--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-126168" form_type: "8-K" ticker: null cik: "0001835256" company_name: "Duckhorn Portfolio, Inc." filed_at: "2024-05-01T23:59:59+00:00" generated_at: "2026-06-03T03:13:30.773537+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Duckhorn Portfolio closes $50M cash + 31.5M shares acquisition of Sonoma-Cutrer; appoints permanent CEO ## Summary - Completed acquisition of Sonoma-Cutrer Vineyards from Brown-Forman for ~$50M cash and 31.5M shares of NAPA common stock. - Deirdre Mahlan appointed permanent CEO with $700k base salary, 100% target bonus, and $4.5M RSU grant with performance vesting at $13 stock price. - Marshall Farrer and Tim Nall (Brown-Forman executives) join board; Melanie Cox resigns (no disagreement). - Sonoma-Cutrer had net sales of $90.9M and net income of $20.0M for FY2023 (April 30, 2023). - Acquisition expected to be accretive in first full fiscal year; run-rate synergies to exceed initial $5M estimate. ## SEC filing metadata - accession: 0001193125-24-126168 - form_type: 8-K - cik: 0001835256 - company_name: Duckhorn Portfolio, Inc. - filed_at: 2024-05-01T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 2.01, 5.01, 2.02, 3.02, 5.02, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1835256/000119312524126168/0001193125-24-126168-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1835256/000119312524126168/d552807d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-126168 - JSON: https://secwatch.observer/filing/0001193125-24-126168.json - Plain text: https://secwatch.observer/filing/0001193125-24-126168.txt ## Key facts - Earnings Releases Duckhorn Portfolio, Inc. reported preliminary financial results for third quarter ended April 30, 2024. - Period: third quarter ended April 30, 2024 - Result: preliminary results source text: On May 1, 2024, the Company issued a press release announcing, among other things, (i) the appointment of Deirdre Mahlan as President and Chief Executive Officer of the Company and (ii) certain preliminary financial results for the third quarter ended April 30, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/1835256/000119312524126168/0001193125-24-126168-index.htm - Executive change Timothy Nall was appointed as Director at Duckhorn Portfolio, Inc.. - Action: appointed - Role: Director source text: In connection with the completion of the Merger and effective as of April 30, 2024, the Board of the Company appointed Marshall B. Farrer and Timothy Nall to the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1835256/000119312524126168/0001193125-24-126168-index.htm - Executive change Marshall B. Farrer was appointed as Director at Duckhorn Portfolio, Inc.. - Action: appointed - Role: Director source text: In connection with the completion of the Merger and effective as of April 30, 2024, the Board of the Company appointed Marshall B. Farrer and Timothy Nall to the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1835256/000119312524126168/0001193125-24-126168-index.htm - Executive change Deirdre Mahlan was appointed as President and Chief Executive Officer at Duckhorn Portfolio, Inc.. - Action: appointed - Role: President and Chief Executive Officer source text: On April 29, 2024, the Board of Directors (the “ Board ”) of the Company appointed Deirdre Mahlan, currently serving as interim President, Chief Executive Officer and chairperson of the Board of the Company, as the non-interim President and Chief Executive Officer of the Company, effective April 30, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/1835256/000119312524126168/0001193125-24-126168-index.htm - Executive change Melanie Cox resigned as Director at Duckhorn Portfolio, Inc.. - Action: resigned - Role: Director source text: Melanie Cox notified the Board of her resignation from the Company’s Board, effective at the time of the completion of the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/1835256/000119312524126168/0001193125-24-126168-index.htm - Governance Changes Duckhorn Portfolio, Inc.: Amended and restated the bylaws to become the Second Amended and Restated Bylaws. - Change: bylaw amendment source text: At the Effective Time, the amended and restated bylaws of the Company, as in effect immediately prior to the Effective Time, was amended and restated to be the Second Amended and Restated Bylaws attached hereto as Exhibit 3.2, which is incorporated by reference into this Item 5.03. evidence_url: https://www.sec.gov/Archives/edgar/data/1835256/000119312524126168/0001193125-24-126168-index.htm - Governance Changes Duckhorn Portfolio, Inc.: Amended and restated the certificate of incorporation to become the Second Amended and Restated Certificate of Incorporation. - Change: charter amendment source text: At the Effective Time, the Amended and Restated Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated to be the Second Amended and Restated Certificate of Incorporation attached hereto as Exhibit 3.1, which is incorporated by reference into this Item 5.03. evidence_url: https://www.sec.gov/Archives/edgar/data/1835256/000119312524126168/0001193125-24-126168-index.htm - M&A Transactions Duckhorn Portfolio, Inc. completed an acquisition involving Brown-Forman Corporation for approximately $50 million of cash and the issuance of 31,531,532 shares of Company common stock (closed 2024-04-30). - Action: acquisition - Counterparty: Brown-Forman Corporation - Consideration: approximately $50 million of cash and the issuance of 31,531,532 shares of Company common stock - Closing: 2024-04-30 source text: and under Item 5.01 is incorporated by reference into this Item 2.01. At the effective time of the Merger (the “ Effective Time ”), the Company issued and paid, as applicable, 31,531,532 shares of the Company’s common stock (the “ Share Consideration ”) and $49,614,448, equal to $50,000,000 as adjusted by certain adjustments set forth in the Merger Agreement, evidence_url: https://www.sec.gov/Archives/edgar/data/1835256/000119312524126168/0001193125-24-126168-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.