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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 9, 2026
CRIMSON WINE GROUP, LTD.
(Exact Name of Registrant as Specified in Charter)
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| Delaware | | 000-54866 | | 13-3607383 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File
Number) | | (IRS Employer
Identification No.) |
| 5901 Silverado Trail, Napa, California | 94558 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
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| (800) 486-0503 | |
| (Registrant’s telephone number, including area code) | |
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| N/A | |
| (Former Name or Former Address, if Changed Since Last Report) | |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
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Item 1.01. Entry into a Material Definitive Agreement.
The disclosure contained in Item 2.01 below is incorporated into this Item 1.01 by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On February 9, 2026, Pine Ridge Winery, LLC (“Pine Ridge”), a Delaware limited liability company and wholly-owned subsidiary of Crimson Wine Group, Ltd. (the “Company”), entered into, and closed the transaction contemplated by, that certain Asset Purchase Agreement, dated as of February 9, 2026 (the “Asset Purchase Agreement”), with Purple Wine Company, LLC, a California limited liability company (“Seller”). Pursuant to the terms of the Asset Purchase Agreement, Pine Ridge purchased certain assets, including certain inventory, certain intellectual property, including rights, trademarks and trade names, and certain consumer and customer lists, and assumed certain liabilities of Seller in connection with the acquired assets. The purchase price for the assets was approximately $35.2 million. The acquisition of the assets under the Asset Purchase Agreement was funded with cash on hand and borrowings under the Company’s existing revolving credit facility. The Asset Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions.
Other than in respect of the transaction described herein, neither the Company nor any of its affiliates, nor any director or officer of the Company, nor any associate of any such director or officer, had any material relationship with Seller.
The foregoing description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On February 9, 2026, the Company issued a press release announcing the entering into and closing of the transaction described under Item 2.01 above. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This Current Report on Form 8-K (the “Report”) is neither an offer to sell nor a solicitation of an offer to buy any securities pursuant to any rights offerings.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing or document, except as shall be expressly set forth by specific reference in such a filing or document.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit Number | Description |
| 2.1* | Asset Purchase Agreement, dated February 9, 2026, by and between Pine Ridge Winery, LLC, and Purple Wine Company, LLC. |
| 99.1 | Press Release issued by Crimson Wine Group, Ltd. dated February 9, 2026. |
| 104 | Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document). |
* The schedules and exhibits to the Asset Purchase Agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules and exhibits to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 9, 2026
CRIMSON WINE GROUP, LTD.
By: /s/ Adam D. Howell
Name: Adam D. Howell
Title: Chief Financial Officer
CRIMSON WINE GROUP ACQUIRES RAEBURN WINE BRAND FROM PURPLE BRANDS
Napa and Graton, Calif. - February 9, 2026 - Crimson Wine Group, Ltd. (OTCQB: CWGL), a leading owner and operator of premium wineries across the west coast, and Purple Brands, a prominent California-based wine and spirits company, today announced that Crimson Wine Group has acquired the critically acclaimed Raeburn wine brand from Purple Brands.
Founded in 2013, Raeburn is a premium wine brand producing approximately 250,000 cases annually from facilities in the Russian River Valley of Sonoma County, California. Raeburn’s wines are distributed in major grocery stores, independent retailers and restaurants throughout the United States.
The transaction, which also includes certain inventory assets, is effective immediately and provides Crimson Wine Group with greater scale, adding to Crimson’s more than 400,000 average cases produced annually, along with a proven brand in the ultra-premium Chardonnay and Pinot Noir categories.
“The acquisition of Raeburn reinforces our position as a leading fine wine company” said Jennifer Locke, Crimson’s Chief Executive Officer. “The Raeburn portfolio, rooted in Sonoma County, will significantly increase our market presence and relevance with our retail and on-premise customers through a portfolio of varietals selling in the $15 to $25 retail price points. Raeburn is led by one of the Top 10 largest Chardonnay brands sold domestically, providing Crimson with a proven player in the growing luxury Chardonnay and White Wine categories.”
Subject to market conditions and availability of capital on terms acceptable to Crimson, Crimson may execute a rights offering later this year that would allow shareholders an opportunity to further invest in the future of the company.
Purple Brands’ founder, owner and Chairman Derek Benham added, "This transaction is a win-win for both buyer and seller. It allows us to better focus on and further develop our spirits business, which includes our iconic Redwood Empire Whiskey brand, and gives Crimson a well-known, high-quality wine brand, adding to its rich and respected portfolio. Raeburn has been a tremendous success story and passing it to a dedicated wine group like Crimson ensures the brand's continued ascent.”
About Crimson Wine Group
Crimson Wine Group is the guardian of 1,000 acres of pristine vineyards for iconic wineries in the finest winegrowing regions of California, Oregon and Washington. Established in 1991, the
Company’s portfolio of highly acclaimed brands includes Pine Ridge Vineyards (Napa, Calif.); Seghesio Family Vineyards (Healdsburg, Calif.); Chamisal Vineyards (San Luis Obispo, Calif.); Archery Summit (Willamette Valley, Ore.) Seven Hills Winery (Walla Walla, Wash.), and Double Canyon (Horse Heaven Hills, Wash.).All wines are sold direct-to-consumer and via wholesale distribution in the United States, plus 30 export countries. Crimson Wine Group is a member of the International Wineries for Climate Action (IWCA) initiative, along with 30+ other global wineries, committed to achieving carbon neutrality by 2050.
About Purple Brands
Founded by Derek Benham in 2001, Purple is a brand-led business with a distinguished portfolio of wine and spirit brands anchored by the critically acclaimed Redwood Empire Whiskey, the largest whiskey producer and brand based in California.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “would,” “may,” “will,” “believe,” “estimate,” “goal,” “project,” and other words of similar meaning. These forward-looking statements include, among others, statements regarding expansion of market presence and expected timing for executing a rights offering. Forward-looking statements are subject to risks and uncertainties that could cause actual events and results to differ materially from those projected, anticipated or implied. Applicable risks and uncertainties include, among others, Crimson’s ability to achieve the expected benefits from the acquisition of the Raeburn wine brand and certain inventory assets, market conditions and ability to access capital markets on terms acceptable to Crimson, or at all. Crimson is subject to additional risks and uncertainties as described in Crimson’s Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent Quarterly Reports on Form 10-Q. Unless required by applicable law, Crimson undertakes no obligation to update or revise any forward-looking statement.
This press release is not intended to and does not constitute an offer to buy or sell, the solicitation of an offer to buy or sell, or an invitation to buy or sell any securities of Crimson, nor shall there be any sale, issuance, or transfer of securities of Crimson in any jurisdiction in contravention of applicable law.
For More Information:
Crimson Wine Group
Media: Colangelo & Partners, Michelle Erland, 631-258-0844; merland@colangelopr.com
Investors: PondelWilkinson Inc., Roger Pondel, 310-279-5965; rpondel@pondel.com
Purple Brands
Media: Kathleen Murphy, 415-319-2244; kmurphy@purplebrands.com
