385.6	$ 388.0	$ 16.8
Trade Names and Trademark
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life		15 years
Estimated Asset Fair Value		$ 28.0
Permits
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life		10 years
Estimated Asset Fair Value		$ 100.0
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life		15 years
Estimated Asset Fair Value		$ 260.0

- 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

Balance Sheet Components

3 Months Ended

Mar. 31, 2026

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Components

NOTE 9. BALANCE SHEET COMPONENTS

Prepaid expenses consist of the following:


	Successor		Predecessor
	March 31, 2026		December 31, 2025
	(in millions)		(in millions)
Prepaid insurance	$	1.3	$	0.7
Other prepaid expenses		0.9		0.3
Other current assets		0.1		—
Total	$	2.3	$	1.0

Accrued liabilities consist of the following:


	Successor		Predecessor
	March 31, 2026		December 31, 2025
	(in millions)		(in millions)
Accrued payroll, bonus, and employee benefits	$	2.2	$	3.9
Contingent loss accrual(1)		3.5		—
Accrued services(2)		3.0		0.9
Accrued term loan interest		1.5		—
Rail car repair accrual(3)		0.8		0.7
Well capping accrual		0.3		0.3
Accrued insurance services		0.2		0.5
Other accruals		0.6		0.1
Total	$	12.1	$	6.4

(1)

Estimated contingent loss related to a legal matter. Refer to Note 13, Commitments and Contingencies, for further information.

(2)

Accrued services primarily consist of professional services related to acquiring US Salt and other legal services.

(3)

Rail car accrual represents the expected cost of disposing of or repairing leased railcars.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions	1 Months Ended	2 Months Ended	3 Months Ended
	Mar. 31, 2026	Feb. 26, 2026	Mar. 31, 2025
Cash flows from operating activities:
Net income	$ 15.3	$ 1.7	$ 2.9
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation, depletion, and amortization	3.3	2.7	3.7
Deferred income tax	(41.9)	0.0	0.0
Amortization of debt issuance cost	0.0	0.1	0.2
Unit/Stock-based compensation	0.5	0.1	0.1
Noncash lease expense	0.1	0.1	0.2
Other	0.2	0.0	0.0
Changes in operating assets and liabilities:
Accounts receivable, net	(0.1)	(1.3)	0.5
Inventory	0.2	(0.7)	(0.8)
Prepaid expenses and other current assets	(0.7)	0.1	0.3
Other inventories	0.0	0.0	(0.2)
Accounts payable	(2.7)	(1.0)	(0.9)
Operating lease liabilities	(0.1)	(0.1)	(0.2)
Accrued liabilities	5.5	0.1	(1.9)
Net cash (used in) provided by operating activities	(20.4)	1.8	3.9
Cash flows from investing activities:
Purchases of property, plant and equipment	(0.7)	(1.3)	(2.6)
Acquisition of US Salt, net of cash acquired	(585.2)	0.0	0.0
Net cash (used in) investing activities	(585.9)	(1.3)	(2.6)
Cash flows from financing activities:
Proceeds from issuance of common stock from the backstopped rights offering	25.7	0.0	0.0
Payment of rights offering costs	(0.2)	0.0	0.0
Proceeds from issuance of subsidiary membership units from the backstopped rights offering	89.3	0.0	0.0
Proceeds from issuance of subsidiary membership units, prior to conversion (Note 14)	75.0	0.0	0.0
Proceeds from issuance of long-term debt	215.0	0.0	0.0
Payment of debt issuance costs	(3.6)	0.0	0.0
Repayment of principal on term loan	0.0	0.0	(0.6)
Member's distributions	0.0	0.0	(1.4)
Repurchase of units	0.0	0.0	(0.2)
Other	(0.2)
Net cash provided by (used in) financing activities	401.0	0.0	(2.2)
Net (decrease) increase in cash and cash equivalents	(205.3)	0.5	(0.9)
Cash and cash equivalents at beginning of period	217.3	10.8	7.4
Cash and cash equivalents at end of period	12.0	11.3	6.5
Supplemental cash flow disclosures:
Cash paid for income taxes, net of refunds	0.0	0.0	0.0
Cash paid for interest	0.0	0.0	5.4
Supplemental noncash investing and financing activities:
Property, plant and equipment in accounts payable	0.5	0.5	0.5
Equity exchanged for ownership in US Salt (Note 2)	325.2	0.0	0.0
Conversion of redeemable noncontrolling interest to noncontrolling interest (Note 14)	$ 153.0	$ 0.0	$ 0.0

Inventories (Tables)

3 Months Ended

Mar. 31, 2026

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventories are as follows:


	Successor		Predecessor
	March 31, 2026		December 31, 2025
	(in millions)		(in millions)
Finished Goods	$	3.6	$	2.4
Packaging and supplies		5.9		5.5
Maintenance materials		3.0		3.0
Total	$	12.5	$	10.9

Net Income Per Share (Successor) and Per Unit (Predecessor)

3 Months Ended

Mar. 31, 2026

Earnings Per Share [Abstract]

Net Income Per Share (Successor) and Per Unit (Predecessor)

NOTE 17. Net INCOME per share (Successor) and per unit (predecessor)

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


	Successor		Predecessor
	Period from February 27, 2026 to March 31, 2026		Period from January 1, 2026 to February 26, 2026		Three Months Ended March 31, 2025
	($ in millions, shares in thousands, except per share data)		($ in millions, shares in thousands, except per share data)		($ in millions, shares in thousands, except per share data)
Numerator:
Net income attributable to Parent Holdings Class A unitholders (Predecessor)			$	1.7	$	2.9
Net income attributable to common stockholders (Successor)	$	15.3
Denominator:
Basic and diluted weighted average USPH Class A units outstanding (Predecessor)				190.9		191.0
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (Successor)		45,676
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (Successor)		45,749
Net income per unit attributable to USPH Class A unit, basic and diluted (Predecessor)			$	8.91	$	15.18
Net income per share attributable to common stockholders, basic (Successor)	$	0.33
Net income per share attributable to common stockholders, diluted (Successor)	$	0.33

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


	Successor
	March 31, 2026
	(in thousands)
Common stock options outstanding		363
Total		363

Calculation of Net Income per Unit (Predecessor)

US Salt Parent Holdings used the two-class method in its computation of net income per unit. US Salt Parent Holdings’ paid and unpaid USPH Class A units issued through subscription notes receivable were entitled to receive distributions at the same rate. Under the two-class method, US Salt Parent Holdings' net income available to Class A unitholders was allocated between the paid and unpaid USPH Class A units on a fully-distributed basis and reflected residual net income after amounts attributed to noncontrolling interests. In the event of a net loss, US Salt Parent Holdings determined that both paid and unpaid USPH Class A units share in the Company’s losses, and they shared in the losses using the same mechanism as the distributions. US Salt Parent Holdings also had USPH Class B units whereby vested USPH Class B units were subject to the hurdle of unreturned capital of Class A and a "Participation Threshold" before Class B unitholders received distribution of profit or distribution of sales proceeds from the sale of US Salt Parent Holdings. For the period from January 1, 2026 to February 26, 2026 (Predecessor) and the three months ended March 31, 2025 (Predecessor), USPH Class B units were participating securities for net income per unit calculation purposes because they were able to participate in undistributed earnings with USPH Class A units. However, because the Class B unit participation was contingent on overcoming the hurdle as described above that was not objectively determinable and/or subject to management discretion, US Salt Parent Holdings did not allocate undistributed earnings to Class B unless and until the contingency occurs. USPH Class B units were non-dilutive securities as the hurdle of unreturned capital of USPH Class A

unitholders was not met as of March 31, 2025 (Predecessor).

Basic and dilutive net income or loss per unit was calculated by dividing undistributed earnings allocated to paid and unpaid USPH Class A unitholders by the weighted average member units outstanding for the respective period.

Property, Plant and Equipment, Net - Additional Information (Details) - USD ($)	1 Months Ended	2 Months Ended
	Mar. 31, 2026	Feb. 26, 2026
Property, Plant and Equipment [Abstract]
Losses recognized from disposal	$ 0	$ 0

Asset Retirement Obligations - Additional Information (Details) - USD ($) $ in Millions	Mar. 31, 2026	Dec. 31, 2025
Asset Retirement Obligation Disclosure [Abstract]
Surety bonds outstanding amount	$ 1.1	$ 1.1

Financial Instruments and Fair Value Measurement - Additional Information (Details) - USD ($)	Mar. 31, 2026	Feb. 26, 2026	Mar. 31, 2025
Fair Value Disclosures [Abstract]
Fair value of financial Instruments measured on recurring basis using significant unobservable inputs	$ 0	$ 0	$ 0

Revenue (Tables)

3 Months Ended

Mar. 31, 2026

Revenue from Contract with Customer [Abstract]

Summary of Disaggregated Revenue

The following table disaggregates revenue between these two product categories:


	Successor		Predecessor
	Period from February 27, 2026 to March 31, 2026		Period from January 1, 2026 to February 26, 2026		Three Months Ended March 31, 2025
	(in millions)		(in millions)		(in millions)
Packaged	$	10.3	$	17.5	$	28.1
Non-packaged		1.8		2.8		4.2
Total net sales	$	12.1	$	20.3	$	32.3

Leases - Additional Information (Details)	Mar. 31, 2026
Leases [Abstract]
Operating lease expiring year	2030
Finance lease expiring year	2030

Financial Instruments and Fair Value Measurement

3 Months Ended

Mar. 31, 2026

Fair Value Disclosures [Abstract]

Financial Instruments and Fair Value Measurement

NOTE 4. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT

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

Level 1 - Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3 - Unobservable inputs for which there is little or no market data, and which require us to develop our own estimates and assumptions reflecting those that a market participant would use.

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs. There were no instruments measured at fair value on a recurring basis using significant unobservable inputs during the period from February 27, 2026 to March 31, 2026 (Successor), the period from January 1, 2026 to February 26, 2026 (Predecessor), and the three months ended March 31, 2025 (Predecessor). Related to the US Salt Acquisition, the Company applied fair value measurements on a nonrecurring basis to the assets acquired and liabilities assumed as of the acquisition date. Refer to Note 2, Business Combinations, for further details.

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

•

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

•

Income approach - Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts; and

•

Cost approach - Based on the amount that currently would be required to replace the service capacity of an asset (i.e., replacement cost).

The Company’s financial instruments consist of cash equivalents, accounts receivable, 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. Accounts receivable, accounts payable, and accrued liabilities carrying values approximate fair value due to the short time to the expected receipt or payment date.

As of March 31, 2026 (Successor), the Company’s "cash and cash equivalents" line item was comprised of cash deposited with banks and money market funds. The Company classifies cash equivalents within Level I of the fair value hierarchy because they were valued using quoted prices in active markets.

A breakdown of cash and cash equivalents is as follows:


	Successor				Predecessor
	March 31, 2026				December 31, 2025
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(in millions)				(in millions)
Cash	$	2.9	$	2.9	$	0.2	$	0.2
Money market funds		9.1		9.1		10.6		10.6
Total cash and cash equivalents	$	12.0	$	12.0	$	10.8	$	10.8

Disclosure of Fair Values

The carrying amounts of accounts receivable, accounts payable and accrued expenses approximate their fair value as of March 31, 2026 (Successor) and December 31, 2025 (Predecessor) due to the relatively short duration of these instruments. Additionally, the carrying value of debt associated with the term loan facility approximates fair value because the interest rates are variable and reset on relatively short durations to then-market rates.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Accounts Receivable

3 Months Ended

Mar. 31, 2026

Receivables [Abstract]

Accounts Receivable

NOTE 5: ACCOUNTS RECEIVABLE

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



	Successor			Predecessor
	March 31, 2026			December 31, 2025
	(in millions)			(in millions)
Accounts receivable	$	13.6		$	12.2
Less: allowance for expected credit losses		(0.1	)		(0.1	)
Total	$	13.5		$	12.1

A roll forward of the allowance for expected credit losses is presented below:


	Predecessor
	Three Months Ended March 31, 2025
	(in millions)
Balance as of December 31, 2024 (Predecessor)	$	0.4
Add: bad debt expenses		—
Less: write-offs		—
Balance as of March 31, 2025 (Predecessor)	$	0.4


	Predecessor
	Period from January 1, 2026 to February 26, 2026
	(in millions)
Balance as of December 31, 2025 (Predecessor)	$	0.1
Add: bad debt expenses		—
Less: write-offs		—
Balance as of February 26, 2026 (Predecessor)	$	0.1


	Successor
	Period from February 27, 2026 to March 31, 2026
Balance as of February 27, 2026 (Successor)	$	0.1
Add: bad debt expenses		—
Less: write-offs		—
Balance as of March 31, 2026 (Successor)	$	0.1

Long Term Debt - Additional Information (Details) - USD ($)			1 Months Ended	3 Months Ended		12 Months Ended
	Feb. 26, 2026	Mar. 31, 2022	Feb. 27, 2026	Mar. 31, 2027	Mar. 31, 2026	Dec. 31, 2025	Feb. 28, 2026	Mar. 31, 2025	Dec. 31, 2022	Jul. 31, 2021
Ares Capital Credit Agreement
Debt Instrument [Line Items]
Interest rate								6.83%
Debt issuance costs								$ 5,100,000
Amortization of debt issuance cost								$ 200,000
Paid off the credit agreement			$ 209,700,000
Credit Agreement \| Minimum
Debt Instrument [Line Items]
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]					us-gaap:SecuredOvernightFinancingRateSofrMember
Credit Agreement \| Maximum
Debt Instrument [Line Items]
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]					us-gaap:SecuredOvernightFinancingRateSofrMember
Wilmington Trust Credit Agreement
Debt Instrument [Line Items]
Interest rate					8.27%
Debt issuance costs					$ 3,600,000
Debt Instrument, Measurement Input					0.15
Debt instrument, term					60 days
Wilmington Trust Credit Agreement \| Subsequent Event
Debt Instrument [Line Items]
Debt instrument, term				45 days
Term loan \| Ares Capital Credit Agreement
Debt Instrument [Line Items]
Line of credit facility									$ 5,000,000	$ 232,000,000
Interest rate						9.40%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]						SOFR
Quarterly principal payments		$ 600,000
Debt instrument, maturity date		Jul. 19, 2028
Term loan \| Ares Capital Credit Agreement \| SOFR
Debt Instrument [Line Items]
Basis spread on variable rate						5.40%
Term loan \| Ares Capital Credit Agreement \| Prime Rate
Debt Instrument [Line Items]
Basis spread on variable rate						4.50%
Term loan \| Ares Capital Credit Agreement \| Floor Rate
Debt Instrument [Line Items]
Basis spread on variable rate						0.75%
Term loan \| Ares Capital Credit Agreement \| NYFRB
Debt Instrument [Line Items]
Basis spread on variable rate						5.00%
Term loan \| Ares Capital Credit Agreement \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate						5.50%
Term loan \| Ares Capital Credit Agreement \| Maximum
Debt Instrument [Line Items]
Basis spread on variable rate						5.65%
Term loan \| Wilmington Trust Credit Agreement
Debt Instrument [Line Items]
Line of credit facility							$ 215,000,000
Interest rate					7.92%
Quarterly principal payments					$ 500,000
Debt instrument, maturity date					Feb. 26, 2033
Excess cash flow					$ 9,500,000
ECF percentage description					The Applicable ECF Percentage is determined based on the Consolidated First Lien Net Leverage Ratio (as defined in the Credit Agreement) as of the last day of the fiscal year as follows: 0% if less than or equal to 2.50x; 25% if greater than 2.50x but less than or equal to 3.00x; and 50% if greater than 3.00x. These ECF payments are due within ten business days after delivery of both the annual audited financial statements and the related Compliance Certificate (as defined in the Credit Agreement).
Revolving line of credit \| Ares Capital Credit Agreement
Debt Instrument [Line Items]
Line of credit facility										$ 25,000,000
Debt instrument, maturity date						Jul. 19, 2026
Outstanding borrowings						$ 0
Commitment fee percentage						0.50%
Unused amount of credit available						$ 25,000,000
Revolving line of credit \| Credit Agreement
Debt Instrument [Line Items]
Debt instrument, maturity date	Feb. 26, 2033
Revolving line of credit \| Credit Agreement \| Minimum
Debt Instrument [Line Items]
Commitment fee percentage	0.375%
Revolving line of credit \| Credit Agreement \| Maximum
Debt Instrument [Line Items]
Commitment fee percentage	0.50%
Revolving line of credit \| Wilmington Trust Credit Agreement
Debt Instrument [Line Items]
Line of credit facility							$ 25,000,000
Interest rate					4.25%
Debt instrument, maturity date					Feb. 26, 2033
Outstanding borrowings					$ 0
Unused amount of credit available					$ 25,000,000
Revolving line of credit \| Wilmington Trust Credit Agreement \| Minimum
Debt Instrument [Line Items]
Commitment fee percentage					0.375%
Revolving line of credit \| Wilmington Trust Credit Agreement \| Minimum \| SOFR
Debt Instrument [Line Items]
Basis spread on variable rate					4.00%
Revolving line of credit \| Wilmington Trust Credit Agreement \| Maximum
Debt Instrument [Line Items]
Commitment fee percentage					0.50%
Revolving line of credit \| Wilmington Trust Credit Agreement \| Maximum \| SOFR
Debt Instrument [Line Items]
Basis spread on variable rate					4.50%

Related Party Transaction (Predecessor) (Tables)

3 Months Ended

Mar. 31, 2026

Schedule of Activities of USPH Class A Units and Subscription Notes Receivable

The activities of USPH Class A units and subscription notes receivable from employees and Board of Directors of US Salt Parent Holdings LLC are summarized as follows:


	Predecessor
	Period from January 1, 2026 to February 26, 2026
	USPH Class A Units		Amount		Subscription Receivable
	(in thousands)		(in millions)		(in millions)
Outstanding, December 31, 2025 (Predecessor)		0.9	$	1.0	$	0.1
Repayment		—		—		(0.1	)
Balance as of February 26, 2026 (Predecessor)		0.9	$	1.0	$	—


	Predecessor
	Three Months Ended March 31, 2025
	USPH Class A Units		Amount		Subscription Receivable
	(in thousands)		(in millions)		(in millions)
Outstanding, December 31, 2024 (Predecessor)		0.9	$	1.0	$	0.2
Repayment		—		—		(0.1	)
Balance as of March 31, 2025 (Predecessor)		0.9	$	1.0	$	0.1

Segment Information - Additional Information (Details) - Segment	1 Months Ended	2 Months Ended	3 Months Ended
	Mar. 31, 2026	Feb. 26, 2026	Mar. 31, 2026	Mar. 31, 2025
Segment Reporting Information [Line Items]
Number of operating segment			1
Segment Reporting, CODM, Profit (Loss) Measure, How Used, Description			The CODM evaluates the Company's performance and allocates resources based on consolidated net income as presented in the statement of operations
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration]			srt:PresidentMember
Customer Concentration Risk \| Net Sales \| One Customer
Segment Reporting Information [Line Items]
Percentage of revenue	1.80%	2.60%		4.30%

- 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

Equity Award Activity and Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2026

Share-Based Payment Arrangement [Abstract]

Summary of Activity Under Equity Plans and Related Information

The following table summarizes USPH Class B units activity for the period from January 1, 2026 to February 26, 2026 (Predecessor) and the three months ended March 31, 2025 (Predecessor):


	Predecessor
	Period from January 1, 2026 to February 26, 2026
	Number of Units		Weighted Average Exercise Price		Weighted Average Remaining Term
	(in thousands)				(In Years)
Balance as of December 31, 2025		17.0	$	1,000.0		1.75
Granted		—		—
Repurchased		—		—
Forfeited		—		—
Balance as of February 26, 2026		17.0	$	1,000.0		1.59


	Predecessor
	Three months ended March 31, 2025
	Number of Units			Weighted Average Exercise Price		Weighted Average Remaining Term
	(in thousands)					(In Years)
Balance as of December 31, 2024		18.0		$	1,000.0		2.68
Granted		—			—
Repurchased		(0.2	)		1,000.0
Forfeited		(0.8	)		1,000.0
Balance as of March 31, 2025		17.0		$	1,000.0		2.50

Equity Award Activity (Successor)

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


	Successor
	Period from February 27, 2026 to March 31, 2026
	Options Outstanding						RSUs Outstanding
	Number of Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (In Years)		Number of RSUs
	(in thousands)						(in thousands)
Balance as of February 27, 2026 (Successor)		363.3	$	16.95		0.3		127.5
Granted		—						—
Vested		—						(56.7	)
Forfeited or cancelled		—						—
Balance as of March 31, 2026 (Successor)		363.3	$	16.95		0.1		70.8

Summary of Stock-Based Compensation Expense

Total equity-based compensation expense included in the Condensed Consolidated Statements of Operations was as follows:


	Successor		Predecessor		Predecessor
	Period from February 27, 2026 to March 31, 2026(1)		Period from January 1, 2026 to February 26, 2026(2)		Three Months Ended March 31, 2025(2)
	(in millions)		(in millions)		(in millions)
Cost of sales	$	—	$	—	$	—
Selling expense		—		—		—
General and administrative		0.1		0.1		0.1
Transaction expenses		0.4		—		—
Total equity-based compensation	$	0.5	$	0.1	$	0.1

(1)

Successor information is stock-based compensation.

(2)

Predecessor information is member-unit based compensation.

Summary of Changes in Non-vested

Changes in the Initial Grant and the Transaction Grant for the period from February 27, 2026 to ended March 31, 2026 (Successor), were as follows (in thousands, except per share amounts):


	Initial Grant				Transaction Grant
	Number of Units		Weighted Average Grant Date Fair Value		Number of Units		Weighted Average Grant Date Fair Value
Nonvested at February 27, 2026 (Successor)		1,898	$	2.39		600	$	0.56
Vested		—		—		—		—
Forfeited		—		—		—		—
Nonvested at March 31, 2026 (Successor)		1,898	$	2.39		600	$	0.56

Summary of Valuation Assumptions

The valuation assumptions utilized for the Transaction Grant 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 Transaction Grant Date for a period equal to the time from the Transaction Grant Date until the expected liquidity event, assuming linear interpolation between terms.

(4)

Holdings’ underlying equity value on the Transaction Grant 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.

Inventories - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025
Inventory Disclosure [Abstract]
Inventories not expected to be consumed within the next twelve months	$ 5.2	$ 5.2
Inventory obsolescence	$ 0.3	$ 0.3

Equity and NonControlling Interest - Additional Information (Details)			1 Months Ended	2 Months Ended	3 Months Ended
	Feb. 26, 2026 USD ($) $ / shares shares	Feb. 25, 2026 USD ($) $ / shares shares	Mar. 31, 2026 USD ($) PreferredUnit $ / shares shares	Feb. 26, 2026 USD ($) $ / shares shares	Mar. 31, 2026 PreferredUnit $ / shares	Mar. 31, 2025 USD ($)	Jan. 22, 2026 $ / shares	Dec. 31, 2025 USD ($)
Distribution Made to Limited Partner [Line Items]
Unreturned capital of Class A unitholders before distributions								$ 193,600,000
Gross proceeds from common stock			$ 25,700,000	$ 0		$ 0
Gross proceeds form preferred units	$ 75,000,000
Convertable preferred unit \| shares	19,123,000			19,123,000
Aggregate proceeds value			$ 123,900,000
Preferred units aggregate value	$ 153,000,000			$ 153,000,000
Attributed to Class B Members Until All Class B Capital Contribution Eroded [Member]
Distribution Made to Limited Partner [Line Items]
Net losses would be percentage attributed to class of members at high level holdings in net loss position					100.00%
Attributed to Class A Members [Member]
Distribution Made to Limited Partner [Line Items]
Net losses would be percentage attributed to class of members at high level holdings in net loss position					100.00%
BCP Backstop Agreement [Member]
Distribution Made to Limited Partner [Line Items]
Aggregate proceeds shares \| shares	11,156,000
Aggregate proceeds value	$ 89,300,000
Common Stock
Distribution Made to Limited Partner [Line Items]
Aggregate proceeds shares \| shares			15,480,400
Preferred Units
Distribution Made to Limited Partner [Line Items]
Sale of stock, price per share \| $ / shares			$ 8		$ 8
Number of preferred units \| PreferredUnit			5,000		5,000
US Salt Parent Holdings
Distribution Made to Limited Partner [Line Items]
Percentage of noncontrolling parent interest			99.00%		99.00%
US Salt Parent Holdings \| Rights Offering [Member]
Distribution Made to Limited Partner [Line Items]
Exercise price of rights per share \| $ / shares		$ 8
US Salt Parent Holdings \| Rights Offering [Member] \| Abrams Backstop Agreements [Member]
Distribution Made to Limited Partner [Line Items]
Exercise price of rights per share \| $ / shares		$ 8
US Salt Parent Holdings \| Common Stock \| Rights Offering [Member]
Distribution Made to Limited Partner [Line Items]
Aggregate number of rights to purchase \| shares		429,463
Gross proceeds from common stock		$ 3,400,000
US Salt Parent Holdings \| Common Stock \| Rights Offering [Member] \| Abrams Backstop Agreements [Member]
Distribution Made to Limited Partner [Line Items]
Gross proceeds from common stock		$ 22,300,000
US Salt Parent Holdings \| Common Stock \| Rights Offering [Member] \| ACP I \| Abrams Backstop Agreements [Member]
Distribution Made to Limited Partner [Line Items]
Aggregate number of rights to purchase \| shares		190,496
US Salt Parent Holdings \| Common Stock \| Rights Offering [Member] \| ACP II \| Abrams Backstop Agreements [Member]
Distribution Made to Limited Partner [Line Items]
Aggregate number of rights to purchase \| shares		2,598,611
Emerald Lake
Distribution Made to Limited Partner [Line Items]
Percentage of noncontrolling parent interest			1.00%		1.00%
US Salt Intermediate Holdings, LLC
Distribution Made to Limited Partner [Line Items]
Percentage of noncontrolling parent interest			100.00%		100.00%
Noncontrolling parent interest represented aggregator			1.00%		1.00%
US Salt Intermediate Holdings, LLC \| Preferred Units
Distribution Made to Limited Partner [Line Items]
Aggregate proceeds shares \| shares	25,176,000
US Salt Holdings, LLC \| Rights Offering [Member]
Distribution Made to Limited Partner [Line Items]
Exercise price of rights per share \| $ / shares							$ 8.00
US Salt Holdings, LLC \| Common Stock
Distribution Made to Limited Partner [Line Items]
Gross proceeds from common stock	$ 15,480,427
Business combination fair value	$ 123,900,000
US Salt Holdings, LLC \| Common Stock \| ACP II
Distribution Made to Limited Partner [Line Items]
Sale of stock, price per share \| $ / shares	$ 8			$ 8
US Salt Holdings, LLC \| Common Stock \| Rights Offering [Member]
Distribution Made to Limited Partner [Line Items]
Aggregate number of rights to purchase \| shares		429,463
US Salt Holdings, LLC \| Preferred Units
Distribution Made to Limited Partner [Line Items]
Business combination fair value	$ 201,400,000
Investor Return Equal To or Greater Than 2.0 \| US Salt Parent Holdings
Distribution Made to Limited Partner [Line Items]
Incentive units vesting rights, description					(i) one-third of the performance-based incentive units vested upon the consummation of a sale of the US Salt Parent Holdings if the Investor Return was equal to or greater than 2.0
Investor Return Equal To or Greater Than 2.5 \| US Salt Parent Holdings
Distribution Made to Limited Partner [Line Items]
Incentive units vesting rights, description					(ii) an additional one-third of the performance-based incentive units vested upon the consummation of a sale of US Salt Parent Holdings if the Investor Return was equal to or greater than 2.5
Investor Return Equal To or Greater Than 3.0 \| US Salt Parent Holdings
Distribution Made to Limited Partner [Line Items]
Incentive units vesting rights, description					(iii) an additional one-third of the performance-based incentive units vested upon the consummation of a sale of US Salt Parent Holdings if the Investor Return was equal to or greater than 3.0.
USPH Class A Units
Distribution Made to Limited Partner [Line Items]
Tax distributions				$ 0
USPH Class B Units \| Service-Based Vesting \| US Salt Parent Holdings
Distribution Made to Limited Partner [Line Items]
Percentage of vesting of award					40.00%
USPH Class B Units \| Service and Performance Based Vesting \| US Salt Parent Holdings
Distribution Made to Limited Partner [Line Items]
Percentage of vesting of award					60.00%
Time-Vesting Incentive Units \| US Salt Parent Holdings
Distribution Made to Limited Partner [Line Items]
Incentive units vested requisite service period					5 years
Expense recognized for the time-vesting incentive units				$ 100,000

Related Party Transaction (Predecessor)

3 Months Ended

Mar. 31, 2026

Related Party Transaction (Predecessor)

NOTE 18. RELATED PARTY TRANSACTION (pREDECESSOR)

Management Fees

On July 19, 2021, US Salt Holdings entered into a Professional Services Agreement with Emerald Lake, who would provide financial and management consulting services. Emerald Lake agreed to consult with the US Salt’s Board of Directors and the oversight of management on business and financial matters including company strategy, budgeting of future investments, acquisition and divestiture strategies, and debt and equity financings. In consideration of Emerald Lake’s services, US Salt Holdings paid Emerald Lake an annual management fee (the "Management Fee") the greater of $1.9 million or 1% of Emerald Lake Investment. The Management Fee was payable in cash in quarterly installments equal to the greater of $0.5 million and 0.25% of Emerald Lake Investment. The Management Fees were $0.3 million and $0.5 million for the period from January 1, 2026 to February 26, 2026 (Predecessor) and the three months ended March 31, 2025 (Predecessor), respectively, and were reported in the general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations. As of December 31, 2025 (Predecessor), there were no unpaid management fees in the accompanying condensed consolidated balance sheets.

Upon the consummation of the US Salt Acquisition, the Professional Services Agreement was terminated and no further Management Fees will be incurred.

USPH Class A and Unit Subscription Receivable

The activities of USPH Class A units and subscription notes receivable from employees and Board of Directors of US Salt Parent Holdings LLC are summarized as follows:


	Predecessor
	Period from January 1, 2026 to February 26, 2026
	USPH Class A Units		Amount		Subscription Receivable
	(in thousands)		(in millions)		(in millions)
Outstanding, December 31, 2025 (Predecessor)		0.9	$	1.0	$	0.1
Repayment		—		—		(0.1	)
Balance as of February 26, 2026 (Predecessor)		0.9	$	1.0	$	—


	Predecessor
	Three Months Ended March 31, 2025
	USPH Class A Units		Amount		Subscription Receivable
	(in thousands)		(in millions)		(in millions)
Outstanding, December 31, 2024 (Predecessor)		0.9	$	1.0	$	0.2
Repayment		—		—		(0.1	)
Balance as of March 31, 2025 (Predecessor)		0.9	$	1.0	$	0.1

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

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-Subparagraph (SX 210.6-07(2)(e))
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-Topic 850
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Segment Information (Tables)

3 Months Ended

Mar. 31, 2026

Segment Reporting [Abstract]

Schedule of Operating Financial Results

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


	Successor			Predecessor
	Period from February 27 - March 31, 2026			Period from January 1 - February 26, 2026			Three Months Ended March 31, 2025
	(in millions)			(in millions)			(in millions)
Net sales	$	12.1		$	20.3		$	32.3

Cost of sales		7.4			10.9			17.2
Depreciation, amortization and depletion		3.3			2.7			3.7
Selling expense		0.4			0.6			0.9
Administrative expense		5.0			1.0			1.5
Transaction expense		20.7			0.1			—
Interest expense		1.8			3.0			5.4
Other segment items		0.1			0.3			0.7
Benefit from income taxes		(41.9	)		—			—
Net income	$	15.3		$	1.7		$	2.9
Capital expenditures - purchases of property, plant and equipment	$	(0.7	)	$	(1.3	)	$	(2.6	)

Equity Award Activity and Stock-Based Compensation - Summary of Valuation Assumptions (Details) - 600K Class P Unit Award $ in Millions	Dec. 07, 2025 USD ($)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected time to a liquidity event	5 years 2 months 23 days
Expected volatility	30.00%
Risk-free interest rate	3.71%
Equity value	$ 738
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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes

3 Months Ended

Mar. 31, 2026

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 16. INCOME TAXES

The Company holds an economic interest in Holdings and consolidates its financial position and results. The remaining ownership of Holdings not held by the Company is considered a noncontrolling interest. Holdings is treated as a partnership for income tax reporting and its members, including the Company, are liable for federal, and state income taxes based on their share of Holdings' taxable income. Prior to the acquisition, US Salt was treated as a partnership for federal and state income tax purposes, in which the partnership’s taxable income or loss was passed through to its unitholders.

The Company’s tax provision for the interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company assesses its estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in the period of change.

The Company’s quarterly tax provision and the estimate of the annual effective tax rate is subject to fluctuation due to several factors, including variability in pre-tax earnings, the geographic distribution of the pre-tax earnings, tax law changes, non-deductible expenses, such as stock-based compensation, and changes in the estimate of the valuation allowance.

The benefit for income taxes was $41.9 million (157%) for the period from February 27, 2026 to March 31, 2026 (Successor). There was no provision for or benefit from income taxes for the period from January 1, 2026 to February 26, 2026 (Predecessor) or for the three months ended March 31, 2025 (Predecessor). The Company’s effective tax rate for the period from February 27, 2026 to March 31, 2026 (Successor) differed from the U.S. statutory rate of 21% primarily due to the release of valuation allowance associated with the acquisition of US Salt and additional valuation allowance on tax attributes generated during the period. The Company’s effective tax rate for the three months ended March 31, 2025 (Predecessor) differed from the U.S. statutory rate of 21% as US Salt was a partnership and not subject to federal or state corporate income taxes.

The Company continues to maintain a valuation allowance on its domestic net deferred tax assets which is excluded from the annual effective tax rate estimate.

The Company had no unrecognized tax benefits as of March 31, 2026 (Successor) and December 31, 2025 (Predecessor). There were no interest and penalties associated with the unrecognized tax benefits for the period from February 27, 2026 to March 31, 2026 (Successor), the period from January 1, 2026 to February 26, 2026 (Predecessor), and the three months ended March 31, 2025 (Predecessor).

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company is not currently under examination by income tax authorities in federal, state or other jurisdictions. All tax returns will 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.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

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-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

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+ Details

Commitments and Contingencies

3 Months Ended

Mar. 31, 2026

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 13. COMMITMENTS AND CONTINGENCIES

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 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 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 judgment. 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. However, the Company has currently estimated a potential loss of $3.5 million at this 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 March 31, 2026 (Successor), 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.

Segment Information

3 Months Ended

Mar. 31, 2026

Segment Reporting [Abstract]

Segment Information

NOTE 19. SEGMENT INFORMATION

The Company operates as a single segment, which is the consolidated entity. Our Chief Operating Decision Maker ("CODM") is our President. The CODM evaluates the Company's performance and allocates resources based on consolidated net income as presented in the statement of operations supplemented by significant expense categories that impact net income as outlined below. The CODM uses these varying results to prioritize reinvestment of profits in the Company.

One customer accounted for $1.8 million, $2.6 million, and $4.3 million of the Company’s total net sales during the period from February 27, 2026 to March 31, 2026 (Successor), the period from January 1, 2026 to February 26, 2026 (Predecessor), and the three months ended March 31, 2025 (Predecessor), respectively.

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


	Successor			Predecessor
	Period from February 27 - March 31, 2026			Period from January 1 - February 26, 2026			Three Months Ended March 31, 2025
	(in millions)			(in millions)			(in millions)
Net sales	$	12.1		$	20.3		$	32.3

Cost of sales		7.4			10.9			17.2
Depreciation, amortization and depletion		3.3			2.7			3.7
Selling expense		0.4			0.6			0.9
Administrative expense		5.0			1.0			1.5
Transaction expense		20.7			0.1			—
Interest expense		1.8			3.0			5.4
Other segment items		0.1			0.3			0.7
Benefit from income taxes		(41.9	)		—			—
Net income	$	15.3		$	1.7		$	2.9
Capital expenditures - purchases of property, plant and equipment	$	(0.7	)	$	(1.3	)	$	(2.6	)

Other segment items include foreign currency gain/(loss), loss due to disposal of fixed assets, stock-based/unit-based compensation expenses, and management fees paid to Emerald Lake (Predecessor).

The measure of segment assets is reported on the Company’s Condensed Consolidated Balance Sheets.

- 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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Millions	1 Months Ended	2 Months Ended	3 Months Ended
	Mar. 31, 2026	Feb. 26, 2026	Mar. 31, 2025
Income Statement [Abstract]
Net sales	$ 12.1	$ 20.3	$ 32.3
Cost of sales	8.3	13.2	20.4
Gross profit	3.8	7.1	11.9
Operating expenses:
Selling expense	0.4	0.7	1.0
General and administrative	7.5	1.6	2.6
Transaction expenses	20.7	0.1	0.0
Total operating expenses	28.6	2.4	3.6
(Loss) income from operations	(24.8)	4.7	8.3
Other income (expenses)
Interest and other expense, net	(1.8)	(3.0)	(5.4)
(Loss) income before benefit from income taxes	(26.6)	1.7	2.9
Benefit from income taxes	41.9	0.0	0.0
Net income	15.3	1.7	2.9
Net (loss) attributable to noncontrolling interest (Note 14)	0.0	0.0	0.0
Net income attributable to common stockholders	$ 15.3	$ 1.7	$ 2.9
Net income per share attributable to common stockholders, basic	$ 0.33	$ 8.91	$ 15.18
Net income per share attributable to common stockholders, diluted	$ 0.33	$ 8.91	$ 15.18
Weighted-average shares used in computing net income per share attributable to common stockholders, basic	45,676,000	190,900	191,000
Weighted-average shares used in computing net income per share attributable to common stockholders, diluted	45,749,000	190,900	191,000

Equity Award Activity and Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended		2 Months Ended	3 Months Ended
	Mar. 06, 2025	Mar. 31, 2026	Dec. 31, 2025	Feb. 26, 2026	Mar. 31, 2026	Feb. 27, 2026	Mar. 31, 2025	Dec. 31, 2024
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average grant date fair value		$ 16.95			$ 16.95	$ 16.95
Number of Options, Granted		0
Number of shares available for grant		5,236,000			5,236,000
Number of non-vested units		70,800			70,800	127,500
Restricted Stock Units ("RSUs")
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation expenses		$ 0.4			$ 0.4
Unrecognized compensation expenses, recognition period					1 year
Class P Units \| Employment Agreement
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares awarded as compensation	1,423,000
Performance-Based Class P Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares awarded as compensation	1,423,000
Performance-Based Class P Units \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares awarded as compensation	1,898,000
Class B Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average grant date fair value			$ 1,000	$ 1,000			$ 1,000	$ 1,000
Number of Options, Granted				0
600K Class P Unit Award
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Options, Granted			600,000
Share Price		$ 30			$ 30
Options, Grant date Fair Value					$ 0.3
Compensation expense to be recognized related to vesting of award						$ 0.3

Long Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Millions	Mar. 31, 2026	Dec. 31, 2025
Debt Instrument [Line Items]
Unamortized debt discount and issuance	$ (3.6)	$ (1.3)
Current portion	(1.6)	(2.3)
Long-term portion	209.8	203.1
Term loan
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 215.0	$ 206.7

- 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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-Section 45
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+ Details

- Definition

Amount of unamortized debt discount (premium) and debt issuance costs.

+ References + Details

Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2026

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

NOTE 8: GOODWILL AND INTANGIBLE ASSETS

Goodwill

The carrying amount of goodwill was $148.0 million and $28.1 million as of March 31, 2026 (Successor) and December 31, 2025 (Predecessor), respectively. There was no impairment of goodwill for the period from February 27, 2026 to March 31, 2026 (Successor), the period from January 1, 2026 to February 26, 2026 (Predecessor), and the three months ended March 31, 2025 (Predecessor).

Intangible Assets

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


	Successor
	March 31, 2026
	Gross Carrying Amount		Accumulated Amortization			Amount
	(in millions)
Tradename	$	28.0	$	(0.2	)	$	27.8
Customer relationships		260.0		(1.4	)		258.6
Permits		100.0		(0.8	)		99.2
Total	$	388.0	$	(2.4	)	$	385.6


	Predecessor
	December 31, 2025
	Gross Carrying Amount		Accumulated Amortization			Amount
	(in millions)
Tradename	$	21.8	$	(6.7	)	$	15.1
Customer relationships		2.4		(0.7	)		1.7
Total	$	24.2	$	(7.4	)	$	16.8

Amortization expense of the finite-lived intangible assets for the period from February 27, 2026 to March 31, 2026 (Successor), the period from January 1, 2026 to February 26, 2026 (Predecessor) and the three months ended March 31, 2025 (Predecessor) was $2.4 million, $0.3 million, and $0.4 million, respectively, and is included in general and administrative expenses in the Condensed Consolidated Statements of Operations. The estimated net amortization expense for the finite-lived intangible assets is $21.9 million for the remainder of 2026, $29.2 million per year for each of the four years ending December 31, 2027 through 2030, and $246.9 million thereafter. The remaining useful lives for the intangible assets is 10 years for permits and 15 years for trademarks and customer relationships.

Income Taxes - Additional Information (Details) - USD ($)	1 Months Ended	2 Months Ended	3 Months Ended
	Mar. 31, 2026	Feb. 26, 2026	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025
Effective Income Tax Rate Reconciliation [Line Items]
Benefit for income taxes	$ 41,900,000	$ 0		$ 0
Benefit for income taxes, percent	(157.00%)
U.S. statutory rate	21.00%
Unrecognized tax benefits	$ 0		$ 0		$ 0
Unrecognized tax benefits, interest and penalties	$ 0	$ 0		$ 0
Federal Authorities
Effective Income Tax Rate Reconciliation [Line Items]
Tax return open for examination			3 years
State Authorities
Effective Income Tax Rate Reconciliation [Line Items]
Tax return open for examination			4 years

- Definition

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

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+ Details

Property, Plant and Equipment, Net

3 Months Ended

Mar. 31, 2026

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, Net

NOTE 7: PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net are as follows:


	Successor			Predecessor
	March 31, 2026			December 31, 2025
	(in millions)			(in millions)
Land	$	6.7		$	2.0
Buildings and improvements		17.6			20.1
Machinery and equipment		60.8			69.8
Salt reserves		310.0			275.3
Construction in process		2.3			2.2
		397.4			369.4
Accumulated depreciation and depletion		(0.9	)		(48.0	)
Total	$	396.5		$	321.4

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


	Successor		Predecessor
	Period from February 27, 2026 to March 31, 2026		Period from January 1, 2026 to February 26, 2026		Three Months Ended March 31, 2025
	(in millions)		(in millions)		(in millions)
Cost of sales	$	0.9	$	2.4	$	3.3
Selling expense		—		—		—
General and administrative expense		—		—		—
Total	$	0.9	$	2.4	$	3.3

The Company recognized no losses from disposal on the Condensed Consolidated Statements of Operations for the period from February 27, 2026 to March 31, 2026 (Successor) and the period from January 1, 2026 to February 26, 2026 (Predecessor) and recognized an insignificant loss from disposal for the three months ended March 31, 2025 (Predecessor).

Property, Plant and Equipment, Net - Schedule of Depreciation and Depletion Expense Included in Statements of Operations (Details) - USD ($) $ in Millions	1 Months Ended	2 Months Ended	3 Months Ended
	Mar. 31, 2026	Feb. 26, 2026	Mar. 31, 2025
Property, Plant and Equipment [Line Items]
Total	$ 0.9	$ 2.4	$ 3.3
Cost of Sales
Property, Plant and Equipment [Line Items]
Total	0.9	2.4	3.3
Selling Expense
Property, Plant and Equipment [Line Items]
Total	0.0	0.0	0.0
General and Administrative Expense
Property, Plant and Equipment [Line Items]
Total	$ 0.0	$ 0.0	$ 0.0

Financial Instruments and Fair Value Measurement - Schedule of Breakdown of Cash and Cash Equivalents (Details) - USD ($) $ in Millions	Mar. 31, 2026	Dec. 31, 2025
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total cash and cash equivalents, fair value	$ 12.0	$ 10.8
Total cash and cash equivalents, carrying value	12.0	10.8
Cash
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total cash and cash equivalents, fair value	2.9	0.2
Total cash and cash equivalents, carrying value	2.9	0.2
Money Market Funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total cash and cash equivalents, fair value	9.1	10.6
Total cash and cash equivalents, carrying value	$ 9.1	$ 10.6

Business Combinations - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions			1 Months Ended	2 Months Ended
	Feb. 26, 2026	Dec. 08, 2025	Mar. 31, 2026	Feb. 26, 2026	Dec. 31, 2025
Business Combination [Line Items]
Goodwill			$ 148.0		$ 28.1
US Salt Holdings, LLC
Business Combination [Line Items]
Name of acquiree	US Salt Acquisition
Acquisition agreement date	Dec. 08, 2025
Effective date of acquisition	Feb. 26, 2026
Voting equity interest acquired, percentage	100.00%			100.00%
Transaction costs related to acquisition			$ 20.7	$ 0.1
Shares issued at per share	$ 8		$ 8	$ 8
Preliminary purchase consideration	$ 921.7	$ 921.7
Goodwill	148.0			$ 148.0
Inventory	12.7		$ 1.1	12.7
Property, plant and equipment	396.7			396.7
Acquired intangible assets	388.0			388.0
Payment of outstanding debt and related fees and balances	209.7
US Salt Holdings, LLC \| Cost Approach
Business Combination [Line Items]
Property, plant and equipment	310.0			310.0
US Salt Holdings, LLC \| Market Approach
Business Combination [Line Items]
Property, plant and equipment	$ 310.0			$ 310.0

Revenue - Schedule of Disaggregates Revenue (Details) - USD ($) $ in Millions	1 Months Ended	2 Months Ended	3 Months Ended
	Mar. 31, 2026	Feb. 26, 2026	Mar. 31, 2025
Disaggregation of Revenue [Line Items]
Net sales	$ 12.1	$ 20.3	$ 32.3
Packaged
Disaggregation of Revenue [Line Items]
Net sales	10.3	17.5	28.1
Non Packaged
Disaggregation of Revenue [Line Items]
Net sales	$ 1.8	$ 2.8	$ 4.2

- 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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- 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

Asset Retirement Obligations (Tables)

3 Months Ended

Mar. 31, 2026

Asset Retirement Obligation Disclosure [Abstract]

Summary of Changes in Asset Retirement Obligation

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


Balance as of December 31, 2024 (Predecessor)	$	0.8
Liabilities incurred		—
Changes in estimated obligations		—
Accretion of expense		—
Balance as of March 31, 2025 (Predecessor)	$	0.8

Balance as of December 31, 2025 (Predecessor)	$	0.8
Liabilities incurred		—
Changes in estimated obligations		—
Accretion of expense		—
Balance as of February 26, 2026 (Predecessor)	$	0.8


Balance as of February 27, 2026 (Successor)	$	0.8
Liabilities incurred		—
Changes in estimated obligations		—
Accretion of expense		—
Balance as of March 31, 2026 (Successor)	$	0.8

Revenue - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended	2 Months Ended	3 Months Ended
	Mar. 31, 2026	Feb. 26, 2026	Mar. 31, 2025
Disaggregation of Revenue [Line Items]
Cost of sales	$ 8.3	$ 13.2	$ 20.4
Revenue Benchmark \| Revenue from Rights Concentration Risk \| North America
Disaggregation of Revenue [Line Items]
Concentration risk percentage	99.50%	99.80%	99.70%
Revenue Benchmark \| Revenue from Rights Concentration Risk \| Domestic
Disaggregation of Revenue [Line Items]
Concentration risk percentage	92.90%	94.10%	92.30%
Shipping and Handling Costs
Disaggregation of Revenue [Line Items]
Cost of sales	$ 0.9	$ 1.3	$ 2.3

- Definition

+ References + Details

- Definition

The aggregate cost of goods produced and sold and services rendered during the reporting period.

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+ Details

- 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

Revenue

3 Months Ended

Mar. 31, 2026

Revenue from Contract with Customer [Abstract]

Revenue

NOTE 3. REVENUE

Revenue recognition

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

The Company determines revenue recognition through the following steps:

•

Identification of the contract, or contracts, with a customer

•

Identification of the performance obligations in the contract

•

Determination of the transaction price

•

Allocation of the transaction price to the performance obligations in the contract

•

Recognition of revenue when, or as, the Company satisfies a performance obligation

Performance Obligations - A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers. The contract's transaction price is allocated to the performance obligations and recognized as revenue when the performance obligations are satisfied. Substantially all our contracts are of a short-term nature and contain a single performance obligation. Because the Company’s agreements have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations.

Shipping and handling costs associated with outbound freight, including shipping and handling costs after control over a product is transferred to a customer are accounted for as a fulfillment cost as incurred and are not considered to be a separate performance obligation. Shipping and handling costs recorded as a component of cost of sales were approximately $0.9 million, $1.3 million, and $2.3 million for the period from February 27, 2026 to March 31, 2026 (Successor), the period from January 1, 2026 to February 26, 2026 (Predecessor), and the three months ended March 31, 2025 (Predecessor), respectively.

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

Approximately 99.5%, 99.8%, and 99.7% of the Company’s net sales are generated from North America, and 92.9%, 94.1%, and 92.3% of which is from domestic sales for the period from February 27, 2026 to March 31, 2026 (Successor), the period from January 1, 2026 to February 26, 2026 (Predecessor), and the three months ended March 31, 2025 (Predecessor), respectively. The Company offers customers limited right of return for its non-conforming products in the event of defects. Customer remedies may include either a cash refund or product exchange. Accordingly, the estimated right of return and related refund liability is recorded as a reduction in net sales. Return estimates are reviewed and updated in each reporting period based on historical sales and return experiences. Contract asset and liability balances as of March 31, 2026 (Successor) and December 31, 2025 (Predecessor) are immaterial.

Revenue disaggregation

The Company has vertically integrated operations under which the Company solution mines, manufactures, processes, packages, markets, distributes and sells salt either as packaged products prepared on-site at the Watkins Glen,

New York facility or as non-packaged products which are shipped in bulk or packaged at a third party facility. The following table disaggregates revenue between these two product categories:


	Successor		Predecessor
	Period from February 27, 2026 to March 31, 2026		Period from January 1, 2026 to February 26, 2026		Three Months Ended March 31, 2025
	(in millions)		(in millions)		(in millions)
Packaged	$	10.3	$	17.5	$	28.1
Non-packaged		1.8		2.8		4.2
Total net sales	$	12.1	$	20.3	$	32.3

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/606/tableOfContent

+ Details

Asset Retirement Obligations

3 Months Ended

Mar. 31, 2026

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligations

NOTE 12: ASSET RETIREMENT OBLIGATIONS

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


Balance as of December 31, 2024 (Predecessor)	$	0.8
Liabilities incurred		—
Changes in estimated obligations		—
Accretion of expense		—
Balance as of March 31, 2025 (Predecessor)	$	0.8

Balance as of December 31, 2025 (Predecessor)	$	0.8
Liabilities incurred		—
Changes in estimated obligations		—
Accretion of expense		—
Balance as of February 26, 2026 (Predecessor)	$	0.8


Balance as of February 27, 2026 (Successor)	$	0.8
Liabilities incurred		—
Changes in estimated obligations		—
Accretion of expense		—
Balance as of March 31, 2026 (Successor)	$	0.8

In connection with certain contracts, the Company is required to hold surety bonds. These bonds are supported by a general agreement of indemnity in favor of the sureties. As of March 31, 2026 (Successor) and December 31, 2025 (Predecessor), the Company had surety bonds outstanding with an aggregate stated amount of $1.1 million. The bonds relate primarily to the salt well plugging projects and generally expire and are renewed annually.

The Company’s estimated abandonment costs related to plugging and abandonment of injection wells under these surety bonds are reported as part of asset retirement obligation in the Condensed Consolidated Balance Sheets. As of March 31, 2026 (Successor) and December 31, 2025 (Predecessor), management has not identified any defaults, and no accrual related to these bonds has been recorded. Bond premiums paid are recorded as prepaid expenses and amortized over the period of benefit.

Overview, Basis of Presentation and Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2026

Accounting Policies [Abstract]

Summary of Estimated Useful Lives of Property, Plant and Equipment

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


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

Segment Information - Schedule of Operating Financial Results (Details) - USD ($) $ in Millions	1 Months Ended	2 Months Ended	3 Months Ended
	Mar. 31, 2026	Feb. 26, 2026	Mar. 31, 2025
Segment Reporting [Abstract]
Net sales	$ 12.1	$ 20.3	$ 32.3
Sales	8.3	13.2	20.4
Cost of sales	7.4	10.9	17.2
Depreciation, amortization and depletion	3.3	2.7	3.7
Selling expense	0.4	0.6	0.9
Administrative expense	5.0	1.0	1.5
Transaction expense	20.7	0.1	0.0
Interest expense	1.8	3.0	5.4
Other segment items	0.1	0.3	0.7
Benefit from income taxes	(41.9)	0.0	0.0
Net income	15.3	1.7	2.9
Capital expenditures - purchases of property, plant and equipment	$ (0.7)	$ (1.3)	$ (2.6)

Leases - Schedule of Long Term and Discount Rate Information (Details)	Mar. 31, 2026	Dec. 31, 2025
Weighted-average remaining lease term (in years)
Operating leases	1 year 11 months 12 days	2 years 18 days
Finance leases	3 years 7 months 20 days	3 years 10 months 2 days
Weighted-average discount rate
Operating leases	7.54%	9.81%
Finance leases	7.36%	10.53%

Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Millions	Mar. 31, 2026	Dec. 31, 2025
Accrued Liabilities, Current [Abstract]
Accrued payroll, bonus, and employee benefits	$ 2.2	$ 3.9
Contingent loss accrual	3.5	0.0
Accrued services	3.0	0.9
Accrued term loan interest	1.5	0.0
Rail car repair accrual	0.8	0.7
Well capping accrual	0.3	0.3
Accrued insurance services	0.2	0.5
Other accruals	0.6	0.1
Total	$ 12.1	$ 6.4

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	1 Months Ended	2 Months Ended	3 Months Ended
	Mar. 31, 2026	Feb. 26, 2026	Mar. 31, 2025	Dec. 31, 2025
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 148,000,000			$ 28,100,000
Impairment of goodwill	0	$ 0	$ 0
Amortization of debt issuance cost	0	100,000	200,000
Amortization of Intangible Assets	2,400,000	300,000	400,000
General and administrative	7,500,000	$ 1,600,000	$ 2,600,000
Estimated net amortization expense, remainder of 2026	21,900,000
Estimated net amortization expense, 2027	29,200,000
Estimated net amortization expense, 2028	29,200,000
Estimated net amortization expense, 2029	29,200,000
Estimated net amortization expense, 2030	29,200,000
Estimated net amortization expense, thereafter	$ 246,900,000
Trademarks
Finite-Lived Intangible Assets [Line Items]
Remaining useful lives for the intangible assets	10 years
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Remaining useful lives for the intangible assets	15 years

Long Term Debt - Schedule of Maturities of Long-Term Debt (Details) $ in Millions	Mar. 31, 2026 USD ($)
Long-Term Debt, Fiscal Year Maturity [Abstract]
Remaining 2026	$ 1.1
2027	2.2
2028	2.2
2029	2.2
2030	2.2
Thereafter	205.1
Total maturities	$ 215.0

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Equity Award Activity and Stock-Based Compensation - Summary of Activity Under Equity Plans and Related Information (Details) - $ / shares	1 Months Ended	2 Months Ended	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Feb. 26, 2026	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Options, Beginning balance	363,300
Number of Options, Granted	0
Number of Options, Forfeited or cancelled	0
Number of Options, Ending balance	363,300
Weighted-Average Exercise Price, Beginning balance	$ 16.95
Weighted-Average Exercise Price, Ending balance	$ 16.95
Weighted-Average Remaining Contractual Term	1 month 6 days	3 months 18 days
Beginning balance of number of units nonvested	127,500
Number of Restricted Stock Units, Vested	(56,700)
Ending balance of number of units nonvested	70,800
Class B Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Options, Beginning balance		17,000	18,000	18,000
Number of Options, Granted		0
Number of Options , Repurchased		0	(200)
Number of Options, Forfeited or cancelled		0	(800)
Number of Options, Ending balance		17,000	17,000	17,000	18,000
Weighted-Average Exercise Price, Beginning balance		$ 1,000	$ 1,000	$ 1,000
Weighted-Average Exercise Price, Granted		0
Weighted-Average Exercise Price, Repurchased		0	1,000
Weighted-Average Exercise Price, Forfeited or cancelled			1,000
Weighted-Average Exercise Price, Ending balance		$ 1,000	$ 1,000	$ 1,000	$ 1,000
Weighted-Average Remaining Contractual Term		1 year 7 months 2 days	2 years 6 months	1 year 9 months	2 years 8 months 4 days

Leases - Schedule of Future Maturities of Lease Liabilities (Details) - USD ($) $ in Millions	Mar. 31, 2026	Dec. 31, 2025
Operating Leases
2026	$ 0.6
2027	0.4
2028	0.1
2029	0.1
2030	0.0
Thereafter	0.0
Total future undiscounted lease payments	1.2
Imputed interest	(0.1)
Present value of lease payments	1.1
Current portion	(0.7)	$ (0.7)
Long- term portion of operating lease liability	0.4	0.5
Finance Leases
2026	0.1
2027	0.2
2028	0.1
2029	0.1
2030	0.0
Thereafter	0.0
Total future undiscounted lease payments	0.5
Imputed interest	(0.1)
Present value of lease payments	0.4
Current portion	(0.1)	(0.1)
Long-term portion of lease payments	$ 0.3	$ 0.3

Overview, Basis of Presentation and Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2026

Accounting Policies [Abstract]

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). The US Salt Acquisition is accounted for as a business combination under Accounting Standards Codification Topic 805, Business Combinations, using the acquisition method of accounting, and ContextLogic has been determined to be the accounting acquirer.

As a result of the significance of the relative operations of US Salt acquired in the US Salt Acquisition, US Salt is reflected as the Predecessor to the combined entity for financial statement purposes. Accordingly, all periods presented through the closing date of the US Salt Acquisition, February 26, 2026, reflect the historical balances and results of US Salt Parent Holdings, LLC and all its majority or wholly owned subsidiaries ("US Salt Parent") ("Predecessor"). Periods presented after the closing of the US Salt Acquisition reflect the accounts of the Company and its wholly owned subsidiary along with Holdings and Holdings' wholly owned subsidiaries, including US Salt Parent ("Successor"). In accordance with the application of acquisition accounting, the assets and liabilities of US Salt acquired by the Company have been remeasured to fair value in the Successor periods.

Certain costs were contingent solely upon the consummation of the US Salt Acquisition and are therefore not reflected in either the Predecessor or Successor income statements. These costs, totaling $4.8 million, consist of unit-based incentive compensation expense related to the accelerated vesting of US Salt time-vested and performance-vested incentive units that vested upon the change in control pursuant to pre-existing award agreements. These amounts were fully contingent upon the closing of the US Salt Acquisition and US Salt would not have recognized the expense absent consummation of the transaction. The vested awards were included in the outstanding shares acquired in the US Salt Acquisition; as a result, the fair value of the consideration exchanged for the ownership interests related to the incentive units subject to accelerated vesting is included in the consideration transferred. Refer to Note 14, Equity and Noncontrolling Interest, for additional information related to the incentive units.

For the period from January 1 to February 26, 2026, the public company and parent-level items of the Company, distinct and separate from the operating results of US Salt, ("CLHI Corporate") had general and administrative expenses of $1.0 million, transaction expenses of $1.4 million, net interest and other income of $1.2 million, net loss of $1.2 million, accretion on CLHI Corporate's redeemable noncontrolling interest's preferred shares of $0.5 million, and a final net loss attributable to common stockholders of $1.7 million. Refer to Note 14, Equity and Noncontrolling Interest, for more information about CLHI Corporate's redeemable noncontrolling interest prior to the US Salt Acquisition.

The interim condensed consolidated financial statements as of March 31, 2026 (Successor) and December 31, 2025 (Predecessor) and for the period from February 27, 2026 to March 31, 2026 (Successor), the period from January 1,

2026 to February 26, 2026 (Predecessor), and the three months ended March 31, 2025 (Predecessor) are unaudited. In the opinion of management, the interim financial data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. The Consolidated Balance Sheet as of December 31, 2025 is derived from the audited consolidated financial statements, however, it does not include all of the information and footnotes required by GAAP for complete financial statements.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 5, 2026 (the "2025 Form 10-K"). The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future interim periods.

Use of Estimates

The preparation of condensed 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 condensed 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. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates and assumptions will be reflected in the consolidated financial statements in future periods.

These estimates include, but are not limited to, revenue recognition, impairment analysis of goodwill, depletion of salt reserves, impairment of long-lived assets and finite-lived intangible assets, fair value of financial instruments, contingent liabilities, and uncertain tax positions.

Revenue Recognition

Revenue recognition

Revenue is recognized at the point in time when control is transferred to the customer. In general, control transfers to a customer when the product is shipped or delivered to the customer based upon applicable shipping terms, as the customer can direct the use and obtain substantially all the remaining benefits from the product at this point in time. The Company’s revenue is reported as net sales and is measured as the determinable transaction price, net of any variable consideration such as discounts, sales incentives, rights to return product, and any taxes collected from customers and remitted to governmental authorities. Refer to Note 3 Revenue for further information.

Cost of Sales

Cost of sales

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

Accounts Receivable, Net and Allowance for Expected Credit Losses

Accounts receivable, net and allowance for expected credit losses

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

Concentration of Credit and Customer Risk

Concentration of credit and customer risk

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

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

The Company can, at times, be subject to a concentration of credit risk with respect to outstanding accounts receivable. The Company’s customers are located throughout the United States through various channels including national retail chains, pharmaceutical companies, food service operators, and independent distributors. Although the Company generally grants credit without collateral, management believes that its contract acceptance, billing and collection policies are adequate to minimize material credit risk. The Company has one major customer which accounted for over 10% of accounts receivable as of March 31, 2026 (Successor) and December 31, 2025 (Predecessor). The Company also has one major customer, which accounts for over 10% of net sales for the period from February 27, 2026 to March 31, 2026 (Successor), the period from January 1, 2026 to February 26, 2026 (Predecessor), and the three months ended March 31, 2025 (Predecessor).

Inventories and Other Inventories

Inventories and other inventories

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

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

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

Property, Plant and Equipment, Net

Property, plant and equipment, net

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

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

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


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

Construction in Process (CIP) represents the accumulated costs of construction and development for assets that are not yet completed and ready for their intended use. CIP is recorded as property, plant and equipment in the condensed consolidated financial statements and is not depreciated until the asset is placed into service. Borrowing costs are recognized, as an expense, in the period in which they are incurred, except to the extent that they are capitalized. Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of that asset when it is probable that they will result in future economic benefits to the entity and that the costs can be measured reliably. The Company capitalized insignificant amounts of interest cost for the period from February 27, 2026 to March 31, 2026 (Successor) and the period from January 1, 2026 to February 26, 2026 (Predecessor), and capitalized interest costs of $0.1 million for the three months ended March 31, 2025 (Predecessor). Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in profit or loss.

Leases

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

identified asset, there is also judgment in evaluating if the Company has the right to direct the use of that asset.

The Company determines whether an arrangement is or contains a lease, its classification, and its term at the lease commencement date. The Company leases office space, warehouses, and equipment under non‑cancelable operating and finance leases. A lease is classified as a finance lease if it transfers ownership, includes a purchase option reasonably certain to be exercised, covers a major portion of the asset’s economic life, has payments that approximate substantially all of the asset’s fair value, or involves an asset of specialized nature. Leases with a term greater than one year will be recognized on the Condensed Consolidated Balance Sheets as right-of-use (ROU) assets, current lease liabilities, and if applicable, long-term lease liabilities. The Company includes renewal options to extend the lease term where it is reasonably certain that it will exercise these options. Lease liabilities and the corresponding ROU assets are recorded based on the present values of lease payments over the lease term. The interest rate implicit in the Company’s leases are not readily determinable. As such, the Company uses its incremental borrowing rate as the discount rate, which approximates the interest rate at which the Company could borrow on a collateralized basis with similar terms and payments and in similar economic environments. The Company’s leases have remaining terms ranging from 1 to 5 years, with some of those leases including options that grant the Company the ability to renew or extend the lease term. When determining the lease term, the Company does not include periods covered by the renewal options unless they are reasonably certain to exercise such renewal options.

Leases with an initial term of 12 months or less are not recorded on the Condensed Consolidated Balance Sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company accounts for lease and non-lease components, principally common area maintenance for its facilities leases, as a single lease component for its facilities leases. Variable lease costs represent additional expenses incurred by the Company that are not included in the lease payment. Variable lease costs include maintenance charges, taxes, insurance, and other similar costs, and are recorded within cost of sales, selling expense, and general and administrative expense on the Condensed Consolidated Statements of Operations for the period from February 27, 2026 to March 31, 2026 (Successor), the period from January 1, 2026 to February 26, 2026 (Predecessor), and the three months ended March 31, 2025 (Predecessor).

Debt Issuance Costs

Debt issuance costs

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

Environmental Cost

Environmental cost

Environmental costs, other than those of a capital nature, are accrued at the time when exposure becomes known, and costs can be reasonably estimated. Costs are accrued based upon management’s estimates of all direct costs. Amounts accrued for environmental matters were not material as of March 31, 2026 (Successor) and December 31, 2025 (Predecessor).

Asset Retirement Obligations

Asset retirement obligations

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

Finite-lived Intangible Assets and Long-lived Assets

Finite-lived intangible assets and long-lived assets

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

The Company reviews long-lived assets including right-of-use assets and finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable.

Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the use and eventual disposition of the asset. If such assets are considered impaired, the impairment recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value.

There were no impairment indicators of long-lived assets or finite-lived intangibles for the period from February 27, 2026 to March 31, 2026 (Successor), the period from January 1, 2026 to February 26, 2026 (Predecessor), and the three months ended March 31, 2025 (Predecessor).

Goodwill

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

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

Foreign Currency Transactions

Foreign currency transactions

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

Segment

The Company operates in one segment based upon the financial information used by its Chief Operating Decision Maker ("CODM") in evaluating the financial performance of its business and allocating resources. The single segment represents the Company’s core business of selling salt products to its customers. See Note 19 Segment Information for further information on the Company’s reportable segment.

Income Taxes

Income taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and deferred tax liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and deferred tax liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and deferred tax liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations. If the Company determines that it would be able to realize the deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

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.

Noncontrolling Interest

Noncontrolling interest includes the share of Holdings' issued Class A Convertible Preferred Units ("Preferred Units"). These Preferred Units have a preference right upon a liquidation or distribution event to have their capital contribution returned first. Only after all Class A Capital Contribution (total cash or property contributed to Holdings from the Class A Members) has been returned can Class B or Class P Members earn any returns. The Company thus allocates its net income or loss using a balance sheet approach referred to as the hypothetical liquidation at book value ("HLBV") method. Under the HLBV method, the amounts reported as noncontrolling interest represent the amounts Holdings' members would hypothetically receive at each balance sheet date under the liquidation provisions of the Second Amended and Restated Limited Liability Company Agreement (the "Second A&R LLC Agreement"), assuming the net assets of the funding structures were liquidated at their recorded amounts determined in accordance with GAAP. The members' interests in Holdings' results of operations are determined as the difference in noncontrolling interest at the start and end of each reporting period, after taking into account any capital transactions between Holdings and its members.

Comprehensive Income

The Company had no other comprehensive income or loss for the periods presented. Accordingly, net income equals comprehensive income.

Unit-based Compensation

Unit-based compensation (Predecessor only)

US Salt Parent Holdings accounted for unit-based compensation by recording expenses using the fair value of Class B unit ("USPH Class B unit") awards at the time of grant. In estimating the fair value of the USPH Class B units granted, US Salt Parent Holdings utilized the option pricing model ("OPM"), in the form of a single stochastic valuation process applying the Black-Scholes Pricing Model ("BSPM"), along with the Monte-Carlo simulation model ("MCSM"). The BSPM and MCSM provided the ability to analyze financial instruments within a complex capital structure and whose values derived from variable significant inputs and assumptions along with future financial outcomes upon future events such as change of control or capital raise (such as an IPO). The application of the valuation method involved inputs and assumptions that were judgmental and highly sensitive.

US Salt Parent Holdings recognized expenses associated with such USPH Class B unit awards over the service period when the grant was service based. The unit-based compensation expense for performance-based USPH Class B units was recognized when management determined that it was probable that the performance criteria is met and if and only if participant had been continuously employed by or continuously providing services to US Salt Parent Holdings from the vesting start date through the date of which the performance criteria is met. US Salt Parent Holdings' accounting policy was to recognize forfeitures as they occurred. US Salt Parent Holdings may have made cash payments to repurchase vested USPH Class B units and forfeited the unvested USPH Class B units due to termination or departure of an employee or member of the Board of Directors. Upon the repurchase, US Salt Parent Holdings recorded the repurchase price (which under the terms of the grant agreements will be at fair value) as a reduction of equity, and the previously recognized compensation expenses for unvested USPH Class B units were reversed.

Subscription Note Receivable

Subscription note receivable (Predecessor only)

US Salt Parent Holdings was able to issue Class A units ("USPH Class A units") to employees and receive subscription notes receivable. The subscription notes receivable was repaid through cash upon receipt of annual bonus. The notes were able to be voluntarily prepaid at any time without penalty. In addition, the notes required mandatory prepayment, without premium or penalty, upon the purchaser’s receipt of any cash proceeds related to the securities, including cash distributions (other than tax distributions) or transfers of such securities, in an amount equal to the proceeds received. Subscription notes receivable were classified as a deduction from Members' equity within the Condensed Statement of Changes in Members’ Equity.

Noncontrolling Parent Interest

Noncontrolling parent interest (Predecessor only)

Emerald Lake Capital LP together with Emerald Fund, Blocker Seller, and Emerald Lake Pearl Holding LLC owned approximately 99.5% of the Class A units of US Salt Parent Holdings through EL US Salt Aggregator, LP ("Aggregator"), which held the 1% noncontrolling parent interest in US Salt Intermediate Holdings, LLC. Net income or loss attributable to the noncontrolling parent interest on the Condensed Consolidated Statements of Operations represented the portion of earnings or losses attributable to the interest in US Salt Parent Holdings' subsidiaries held by Aggregator.

Net Income Per Unit

Net income per unit (Predecessor only)

As of December 31, 2025 (Predecessor), US Salt Parent Holdings had outstanding subscription notes receivable from members when certain USPH Class A units were issued. US Salt Parent Holdings concluded that it 1) could cancel the USPH Class A units if the member defaulted on the subscription notes receivable and (2) intended to exercise this cancellation right. For net income per unit calculation purposes, US Salt Parent Holdings treated the unpaid USPH Class A units that were issued and legally outstanding in the same manner as an option. The unpaid USPH Class A units were issued and legally outstanding and had the same distribution and participation rights as the paid USPH Class A units. Net income per unit for the three months ended March 31, 2025 (Predecessor) was calculated using the two-class method. The two-class method required an allocation of earnings to all securities (USPH Class A units and USPH Class B units) that participated in net income to the extent that each such security was able to share in US Salt Parent Holdings' earnings. Basic net income per unit was calculated by dividing net income attributable to Parent Holdings Class A members by the weighted average number of USPH Class A units.

Diluted net income per unit for the three months ended March 31, 2025 (Predecessor) was calculated by applying the two-class method for participating securities and then incorporating the dilutive effects of other potential USPH Class A units, determined using the treasury stock method, to arrive at the most dilutive net income per unit. The two-class method used net income available to Class A members and assumed conversion of all potential units other than the participating securities. There were no dilutive securities outstanding as of December 31, 2025 (Predecessor).

Besides the above, there have been no changes to the Company’s significant accounting policies described in its 2025 Form 10-K that have had a material impact on its condensed consolidated financial statements.

Recently Adopted Accounting Pronouncements

In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which amends the guidance in ASC 326 to simplify the estimation of credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The amendments allow all entities to elect a practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on these assets. Entities are required to disclose their practical expedient and accounting policy elections. The Company has applied this amendment prospectively starting in 2026. There was no significant impact upon adopting this standard.

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 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 condensed 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 condensed consolidated financial statements or notes as a result of future adoption.

Property, Plant and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2026

Property, Plant and Equipment [Abstract]

Schedule Property, Plant and Equipment, Net

Property, plant and equipment, net are as follows:


	Successor			Predecessor
	March 31, 2026			December 31, 2025
	(in millions)			(in millions)
Land	$	6.7		$	2.0
Buildings and improvements		17.6			20.1
Machinery and equipment		60.8			69.8
Salt reserves		310.0			275.3
Construction in process		2.3			2.2
		397.4			369.4
Accumulated depreciation and depletion		(0.9	)		(48.0	)
Total	$	396.5		$	321.4

Schedule of Depreciation and Depletion Expense Included in Statements of Operations

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


	Successor		Predecessor
	Period from February 27, 2026 to March 31, 2026		Period from January 1, 2026 to February 26, 2026		Three Months Ended March 31, 2025
	(in millions)		(in millions)		(in millions)
Cost of sales	$	0.9	$	2.4	$	3.3
Selling expense		—		—		—
General and administrative expense		—		—		—
Total	$	0.9	$	2.4	$	3.3

Equity Award Activity and Stock-Based Compensation

3 Months Ended

Mar. 31, 2026

Share-Based Payment Arrangement [Abstract]

Equity Award Activity and Stock-Based Compensation

NOTE 15. EQUITY Award activity, UNIT-BASED COMPENSATION (PREDECESSOR), AND STOCK-based compensation (SUCCESSOR)

Unit-Based Compensation (Predecessor)

US Salt Parent Holdings recognized compensation expense in its condensed consolidated financial statements because its employees and members of the Board of Directors provided services to US Salt Parent Holdings and benefited from the USPH Class B units issued to them. The USPH Class B units are issued for no consideration. Refer to Note 14, Equity and Noncontrolling Interest, for more information about the USPH Class B units.

There were no USPH Class B units granted during the period from January 1, 2026 to February 26, 2026 (Predecessor) or the three months ended March 31, 2025 (Predecessor).

The following table summarizes USPH Class B units activity for the period from January 1, 2026 to February 26, 2026 (Predecessor) and the three months ended March 31, 2025 (Predecessor):


	Predecessor
	Period from January 1, 2026 to February 26, 2026
	Number of Units		Weighted Average Exercise Price		Weighted Average Remaining Term
	(in thousands)				(In Years)
Balance as of December 31, 2025		17.0	$	1,000.0		1.75
Granted		—		—
Repurchased		—		—
Forfeited		—		—
Balance as of February 26, 2026		17.0	$	1,000.0		1.59


	Predecessor
	Three months ended March 31, 2025
	Number of Units			Weighted Average Exercise Price		Weighted Average Remaining Term
	(in thousands)					(In Years)
Balance as of December 31, 2024		18.0		$	1,000.0		2.68
Granted		—			—
Repurchased		(0.2	)		1,000.0
Forfeited		(0.8	)		1,000.0
Balance as of March 31, 2025		17.0		$	1,000.0		2.50

Under the valuation methodology theory underlying the option pricing model, the fair value of the USPH Class B units was comprised of intrinsic and extrinsic values. Considering the specific features and attributes of the USPH Class B units, the entire fair value of the units was comprised of the underlying extrinsic value (i.e., the present value of the potential future benefits as of the respective measurement dates) while no value was assigned to the intrinsic value for the period from January 1, 2026 to February 26, 2026 (Predecessor) and the three months ended March 31, 2025 (Predecessor).

Upon consummation of the sale of US Salt Parent Holdings, there is no remaining unrecognized compensation expense for the time-vesting and performance-vesting USPH Class B units other than what was included as part of the consideration transferred. Refer to Note 2, Business Combinations, for further information.

Equity Award Activity (Successor)

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


	Successor
	Period from February 27, 2026 to March 31, 2026
	Options Outstanding						RSUs Outstanding
	Number of Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (In Years)		Number of RSUs
	(in thousands)						(in thousands)
Balance as of February 27, 2026 (Successor)		363.3	$	16.95		0.3		127.5
Granted		—						—
Vested		—						(56.7	)
Forfeited or cancelled		—						—
Balance as of March 31, 2026 (Successor)		363.3	$	16.95		0.1		70.8

As of March 31, 2026, 5,236 thousand shares remained available for grant under the Company’s equity incentive plans.

Equity-Based Compensation Expense

Total equity-based compensation expense included in the Condensed Consolidated Statements of Operations was as follows:


	Successor		Predecessor		Predecessor
	Period from February 27, 2026 to March 31, 2026(1)		Period from January 1, 2026 to February 26, 2026(2)		Three Months Ended March 31, 2025(2)
	(in millions)		(in millions)		(in millions)
Cost of sales	$	—	$	—	$	—
Selling expense		—		—		—
General and administrative		0.1		0.1		0.1
Transaction expenses		0.4		—		—
Total equity-based compensation	$	0.5	$	0.1	$	0.1

(1)

Successor information is stock-based compensation.

(2)

Predecessor information is member-unit based compensation.

The Company will recognize the remaining $0.4 million of unrecognized stock-based compensation expense related to outstanding RSUs over a weighted-average period of approximately 1 year.

Class P Unit Grants (Successor)

On March 6, 2025, the Board approved, and the Company entered into, an employment agreement for Mr. Rishi Bajaj to serve as the Chief Executive Officer ("CEO"), including a revised compensation package (the "Employment Agreement"), effective March 6, 2025 (the "Effective Date"). On the Effective Date, Mr. Bajaj was awarded 1,423 thousand Class P Units, consisting of 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 Company stock price targets, up to a maximum of 1,898 thousand Class P Units (the "Initial Grant").

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 "Transaction Grant") to RB Strategic Holdings LP – Easter Series, an entity controlled by Mr. Bajaj. The Transaction Grant 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 Transaction Grant 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 ("Transaction Grant Date").

The Transaction Grant 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.

A Monte Carlo simulation model under the option pricing method was used to estimate the fair value of the Transaction Grant 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 Transaction Grant was $0.3 million.

The valuation assumptions utilized for the Transaction Grant 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 Transaction Grant 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. On February 27, 2026, upon the consummation of the US Salt Acquisition, the performance condition was achieved and thus the Company recognized an expense of $0.3 million related to the vesting of the Transaction Grant. However, because the market condition has not been met, it remains outstanding and will continue to vest.

Similarly, because the Company's Board terminated Mr. Bajaj without Cause, the Initial Grant remains outstanding and will continue to vest in accordance with the terms of the Employment Agreement. However, all stock-based compensation expense related to the Initial Grant was accelerated and expensed on Mr. Bajaj's termination date in December 2025.

Changes in the Initial Grant and the Transaction Grant for the period from February 27, 2026 to ended March 31, 2026 (Successor), were as follows (in thousands, except per share amounts):


	Initial Grant				Transaction Grant
	Number of Units		Weighted Average Grant Date Fair Value		Number of Units		Weighted Average Grant Date Fair Value
Nonvested at February 27, 2026 (Successor)		1,898	$	2.39		600	$	0.56
Vested		—		—		—		—
Forfeited		—		—		—		—
Nonvested at March 31, 2026 (Successor)		1,898	$	2.39		600	$	0.56

Net Income Per Share (Successor) and Per Unit (Predecessor) (Tables)

3 Months Ended

Mar. 31, 2026

Earnings Per Share [Abstract]

Computation of Basic and Diluted Net Loss Per Share

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


	Successor		Predecessor
	Period from February 27, 2026 to March 31, 2026		Period from January 1, 2026 to February 26, 2026		Three Months Ended March 31, 2025
	($ in millions, shares in thousands, except per share data)		($ in millions, shares in thousands, except per share data)		($ in millions, shares in thousands, except per share data)
Numerator:
Net income attributable to Parent Holdings Class A unitholders (Predecessor)			$	1.7	$	2.9
Net income attributable to common stockholders (Successor)	$	15.3
Denominator:
Basic and diluted weighted average USPH Class A units outstanding (Predecessor)				190.9		191.0
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (Successor)		45,676
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (Successor)		45,749
Net income per unit attributable to USPH Class A unit, basic and diluted (Predecessor)			$	8.91	$	15.18
Net income per share attributable to common stockholders, basic (Successor)	$	0.33
Net income per share attributable to common stockholders, diluted (Successor)	$	0.33

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

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


	Successor
	March 31, 2026
	(in thousands)
Common stock options outstanding		363
Total		363

Equity Award Activity and Stock Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Millions	1 Months Ended	2 Months Ended	3 Months Ended
	Mar. 31, 2026	Feb. 26, 2026	Mar. 31, 2025
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity-based compensation	$ 0.5	$ 0.1	$ 0.1
Cost of sales
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity-based compensation	0.0	0.0	0.0
Selling expense
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity-based compensation	0.0	0.0	0.0
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity-based compensation	0.1	0.1	0.1
Transaction expenses
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total equity-based compensation	$ 0.4	$ 0.0	$ 0.0

- 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

Redeemable Non-controlling Interest - Summary of Noncontrolling Interest Component of the Company's Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Millions	1 Months Ended	2 Months Ended	3 Months Ended
	Mar. 31, 2026	Feb. 26, 2026	Mar. 31, 2025
Income Amounts Attributable to Noncontrolling Interest, Disclosures [Abstract]
Net (income) attributable to redeemable non-controlling interest	$ 0	$ 0	$ 0

Inventories

3 Months Ended

Mar. 31, 2026

Inventory Disclosure [Abstract]

Inventories

NOTE 6: INVENTORIES

Inventories are as follows:


	Successor		Predecessor
	March 31, 2026		December 31, 2025
	(in millions)		(in millions)
Finished Goods	$	3.6	$	2.4
Packaging and supplies		5.9		5.5
Maintenance materials		3.0		3.0
Total	$	12.5	$	10.9

Maintenance materials exclude certain materials of $5.2 million as of both March 31, 2026 (Successor) and December 31, 2025 (Predecessor) that are not expected to be consumed within the next twelve months. These amounts are classified under other inventories in the Condensed Consolidated Balance Sheets. Finished goods are shown at net realizable amount which includes write downs for obsolescence of an insignificant amount and $0.3 million as of March 31,

2026 (Successor) and December 31, 2025 (Predecessor), respectively.

Business Combinations

3 Months Ended

Mar. 31, 2026

Business Combination [Abstract]

Business Combinations

NOTE 2. Business Combinations

As set forth in Note 1 – Overview, Basis of Presentation and Significant Accounting Policies, pursuant to the Purchase Agreement entered into on December 8, 2025, the Company, together with Holdings, completed the US Salt Acquisition on February 26, 2026, resulting in the acquisition of 100% of the issued and outstanding equity units of US Salt (the "Business Combination"). US Salt is a leading provider in the evaporated salt market, specializing in the extraction, refinement, and packaging of specialty salts. Its products serve diverse sectors, including retail grocery, pharmaceuticals, industrial applications, and food service.

As a result of the US Salt Acquisition, the Company’s financial statement presentation distinguishes US Salt as the "Predecessor" through the Closing Date. The Company, which consolidated US Salt subsequent to the Business Combination, is the "Successor" for periods after the Closing Date. As a result of the application of the acquisition method of accounting in the Successor period, the financial statements for the Successor period present US Salt on a full step-up basis as a result of the Business Combination, and are therefore not comparable to the financial statements of the Predecessor period that are not presented on the same full step-up basis.

During the period from February 27, 2026 to March 31, 2026 (Successor) and the period from January 1, 2026 to February 26, 2026 (Predecessor), the Company incurred $20.7 million and $0.1 million, respectively, of transaction costs related to the acquisition of US Salt. These expenses are included in transaction expenses on the Company's Condensed Consolidated Statements of Operations for each respective period.

The fair value of the total consideration transferred was determined as follows:


	Fair Value Consideration Transferred
	(in millions)
Payments made to the Seller Parties
Cash consideration	$	386.8
Repayment of US Salt debt		209.7
Total cash consideration		596.5
Rollover equity(1)		325.2
Total equity consideration		325.2
Total consideration	$	921.7

(1)

Refers to Transactions (f) and (g) in Note 1 Overview, Basis of Presentation, and Significant Accounting Policies.

The equity consideration was calculated based on the number of shares issued at $8.00 per share and determined as follows:


	Fair Value Equity Consideration
	($ in millions, shares in thousands)
ContextLogic common shares issued to consummate the US Salt Acquisition		15,480.4
Holdings preferred units issued to consummate the US Salt Acquisition		25,175.6
Total shares issued		40,656.0
Price per share issued	$	8.00
Fair value of the equity consideration	$	325.2

The Company has applied the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, and recognized assets acquired and liabilities assumed at their fair values as of the Closing Date, with the excess consideration transferred recorded to goodwill. The Company is continuing to obtain information to complete its valuation of certain assets and liabilities. Preliminary estimates have been recorded and additional adjustments may be recorded to the fair value of intangible assets, property, plant and equipment, goodwill and deferred income taxes among other items during the measurement period, a period not to exceed 12 months from the Closing Date.

The following table summarizes the preliminary acquisition date fair value of tangible and intangible assets acquired, net of liabilities assumed as part of the US Salt Acquisition:


	Fair Value
	(in millions)
Cash and cash equivalents	$	11.3
Prepaid expenses and other current assets		0.9
Accounts receivable		13.4
Inventory		12.7
Property, plant and equipment		396.7
Intangible assets		388.0
Right-of-use asset		1.5
Other noncurrent assets		5.2
Total assets		829.7
Accrued liabilities		4.2
Accounts payable		6.8
Current portion of lease liability		0.7
Current maturities of long-term debt		0.3
Deferred tax liability		43.2
Long-term debt, net of current maturities		—
Lease liabilities, non-current		0.8
Net assets acquired		773.7
Goodwill		148.0
Total net assets acquired	$	921.7

The details on the methodology and significant inputs used for fair value of valuation are outlined below.

Goodwill

Preliminary allocation of consideration transferred resulted in $148.0 million in goodwill. The goodwill is amortizable for tax purposes. The factors contributing to the recognition of the amount of goodwill are based on several strategic and synergistic benefits that are expected to be realized from the acquisition.

Inventory

The fair value of inventory was determined by the market selling price of the inventory, less the remaining manufacturing and selling costs and a normal profit margin on those manufacturing and selling efforts. The fair value of inventory has been stepped up by $1.1 million. This amount has been fully amortized to cost of sales to align with US Salt’s historical inventory turnover.

Property, Plant and Equipment

The fair value of property, plant and equipment of $396.7 million, of which of $310.0 million was salt reserves, was determined using cost and market approaches. The cost approach reflects the amount that would be required to replace the asset to service capacity. This approach was used where there was historical data available. Where there was no historical data available the market approach was used which reflects recent sales of identical or comparable assets.

Intangible Assets

The fair value of acquired intangible assets was $388.0 million. The fair value of customer relationships was determined using the multi-period excess earnings method. Key assumptions under this method are the revenue growth rate, adjusted EBITDA margin, customer attrition rate, discount rate, tax rate and contributory asset charges. The fair value of trade names were determined using the relief from royalty method. Key assumptions under this method are future cash flow estimates, royalty rate and discount rate. The fair value of permits were determined using the income approach method. Key assumptions under this method are future economic benefits and discount rate.


	Estimated Useful Life	Estimated Asset Fair Value
	(in years)	(in millions)
Trade names and trademark	15	$	28.0
Permits	10		100.0
Customer relationships	15		260.0
Identifiable intangible assets, net		$	388.0

Debt

ContextLogic paid off the outstanding debt and related fees and balances of US Salt on the Closing Date amounting to $209.7 million.

Pro Forma Financial Information

The following unaudited pro forma information presents the net sales and earnings as if the US Salt Acquisition occurred on January 1, 2025. As a result, the unaudited pro forma financial information does not require predecessor and successor periods because the transaction, the related combination of the Company and US Salt, and the new basis applied in accordance with acquisition accounting is reflected for the entirety of the two periods presented.


	Three Months Ended March 31,
	2025			2026
	(in millions)			(in millions)
Pro forma net sales	$	32.3		$	32.4
Pro forma net (income) loss		(13.1	)		7.8
Pro forma net (income) attributable to controlling interest		(13.1	)		7.8
Pro forma net loss attributable to noncontrolling interest		—			—

The unaudited pro forma financial information for the three months ended March 31, 2025 and 2026 include adjustments to reflect the increased tangible asset depreciation, intangible asset amortization, and interest expense related to the new debt assumed. There were no recurring direct transaction costs incurred in connection with the US Salt Acquisition.

The unaudited pro forma financial information does not assume any impacts from net sales, cost or other operating synergies that could be generated as a result of the US Salt Acquisition. The unaudited pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved had the US Salt Acquisition been consummated on January 1, 2025. The unaudited pro forma results may not necessarily reflect the actual results of operations that would have been achieved nor are they necessarily indicative of future results of operations.

- Definition

The entire disclosure for business combination.

+ References

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+ Details

Leases - Schedule of Elements of Lease Costs (Details) - USD ($) $ in Millions	1 Months Ended	2 Months Ended	3 Months Ended
	Mar. 31, 2026	Feb. 26, 2026	Mar. 31, 2025
Operating lease expense:
Operating lease expense	$ 0.1	$ 0.2	$ 0.2
Short term lease expense	0.0	0.0	0.2
Variable lease expense	0.1	0.2	0.2
Total lease expense	$ 0.2	$ 0.4	$ 0.6

Business Combinations - Summary of Unaudited Proforma Information (Details) - US Salt Holdings, LLC - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Business Combination, Pro Forma Information [Line Items]
Pro forma net sales	$ 32.4	$ 32.3
Pro forma net (income) loss	7.8	(13.1)
Pro forma net (income) attributable to controlling interest	7.8	(13.1)
Pro forma net loss attributable to noncontrolling interest	$ 0.0	$ 0.0

- 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

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Millions	Mar. 31, 2026	Dec. 31, 2025
Current assets:
Cash and cash equivalents	$ 12.0	$ 10.8
Accounts receivable, net	13.5	12.1
Inventories	12.5	10.9
Prepaid expenses and other current assets	2.3	1.0
Total current assets	40.3	34.8
Property, plant and equipment, net	396.5	321.4
Goodwill	148.0	28.1
Intangibles, net	385.6	16.8
Operating lease right-of-use assets	1.0	1.1
Finance lease right-of-use assets	0.4	0.4
Other inventories	5.2	5.2
Total assets	977.0	407.8
Current liabilities:
Accounts payable	9.5	8.4
Accrued liabilities	12.1	6.4
Current maturities of long- term debt	1.6	2.3
Current portion of operating lease liability	0.7	0.7
Current portion of finance lease liability	0.1	0.1
Other current liabilities	0.1
Total current liabilities	24.1	17.9
Long-term debt, net of current maturities	209.8	203.1
Long- term portion of operating lease liability	0.4	0.5
Long- term portion of finance lease liability	0.3	0.3
Asset retirement obligations	0.8	0.8
Total liabilities	235.4	222.6
Commitments and contingencies (Note 13)
Members' equity (Predecessor)
Subscription note receivable		(0.1)
Retained earnings		1.0
Noncontrolling parent interest		1.8
Total Members Equity		185.2
Stockholders' equity (Successor)
Preferred stock, $0.0001 par value: 100,000 shares authorized as of March 31, 2026; No shares issued and outstanding as of March 31, 2026
Common stock, $0.0001 par value: 3,000,000 shares authorized as of March 31, 2026; 45,731 shares issued and outstanding as of March 31, 2026	0.0
Additional paid-in capital	3,635.4
Accumulated deficit	(3,337.5)
Total stockholders' equity	297.9
Noncontrolling interest (Note 14)	443.7
Total members' equity and stockholders' equity	741.6	185.2
Total liabilities, members' equity, and stockholders' equity	$ 977.0	407.8
Class A
Members' equity (Predecessor)
Members capital		181.0
Class B
Members' equity (Predecessor)
Members capital		$ 1.5

Related Party Transaction (Predecessor) - Schedule of Activities of USPH Class A Units and Subscription Notes Receivable (Details) - US Salt Parent Holdings LLC - USD ($) $ in Millions	2 Months Ended	3 Months Ended
	Feb. 26, 2026	Mar. 31, 2025
USPH Class A Units
Related Party Transaction [Line Items]
Beginning Balance, Units	900	900
Beginning balance	$ 1.0	$ 1.0
Ending Balance, Units	900	900
Ending balance	$ 1.0	$ 1.0
Subscription Receivable
Related Party Transaction [Line Items]
Beginning balance	0.1	0.2
Repayment	(0.1)	(0.1)
Ending balance	$ 0.0	$ 0.1

- 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 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

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+ Details

Net Income Per Share (Successor) And Per Unit (Predecessor) - Summary of Outstanding Shares of Potentially Dilutive Securities Excluded from Computation of Diluted Net Income Per Share (Details) - shares	3 Months Ended	12 Months Ended
	Mar. 31, 2026	Dec. 31, 2025
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive securities excluded from computation of earnings per share	363,000	0
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	363,000

Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2026

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets and Related Accumulated Amortization

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


	Successor
	March 31, 2026
	Gross Carrying Amount		Accumulated Amortization			Amount
	(in millions)
Tradename	$	28.0	$	(0.2	)	$	27.8
Customer relationships		260.0		(1.4	)		258.6
Permits		100.0		(0.8	)		99.2
Total	$	388.0	$	(2.4	)	$	385.6


	Predecessor
	December 31, 2025
	Gross Carrying Amount		Accumulated Amortization			Amount
	(in millions)
Tradename	$	21.8	$	(6.7	)	$	15.1
Customer relationships		2.4		(0.7	)		1.7
Total	$	24.2	$	(7.4	)	$	16.8

Net Income Per Share (Successor) and Per Unit (Predecessor) - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	2 Months Ended	3 Months Ended
	Mar. 31, 2026	Feb. 26, 2026	Mar. 31, 2025
Numerator:
Net loss attributable to common stockholders	$ 15.3	$ 1.7	$ 2.9
Denominator:
Weighted-average shares used in computing net income per share attributable to common stockholders, basic	45,676,000	190,900	191,000
Weighted-average shares used in computing net income per share attributable to common stockholders, diluted	45,749,000	190,900	191,000
Net loss per share attributable to common stockholders, basic	$ 0.33	$ 8.91	$ 15.18
Net loss per share attributable to common stockholders, diluted	$ 0.33	$ 8.91	$ 15.18

- 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.

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- Definition

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

+ References

+ Details

Leases (Tables)

3 Months Ended

Mar. 31, 2026

Leases [Abstract]

Schedule of Elements of Lease Costs

The elements of the lease costs were as follows:


	Successor		Predecessor
	Period from February 27, 2026 to March 31, 2026		Period from January 1, 2026 to February 26, 2026		Three Months Ended March 31, 2025
	(in millions)		(in millions)		(in millions)
Operating lease expense:
Operating lease expense	$	0.1	$	0.2	$	0.2

Short term lease expense	$	—	$	—	$	0.2
Variable lease expense		0.1		0.2		0.2
Total lease expense	$	0.2	$	0.4	$	0.6

Schedule of Lease Term and Discount Rate Information

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


	Successor			Predecessor
	March 31, 2026			December 31, 2025
Weighted-average remaining lease term (in years)
Operating leases		1.95			2.05
Finance leases		3.64			3.84

Weighted-average discount rate
Operating leases		7.54	%		9.81	%
Finance leases		7.36	%		10.53	%

Schedule of Supplemental Cash Flow Information

Supplemental cash flow information related to leases was as follows:


	Successor		Predecessor
	Period from February 27, 2026 to March 31, 2026		Period from January 1, 2026 to February 26, 2026		Three Months Ended March 31, 2025
	(in millions)		(in millions)		(in millions)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance lease (interest payments)	$	—	$	—	$	—
Operating cash flows from operating leases		0.1		0.2		0.2
Financing cash flows from finance lease		—		—		—
Right-of-use assets obtained in exchange for lease liabilities
Operating leases	$	—	$	—	$	0.3
Finance leases		—		—		0.1

Schedule of Future Maturities of Lease Liabilities

Future maturities of lease liabilities are as follows:


	Successor
	March 31, 2026
	Operating Leases			Finance Leases
Year ending December 31,	(in millions)
2026	$	0.6		$	0.1
2027		0.4			0.2
2028		0.1			0.1
2029		0.1			0.1
2030		—			—
Thereafter		—			—
Total future undiscounted lease payments		1.2			0.5
Imputed interest		(0.1	)		(0.1	)
Present value of lease payments		1.1			0.4
Current portion		(0.7	)		(0.1	)
Long-term portion of lease payments	$	0.4		$	0.3

Accounts Receivable - Schedule of Roll Forward of Allowance for Expected Credit Losses (Details) - USD ($) $ in Millions	1 Months Ended	2 Months Ended	3 Months Ended
	Mar. 31, 2026	Feb. 26, 2026	Mar. 31, 2025
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 0.1	$ 0.1	$ 0.4
Add: bad debt expenses	0.0	0.0	0.0
Less: write-offs	0.0	0.0	0.0
Ending balance	$ 0.1	$ 0.1	$ 0.4

Balance Sheet Components - Schedule of Prepaid Expenses (Details) - USD ($) $ in Millions	Mar. 31, 2026	Dec. 31, 2025
Balance Sheet Related Disclosures [Abstract]
Prepaid insurance	$ 1.3	$ 0.7
Other prepaid expenses and assets	0.9	0.3
Other current assets	0.1	0.0
Total	$ 2.3	$ 1.0

Overview, Basis of Presentation and Significant Accounting Policies

3 Months Ended

Mar. 31, 2026

Accounting Policies [Abstract]

Overview, Basis of Presentation and Significant Accounting Policies

NOTE 1. OVERVIEW, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

ContextLogic Holdings Inc. is an OTC traded business ownership platform designed from first principles to combine the structural advantages of permanent public capital with the operating discipline, alignment, and long-term orientation typically associated with private ownership. ContextLogic's mission is to build a portfolio of high-quality, niche, and competitively advantaged businesses that generate sustainable, growing free cash flow that can be reinvested over long time horizons.

The US Salt Acquisition

Purchase Agreement

ContextLogic entered into a Purchase Agreement on December 8, 2025 (as amended, the "Purchase Agreement") with ContextLogic LLC, a Delaware limited liability company and wholly owned subsidiary, ("CLI LLC"), ContextLogic Holdings, LLC, a Delaware limited liability company and majority owned subsidiary ("Holdings"), (and together with ContextLogic and CLI LLC, the "Buyer Parties"), 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") and Abrams Capital Partners II, a Delaware limited partnership ("ACP II", together with ACP I, "Abrams Capital"), 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"), US Salt, 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"), and, solely for the purposes of Section 7.16 to the Purchase Agreement and, as it relates thereto, Article XV of the Purchase Agreement, BCP Special Opportunities Fund III Originations LP, a Delaware limited partnership ("BCP"). Capitalized terms used in this section discussing the Purchase Agreement, but not herein defined shall have the respective meanings set forth in the Purchase Agreement.

Holdings acquired US Salt for an aggregate purchase price of approximately $921.7 million subject to customary adjustments, including for cash and net working capital, which was comprised of approximately $596.5 million in cash consideration (including, among other sources, the use of approximately $211.4 million in net borrowing proceeds from the Initial Term Loans and approximately $115.0 million in proceeds from the Rights Offering and Backstop Agreements) and approximately $325.2 million in equity rollover consideration. At the closing, $2.8 million in cash was placed into the Escrow Fund to satisfy the escrow obligations set forth under the Purchase Agreement and the Escrow Agreement.

Transactions

The transactions contemplated by the Purchase Agreement, and executed in the Closing, are as follows:


	(a)	On February 26, 2026 (the "Closing Date") and prior to the Closing, certain of the Seller Parties and their Affiliates consummated the Pre-Closing Reorganization (as defined in the Purchase Agreement);

	(b)	Prior to the Closing, certain Buyer Parties and their Affiliates consummated the Buyer Pre-Closing Reorganization (as defined in the Purchase Agreement);

	(c)	Following the Pre-Closing Reorganization, (i) Blocker contributed all of the US Salt Units (defined below) then held by it to Holdings in exchange for Class B-1 Common Units of Holdings, and Holdings accepted such contribution and issued Class B-1 Common Units to Blocker in exchange therefor; and (ii) the Company contributed all of the US Salt Units then held by it to Holdings in exchange for Class B-1 Common Units of Holdings, and Holdings accepted such contribution and issued Class B-1 Common Units to the Company in exchange therefor (the transactions described in the foregoing clauses (i)-(ii), the "Internal Contribution and Exchange");


	(d)	Blocker Seller sold to the Company, and the Company purchased from Blocker Seller, all of Blocker Seller’s remaining membership interests in Blocker for cash consideration, on the terms and subject to the conditions set forth in the Purchase Agreement (the "Blocker Sale");

	(e)	As of immediately prior to the Parent Contribution and Exchange, (i) US Salt was collectively owned 100% by Emerald GP, Blocker, Emerald Fund, the Abrams Investors and the Management Investors, and (ii) Blocker was wholly-owned by Blocker Seller;

	(f)	(i) Blocker Seller contributed a portion of its membership interests in Blocker to the Company in exchange for shares of ContextLogic common stock, and the Company accepted such contribution and issued shares of ContextLogic common stock to Blocker Seller in exchange therefor; (ii) Emerald GP and Emerald Fund contributed a portion of their respective Class A Units and Class B Units of US Salt Parent Holdings, LLC (together, the "US Salt Units") to the Company in exchange for shares of ContextLogic common stock, and the Company accepted such contribution and issued shares of ContextLogic common stock to Emerald GP and Emerald Fund in exchange therefor; and (iii) each of the Abrams Investors contributed a portion of its US Salt Units to the Company in exchange for shares of ContextLogic common stock, and the Company accepted such contribution and issued shares of ContextLogic common stock to each of the Abrams Investors in exchange therefor, in each case, on the terms and subject to the conditions set forth in the Purchase Agreement (the transactions described in the foregoing clauses (i)-(iii), the "Parent Contribution and Exchange");

	(g)	Immediately following the consummation of the Parent Contribution and Exchange, (i) certain Management Investors contributed a portion of their US Salt Units to Holdings in exchange for the Preferred Units, and Holdings accepted such contribution and issued Preferred Units to such Management Investors in exchange therefor; (ii) Emerald GP contributed a portion of the US Salt Units then held by it to Holdings in exchange for Preferred Units of Holdings, and Holdings accepted such contribution and issued Preferred Units to Emerald GP in exchange therefor; (iii) the Abrams Investors (together with the Management Investors identified on Schedule 1.03 to the Purchase Agreement and Emerald GP, the "Rollover Sellers") contributed a portion of the US Salt Units then held by them to Holdings in exchange for Preferred Units of Holdings, and Holdings accepted such contribution and issued Preferred Units to the Abrams Investors in exchange therefor, in each case, on the terms and subject to the conditions set forth in the Purchase Agreement (the transactions described in the foregoing clauses (i)-(iii), the "Buyer Rollover"); and

	(h)	Immediately following the consummation of the Buyer Rollover, Emerald GP, Emerald Fund, each of the Abrams Investors, and each of the Management Investors (collectively, the "Cash Sellers") sold to Holdings, and Holdings purchased from each such Person, all of the US Salt Units then held by such Person for cash consideration, on the terms and subject to the conditions set forth in the Purchase Agreement (the "US Salt Sale" and, together with the Parent Contribution and Exchange, the Blocker Sale, the Internal Contribution and Exchange and the Buyer Rollover, collectively, the "Transactions").

Upon consummation of the Transactions, the Company acquired US Salt and its subsidiaries, including US Salt’s salt production and manufacturing business, and the Company holds substantially all of the assets and business of US Salt.

Consideration

Pursuant to the Purchase Agreement, at Closing, Holdings and/or the Company delivered the following:

(a)

immediately available funds to Blocker Seller, representing the cash payments to be made in the Blocker Sale;

(b)

immediately available funds to the Sellers Representative (on behalf of the Cash Sellers (other than Blocker Seller)), representing the cash payments to be made in the US Salt Sale;

(c)

the Adjustment Escrow Amount (defined below) in an amount of $2.8 million to the Escrow Agent (defined below), consisting of immediately available funds and to be held in accordance with the terms of the Escrow Agreement;

(d)

the amount set forth in the payoff letters;

(e)

all Transaction Expenses, in the amounts and to the Persons set forth on the Estimated Closing Statement (or, in the case of any Transaction Expenses that constitute wages payable to employees of US Salt and its Subsidiaries, deposit such amounts with US Salt, LLC, a Delaware limited liability company ("Opco"), for further payment to the Persons entitled thereto no later than Opco’s second regularly scheduled payroll date following the Closing Date); and

(f)

the Expense Fund, in the amount of $0.3 million, to the Sellers Representative.

Pursuant to the Purchase Agreement, at or prior to the Closing, Holdings or ContextLogic delivered payments, including: immediately available funds to Blocker Seller and immediately available funds to the Sellers Representative (on behalf of the Cash Sellers (other than Blocker Seller)); $2.8 million (the "Adjustment Escrow Amount") to the Escrow Agent (defined below); the amount set forth in the payoff letters; all expenses of the transactions, in the amounts and to the persons set forth on the estimated closing statement of the Purchase Agreement.

The Backstop Agreements

Simultaneously with entering into and as contemplated by the Purchase Agreement, Holdings entered into a backstop agreement with BCP (such agreement, the "BCP Backstop Agreement") and ContextLogic entered into backstop agreements with Abrams Capital (the "Abrams Backstop Agreements" and, together with the BCP Backstop Agreement, the "Backstop Agreements"). Under the respective Backstop Agreements, in the event the Rights Offering (as defined below) was not fully subscribed at the expiration of the Rights Offering period, (i) BCP was obligated to purchase the Preferred Units from Holdings at a price of $8.00 per Preferred Unit (the "Per Unit Subscription Price") for an aggregate amount not to exceed $92.0 million (the "BCP Cap") and (ii) each of ACP I and ACP II was obligated to purchase shares of ContextLogic common stock from ContextLogic at a price of $8.00 per share (the "Per Share Subscription Price"), for an aggregate amount not to exceed (a) $1.6 million for ACP I (the "ACP I Cap") and (b) $21.4 million for ACP II (the "ACP II Cap" and, together with the BCP Cap and the ACP I Cap, each a "Cap"). For the avoidance of doubt, in no event will the purchase price under the respective backstops exceed the BCP Cap, ACP I Cap, or ACP II Cap, as applicable.

Subject to the expiration of the Rights Offering period and the terms and conditions of the Rights Offering, which were customary and subject to the prior written approval of each of BCP, ACP I and ACP II:

•

BCP purchased, and Holdings issued and sold to BCP, approximately 11,156 thousand Preferred Units equal to the quotient of (A) (i) the product of 80% multiplied by (ii) the difference between (x) the Rights Offering Amount, minus (y) the dollar amount of proceeds from the Rights Offering actually received by ContextLogic prior to (and that remain available to ContextLogic at) or immediately prior to the closing of the Transactions (such product, the "BCP Purchase Price") divided by (B) the Per Unit Subscription Price, for an amount in cash equal to $89.3 million;

•

ACP I purchased, and ContextLogic issued and sold to ACP I, approximately 190 thousand shares of ContextLogic common stock equal to the quotient of (A) (i) the product of 1.366% multiplied by (ii) the difference between (x) the Rights Offering Amount, minus (y) the dollar amount of proceeds from the Rights Offering actually received by ContextLogic prior to (and that remain available to ContextLogic at) or immediately prior to the closing of the Transactions (such product, the "ACP I Purchase Price") divided by (B) the Per Share Subscription Price, for an amount in cash equal to $1.5 million; and

•

ACP II purchased, and ContextLogic issued and sold to ACP II, approximately 2,599 thousand shares of ContextLogic common stock equal to the quotient of (A) (i) the product of 18.634% multiplied by (ii) the difference between (x) the Rights Offering Amount, minus (y) the dollar amount of proceeds from the Rights Offering actually received by ContextLogic prior to (and that remain available to ContextLogic at) or immediately prior to the closing of the Transactions (such product, the "ACP II Purchase Price") divided by (B) the Per Share Subscription Price, for an amount in cash equal to $20.8 million.

The Financing Arrangements

As contemplated by the Purchase Agreement, on December 8, 2025, Holdings entered into an agreement (the "Debt Commitment Letter") with certain lenders, pursuant to which the lenders committed to fund up to $215.0 million to Holdings in connection with a new senior secured first lien term loan facility (the "Term Facility") and $25.0 million to Holdings in connection with a new senior secured first lien revolving loan facility (the "Revolving Facility" and, together with the Term Facility, the "Facilities" or "Financings") in each case subject to the terms and conditions set forth in the Debt Commitment Letter.

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 $215.0 million (the "Initial Term Loans") and (ii) a revolving credit facility in an initial aggregate principal amount of $25.0 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.

The Company used the proceeds of the Facilities, together with the Backstop Agreements and the Rights Offering to help (i) fund a portion of the US Salt Acquisition, (ii) repay US Salt’s existing indebtedness under its current credit facility, (iii) pay fees and expenses incurred in connection with the US Salt Acquisition, (iv) cash collateralize, backstop or replace letters of credit of US Salt outstanding on the Closing Date, and (v) fund working capital and general corporate purpose needs.

Registration Rights Agreement

Demand Registration

As contemplated by the Purchase Agreement, on the Closing Date, ContextLogic and certain of the Rollover Sellers entered into a Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to which each signatory to the Registration Rights Agreement listed as Lead Investor (a "Lead Investor") shall have the right to make a written request to ContextLogic for registration under the Securities Act of 1933, as amended (the "Securities Act") of the offer and sale to the public of any Registrable Securities pursuant to a Registration Statement (such request, a "Demand Registration Request") of all or part of the Registrable Securities held by such Lead Investor which would reasonably be expected to result in gross proceeds of at least $15.0 million and ContextLogic will agree to file a Registration Statement with the SEC within thirty (30) days of receipt of the Demand Registration Request (or, if such 30-day period falls in a Company Blackout Period (as defined below), within five (5) Business Days from the end of such Company Blackout Period) and use its reasonable best efforts to cause such Registration Statement to be promptly declared effective under the Securities Act. No more than two (2) Business Days after receiving a Demand Registration Request, ContextLogic shall deliver a written notice (a "Demand Notice") of such Demand Registration Request to all the Lead Investors and each signatory to the Registration Rights Agreement listed as other investors who then hold Registrable Securities under the Registration Rights Agreement (collectively, the "Holders"), offering them the opportunity to include their Registrable Securities in the Demand Registration. Subject to Section 3.1.7 of the Registration Rights Agreement, ContextLogic shall include in the Demand Registration all such Registrable Securities with respect to which ContextLogic has received written requests for inclusion therein within three (3) Business Days after the date that the Demand Notice was delivered. ContextLogic shall use its reasonable best efforts to cause the Demand Registration Statement to become effective and remain effective for not less than one hundred eighty (180) days, subject to certain conditions in the Registration Rights Agreement.

Shelf Registration

Additionally, pursuant to the Registration Rights Agreement, upon the written request of any of the Lead Investors (such request, a "Shelf Registration Request"), ContextLogic will be required to promptly file a shelf Registration Statement (as defined in the Registration Rights Agreement) with the SEC pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by any Holders thereof and shall use reasonable best efforts to cause such Shelf Registration Statement to promptly become effective under the Securities Act (such Registration pursuant to a Shelf

Registration Request, a "Shelf Registration"). No more than two (2) Business Days after receiving a Shelf Registration Request, ContextLogic shall deliver a written notice (a "Shelf Registration Notice") of any such request to all other Holders, which shall specify, if applicable, the amount of Registrable Securities to be registered and shall offer each such Holder the opportunity to include their Registrable Securities in the Shelf Registration. ContextLogic shall include in such Shelf Registration all such Registrable Securities with respect to which ContextLogic has received written requests for inclusion therein within three (3) Business Days (or such shorter period as may be reasonably requested in connection with an underwritten "block trade") after the date that the Shelf Registration Notice has been delivered. ContextLogic shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the Prospectus (as defined below) forming part of the Shelf Registration Statement to be usable by Holders until the earlier of: (i) the date as of which all Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder); and (ii) the date as of which no Holder holds Registrable Securities.

Shelf Takedown

At any time ContextLogic has an effective Shelf Registration Statement with respect to a Holder’s Registrable Securities, any of the Lead Investors may make a written request (a "Shelf Takedown Request") to ContextLogic to effect a Public Offering (as defined in the Registration Rights Agreement), including an Underwritten Shelf Takedown (as defined in the Registration Rights Agreement), of all or a portion of such Holder’s Registrable Securities that may be registered. No more than two (2) Business Days after receiving a Shelf Takedown Request (or such shorter period as may be reasonably requested in connection with an underwritten "block trade") for any Underwritten Shelf Takedown, ContextLogic shall deliver a notice (a "Shelf Takedown Notice") to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a "Potential Takedown Participant"). The Shelf Takedown Notice shall offer each such Potential Takedown Participant the opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities as each such Potential Takedown Participant may request in writing. ContextLogic shall include in the Underwritten Shelf Takedown all such Registrable Securities with respect to which ContextLogic has received written requests for inclusion therein within three (3) Business Days (or such shorter period as may be reasonably requested in connection with an underwritten "block trade") after the date that the Shelf Takedown Notice has been delivered.

Piggyback Registration

If ContextLogic at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering (as defined below) with respect to any offering of its equity securities subject to certain exceptions, then, no less than ten (10) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date, ContextLogic shall give written notice (a "Piggyback Notice") of such proposed filing or Public Offering to all Holders, and such Piggyback Notice shall offer the Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing. Subject to Section 3.3.2 of the Registration Rights Agreement, ContextLogic shall include in such Registration Statement or Public Offering all such Registrable Securities that are requested to be included therein within five (5) Business Days after the receipt by such Holder of any such notice, subject to certain exceptions as discussed in more detail in the Registration Rights Agreement.

For purposes of the foregoing description of the Registration Rights Agreement and as defined in the Registration Rights Agreement:

•

"Business Day" means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York.

•

"Company Blackout Period" means the period starting two weeks prior to the end of any fiscal quarter and ending on the second (2nd) Business Day after earnings are publicly reported for such period.

•

"Issuer Free Writing Prospectus" means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of the Registrable Securities.

•

"Prospectus" means (i) the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective amendments and supplements, and all other material incorporated by reference in such prospectus, and (ii) any Issuer Free Writing Prospectus.

•

"Public Offering" means the offer and sale of Registrable Securities for cash pursuant to an effective Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor form).

•

"Registrable Securities" means (i) all shares of ContextLogic common stock, (ii) all shares of ContextLogic common stock issuable upon exercise, conversion or exchange of any option, warrant or convertible security of any Person (as defined in the Registration Rights Agreement) that is not then subject to vesting or forfeiture to ContextLogic and (iii) all shares of ContextLogic common stock directly or indirectly issued or then issuable with respect to the securities referred to in clauses (i) or (ii) above by way of a stock dividend or stock split, or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, in any such case under clauses (i), (ii) or (iii) above, whether owned on the date hereof or hereafter acquired; provided, however, that shares of ContextLogic common stock that are then subject to forfeiture to ContextLogic shall not be deemed "Registrable Securities" for purposes of Section 3.1, 3.2.4 or 3.3 of the Registration Rights Agreement. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (w) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement, (x) such securities shall have been Transferred (as defined in the Registration Rights Agreement) pursuant to Rule 144, (y) such Holder is able to immediately sell such securities under Rule 144 without any restrictions on transfer (including without application of paragraphs (c), (d), (e), (f) and (h) of Rule 144), or (z) such securities shall have ceased to be outstanding.

•

"Registration Statement" means any registration statement of ContextLogic filed with, or to be filed with, the SEC under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement other than a registration statement (and related Prospectus) filed on Form S-4 or Form S-8, or any successor form to either of the foregoing.

Voting Agreement

As contemplated by the Purchase Agreement, on the Closing Date, each of the Abrams Investors and BCP (together, the "Voting Entities"), entered into a voting agreement (the "Voting Agreement"). Pursuant to the Voting Agreement, each of the Voting Entities agreed, among other matters, to vote their shares of ContextLogic common stock: (i) to cause the board of directors of ContextLogic to be comprised of seven (7) directors at all times; (ii) for the election of two (2) individuals designated by the Abrams Investors to serve as directors on the Board (the "Abrams Nominees"), subject to certain conditions; (iii) for the election of two (2) individuals designated by BCP to serve as directors on the Board (the "BCP Nominees"), subject to certain conditions; (iv) for the election of any three (3) individuals, as each party may determine in its respective sole discretion, who qualify as independent directors to serve as directors on the Board; and (v) against any action, proposal, transaction or agreement that would or would reasonably be expected to result in the removal of any Abrams Nominee from the Board without the prior written consent of the Abrams Investors or any BCP Nominee from the Board without the prior written consent of BCP.

Escrow Agreement

As contemplated by the Purchase Agreement, on the Closing Date, Wilmington Trust, NA, a national banking association (the "Escrow Agent"), the Sellers Representative, and Holdings entered into an Escrow Agreement which sets forth the terms of the Adjustment Escrow Fund (as defined therein), which includes the Adjustment Escrow Amount of $2.8 million (the "Escrow Agreement"). Pursuant to the Escrow Agreement, the Escrow Agent will hold the Escrow Funds in an account established with and designated by the parties to the Escrow Agreement by the Escrow Agent, pursuant to which the Escrow Funds shall be held in a segregated, non-commingled deposit account titled in the name of the Escrow Agent for the benefit of the parties and not merely by book-entry identification.

Indemnification Agreement

In connection with the closing of the Transactions and pursuant to the Purchase Agreement, each Abrams Nominee shall enter into an Indemnification Agreement with ContextLogic whereby ContextLogic agrees to hold harmless and indemnify each indemnitee to the fullest extent permitted by law, subject to customary conditions (the "Indemnification Agreement"). The Indemnification Agreement will also require ContextLogic to pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring the indemnitee to contribute to such payment and ContextLogic hereby waives and relinquishes any right of contribution it may have against the indemnitee, in addition to other customary provisions.

Sugarman Employment Agreement

On December 8, 2025, David Sugarman, current Chief Executive Officer of Opco, a subsidiary of US Salt, entered into an amended and restated employment agreement (the "Sugarman Employment Agreement") with Opco for the position of Chief Executive Officer of Opco. In connection with the Transaction, Opco will become a subsidiary of ContextLogic, and as such, ContextLogic’s Compensation Committee and Board have approved the assumption of the employment agreement with Mr. Sugarman. Under the terms of the Sugarman Employment Agreement, Mr. Sugarman will receive a base salary of $550,000, will be eligible for an annual discretionary bonus of between 0% to 150% of his base salary based on achievement of EBITDA growth metrics of Opco, and will be eligible to participate in a long-term incentive program that vests over a five-year performance period. Upon a termination of Mr. Sugarman’s employment without "Cause" or by Mr. Sugarman for "Good Reason" (as such terms are defined in the Sugarman Employment Agreement), he is eligible for any earned but unpaid prior year’s bonus, any vested portion of his long-term incentive award, payable at the same time such award would have been paid had he remained employed, 12 months’ base salary continuation, a pro-rated bonus for the year of termination, based on actual performance, and up to 12 months’ COBRA premium payments, in each case conditioned upon his timely execution and non-revocation of a release of claims and compliance with his restrictive covenants.

Rights Offering

On January 22, 2026, the Company commenced a rights offering (the "Rights Offering") to distribute to the holders of ContextLogic common stock subscription rights to purchase 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.

On February 25, 2026, 429,463 aggregate shares of ContextLogic common stock validly subscribed for pursuant to the Rights Offering were issued, with a total purchase price of all shares sold of approximately $3.4 million.

Basis of Presentation and Consolidation

Use of Estimates

Summary of Significant Accounting Policies

Revenue recognition

Cost of sales

Accounts receivable, net and allowance for expected credit losses

Concentration of credit and customer risk

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

Inventories and other inventories

Property, plant and equipment, net

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


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

Leases

identified asset, there is also judgment in evaluating if the Company has the right to direct the use of that asset.

Debt issuance costs

Environmental cost

Asset retirement obligations

Finite-lived intangible assets and long-lived assets

Goodwill

Foreign currency transactions

Segment

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.

Noncontrolling Interest

Comprehensive Income

The Company had no other comprehensive income or loss for the periods presented. Accordingly, net income equals comprehensive income.

Unit-based compensation (Predecessor only)

Subscription note receivable (Predecessor only)

Noncontrolling parent interest (Predecessor only)

Net income per unit (Predecessor only)

Recently Adopted Accounting Pronouncements

Accounting Pronouncements

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

Equity and NonControlling Interest

3 Months Ended

Mar. 31, 2026

Equity [Abstract]

Equity and NonControlling Interest

NOTE 14. EQUITY AND NONCONTROLLING INTEREST

Members' Equity (Predecessor)

Members' units

US Salt Parent Holdings was authorized to issue USPH Class A units and USPH Class B units. There was no set number for authorized units and no par value was assigned to USPH Class A and USPH Class B units. US Salt Parent Holdings was able to issue additional units, including USPH Class B units as management incentive units as approved by its Board of Directors. USPH Class A units represented capital interests and were entitled to priority distributions and liquidation proceeds until invested capital had been returned. USPH Class B units were generally issued as management incentive (profit) interests and participated in US Salt Parent Holdings' residual economics only after applicable participation thresholds and vesting conditions were satisfied.

Voting rights

The authority to manage the business, make decisions, and act on behalf of US Salt Parent Holdings resided exclusively with its Board of Directors, except for certain limited matters specifically designated as board of governance exceptions. Holders of USPH Class A units or USPH Class B units did not possess voting, consent, or approval rights with respect to the management or governance of US Salt Parent Holdings, other than with respect to these limited exceptions.

The composition of US Salt Parent Holdings' Board of Directors included both Emerald Lake‑designated Managers ("ELCM Managers") and Additional Managers. For any meeting of its Board of Directors or its committees, at least one ELCM Manager had to be present to constitute a quorum. Actions of its Board of Directors was able to be approved by a majority of votes cast at a meeting where a quorum is present. The ELCM Managers collectively held a number of votes equal to the greater of (i) the number of ELCM Managers present at the meeting or (ii) one plus the number of non‑ELCM Managers present. Each ELCM Manager was entitled to cast a proportionate share of these collective ELCM votes. Each

Additional Manager held one vote. If no ELCM Manager remained present during a meeting, the quorum was lost and no further business was able to be conducted until a quorum was re‑established. The authorized number of Managers on US Salt Parent Holdings' Board of Directors was six members or such other number as determined from time to time by the Board.

Distribution and participation rights

Distributions were made at the discretion of the Board of Directors, subject to the applicable law and US Salt Parent Holdings' operating agreement. Distributions, other than tax distributions, were subject to contractual priority waterfall. Amounts were distributed first to holders of USPH Class A units until the unreturned capital associated with USPH Class A units had been reduced to zero. Thereafter, remaining distributions were made to holders of USPH Class A units and participating USPH Class B units on a pro rata basis based on the number of such units outstanding. Certain USPH Class B units were subject to participation thresholds (as discussed below) and vesting conditions and were not entitled to participate in distributions until such thresholds had been satisfied and vesting has occurred. As of December 31, 2025 (Predecessor), the total unreturned capital of Class A unitholders before distributions was $193.6 million. There were no tax distributions to USPH Class A unitholders for the period from January 1, 2026 to February 26, 2026 (Predecessor) and an insignificant amount of tax distributions to USPH Class A unitholders for the three months ended March 31, 2025 (Predecessor).

Liquidation rights

Upon liquidation, dissolution, or winding up of US Salt Parent Holdings, its assets remaining after the settlement of liabilities were distributed in accordance with the same priority framework applicable to non‑liquidating distributions. Liquidation proceeds were distributed first to USPH Class A units until the return of unreturned capital, and thereafter to USPH Class A units and participating USPH Class B units on a pro rata basis. USPH Class B units that had not satisfied applicable participation thresholds or vesting requirements did not participate in liquidation proceeds. Neither class had liquidation preference beyond the contractual priority described above.

Repurchase rights

US Salt Parent Holdings held the right, at its discretion, to repurchase outstanding units held by unitholders in accordance with the operating or related grant agreements. US Salt Parent Holdings was able to settle the repurchase or redemption price either in cash or through the transfer of equity interests issued by one of its subsidiaries. If the subsidiary repurchased or redeemed those securities subsequently, the repurchase redemption price would have been equal to the amount of cash or notes, if applicable, equal to the aggregate repurchase or redemption price of the Units that were redeemed or repurchased.

USPH Class B units

Based on the terms of Class B unit grant agreements, USPH Class B units were issued to certain employees and members of the Board of Directors of US Salt Parent Holdings. In each of the grant agreements, 40% of the total USPH Class B units granted had service conditions, which was service-based vesting ("time-vesting incentive units"), and 60% of the total USPH Class B units granted had both service and performance conditions ("performance-based incentive units").

Time-vesting incentive units

Time-vesting incentive units vested over the requisite service period of five years, subject to the recipient remaining an employee or member of the Board of Directors of US Salt Parent Holdings through each vesting date. For the period from January 1, 2026 to February 26, 2026 (Predecessor), $0.1 million expense was recognized for the time-vesting incentive units over the requisite service period.

Performance-based incentive units

The performance-based incentive units were able to vest upon the consummation of a sale of US Salt Parent Holdings, provided the participants had remained continuously employed or provided services from the vesting start date through the sale date. Vesting occurred in three tranches as follows: (i) one-third of the performance-based incentive units vested upon the consummation of a sale of the US Salt Parent Holdings if the Investor Return was equal to or greater than 2.0; (ii) an additional one-third of the performance-based incentive units vested upon the consummation of a sale of US Salt Parent Holdings if the Investor Return was equal to or greater than 2.5; and (iii) an additional one-third of the performance-based incentive units vested upon the consummation of a sale of US Salt Parent Holdings if the Investor Return was equal to or greater than 3.0.

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

Acceleration of vesting of incentive units

Upon the occurrence of the sale of US Salt Parent Holdings, all then outstanding time-vesting incentive units and performance-vesting incentive units which had not yet become vested became vested as of the consummation of such sale and were included in the shares acquired as part of the US Salt Acquisition. The Company elected an accounting policy to treat compensation costs due to acceleration as a result of the change in control provision included in the original terms of the awards as acquisition-related consideration transferred. Accordingly, the fair value of the accelerated portion of the awards represented by the cash or Holdings units transferred in exchange for the units subject to accelerated vesting was included in the total consideration transferred for the acquisition and no share‑based compensation expense related to such acceleration was recognized in either the Predecessor or Successor periods. Refer to Note 1, Overview, Basis of Presentation and Significant Accounting Policies, for further information.

Noncontrolling parent interests

US Salt Parent Holdings owns 99% of US Salt Intermediate Holdings, LLC ("Intermediate Holdings"). The remaining 1% interest was held by Aggregator, which was controlled by Emerald Lake. Intermediate Holdings owned 100% of US Salt Holdings and its operating subsidiaries. US Salt Parent Holdings controlled Intermediate Holdings and US Salt and, accordingly, consolidated Intermediate Holdings and its subsidiaries in the accompanying consolidated financial statements.

The noncontrolling parent interest represented Aggregator’s 1% ownership interest in Intermediate Holdings, which was held by an entity other than US Salt Parent Holdings. This interest was presented as noncontrolling parent interest in the Condensed Consolidated Statements of Operations and within equity in the Condensed Consolidated Balance Sheets. The condensed consolidated financial statements recognized the subsidiary’s assets and liabilities offset by the noncontrolling interest in total equity.

Stockholders' equity (Successor)

ContextLogic Equity

On February 25, 2026, the Company completed the Rights Offering and issued 429,463 common shares of ContextLogic common stock to subscribers for gross proceeds of $3.4 million or $8.00 per share. In addition, in connection with the Abrams Backstop Agreements, the Company issued 190,496 and 2,598,611 common shares to ACP I and ACP II, respectively for gross proceeds of $22.3 million or $8.00 per share.

On February 26, 2026 the Company issued 15,480,427 common shares as a portion of the equity consideration for the US Salt Acquisition recorded at a fair value of $123.9 million.

Noncontrolling Interest - ContextLogic Holdings LLC Units

On February 26, 2026, the Second A&R LLC Agreement became effective for ContextLogic Holdings LLC, establishing and governing the rights, preferences and obligations of each class of units of Holdings. Holdings' membership interests are represented by three classes of units: Class A Convertible Preferred Units ("Preferred Units"), Class B Common Units (comprising Class B-1 and Class B-2 series), and Class P Units. The Preferred Units are held by the Company's investors and rank senior to all other units with respect to distributions and liquidation proceeds. The Class B Common Units ("Common Units") are held by the Company and represent the primary common equity interest in Holdings. The Class P

Units are profits interests and are subordinate to both the Preferred Units and Common Units. Each class of units was issued in exchange for cash or other property contributions made to Holdings by its members (the "Capital Contributions").

Class A Convertible Preferred Units

The Preferred Units were issued at $8.00 per unit (the "Class A Contribution Amount"), representing each unit's stated invested capital. Each Preferred Unit is convertible at the holder's option at any time into one Class B-2 Common Unit (subject to adjustment for stock splits, combinations, recapitalizations or similar transactions), provided that any conversion notice must cover at least the greater of (i) one-third of the converting member's then-outstanding Preferred Units or (ii) 5,000 Preferred Units.

With respect to distributions and upon liquidation or dissolution, the Preferred Units rank senior to the Common Units and Class P Units and are entitled to receive distributions pro rata based on each Class A member's relative ownership of outstanding Preferred Units until each Class A member has received a full return of its Capital Contributions in respect of its Preferred Units. Prior to any such distribution, Holdings must provide Class A members at least five (5) business days' prior written notice (a "Class A Distribution Notice") detailing the distribution amount and the comparative amount that would be distributed upon conversion into Class B-2 Common Units, giving holders the opportunity to convert prior to the distribution. Class A members that are accredited investors also hold preemptive rights to purchase their pro rata share of any new units or other equity interests issued by Holdings to Abrams, BCP or their respective affiliates.

Class B Common Units

The Class B Common Units consist of two series: Class B-1 Common Units, which carry voting rights, and Class B-2 Common Units, which are non-voting and are issuable solely upon conversion of Class A Convertible Preferred Units. Class B-1 Common Units are held by ContextLogic directly and through its wholly-owned subsidiary Blocker. ContextLogic effectively holds all outstanding Class B-1 Common Units and, as the sole holder of voting units in Holdings, holds all voting power of Holdings. No Class B-2 Common Units are currently outstanding.

Class B members receive distributions pro rata based on each Class B member's relative ownership of outstanding Common Units, after Class A members have received a full return of their Capital Contributions, and until each Class B member has received a full return of its Capital Contributions in respect of Common Units. Thereafter, all remaining distributions are made pro rata to all members based on aggregate Common Units and, subject to any Retained Distributions (as defined below), Class P Units outstanding.

Class P Units

The Class P Units are intended to qualify as "profits interests" for U.S. federal income tax purposes. They are subordinate to both Preferred Units and Common Units in the distribution waterfall. Distributions on unvested Class P Units are retained by Holdings ("Retained Distributions") and released to Class P Unit holders only upon vesting. Any Retained Distributions attributable to forfeited units are redistributed to remaining members in accordance with the standard distribution waterfall. Refer to Note 15, Equity Award Activity, Unit-Based Compensation (Predecessor), and Stock-Based Compensation (Successor), for more information about Class P Units granted.

Noncontrolling Interest Activity

On February 26, 2026, immediately prior to the US Salt Acquisition, BCP acquired additional Preferred Units for gross proceeds of $75.0 million, which together with BCP’s previously held Preferred Units and Class A accumulated distributions (previously reflected as redeemable noncontrolling interest), converted into 19,123 thousand Preferred Units with an aggregate value of $153.0 million in conjunction with the US Salt Acquisition. Upon completion of the acquisition and implementation of the Second A&R LLC Agreement, the Preferred Units held by BCP no longer have redemption features and are therefore reflected as noncontrolling interests as a component of the Company’s equity.

On February 26, 2026, pursuant to the BCP Backstop Agreement, BCP acquired an additional 11,156 thousand Preferred Units for aggregate proceeds of $89.3 million.

On February 26, 2026, Holdings issued 25,176 thousand Preferred Units, recorded at a fair value of $201.4 million, as a portion of the equity consideration for the US Salt Acquisition.

Because the noncontrolling interest activity described above occurred in conjunction with the US Salt Acquisition, all activity is reflected as Successor equity activity in the Condensed Consolidated Statements of Stockholders’ Equity.

Net Income or Loss Allocation under HLBV

Given the preferred distribution structure described above, the Company allocates its net income or loss using the HLBV method. Under the HLBV method, the amounts reported as noncontrolling interest represent the amounts Holdings' members would hypothetically receive at each balance sheet date under the liquidation provisions of the Second A&R LLC Agreement, assuming the net assets of the funding structures were liquidated at their recorded amounts determined in accordance with GAAP. The members' interests in Holdings' results of operations are determined as the difference in noncontrolling interest at the start and end of each reporting period, after taking into account any capital transactions between Holdings and its members.

At a high level, if Holdings is in a net loss position, all net losses would be 100% attributed to the Class B Members until all Class B Capital Contribution was eroded. Then, net losses would be 100% attributed to the Class A Members.

If Holdings is in a net income position, it would be allocated first to any Business Needs (as defined in the Second A&R LLC Agreement, to the extent not already reflected in LLC’s net assets); second to restore Class A's Capital Contributions to full; third to restore Class B's Capital Contributions to full; fourth to Class P to the extent described in the Second A&R LLC Agreement; and fifth to Class B (B-1 and any converted B-2) and Class P Members on a pro-rata basis.

Balance Sheet Components (Tables)

3 Months Ended

Mar. 31, 2026

Balance Sheet Related Disclosures [Abstract]

Schedule of Prepaid Expenses

Prepaid expenses consist of the following:


	Successor		Predecessor
	March 31, 2026		December 31, 2025
	(in millions)		(in millions)
Prepaid insurance	$	1.3	$	0.7
Other prepaid expenses		0.9		0.3
Other current assets		0.1		—
Total	$	2.3	$	1.0

Schedule of Accrued Liabilities

Accrued liabilities consist of the following:


	Successor		Predecessor
	March 31, 2026		December 31, 2025
	(in millions)		(in millions)
Accrued payroll, bonus, and employee benefits	$	2.2	$	3.9
Contingent loss accrual(1)		3.5		—
Accrued services(2)		3.0		0.9
Accrued term loan interest		1.5		—
Rail car repair accrual(3)		0.8		0.7
Well capping accrual		0.3		0.3
Accrued insurance services		0.2		0.5
Other accruals		0.6		0.1
Total	$	12.1	$	6.4

(1)

Estimated contingent loss related to a legal matter. Refer to Note 13, Commitments and Contingencies, for further information.

(2)

Accrued services primarily consist of professional services related to acquiring US Salt and other legal services.

(3)

Rail car accrual represents the expected cost of disposing of or repairing leased railcars.

Related Party Transaction (Predecessor) - Additional Information (Details) - US Salt Holdings, LLC - Professional Services Agreement - Emerald Lake - USD ($)		2 Months Ended	3 Months Ended
	Jul. 19, 2021	Feb. 26, 2026	Mar. 31, 2025	Dec. 31, 2025
Related Party Transaction [Line Items]
Annual management fee minimum amount	$ 1,900,000
Percentage of annual management fee	1.00%
Miminum management fee payable in cash in quarterly installments	$ 500,000
Percentage of quarterly management fee	0.25%
Unpaid management fees				$ 0
General and Administrative Expense
Related Party Transaction [Line Items]
Management Fees		$ 300,000	$ 500,000

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2026	Dec. 31, 2025
Preferred stock, par value	$ 0.0001
Preferred stock, shares authorized	100,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common stock, par value	$ 0.0001
Common stock, shares authorized	3,000,000,000
Common stock, shares issued	45,731,000
Common stock, shares outstanding	45,731,000
Class A
Members' units issued		191,000
Members' units outstanding		191,000
Class B
Members' units issued		3,000
Members' units outstanding		3,000

Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Millions	1 Months Ended	2 Months Ended	3 Months Ended
	Mar. 31, 2026	Feb. 26, 2026	Mar. 31, 2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance lease (interest payments)	$ 0.0	$ 0.0	$ 0.0
Operating cash flows from operating leases	0.1	0.2	0.2
Financing cash flows from finance lease	0.0	0.0	0.0
Right-of-use assets obtained in exchange for lease liabilities
Operating leases	0.0	0.0	0.3
Finance leases	$ 0.0	$ 0.0	$ 0.1

Overview, Basis of Presentation and Significant Accounting Policies - Summary of Estimated Useful Lives of Property, Plant and Equipment (Details)	Mar. 31, 2026
Minimum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful life	3 years
Maximum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful life	20 years
Buildings and Improvements \| Minimum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful life	10 years
Buildings and Improvements \| Maximum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful life	20 years
Machinery and Equipment \| Minimum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful life	3 years
Machinery and Equipment \| Maximum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful life	14 years

Business Combinations - Schedule of Fair Value of Equity Consideration (Details) - US Salt Holdings, LLC - USD ($) $ / shares in Units, $ in Millions	Feb. 26, 2026	Mar. 31, 2026
Business Combination [Line Items]
Total shares issued	40,656,000
Price per share issued	$ 8	$ 8
Fair value of the equity consideration	$ 325.2
Common Shares
Business Combination [Line Items]
Total shares issued	15,480,400
Preferred Units
Business Combination [Line Items]
Total shares issued	25,175,600

- 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

Inventory - Schedule of Inventory (Details) - USD ($) $ in Millions	Mar. 31, 2026	Dec. 31, 2025
Inventory Disclosure [Abstract]
Finished Goods	$ 3.6	$ 2.4
Packaging and supplies	5.9	5.5
Maintenance materials	3.0	3.0
Total	$ 12.5	$ 10.9

Goodwill and Intangible Assets - Summary of Intangible Assets and Related Accumulated Amortization (Details) - USD ($) $ in Millions	Mar. 31, 2026	Feb. 26, 2026	Dec. 31, 2025
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 388.0		$ 24.2
Accumulated Amortization	(2.4)		(7.4)
Amount	385.6	$ 388.0	16.8
Tradename
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	28.0		21.8
Accumulated Amortization	(0.2)		(6.7)
Amount	27.8		15.1
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	260.0		2.4
Accumulated Amortization	(1.4)		(0.7)
Amount	258.6		$ 1.7
Permits
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	100.0
Accumulated Amortization	(0.8)
Amount	$ 99.2

- 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

Overview, Basis of Presentation and Significant Accounting Policies - Additional Information (Details)				1 Months Ended	2 Months Ended	3 Months Ended		12 Months Ended
	Feb. 26, 2026 USD ($) $ / shares shares	Feb. 25, 2026 USD ($) shares	Dec. 08, 2025 USD ($)	Mar. 31, 2026 USD ($) Customer $ / shares	Feb. 26, 2026 USD ($) Customer $ / shares	Mar. 31, 2026 Segment Customer $ / shares shares	Mar. 31, 2025 USD ($) Customer	Dec. 31, 2025 Customer shares	Jan. 22, 2026 $ / shares shares
Class Of Stock [Line Items]
Net borrowing proceeds from initial term loans				$ 215,000,000	$ 0		$ 0
General and administrative				7,500,000	1,600,000		2,600,000
Transaction expense				20,700,000	100,000		0
Net interest and other income				(1,800,000)	(3,000,000)		(5,400,000)
Net Income (Loss)				15,300,000	1,700,000		2,900,000
Net loss attributable to common stockholders				15,300,000	1,700,000		2,900,000
Capitalized interest costs				100,000	100,000		100,000
Impairment of finite-lived intangibles				$ 0	$ 0		$ 0
Number of operating segment \| Segment						1
Dilutive securities \| shares						363,000		0
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]				true		true
Accounting Standards Update [Extensible Enumeration]						Accounting Standards Update 2025-05 Prospective [Member]
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]				true		true
Entity Incorporation, State or Country Code						DE
Customer Concentration Risk \| Net Sales
Class Of Stock [Line Items]
Number of major customer \| Customer				1	1		1
Customer Concentration Risk \| Net Sales \| One Major Customer
Class Of Stock [Line Items]
Concentration risk percentage				10.00%	10.00%		10.00%
Customer Concentration Risk \| Accounts Receivable
Class Of Stock [Line Items]
Number of major customer \| Customer						1		1
Customer Concentration Risk \| Accounts Receivable \| One Major Customer
Class Of Stock [Line Items]
Concentration risk percentage						10.00%		10.00%
Escrow Agreement
Class Of Stock [Line Items]
Escrow fund	$ 2,800,000				$ 2,800,000
Sugarman Employment Agreement \| David Sugarman
Class Of Stock [Line Items]
Base salary			$ 550,000
Eligible long-term incentive program vesting performance period			5 years
Maximum
Class Of Stock [Line Items]
Useful lives of assets				20 years		20 years
Leases remaining lease term				5 years		5 years
Finite lived intangible asset useful lives				15 years		15 years
Maximum \| Sugarman Employment Agreement \| David Sugarman
Class Of Stock [Line Items]
Percentage of annual discretionary bonus			150.00%
Minimum
Class Of Stock [Line Items]
Useful lives of assets				3 years		3 years
Leases remaining lease term				1 year		1 year
Finite lived intangible asset useful lives				10 years		10 years
Minimum \| Sugarman Employment Agreement \| David Sugarman
Class Of Stock [Line Items]
Percentage of annual discretionary bonus			0.00%
Minimum \| Demand Registration
Class Of Stock [Line Items]
Gross proceeds from registration rights agreement	15,000,000
Credit Agreement \| Maximum
Class Of Stock [Line Items]
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]						us-gaap:SecuredOvernightFinancingRateSofrMember
Debt instrument, interest rate				4.50%		4.50%
Credit Agreement \| Minimum
Class Of Stock [Line Items]
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]						us-gaap:SecuredOvernightFinancingRateSofrMember
Debt instrument, interest rate				4.00%		4.00%
Term Loan Facility \| Credit Agreement
Class Of Stock [Line Items]
Debt instrument, aggregate principal amount	$ 215,000,000				215,000,000
Debt instrument, maturity date	Feb. 26, 2033
Term Loan Facility \| Senior Secured Debt [Member]
Class Of Stock [Line Items]
Debt instrument, aggregate principal amount			$ 215,000,000
Revolving Credit Facility \| Credit Agreement
Class Of Stock [Line Items]
Debt instrument, aggregate principal amount	$ 25,000,000				25,000,000
Debt instrument, maturity date	Feb. 26, 2033
Revolving Credit Facility \| Credit Agreement \| Maximum
Class Of Stock [Line Items]
Commitment fee percentage on unused portion of aggregate commitments	0.50%
Revolving Credit Facility \| Credit Agreement \| Minimum
Class Of Stock [Line Items]
Commitment fee percentage on unused portion of aggregate commitments	0.375%
Revolving Credit Facility \| Senior Secured Debt [Member]
Class Of Stock [Line Items]
Debt instrument, aggregate principal amount			25,000,000
Preferred Stock
Class Of Stock [Line Items]
Sale of stock, price per share \| $ / shares				$ 8		$ 8
US Salt Holdings, LLC
Class Of Stock [Line Items]
Business acquisition, purchase price	$ 921,700,000		921,700,000
Business acquisition, cash payment	596,500,000		596,500,000
Net borrowing proceeds from initial term loans			211,400,000
Expected proceeds from rights offering and backstop agreements			115,000,000
Business acquisition, equity rollover condiseration	325,200,000		325,200,000
Escrow fund	$ 2,800,000		$ 2,800,000		2,800,000
Collectively owned percentage	100
Sellers representative expense fund	$ 300,000
Funds to the sellers representative adjusted from escrow amount	2,800,000
Contingent costs	$ 4,800,000				4,800,000
General and administrative					1,000,000
Transaction expense					1,400,000
Net interest and other income					1,200,000
Net Income (Loss)					1,200,000
Accretion on CLHI Corporate's redeemable noncontrolling interest's preferred shares					500,000
Net loss attributable to common stockholders					$ 1,700,000
US Salt Holdings, LLC \| Rights Offering
Class Of Stock [Line Items]
Number of each subscription rights to purchase shares of common stock \| shares									0.53486
Exercise price of rights per share \| $ / shares									$ 8.00
US Salt Holdings, LLC \| Common Stock \| Rights Offering
Class Of Stock [Line Items]
Aggregate number of rights to purchase \| shares		429,463
Purchase price of shares sold		$ 3,400,000
US Salt Holdings, LLC \| BCP \| Preferred Stock
Class Of Stock [Line Items]
Sale of stock, price per share \| $ / shares	$ 8				$ 8
Aggregate purchase amount	$ 92,000,000
Sale of stock, number of shares \| shares	11,156,000
Sale of stock, percentage	80.00%
Subscription price	$ 89,300,000
US Salt Holdings, LLC \| ACP II \| Common Stock
Class Of Stock [Line Items]
Sale of stock, price per share \| $ / shares	$ 8				$ 8
Aggregate purchase amount	$ 21,400,000
Sale of stock, number of shares \| shares	2,599,000
Sale of stock, percentage	18.634%
Subscription price	$ 20,800,000
US Salt Holdings, LLC \| ACP I \| Common Stock
Class Of Stock [Line Items]
Aggregate purchase amount	$ 1,600,000
Sale of stock, number of shares \| shares	190,000
Sale of stock, percentage	1.366%
Subscription price	$ 1,500,000
Emerald Lake Capital LP \| US Salt Parent Holdings \| Class A Units
Class Of Stock [Line Items]
Percentage of ownership interest				99.50%		99.50%
Emerald Lake Capital LP \| US Salt Intermediate Holdings, LLC
Class Of Stock [Line Items]
Percentage of noncontrolling parent interest				1.00%		1.00%

CONDENSED CONSOLIDATED STATEMENTS OF MEMBERS' AND STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Millions	Total	Member Units Class A Member Units	Member Units Class B Member Units	Common Stock	Additional Paid-in Capital	Subscription Note Receivable	Accumulated Deficit	Noncontrolling parent interest
Units, Beginning Balances at Dec. 31, 2024		191,000	2,200
Members Equity, Beginning Balance at Dec. 31, 2024	$ 177.0	$ 184.5	$ 1.2			$ (0.2)	$ (10.2)	$ 1.7
Members' distributions	(1.4)	$ (1.4)
Collection of subscription note receivable	0.1					0.1
Unit-based compensation expense, Amount	0.1		$ 0.1
Unit-based compensation expense, Units			700
Repurchase of units, Amount	(0.2)		$ (0.2)
Repurchase of units, Units			(200)
Net income	2.9						2.9
Units, Ending Balances at Mar. 31, 2025		191,000	2,700
Members' Equity, Ending Balances at Mar. 31, 2025	178.5	$ 183.1	$ 1.1			(0.1)	(7.3)	1.7
Units, Beginning Balances at Dec. 31, 2025		190,900	3,400
Members Equity, Beginning Balance at Dec. 31, 2025	185.2	$ 181.0	$ 1.5			(0.1)	1.0	1.8
Collection of subscription note receivable	0.1					$ 0.1
Unit-based compensation expense, Amount	0.1		$ 0.1
Unit-based compensation expense, Units			400
Net income	1.7						1.7
Units, Ending Balances at Feb. 26, 2026		190,900	3,800
Members' Equity, Ending Balances at Feb. 26, 2026	187.1	$ 181.0	$ 1.6				2.7	1.8
Beginning balance at Feb. 27, 2026	131.5				$ 3,484.3		(3,352.8)
Beginning balance, Shares at Feb. 27, 2026				26,941,200
Issuance of common stock upon settlement of restricted stock units, Shares				90,300
Stock-based compensation	0.5				0.5
Net income	15.3						15.3	(0.0)
Issuance of common stock - US Salt Acquisition, Shares				15,480,400
Issuance of common stock - US Salt Acquisition, Value	123.9				123.9
Issuance of Noncontrolling interest - US Salt Acquisition	201.4							201.4
Issuance of common stock - Rights Offering, Shares				3,218,600
Issuance of common stock - Rights Offering, Value	25.5				25.5
Issuance of subsidiary membership units - Rights Offering backstop	89.3							89.3
Conversion of redeemable noncontrolling interest to noncontrolling interest	153.0							153.0
Deferred taxes arising from changes in ownership	1.2				1.2
Ending balance at Mar. 31, 2026	$ 741.6				$ 3,635.4		$ (3,337.5)	$ 443.7
Ending balance, Shares at Mar. 31, 2026	45,731,000			45,730,500

Business Combinations (Tables)

3 Months Ended

Mar. 31, 2026

Business Combination [Abstract]

Summary of Fair Value of Total Consideration

The fair value of the total consideration transferred was determined as follows:


	Fair Value Consideration Transferred
	(in millions)
Payments made to the Seller Parties
Cash consideration	$	386.8
Repayment of US Salt debt		209.7
Total cash consideration		596.5
Rollover equity(1)		325.2
Total equity consideration		325.2
Total consideration	$	921.7

(1)

Refers to Transactions (f) and (g) in Note 1 Overview, Basis of Presentation, and Significant Accounting Policies.

Schedule of Fair Value of Equity Consideration

The equity consideration was calculated based on the number of shares issued at $8.00 per share and determined as follows:


	Fair Value Equity Consideration
	($ in millions, shares in thousands)
ContextLogic common shares issued to consummate the US Salt Acquisition		15,480.4
Holdings preferred units issued to consummate the US Salt Acquisition		25,175.6
Total shares issued		40,656.0
Price per share issued	$	8.00
Fair value of the equity consideration	$	325.2

Summary of Preliminary Acquisition Date Fair Value of Tangible and Intangible Assets Acquired, Net of Liabilities Assumed

The following table summarizes the preliminary acquisition date fair value of tangible and intangible assets acquired, net of liabilities assumed as part of the US Salt Acquisition:


	Fair Value
	(in millions)
Cash and cash equivalents	$	11.3
Prepaid expenses and other current assets		0.9
Accounts receivable		13.4
Inventory		12.7
Property, plant and equipment		396.7
Intangible assets		388.0
Right-of-use asset		1.5
Other noncurrent assets		5.2
Total assets		829.7
Accrued liabilities		4.2
Accounts payable		6.8
Current portion of lease liability		0.7
Current maturities of long-term debt		0.3
Deferred tax liability		43.2
Long-term debt, net of current maturities		—
Lease liabilities, non-current		0.8
Net assets acquired		773.7
Goodwill		148.0
Total net assets acquired	$	921.7

Schedule of Identifiable Intangible Asset Estimated Useful Life and Asset Fair Value


	Estimated Useful Life	Estimated Asset Fair Value
	(in years)	(in millions)
Trade names and trademark	15	$	28.0
Permits	10		100.0
Customer relationships	15		260.0
Identifiable intangible assets, net		$	388.0

Summary of Unaudited Pro Forma Information


	Three Months Ended March 31,
	2025			2026
	(in millions)			(in millions)
Pro forma net sales	$	32.3		$	32.4
Pro forma net (income) loss		(13.1	)		7.8
Pro forma net (income) attributable to controlling interest		(13.1	)		7.8
Pro forma net loss attributable to noncontrolling interest		—			—

Long Term Debt (Tables)

3 Months Ended

Mar. 31, 2026

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Long-term debt consists of the following:


	Successor			Predecessor
	March 31, 2026			December 31, 2025
	(in millions)			(in millions)
Term loan	$	215.0		$	206.7
Unamortized debt discount and issuance		(3.6	)		(1.3	)
Current portion		(1.6	)		(2.3	)
Long-term portion	$	209.8		$	203.1

Schedule of Maturities of Long-Term Debt

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


	Successor
	March 31, 2026
Year ending December 31,	(in millions)
Remaining 2026	$	1.1
2027		2.2
2028		2.2
2029		2.2
2030		2.2
Thereafter		205.1
Total maturities	$	215.0

Accounts Receivable - Schedule of Accounts Receivable, Net of Allowance for Excepted Credit Losses (Details) - USD ($) $ in Millions	Mar. 31, 2026	Dec. 31, 2025
Accounts Receivable, after Allowance for Credit Loss, Current [Abstract]
Accounts receivable	$ 13.6	$ 12.2
Less: allowance for expected credit losses	(0.1)	(0.1)
Total	$ 13.5	$ 12.1

Business Combinations - Summary of Preliminary Acquisition Date Fair Value of Tangible and Intangible Assets Acquired, Net of Liabilities Assumed (Details) - USD ($) $ in Millions	Mar. 31, 2026	Feb. 26, 2026	Dec. 31, 2025
Business Combination [Line Items]
Goodwill	$ 148.0		$ 28.1
US Salt Holdings LLC [Member]
Business Combination [Line Items]
Cash and cash equivalents		$ 11.3
Prepaid expenses and other current assets		0.9
Accounts receivable		13.4
Inventory	$ 1.1	12.7
Property, plant and equipment		396.7
Intangible assets		388.0
Right-of-use asset		1.5
Other noncurrent assets		5.2
Total assets		829.7
Accrued liabilities		4.2
Accounts payable		6.8
Current portion of lease liability		0.7
Current maturities of long-term debt		0.3
Deferred tax liability		43.2
Lease liabilities, non-current		0.8
Net assets acquired		773.7
Goodwill		148.0
Total net assets acquired		$ 921.7

Asset Retirement Obligations - Summary of Changes in Asset Retirement Obligation (Details) - USD ($) $ in Millions	1 Months Ended	2 Months Ended	3 Months Ended
	Mar. 31, 2026	Feb. 26, 2026	Mar. 31, 2025
Asset Retirement Obligation Disclosure [Abstract]
Beginning balance	$ 0.8	$ 0.8	$ 0.8
Liabilities incurred	0.0	0.0	0.0
Changes in estimated obligations	0.0	0.0	0.0
Accretion of expense	0.0	0.0	0.0
Ending balance	$ 0.8	$ 0.8	$ 0.8

Property, Plant and Equipment, Net - Schedule Property, Plant and Equipment, Net (Details) - USD ($) $ in Millions	Mar. 31, 2026	Dec. 31, 2025
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 397.4	$ 369.4
Accumulated depreciation and depletion	(0.9)	(48.0)
Total	396.5	321.4
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	6.7	2.0
Buildings and Improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	17.6	20.1
Machinery and Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	60.8	69.8
Salt Reserves
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	310.0	275.3
Construction in Process
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 2.3	$ 2.2

Leases

3 Months Ended

Mar. 31, 2026

Leases [Abstract]

Leases

NOTE 10: LEASES

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

The elements of the lease costs were as follows:


	Successor		Predecessor
	Period from February 27, 2026 to March 31, 2026		Period from January 1, 2026 to February 26, 2026		Three Months Ended March 31, 2025
	(in millions)		(in millions)		(in millions)
Operating lease expense:
Operating lease expense	$	0.1	$	0.2	$	0.2

Short term lease expense	$	—	$	—	$	0.2
Variable lease expense		0.1		0.2		0.2
Total lease expense	$	0.2	$	0.4	$	0.6

Total finance lease expense for the period from February 27, 2026 to March 31, 2026 (Successor), the period from January 1, 2026 to February 26, 2026 (Predecessor) and the three months ended March 31, 2025 (Predecessor) was insignificant.

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


	Successor			Predecessor
	March 31, 2026			December 31, 2025
Weighted-average remaining lease term (in years)
Operating leases		1.95			2.05
Finance leases		3.64			3.84

Weighted-average discount rate
Operating leases		7.54	%		9.81	%
Finance leases		7.36	%		10.53	%

Supplemental cash flow information related to leases was as follows:


	Successor		Predecessor
	Period from February 27, 2026 to March 31, 2026		Period from January 1, 2026 to February 26, 2026		Three Months Ended March 31, 2025
	(in millions)		(in millions)		(in millions)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance lease (interest payments)	$	—	$	—	$	—
Operating cash flows from operating leases		0.1		0.2		0.2
Financing cash flows from finance lease		—		—		—
Right-of-use assets obtained in exchange for lease liabilities
Operating leases	$	—	$	—	$	0.3
Finance leases		—		—		0.1

Future maturities of lease liabilities are as follows:


	Successor
	March 31, 2026
	Operating Leases			Finance Leases
Year ending December 31,	(in millions)
2026	$	0.6		$	0.1
2027		0.4			0.2
2028		0.1			0.1
2029		0.1			0.1
2030		—			—
Thereafter		—			—
Total future undiscounted lease payments		1.2			0.5
Imputed interest		(0.1	)		(0.1	)
Present value of lease payments		1.1			0.4
Current portion		(0.7	)		(0.1	)
Long-term portion of lease payments	$	0.4		$	0.3

Equity Award Activity and Stock Based Compensation - Summary of Changes in Non-vested (Details)	1 Months Ended
	Mar. 31, 2026 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning balance of number of units nonvested	127,500
Number of units, vested	(56,700)
Ending balance of number of units nonvested	70,800
Initial Grant
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning balance of number of units nonvested	1,898,000
Number of units, vested	0
Ending balance of number of units nonvested	1,898,000
Beginning balance of weighted average grant date fair value \| $ / shares	$ 2.39
Weighted average grant date fair value, vested \| $ / shares	0
Weighted average grant date fair value, forfeited \| $ / shares	0
Ending balance of weighted average grant date fair value \| $ / shares	$ 2.39
Transaction Grant
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning balance of number of units nonvested	600,000
Number of units, vested	0
Number of units, forfeited	0
Ending balance of number of units nonvested	600,000
Beginning balance of weighted average grant date fair value \| $ / shares	$ 0.56
Weighted average grant date fair value, vested \| $ / shares	0
Weighted average grant date fair value, forfeited \| $ / shares	0
Ending balance of weighted average grant date fair value \| $ / shares	$ 0.56

- 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

Long Term Debt

3 Months Ended

Mar. 31, 2026

Debt Disclosure [Abstract]

Long Term Debt

NOTE 11: LONG TERM DEBT

Long-term debt consists of the following:


	Successor			Predecessor
	March 31, 2026			December 31, 2025
	(in millions)			(in millions)
Term loan	$	215.0		$	206.7
Unamortized debt discount and issuance		(3.6	)		(1.3	)
Current portion		(1.6	)		(2.3	)
Long-term portion	$	209.8		$	203.1

Ares Capital Credit Agreement (Predecessor)

In July 2021, US Salt Parent Holdings entered into a credit agreement with Ares Capital Corporation, as the administrative agent, and other parties thereto. The credit agreement consists of a $232.0 million term loan, and up to $25.0 million of revolving line of credit.

Interest rate for the term loan and revolving line of credit as of December 31, 2025 (Predecessor) was 9.4%, which was SOFR plus 5.40%. Interest rate for the revolving line of credit is the greater of 4.50% plus prime rate, NYFRB (New York Federal Reserve Bank) rate plus 5.00% or SOFR (subject to .75% floor) plus 5.50%-5.65%.

The term loan requires quarterly principal payments of $0.6 million commencing on March 31, 2022 through maturity date of July 19, 2028, at which time the remaining principal balance is due. The term loan is subject to mandatory excess cash flow payments commencing for the year ended December 31, 2022 as defined in the credit agreement, not to exceed $5 million for any fiscal year. As of December 31, 2025 (Predecessor), the Company was not required to make additional term loan repayments due to Excess Cash Flow for the year ended December 31, 2025 (Predecessor). The revolving line of credit expires on July 19, 2026 and is subject to commitment fee of 0.50% per annum. The Company had no borrowings outstanding on the revolving line of credit as of December 31, 2025 (Predecessor). The unused amount of credit available under this facility is $25.0 million as of December 31, 2025 (Predecessor).

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

In relation to the credit agreement, the Company paid debt issuance cost of $5.1 million, which is amortized over the life of the credit agreement using effective interest rate of 6.83%. Amortization of debt issuance cost for the three months ended March 31, 2025 (Predecessor) was $0.2 million and is included in interest expense in the Condensed Consolidated Statements of Operations.

In February 2026, the Company paid off the $209.7 million remainder of this credit agreement and related accrued interest upon the consummation of the US Salt Acquisition.

Wilmington Trust Credit Agreement (Successor)

As discussed earlier in "The US Salt Acquisition -- The Financing Arrangements," in February 2026, Holdings entered into the Credit Agreement with Wilmington Trust, National Association, as administrative agent, and the Lenders thereto (the "Wilmington Trust Credit Facility"), which consists of a $215.0 million term loan facility and an up to $25.0 million revolving credit facility.

Interest rate for the Initial Term Loans and Revolving Loans as of March 31, 2026 was 7.92%, which was SOFR plus 4.25%. Interest rate for the revolving line of credit is at a base rate or a term SOFR rate plus an applicable margin between 4.00% and 4.50%, depending on the Borrower's Consolidated First Lien Net Leverage Ratio (as defined in the Credit Agreement).

The term loan requires quarterly principal payments of $0.5 million with the first payment due on September 30, 2026 through the maturity date of February 26, 2033, at which time the remaining principal balance is due. The term loan is subject to mandatory Excess Cash Flow ("ECF") payments commencing for the year ended December 31, 2027. The ECF payments are calculated by multiplying the Applicable ECF Percentage (as defined in the Credit Agreement) against the fiscal year's ECF (as defined in the Credit Agreement) to the extent that ECF exceeds the greater of $9.5 million and 15.0% of TTM EBITDA (as defined in the Credit Agreement). The Applicable ECF Percentage is determined based on the Consolidated First Lien Net Leverage Ratio (as defined in the Credit Agreement) as of the last day of the fiscal year as follows: 0% if less than or equal to 2.50x; 25% if greater than 2.50x but less than or equal to 3.00x; and 50% if greater than 3.00x. These ECF payments are due within ten business days after delivery of both the annual audited financial statements

and the related Compliance Certificate (as defined in the Credit Agreement). As of March 31, 2026 (Successor), no ECF prepayment was required for the period from February 27, 2026 to March 31, 2026 (Successor).

The revolving line of credit expires on February 26, 2033 and is subject to a commitment fee on the unused available commitment between 0.375% and 0.50% per annum, determined by the Borrower’s Consolidated First Lien Net Leverage Ratio. The Company had no borrowings outstanding on the revolving line of credit at March 31, 2026 (Successor). The unused amount of credit available under this facility is $25.0 million as of March 31, 2026 (Successor).

The term loan and revolving line of credit are secured by substantially all of the assets of US Salt and subject to certain financial covenants which are not due until 60 days after quarter-end for 2026 and 45 days after quarter-end beginning in 2027. The Company was in compliance with all financial covenants as of March 31, 2026 (Successor).

In relation to the Wilmington Trust Credit Agreement, aggregate debt discount and debt issuance costs totaled $3.6 million, which is amortized over the life of the credit agreement using an effective interest rate of 8.27%. Amortization of debt discount and issuance cost for the period from February 27, 2026 to March 31, 2026 (Successor) was insignificant and was reported as interest expense in the Condensed Consolidated Statements of Operations.

The Credit Agreement contains customary affirmative and negative covenants, conditions to borrowing and events of default. The Company was in compliance with all financial covenants as of March 31, 2026 (Successor).

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


	Successor
	March 31, 2026
Year ending December 31,	(in millions)
Remaining 2026	$	1.1
2027		2.2
2028		2.2
2029		2.2
2030		2.2
Thereafter		205.1
Total maturities	$	215.0

Commitments and Contingencies - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2026 USD ($) Case	Dec. 31, 2025 USD ($)
Commitments And Contingencies Disclosure [Line Items]
Loss contingency, accrual, current \| $	$ 3.5	$ 0.0
Number of putative class action lawsuits	4
Number of cases dismissed by plaintiff	1
Number of cases coordinated and consolidated	3
Estimated potential loss from legal contingencies \| $	$ 3.5

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2026	Apr. 30, 2026
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2026
Document Fiscal Year Focus	2026
Document Fiscal Period Focus	Q1
Entity Registrant Name	ContextLogic Holdings Inc.
Entity Central Index Key	0002064307
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		45,730,540
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	false
Title of 12(b) 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 Quarterly Report	true
Document Transition Report	false

Financial Instruments and Fair Value Measurement (Tables)

3 Months Ended

Mar. 31, 2026

Fair Value Disclosures [Abstract]

Schedule of Breakdown of Cash and Cash Equivalents

A breakdown of cash and cash equivalents is as follows:


	Successor				Predecessor
	March 31, 2026				December 31, 2025
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(in millions)				(in millions)
Cash	$	2.9	$	2.9	$	0.2	$	0.2
Money market funds		9.1		9.1		10.6		10.6
Total cash and cash equivalents	$	12.0	$	12.0	$	10.8	$	10.8