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): ~~July~~February 229, ~~2025~~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 51.0701. ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

The ~~following~~disclosure ~~matters~~contained ~~were~~in ~~submitted~~Item to2.01 abelow ~~vote~~is ofincorporated ~~the~~into ~~stockholders~~this ofItem ~~the Crimson Wine Group, Ltd~~1.01 ~~(the~~by ~~“Company”) at the Annual Meeting of Stockholders of the Company held on July 22, 2025~~reference.

1Item 2. ~~Election~~01. Completion of ~~Directors~~Acquisition or Disposition of Assets.

~~Each~~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 ~~seven~~“Company”), ~~nominees~~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 ~~director~~the assets was ~~elected,~~approximately $35.2 million. The acquisition of the assets under the Asset Purchase Agreement was funded with cash on hand and borrowings under the ~~voting~~Company’s ~~results~~existing ~~are~~revolving ~~set~~credit ~~forth~~facility. ~~below:~~The Asset Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions.

Nominee	Votes For	Number of Shares Withheld	Broker Non-Votes
John D. Cumming	14,945,871	602,088	2,956,613
Annette D. Alvarez-Peters	14,976,406	571,553	2,956,613
Jennifer L. Locke	14,971,491	576,468	2,956,613
Avraham M. Neikrug	13,453,385	2,094,574	2,956,613
Colby A. Rollins	13,436,606	2,111,353	2,956,613
Joseph S. Steinberg	14,929,819	618,140	2,956,613
Luanne D. Tierney	13,453,186	2,094,773	2,956,613

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.

~~2. Ratification~~The foregoing description of ~~BPM~~the ~~LLP~~Asset asPurchase ~~the~~Agreement ~~independent~~does ~~registered~~not ~~public~~purport ~~accounting~~to ~~firm~~be ofcomplete ~~the~~and ~~Company~~is ~~for~~qualified in its entirety by reference to the ~~year~~full ~~ending~~text ~~December~~of 31the Asset Purchase Agreement, ~~2025~~a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

~~The~~Item ~~ratification~~7.01. Regulation ofFD ~~BPM LLP was approved, and the voting results are set forth below:~~Disclosure.

Votes For:			18,291,933
Votes Against:			64,187
Votes Abstained:			148,452

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.

3The information in this Item 7. ~~Approval~~01, ofincluding ~~the~~Exhibit ~~advisory~~99.1 ~~resolution~~attached ~~approving~~hereto, ~~the~~shall ~~compensation~~not be deemed “filed” for purposes of Section 18 of the ~~Company’s~~Securities ~~named~~Exchange ~~executive~~Act ~~officers~~of 1934, as amended (the “~~say-on-pay~~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.

~~The~~Item ~~advisory~~9.01. Financial ~~resolution~~Statements ~~on say-on-pay was approved,~~ and ~~the voting results are set forth below:~~Exhibits.

Votes For:			14,693,276
Votes Against:			766,158
Votes Abstained:			88,525
Broker Non-Votes:			2,956,613

(d) Exhibits.

4. The frequency of future advisory say-on-pay votes (“say-on-pay frequency”).


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 ~~stockholders~~schedules ofand exhibits to the Asset Purchase Agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company ~~voted~~hereby onundertakes ~~the~~to ~~frequency~~furnish copies of ~~future~~any ~~advisory~~of ~~say-on-pay~~the ~~votes~~omitted asschedules ~~set~~and ~~forth~~exhibits ~~below:~~to the Securities and Exchange Commission upon request.

1 Year:			2,637,315
2 Years:			11,808,536
3 Years:			130,381
Votes Abstained:			971,727
Broker Non-Votes:			2,956,613

Based on these results, and consistent with the Board’s recommendation, the Company will hold an advisory say-on-pay vote every two years until the next say-on-pay frequency vote.

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: ~~July~~February 239, ~~2025~~2026

CRIMSON WINE GROUP, LTD.

By: /s/ Adam D. Howell

Name: Adam D. Howell

Title: Chief Financial Officer

Filing Compare · Crimson Wine Group, Ltd