Form 4: Duckhorn Portfolio Executive Vice President Pete Przybylinski Disposes of Shares and Options Following Merger

Executive Vice President Pete Przybylinski of Duckhorn Portfolio, Inc. reports the disposal of shares and options following the company's merger, receiving $11.10 per share.

Summary

• Pete Przybylinski, Executive Vice President and Chief Sales Officer of Duckhorn Portfolio, Inc., has reported the disposal of his shares and stock options following the company's merger with Marlee Buyer, Inc.
• The merger, effective December 24, 2024, resulted in the cancellation of all outstanding shares of Duckhorn Portfolio, Inc. common stock, which were converted into the right to receive $11.10 per share in cash.
• Przybylinski disposed of 288,533 shares held directly and 36,817 shares held indirectly through a trust, both at a price of $11.10 per share.
• Additionally, 93,391 restricted stock units were converted into cash awards, with the amount determined by the merger consideration of $11.10 per share.
• Vested stock options were converted into cash payments based on the difference between the merger consideration and the exercise price, while unvested options were converted into contingent cash awards.
• The cash awards for unvested options and restricted stock units will vest and become payable at the same time as the original awards, with accelerated vesting upon termination without cause.

Sentiment

Score: 7

Explanation: The document is neutral in tone, reporting on the completion of a merger and the resulting transactions for an executive. It is a standard regulatory filing and does not indicate any positive or negative sentiment about the company's future.

Risks

• The document primarily reflects the completion of the merger and the resulting transactions for an executive, rather than highlighting any ongoing business risks.

Future Outlook

The document does not contain any forward-looking statements or guidance, as it primarily reports on the completion of a merger and the resulting transactions.

Management Comments

• The document includes a signature by Sean Sullivan as attorney-in-fact for Pete Przybylinski.

Industry Context

This filing is a standard SEC Form 4, which is required when company insiders trade securities. The merger of Duckhorn Portfolio is a significant event, and this filing reflects the impact of the merger on executive holdings.

Comparison to Industry Standards

• The merger consideration of $11.10 per share is a specific value determined by the merger agreement, and it is not directly comparable to industry benchmarks without further context on the valuation of similar companies.
• The treatment of stock options and restricted stock units in a merger is standard practice, with cash payments or contingent cash awards being common outcomes.

Stakeholder Impact

• Shareholders received $11.10 per share as a result of the merger.
• Employees with stock options and restricted stock units received cash payments or contingent cash awards based on the merger terms.

Key Dates

Keywords

Merger, Duckhorn Portfolio, Stock Options, Share Disposal, Executive Compensation, Form 4, Pete Przybylinski