Crimson Wine Group buys Raeburn brand for $35.2M

Crimson Wine Group, Ltd. completed an asset purchase on February 9, 2026, acquiring the Raeburn wine brand and related assets for approximately $35.2 million through its subsidiary Pine Ridge Winery, LLC.

Rhea-AI Filing Summary

Crimson Wine Group, Ltd. completed an asset purchase on February 9, 2026, acquiring the Raeburn wine brand and related assets for approximately $35.2 million through its subsidiary Pine Ridge Winery, LLC.

The deal includes Raeburn’s intellectual property, inventory, and customer lists, adding a brand that produces about 250,000 cases annually to Crimson’s more than 400,000 average cases. The purchase was funded with cash on hand and borrowings under Crimson’s existing revolving credit facility.

The company highlighted that Raeburn strengthens its position in ultra-premium Chardonnay and Pinot Noir and expands its presence in the $15–$25 retail segment. Crimson also stated it may execute a rights offering later this year, subject to market conditions and capital availability.

Insights

Equity analyst

Crimson adds scale and a proven brand with a cash-and-credit Raeburn acquisition.

Crimson Wine Group, via Pine Ridge Winery, bought the Raeburn brand and related assets for approximately $35.2 million on February 9, 2026. Raeburn contributes around 250,000 cases annually, compared with Crimson’s more than 400,000 average cases, meaning the acquired brand represents a substantial expansion of total volume.

The acquisition is funded by cash on hand and borrowings under the existing revolving credit facility, so leverage and liquidity become important to watch in future filings. Raeburn focuses on ultra-premium Chardonnay and Pinot Noir at $15–$25 retail price points, potentially reshaping Crimson’s mix toward these categories.

The company also notes it may execute a rights offering later in the year, subject to market conditions and access to capital on acceptable terms. That statement links future capital-raising plans partly to integrating this transaction, and later disclosures will clarify the balance between debt usage and any equity raised through a rights offering.

8-K Event Classification

4 items: 1.01, 2.01, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Crimson Wine Group (CWGL) acquire in the Raeburn transaction?

Crimson Wine Group acquired the Raeburn wine brand and related assets, including certain inventory, intellectual property, and consumer and customer lists. The deal brings a premium, nationally distributed brand into Crimson’s portfolio, focused on Chardonnay and Pinot Noir from Sonoma County.

How much did Crimson Wine Group (CWGL) pay for the Raeburn wine brand?

Crimson Wine Group paid approximately $35.2 million for the Raeburn brand and related assets. The consideration reflects Raeburn’s scale of about 250,000 cases annually and its established distribution across major grocery chains, independent retailers, and restaurants in the United States.

How was the Raeburn acquisition financed by Crimson Wine Group (CWGL)?

The Raeburn acquisition was financed using a combination of cash on hand and borrowings under Crimson Wine Group’s existing revolving credit facility. This approach avoids issuing new equity in the transaction itself but increases reliance on available credit capacity and internal cash resources.

How does Raeburn change Crimson Wine Group’s (CWGL) production scale and market focus?

Raeburn adds about 250,000 cases annually to Crimson’s more than 400,000 average cases, meaning a significant increase in total volume. The brand strengthens Crimson’s presence in ultra-premium Chardonnay and Pinot Noir, particularly in the $15–$25 retail price range across U.S. retail and on-premise channels.

Is Crimson Wine Group (CWGL) considering a rights offering after the Raeburn acquisition?

Crimson Wine Group stated it may execute a rights offering later this year, subject to market conditions and availability of capital on acceptable terms. Such an offering would give existing shareholders the opportunity to invest further in the company’s future if it proceeds.

What relationship existed between Crimson Wine Group (CWGL) and Purple Brands before this deal?

The company disclosed that, other than the Raeburn transaction itself, neither Crimson Wine Group nor its affiliates, directors, or officers had any material relationship with the seller. This indicates the acquisition is an arm’s length transaction between independent parties.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/09/2026 - 04:12 PM EST Learn about SEC filing dates

0001562151false00015621512026-02-092026-02-09

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)

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)

(800) 486-0503

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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. ☐                        

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.

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

Exhibit 99.1

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

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 11.6 KB

Other Documents

• EX-2.1 EX-2.1 69.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 18.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 10.7 KB