ContextLogic Holdings Enters into Definitive Agreement to Acquire gChem from EagleTree Capital

Gaylord Chemical Company, L.L.C. ("gChem"), a global leader in non-toxic ingredients used in high-growth applications, today announced that ContextLogic Holdings Inc. (OTCQB: "LOGC") and its subsidiaries ("ContextLogic") have entered into a definitive agreement to acquire gChem from investment funds managed by EagleTree Capital ("EagleTree") and their co-investors (the "Transaction"). gChem will become ContextLogic's second operating business, following the acquisition of US Salt in February 2026, and will continue to be led by Chief Executive Officer Frank Roederer and its existing management team. The transaction values gChem at an enterprise value of $850 million.

Founded in 1962 and headquartered in Covington, LA, with manufacturing operations in Tuscaloosa, AL, gChem manufactures dimethyl sulfide (DMS), dimethyl sulfoxide (DMSO), dinitrogen tetroxide ("NTO") and is the originator and exclusive producer of Procipient® (Dimethyl Sulfoxide USP, PhEur). gChem's products are used in high-value and technically demanding applications across the pharmaceuticals, semiconductors, agricultural chemicals, performance chemicals and aerospace fields. Under its ownership, EagleTree has supported investments in commercial expansion, manufacturing capacity, and innovation, including the back-integration into NTO, a major building block of DMSO. This has led to the development and construction of the world's first and only on-purpose NTO production facility.

"Working alongside EagleTree has been an important chapter in gChem's history, defined by growth and innovation," said Frank Roederer, Chief Executive Officer of gChem. "We look forward to building on that momentum with ContextLogic."

"Frank and the entire gChem team have been exceptional partners throughout our investment. Together, we have built a stronger, more diversified business that is well positioned for continued growth," said Robert Fogelson, EagleTree Senior Partner. "We are incredibly proud of what the team has accomplished and believe ContextLogic is the right buyer to support gChem's next chapter," added EagleTree Partner Nitin Singhal.

Morgan Stanley & Co. LLC served as exclusive financial advisor to gChem, while Jones Day acted as legal counsel to gChem. Piper Sandler acted as financial advisor to ContextLogic, and Ropes & Gray LLP acted as legal advisor to ContextLogic.

The Transaction is expected to close by the end of 2026, subject to the receipt of customary regulatory approvals and the satisfaction of other closing conditions.

About gChem

gChem is a U.S.-based specialty chemicals company and a leading global producer of dimethyl sulfoxide. For more than six decades, the company has supplied high-purity specialty chemicals used in pharmaceutical, agricultural, semiconductor, performance chemical, aerospace and other demanding applications. gChem is headquartered in Covington, Louisiana, and operates its principal manufacturing complex in Tuscaloosa, Alabama. For more information, please visit https://www.gchemglobal.com.

About ContextLogic

ContextLogic is a publicly traded business ownership platform established to acquire, own and build a collection of niche, competitively advantaged, long-duration businesses. Each operating business is led by an experienced management team with meaningful autonomy and incentives aligned with long-term value creation. ContextLogic supports its businesses through disciplined capital allocation and a governance structure designed to create direct accountability between operators and owners. For more information, please visit https://www.contextlogic.com.

About EagleTree Capital

EagleTree Capital is a leading New York-based middle-market private equity firm, with $4.4 billion of assets under management, that has completed over 45 private equity investments and more than 105 add-on transactions over the past 20+ years. EagleTree primarily invests in North America in the following sectors: business services, consumer and specialty industrial. For more information, visit https://www.eagletree.com or find EagleTree on LinkedIn.