Indicate by check mark whether the registrant:registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒   No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b of the Exchange Act).  Yes  ☐    No   ☒ 

Based upon the closing sales price of the Registrant’s Common Stock as published by the OTC Market Service as of June 30, 2020,2023, the aggregate market value of the Registrant’s Common Stock held by non-affiliates was approximately $95,389,000$96,434,000 on that date.

As of April 9, 2021,March 8, 2024, there were 23,243,47620,872,565 outstanding shares of the Registrant’s Common Stock, par value $0.01 per share.

Unless the context indicates otherwise, the terms the “Company,” “Crimson,” “we,” “our” or “us” as used herein refer to Crimson Wine Group, Ltd. and its subsidiaries. Crimson was incorporated in 1991 under the laws of Delaware and has been conducting business since 1991. Prior to February 25, 2013, Crimson was a wholly-owned subsidiary of Jefferies Financial Group Inc. (formerly known as Leucadia National Corporation) (“Jefferies”). On February 1, 2013, Jefferies declared a pro rata dividend of all of the outstanding shares of Crimson’s common stock in a manner that was structured to qualify as a tax-free spin-off for U.S. federal income tax purposes (the “Distribution”). Jefferies’ common shareholders received one share of Crimson common stock for every ten common shares of Jefferies, with cash in lieu of fractional shares, on February 25, 2013.

Crimson is in the business of producing and selling luxury wines (i.e., wines that retail for over $16 per 750ml bottle). Crimson is headquartered in Napa, California and through its wholly-owned subsidiaries owns seven primary wine estates and brands: Pine Ridge Vineyards, Archery Summit, Chamisal Vineyards, Seghesio Family Vineyards, Double Canyon, Seven Hills Winery and Malene Wines.

TheCrimson produces wine Crimson makes comes from estate grown grapes as well as from grapes and bulk wine purchased under contract and on the spot-market. Ourspot market. Crimson’s business model is a combination of direct to consumer sales and wholesale distributor sales. References to cases of wine herein refer to nine-liter equivalent cases.

Our vision and essence are as follows:

To be uncompromising cultivators of the most interesting wine experiences. Using our four strategic pillars outlined below, we seek to be a little different;different and a lot better.

The following table summarizes the Company’s acreage as of December 31, 2020:2023:

Pine Ridge Vineyards was acquired in 1991 and has been conducting operations since 1978. Pine Ridge Vineyards owns acreage in five Napa Valley appellations-Stagsappellations—Stags Leap District, Rutherford, Oakville, Carneros and Howell Mountain. The winery at Pine Ridge Vineyards has a permitted annual wine production capacity of up to 285,000 gallons, which equates to approximately 120,000 cases of wine; however, current fermentation and processing capacity is limitedranges from approximately 60,000 to approximately 74,00065,000 cases without additional capital investment. The facility includes areas and equipment for crush, fermentation, aging and bottling processes, and also has a tasting room, hospitality center and administrative offices. Built into the hillside for wine barrel storage are approximately 34,000 square feet of underground caves with a capacity to store up to 5,000 barrels.  In addition, there are special event dining areas both indoors and outdoors as well as in the underground caves.

The Pine Ridge Vineyards estate business is focused primarily on the production of high quality Cabernet Sauvignon and Bordeaux-style blends sold by Crimson under the Pine Ridge Vineyards brand name. Pine Ridge Vineyards also produces Chenin Blanc + Viognier, which is sold by Crimson under the Pine Ridge brand name and is made from purchased grapes and bulk wine juice processed at a third party custom winemaking facilityfacilities with a contracted capacity of up to approximately 110,000200,000 cases for the 20202023 harvest year.

Archery Summit was created by Crimson in 1993. Archery Summit owns acreage in the Dundee Hills American Viticultural Area (“AVA”) of the Willamette Valley in Oregon. The winery at Archery Summit, situated on an estate vineyard known as Summit Vineyard, has a permitted annual wine production capacity of up to 50,000 gallons, which equates to approximately 21,000 cases of wine; however, current fermentation and processing capacity is limitedranges from approximately 16,000 to approximately 18,00021,000 cases. The facility includes areas and equipment for crush, fermentation, wine aging and storage, in addition to a tasting room, hospitality center and administrative offices. The facility has approximately 8,900 square feet of underground caves and a compact barrel room for wine barrel storage with a capacity to store over 750approximately 900 barrels. There are also special event dining areas indoors as well as in the underground caves. In 2023, Archery Summit completed the construction of its tasting room expansion project which added 1,800 square feet of space overlooking its estate vines and the Willamette Valley.

Archery Summit is focused primarily on producing estate grown, expressive single vineyard Pinot Noir and Chardonnay sold by Crimson under the Archery Summit brand name. Archery Summit also produces the Vireton Pinot Gris,brand, which is sold by Crimson under the Archery Summit brand name and is made primarily from purchased grapes.grapes from the Willamette Valley appellation.

Chamisal Vineyards was acquired in 2008 and has been conducting operations since 1973. The Chamisal Vineyard was the first vineyard planted in the Edna Valley in 1973. The winery at Chamisal has a permitted annual wine production capacity of up to 480,000 gallons, which equates to approximately 200,000 cases of wine; however, current fermentation and processing capacity isranges from approximately 68,000 cases.55,000 to 65,000 cases without additional capital investment. The facility includes areas and equipment for crush, fermentation, aging and bottling processes, as well as a tasting room, hospitality center and administrative offices. There are special event dining areas outdoors.

Chamisal is focused on producing benchmark Chardonnay and single vineyard Pinot Noir, which are all produced from top vineyards in the Central Coast includingand include both purchased and estate grown grapes. The wines are sold by Crimson under the Chamisal Vineyards brand name.

Seghesio Family Vineyards is focused on producing estate grown, world class Zinfandel and Italian varietal wines as well as a heritage Old Vine Zinfandel and Sonoma County Zinfandel produced from both purchased and estate grown grapes. The wines are sold by Crimson under the Seghesio Family Vineyards brand name.

Double Canyon vineyard land was acquired in 2005 in the Horse Heaven Hills appellation in Washington. Starting with the 2010 vintage, the vineyard produced the first wines bottled under the Double Canyon brand name. 

Double Canyon is focused on producing Cabernet Sauvignon from Washington State’s best appellations. Double Canyon launched the Horse Heaven Hills Cabernet Sauvignon nationally in 2016, expanded into more markets and channels across the U.S. in 2017 and continued to increase distribution in 2018. As part of our strategic initiatives targeted at supply chain management, Crimson completed its exit of the Double Canyon farming operations in January 2020 with the sale of its remaining 181 acres of land, 93 acres of which were planted with grapes. As a result, Double Canyon produces its wine from purchased grapes withunder long-term contracts in place for grapes from its formerly owned vineyard.contracts.

Seven Hills Winery was established in 1988 and acquired by Crimson in January 2016. Seven Hills owns acreage in the Walla Walla Valley, which includes some of the oldest and highest quality Bordeaux varietal plantings. This historic site, considered the original Seven Hills Winery estate acreage, was planted by the Seven Hills Winery founder and his father. Also included within the acreage are plantings in The Rocks District of Milton-Freewater, which is known for world class Rhone style wines. The winery facility has an annual permitted wine production capacity of up to 48,000 gallons, which equates to approximately 20,000 cases of wine; however, current fermentation and processing capacity isranges from approximately 11,000 cases.to 14,000 cases without additional capital investment. The winery and tasting room are located in downtown Walla Walla in the Crimson-owned historic Whitehouse-Crawford building. The 15,463 square-foot facility includes areas and equipment for crush, fermentation, aging, bottling processes, as well as a tasting room and administrative offices. There are indoor and outdoor special event dining areas.

In December 2016 the Company also acquired landSeven Hills Winery is focused on producing Cabernet Sauvignon, Merlot, and Sauvignon Blanc, which are produced from esteemed vineyards in the Walla Walla Valley for useand the Red Mountain appellations, from both estate grown and purchased grapes. The wines are sold by Seven Hills Winery. This land purchase encompassed approximately 108 acres of vineyards and apple orchards. Included in the 108 acres are 21 acres of some of the oldest and highest quality Bordeaux varietal plantings in the Walla Walla Valley. This historic site, considered the original Seven Hills Winery estate acres, was planted byCrimson under the Seven Hills Winery founder and his father. In addition, within the 108 acres are 14 acres in The Rocks District of Milton-Freewater, which is known for world class Rhone style wines. During 2017 and 2018, Seven Hills Winery replanted certain acres of the apple orchards into vineyards and removed the remaining orchards for either replanting to grapes or to sell off the land. In 2018, 36 acres of fallow land was listed in the market for sale that remained for sale at the end of 2020.

Malene Wines was created by Crimson in 2016 with the goal of creating America’s reference point premium Rosé with a sole focus on premium Rosé produced in the U.S. Malene Wines sources fruit from specific sites throughout the Central Coast intentionally farmed for world class Rosé winemaking. In 2017, utilizing fallow ground Crimson owns in the Edna Valley, we planted 5 estate acres to Grenache specifically dedicated for Malene Rosé. There are an additional 26 fallow acres in the Edna Valley that the Company could plant to further expand estate grapes for Malene Wines.

Malene Wines are sold by Crimson under its own brand name and are made from purchased grapes processed at CrimsonCrimson’s sister estate Chamisal Vineyards’ winemaking facility. In 2018,2023, Malene Wines moved its tasting experience to the MaleneChamisal Vineyards’ tasting room to extend tastings to seven days a week along with other enhanced benefits for members and guests.

Crimson focuses on brand expandeddevelopment and distribution to includeincrease revenues and profitability, which has included acquisitions of vineyards and wineries and the development of new brands with existing assets and the development of new direct sales outlets.

Crimson’s sales and marketing team coordinates the sales and distribution of its various brands, maintains domestic and export distributor relationships and oversees the timing and allocation of new releases. The sales team has employees in major markets in the U.S. and, where required, has brokers in certain domestic and international markets. Crimson’s wines which are featuredavailable through use of two Airstream travel trailers purchased to help promote the brandmany principal retail channels for premium table wines, including fine wine restaurants, hotels, specialty shops, supermarkets and club stores, in all states domestically, as well as cruise lines and over 30 countries throughout the country. In addition,world.

Crimson believes that the quality and locations of its wineries and tasting rooms help to create demand for its brands at the consumer level, which positively impacts sales to distributors as well. Crimson participates in 2018, Malene Wines created a homemany wine tasting and outdoor experienceother promotional events throughout the country in order to increase awareness and demand for its products. Many of Crimson’s brands are issued ratings or scores by local and national wine rating organizations, and higher scores will usually translate into greater demand and higher pricing.

As permitted under federal and local regulations, Crimson has increased its emphasis on direct sales to consumers, through wine clubs, the West Coast Airstream inwineries’ tasting rooms, and the Edna Valley whereEcommerce channel. During 2023, direct sales to consumers canrepresented 38% of net sales. Approximately 61% of the direct to consumer net sales were through wine clubs, 24% were through the wineries’ tasting rooms, special events and other sales, and 15% were through Ecommerce. Members typically join the Company’s wine clubclubs after visiting the Company’s tasting rooms at various facilities, signing up directly through the Company’s website, or after hearing about the Company’s wine clubs from other members. Crimson’s tasting rooms are located in popular tourist destinations that typically attract consumers interested in winemaking and gain accesstravel. Direct sales to consumers are more profitable for Crimson as it is able to sell its products at a fresh new seriesprice closer to retail prices rather than the wholesale price received from distributors; however, for certain direct sales offers, some of exclusive Rosés.the profit is offset by freight subsidies.

The markets for luxury products in the wine industry are intensely competitive. Crimson’s wines compete domestically and internationally with premium or higher quality wines produced in Europe, South America, South Africa, Australia and New Zealand, as well as in the United States. Crimson competes on the basis of quality, price, brand recognition and distribution capability, and the ultimate consumer has many choices of products from both domestic and international producers. As a result of the intense competition and how uncertain tariffs have been, and may continue to be, there is upward pressure on Crimson’s selling and promotional expenses. Many of Crimson’s competitors are significantly larger with greater financial, production, distribution and marketing resources. Measured in wine volume, the U.S. is dominated by three large wine companies with production largely based in California, representing approximatelygreater than 50% of the domestic U.S. case sales volume. Further, Crimson’s wines may be considered to compete with all alcoholic and nonalcoholic beverages.

Demand for luxury wines can rise and fall with general economic conditions. In 2020,The Company believes the key competitive factors in the luxury segment of the wine industry saware quality, price, brand recognition, and product supply. The Company believes it competes favorably with respect to each of these factors. The Company’s brands have received high ratings or scores by local and national wine rating organizations and believes its prices are competitive. Inventory availability is necessary to satisfy its demand and the Company bottled 475,000 cases in 2023, representing a continued shift in consumer purchasing behaviors towards Ecommerce channels, which was further accelerated due25% increase over 2022. With respect to brand recognition, the COVID-19 pandemic. Restaurants, bars,Company continues to develop its lifestyle branding through partnerships with complementary brands to

attract a larger audience and other hospitality locations were impacted by shutdownsstrengthen brand loyalty. Additionally, the Company continues to nurture relationships with its distributors and operating restrictions related to statetrade accounts, introduce new products, and local orders, negatively impacting On-Premise wine sales.reinforce brand engagement through various national promotions.

Wine production is also significantly affected by grape and bulk wine supply. Following a series of challenging harvest cycles in 2020 wasand 2021 due to historical wildfires and severe weather conditions, the Company has continued to make progress with its 2022 and 2023 harvests. Based on tons harvested per producing acre, the 2022 harvest yielded a historic wildfire season across California, Oregon,9% improvement from the year prior and Washington, which will negatively impact supply of the 2020 vintage2023 harvest yielded a 5% improvement over 2022. Despite these improvements, the multi-year yields are still trending below the Company’s historical averages and may cause upward pricing pressure on the bulk wine market duein addition to losses and smoke taint damages relatedincreased costs for grapes produced by the Company. Depending on the wine, the production cycle from harvest to the 2020 vintage.bottled sales is anywhere from one to three years.

Crimson’s wines are typically sold atSuggested retail price points for Crimson’s wines range from $16 to $250$395 per bottle; however, in the wholesale channel, which represented 85%90% and 87%89% of Crimson’s case volume in the years ended December 31, 20202023 and 2019,2022, respectively, the majority of volume is in the $16 to $30 suggested retail price range.

Crimson reports operating results in two segments: Wholesale and Direct to Consumer. These business segments reflect how the Company’s operations are evaluated by senior management and the structure of its internal financial reporting. Both financial and certain non-financial data are reported and evaluated to assist senior management with strategic planning. The Company evaluates performance based on the gross profit of the respective business segments. Selling expenses that can be directly attributable to the segment are included; however, centralized selling expenses and general and administrative expenses are not allocated between operating segments. Non-allocated expenses are reported under Other/Non-allocable which also includes revenues and expenses related to bulk wine and grape sales, event fees, tasting fees and non-wine retail sales. Therefore, net income information for the respective segments is not available. Based on the nature of the Company’s business, revenue generating assets are utilized across segments. Therefore,As a result, discrete financial information related to segment assets and other balance sheet data is not available and thatsuch information continues to be aggregated. Further information about segments, including net sales, cost of sales, gross profit (loss), directly attributable selling expenses, and contribution margin of the segments for the years ended December 31, 20202023 and 20192022 can be found in Note 1413 “Business Segment Information” to the consolidated financial statements.

Crimson controls approximately 759720 acres of vineyards in the Napa Valley, Sonoma County and Edna Valley in California, and the Willamette Valley, and The Rocks District, in Oregon, and the Walla Walla Valley across Washington andin Oregon. Approximately 593Of the approximate 604 acres of these vineyards that are planted.currently planted, 547 acres are producing. Crimson expects to continue vineyard development plans for non-producing acreage in California, Oregon and Washington properties. Newly planted vines take approximately three to five years to reach maturity and vineyards can be expected to have a useful life of at least 25 years before replanting ismay be necessary. Depending on the site, soil and water conditions and spacing, Crimson’s experience has been that it costs approximately $31,000 to $130,000 per acre over a three year period to develop open land into a vineyard capable of producing premium wine grapes, before taking into account the cost of the land. During 2020, the average cost per acre placed into service was approximately $66,000 per acre.

In 2020,2023, approximately 30%22% of Crimson’s total grape supply came from Crimson controlledCrimson-controlled vineyards. Crimson purchased the balance of its supply from approximately 4392 independent growers. The grower contracts range from one-year spot market purchases to intermediate and long term-agreements. During 2020, three growers2023, one grower represented 10%, 11%, and 14% of Crimson’s grape supply.

Winemaking and grape growing are subject to a variety of agricultural risks. Various diseases, pests, natural disasters and certain climate conditions can materially and adversely affect the quality and quantity of grapes available to Crimson, thereby materially and adversely affecting the supply of Crimson’s products and its profitability. Given the risks presented by climate conditions and extreme weather, Crimson regularly evaluates the potential and actual impacts of climate conditions and weather on its business and plans to disclose any related material impacts on the business. Along with various insurance policies currently in place, Crimson has made investments to improve its climate resilience and strives to effectively manage grape sourcing to help mitigate the impact of climate change and unforeseen natural disasters. During 2023, Crimson continued to complete upgrades to its facilities to improve water resilience and fire mitigation measures with plans to advance these initiatives through improvements of irrigation and water systems over the next several years.

The table below summarizes Crimson’s wine grape supply and production from the last two harvests:

The reduction2023 harvest produced a second consecutive cycle of improved yields with a 5% increase over the 2022 harvest. The Company maintained its level of purchase for grapes, bulk wine and bulk juice in estate grapes harvested was driven by efforts2023 to re-align supplysupplement increased bottlings and to demand, including the salebuild its selection of 181 acres in Klickitat County, Washington, as well as reduced yields related to the 2020 wildfires.wines and vintages available for sale.

The table below summarizes Crimson’s sales of grapes and bulk wine during the last two years:

Total cases shipped were approximately 343,000396,000 and 340,000410,000 for the years ended December 31, 20202023 and 2019,2022, respectively. Cases shipped are disclosed for informational purposes, butand do not necessarily correspond to the vintage year the grapes are grown and crushed. Depending on the wine, the production cycle to bottled sales is anywhere from one to three years.

Crimson’s winemaking philosophy includes the use of the latest industry winemaking advances to complement making wine in the traditional manner by starting with high quality fruit and handling it as gently and naturally as possible all the way to the bottle. Each of Crimson’s wineries is equipped with modern crush, fermentation and storage equipment as well as technology that is focused on producing the highest quality wines for each of the varietals it produces.

Wine production and sales are subject to extensive regulation by the United States Department of Treasury Alcohol and Tobacco Tax and Trade Bureau (“TTB”), state departments regulating alcohol production and sale in California, Oregon and Washington and other federal, state and federallocal governmental authorities that regulate interstate sales, licensing, trade and pricing practices, labeling, advertising and other activities. In addition, federal and state authorities require warning labels on beverages for sale or distribution in the United States containing 0.5% of alcohol by volume or higher. Restrictions or taxes imposed by government authorities on the sale of wine could increase the retail price of wine, which could have an adverse effect on demand for wine in general. New or revised regulations or increased licensing fees or excise taxes on wine, if enacted, could reduce demand for wine and have an adverse effect on Crimson’s business, negatively impacting Crimson’s results of operations and cash flows.

On January 1, 2018, the 2017 Craft Beverage Modernization Act ("CBMA"(“CBMA”) became effective as part of the Tax Cuts and Jobs Act (Public Law 115-97) and made extensive changes to the Internal Revenue Code of 1986 ("IRC"(“IRC”), including provisions related to alcohol that were administered by TTB favorably impacting the federal alcohol tax rate.  The federal alcohol tax rate changed effective January 1, 2018 through December 31, 2019. On December 20, 2019, the CBMA was extended through December 31, 2020, maintaining the reduced federal alcohol tax rates in place at the time. On December 27, 2020, the Taxpayer Certainty and Disaster Tax Act of 2020 was passed, which permanently extended the reduced tax rates and tax credits made available by the CBMA. The previous rate of $1.07 per gallon for wines with alcohol content at or below 14% has been

permanently modified to apply to wines with alcohol content at or below 16%. The previous tax rate of $1.57 per gallon for

The tax law also allows for certain volume production credits that the Company took which further decreases the Company’s excise tax liability.  The tax credit allows for a credit of $1.00 per gallon on the first 30,000 gallons, $.90 per gallon on 30,001 up to 130,000 gallons and $.535 per gallon on 130,001 up to 750,000 gallons, in each instance when the wine is removed from a producer’s bonded winery facility.

Crimson is also subject to a broad range of federal, state and statelocal regulatory requirements regarding its agricultural operations and practices. Crimson’s agricultural operations are subject to regulations governing the storage and use of fertilizers, fungicides, herbicides, pesticides, fuels, solvents and other chemicals. These regulations are subject to change and could have a significant impact on operating practices, chemical usage, and other aspects of Crimson’s business. The Company is strongly focused on environmental stewardship and maintains a variety of policies and processes designed to protect the environment, the public and the consumers of ourits wine. Crimson is an active member of the Porto Protocol, a nonprofit organization committed to mitigate the impact of climate change. In addition, many of the Company’s vineyards are certified sustainable through a number of organizations (California Sustainable Winegrowing Alliance, Napa Green, Low Input Viticulture and Enology, Sustainability in Practice, along with several others). Some examples of Crimson’s sustainable practices include waste reduction programs and resource preservation through a combination of electrical and water conservancy. In addition, the Company has formed a Carbon Neutral Council and has joined the International Wineries for Climate Action (“IWCA”), with commitments to minimize the Company’s carbon footprint. IWCA members follow science-based solutions to reduce their greenhouse gas (“GHG”) emissions and in 2022, Crimson’s GHG emissions inventory related to the 2021 fiscal year was audited and certified ISO 14064:3 by a third party. Consequently, Crimson has completed an unaudited GHG emissions inventory for its 2022 fiscal year. Crimson has also elected to join the United Nation Race to Zero campaign that requires Crimson to halve GHG emissions by 2030 and to achieve net zero emissions by 2050. Many of the expenses for protecting the environment are voluntary,voluntary; however, we arethe Company is regulated by various local, state and federal agencies regarding environmental laws where the costs of these laws and requirements of these agencies are effectively integrated into regular operations and do not cause significant negative impacts or costs.

There is a degree of seasonality in the growing cycles, procurement and transportation of grapes. The wine industry in general historically experiences seasonal fluctuations in revenues and net income. Typically, Crimson has lower sales and net income during the first quarter and higher sales and net income during the fourth quarter due to seasonal holiday buying as well as wine club shipment timing. Crimson expects these trends to continue.  

In addition to Crimson’s customer base and surrounding communities, the Company’s success is greatly dependent on its employees. As of December 31, 2020,2023, Crimson employed 160 regular,164 full-time, 42 part-time and 23 seasonal employees. Crimson also employs part-time and seasonal workers for its vineyard, production and hospitality operations. None of Crimson’s employees are represented by a collective bargaining unit and Crimson believes that its relationship with its employees is good.strong and in good standing.

Crimson prioritizes employee safety and welfare in order to retain and attract the best talent. Crimson offers quality benefit plans, employee development programs, competitive wages, and safety training courses so workersthat employees can avoid injury and remain prepared in the case of anfor unexpected emergency. Crimson is focused not only on the well-being of its employees but also the customers and communities that Crimson serves.emergencies.

Since the onsetThe health and safety of the COVID-19 pandemic, theCompany’s employees is a top priority. The Company’s Crisis Management Team, focused on deploying resourcescomposed of the Company’s executive officers and enacting proceduresother senior leaders, assesses and manages potential workplace risks relating to accommodate the needs and protect the health and safety. The Company supports employees with general safety, of its employees. Crimson quickly transitioned its office employees to a remote-work arrangement. Crimson provided equipment, systems,security, and resourcescrisis management training, and by putting specific programs in place for home connection to employees to facilitate this transition. In 2020, Crimson provided employeesthose working from home with a stipend to support home office needs. Crimsonin potentially high-hazard environments. For example, the Company has continually engaged with its peoplecontinued to support the physical and mental health of thememployees and their families by offering online wellness resources, webinars, and telehealth access. To ensure employee safety, the Crisis Management Team issued COVID-19The Company continues to maintain a set of operations guidelines to protect the health and safety of all employees, specifically to those working in the areas of production, vineyards, tasting rooms, support staff and the sales force. In addition, the Crisis Management Team encouraged employees to only travel for essential needs, suspending all business travel during certain periods and implemented reporting protocols in cases of personal travels.teams. The Company will continue to monitor public health announcements and government orders to accommodate additional changes as necessary.

Crimson maintains federal trademark registrations for its brands, proprietary products and certain logos, motifs and vineyard names. International trademark registrations are also maintained where it is appropriate to do so. Each of the United States trademark registrations is renewable indefinitely so long as the Company is making a bona fide usage of the trademark. The Company believes that its trademarks provide it with an important competitive advantage and has established a global network of attorneys, as well as branding, advertising and licensing professionals, to procure, maintain, protect, enhance and gain value from these registrations.

The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, the Company files periodic reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). Such reports, proxy statements and other information may be obtained by visiting the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549 or by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy, information statements and other information regarding the Company and other issuers that file electronically.

The Company’s website is http://www.crimsonwinegroup.com. The Company also makes available through its website, without charge, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those

reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such reports are filed with or furnished to the SEC. 

Statements in this Report may contain forward-looking statements that are subject to risks and uncertainties. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to current or historical facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “forecast,” “plan,” “intend,” “believe,” “may,” “should,” “would,” “could,” “likely,” and other words of similar expression.

Forward-looking statements give our expectations about the future and are not guarantees. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements to materially differ from any future results, performance and achievements expressed or implied by such forward-looking statements.  We caution you, therefore, not to rely on these forward-looking statements.

Factors that could cause actual results to differ materially from any results projected, forecasted, estimated or budgeted that may materially and adversely affect the Company’s actual results include, but are not limited to, those set forth in Item 1A. Risk Factors.Factors of this Report.

These forward-looking statements are applicable only as of the date hereof. Except as may be required by law, we undertake no obligation to modify or revise any forward-looking statements to reflect events or circumstances occurring after the date of this Report.

Our business is subject to a number of risks. You should carefully consider the following risk factors, together with all of the other information included or incorporated by reference in this Report, before you decide whether to purchase our common stock. The risks set out below are not the only risks we face. If any of the following risks occur, our business, financial condition and results of operations could be adversely affected. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment.

or wineries may be limited by present and future zoning ordinances, environmental restrictions and other legal requirements. In addition, new regulations or requirements or increases in excise taxes, income taxes, property and sales taxes or international tariffs, could affect our financial condition or results of operations. From time to time, many states consider proposals to increase, and some of these states have increased, state alcohol excise taxes. New or revised regulations or increased licensing fees, requirements or taxes could have a material adverse effect on our financial condition, results of operations or cash flows.

None.

Crimson’s vineyards and winemaking facilities are described in Item 1. In 2014, the Company entered into a lease agreement in Napa, California to lease approximately 13,200 square feetBusiness of space forthis Report, which is incorporated by reference. The Company’s corporate offices are located at its administrative offices. The lease commenced July 1, 2014 for a term expiring June 30, 2020. During 2019, the Company extended the lease agreement for the administrative offices for a term expiring June 30, 2022. During 2020, the Company relocated its administrative offices from the leased location at 2700 Napa Valley Corporate Drive, Suite B, Napa, California 94558 to its wholly-ownedwholly owned winery, Pine Ridge Vineyards, located at 5901 Silverado Trail, Napa, CA 94558. The Company is currently in negotiations with the lessor to reach an early lease termination agreement.

From timeThe information set forth under Note 14 “Commitments and Contingencies” to time, Crimson may be involvedthe Company’s consolidated financial statements included in legal proceedings in the ordinary coursePart IV, Item 15, Exhibits and Financial Statement Schedules, of its business. Crimsonthis Report is not currently involved in any legal or administrative proceedings individually or together that it believes are likely to have a significant adverse effect on its business, results of operations or financial condition.incorporated herein by reference.

Not applicable.

The Company’s common stock is traded in the over-the-counter market, OTCOver-The-Counter Market under the symbol “CWGL.” The Company’s common stock is not listed on any stock exchange, and price information for the common stock is not regularly quoted on any automated quotation system.

There have been no sales of unregistered securities by the Company withinduring the past year.fiscal year ended December 31, 2023.

The following table summarizes compensation plans under which ourthe Company’s equity securities are authorized for issuance as of December 31, 2020:2023:

The terms of equity compensation plans are described in Note 1110 “Stockholders’ Equity and Stock-Based Compensation” to the consolidated financial statements.statements included in Part IV, Item 15, Exhibits and Financial Statement Schedules, of this Report.

No dividends have been paid since the Distribution. The Company does not have a regular dividend policy and whether or not to pay dividends will be determined each year by our boardits Board of directors.Directors. The payment of dividends will also be subject to the terms and covenants contained in the Company’s revolving credit facility and term loan.loans.

Not required.

The purpose of this section is to discuss and analyze the Company’s consolidated financial condition, liquidity and capital resources and results of operations. This analysis should be read in conjunction with the consolidated financial statements, related disclosures and “Cautionary Statement for Forward-Looking Information,” which appear elsewhere in this Report.

The Company generates revenues from sales of wine to wholesalers and direct to consumers, sales of bulk wine and grapes, custom winemaking services, special event fees, tasting fees and other non-wine retail sales.sales such as merchandise (“non-wine sales”). 

OurThe Company’s wines are primarily sold to distributors, who then sell to retailers and restaurants. As permitted under federal, state and local regulations, we havethe Company has also been placing increased emphasis on generating revenue from direct sales to consumers which occur through wine clubs, at the wineries’ tasting rooms and through the internet and direct outreach to customers.Ecommerce channel. Direct sales to consumers are more profitable for the Company as we areit is able to sell ourits products at a price closer to retail prices rather than the wholesale price sold to distributors. From time to time, wethe Company may sell grapes or bulk wine because thesuch grapes or bulk wine does not meet the quality standards for the Company’sits products, market conditions have changed resulting in reduced demand for certain products, or because the Company may have produced more of a particular varietal than it can use. When these sales occur, they may result in a loss.

Cost of sales includes grape and bulk wine costs, whether purchased or produced from the Company’s controlled vineyards, crush costs, winemaking and processing costs, bottling, packaging, warehousing and shipping and handling costs. For the Company controlled vineyardCompany’s produced grapes, grape costs include annual farming labor costs, harvest costs and depreciation of vineyard assets. For wines that age longer than one year, winemaking and processing costs continue to be incurred and capitalized to the cost of wine, which can range from 3three to 36 months. Reductions to the carrying value of inventories are also included in costs of sales.

AtAs of December 31, 2020,2023, wine inventory includes approximately 0.70.8 million cases of bottled and bulk wine in various stages of the aging process. Cased wine is expected to be sold over the next 12 to 36 months and generally before the release date of the next vintage.

As discussed in Item 11. Business of this Form 10-K, the wine industry in general, historically experiences seasonal fluctuations in revenues and net income. The Company typically has lower net sales and net income during the first quarter and higher net sales and net income during the fourth quarter due to seasonal holiday buying as well as wine club shipment timing. We anticipateThe Company anticipates similar trends in the future.

The Company’s discussion and analysis of its financial condition and results of operations are based upon its consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”).  The preparation of these consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts in the financial statements and disclosures of contingent assets and liabilities. On an ongoing basis, the Company evaluates all of these estimates and assumptions. The following areas have been identified as critical accounting estimates because they have the potential to have a significant impact on the Company’s consolidated financial statements, and because they are based on assumptions which are used in the accounting records to reflect, at a specific point in time, events whose ultimate outcome will not be known until a later date. Actual results could differ from these estimates.

previously estimated, then the carrying value of the inventories may be requiredneed to be reduced, resulting in additional expense and reduced profitability. The Company’s inventory write-downs may consist of reductions to bottled or bulk wine inventory. Crop insurance proceeds from farming losses may be recorded as offsets against previously recognized write-downs. Inventory write-downs of $6.4$0.9 million and $2.0$1.4 million were recorded during the years ended December 31, 20202023 and 2019,2022, respectively. The majority of the increase in inventory write-downs for the 2020 period as compared to the 2019 period was related to the $3.5 million recognized for the 2020 vintage with smoke taint exposure from the 2020 wildfires.

The Company evaluates long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Long-lived assets consist primarily of property and equipment and intangible assets with definite lives. Circumstances that might cause the Company to evaluate its long-lived assets for impairment could include a significant decline in the prices the Company or the industry can charge for its products, which could be caused by general economic or other factors, changes in laws or regulations that make it difficult or more costly for the Company to distribute its products to its markets at prices which generate adequate returns, natural disasters, significant decrease in demand for the Company’s products or significant increase in the costs to manufacture the Company’s products.

Recoverability of long-lived assets is measured using a comparison of the carrying amount of an asset group to the fair value or future undiscounted net cash flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company groups its long-lived assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (or asset group). This would typically be at the property level which is discussed in theItem 1. Business section of this Form 10-K.

DuringThe Company recorded no impairment charges during the years ended December 31, 20202023 and 2019, the Company recorded impairment charges of $1.3 million and $2.2 million, respectively, to write-down the carrying value of a portion of construction in progress expenses no longer viable to the long-term project related to renovations of tasting rooms, right-of-use lease asset related to the relocation of our administrative offices, vineyards and apple orchards held for sale to fair value less cost to sell.2022.

In this section, we discuss the results of our operations for the year ended December 31, 20202023 compared to the year ended December 31, 2019. See2022. For a discussion of the year ended December 31, 2022 compared to the year ended December 31, 2021, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K/A10-K for the year ended December 31, 2019 for additional information on the restatement of previously issued consolidated financial statements.2022.

Wholesale net sales increased $0.8decreased $0.2 million, or 3%1%, in 20202023 as compared to 2019.2022, driven by a decrease in export wine sales of $0.6 million, partially offset by an increase in domestic wine sales of $0.4 million. The increasedecrease in export wine sales was primarily driven by increased domestic wine sales as well as decreased price support comparedreduced shipments to 2019, partially offset by decreased export wine sales to cruise and transportation segments and Asia.key markets. The increase in domestic wine sales was driven by increased consumer demand in Off-Premise locations and the timing of inventory fulfillment with new wholesale distributors,price increases partially offset by a decreasereduction in On-Premiseclose out sales duein the current year compared to COVID-19 containment measures.the prior year.

Direct to consumerConsumer net sales decreased $0.4$1.4 million, or 2%5%, in 20202023 as compared to 2019.2022. The decrease was primarily driven by reduced wine sold inlower sales through the Ecommerce and tasting rooms and during special events, as well as decreased wine club sales,room channels, partially offset by successful strategic Ecommerce offershigher sales through the wine clubs as compared to 2019. The decrease in wine sold in the tasting rooms is driven by the temporary closures of tasting rooms from March through June 2020 and again from November through December 2020 related to COVID-19 containment measures, reduced operating capacity due to COVID-19 containment measures, and temporary closures of tasting rooms related to poor air quality and extreme heat during the August and September 2020 wildfires in California and Oregon. Reduced wine sales from special events were due to cancellations of all special events from March 2020 through the end of the year. The decrease in wine club sales was driven by lower membership compared to 2019 and increased skipped club shipments, offered in lieu of cancellations, partially offset by increased order value of club shipments due to customizations. Overall, Direct to consumer cases sold increased compared to 2019, but net2022. Ecommerce sales decreased due to softening demand within the higherchannel when compared to the prior year. Sales through the tasting rooms decreased due to lower visitations across all tasting rooms with lower traffic in the first several months of the year attributable to changing consumer behavior and severe weather conditions. Wine club sales increased in the current period due to price support associated with Ecommerce sales.increases when compared to the prior year period.

Other net sales, which include bulk wine and grape sales, custom winemaking services, event fees, tasting fees and non-wine retail sales, decreased $3.4$0.2 million, or 47%5%, in 20202023 as compared to 2019.2022. The decrease was primarily driven by reduced eventlower sales of excess bulk wine partially offset by higher tasting fees and non-wine retail sales due to capacity limitations of tasting rooms and event cancellations as a result of COVID-19 containment measures, lower sales from custom winemaking services caused by a lower harvest year for many clients, as well as a decrease in grapes sold as compared to 2019.service revenues.

Direct to consumerConsumer gross profit decreased $1.8$0.7 million, or 10%4%, in 20202023 as compared to 2019. The decrease was2022 primarily driven by reduced wine solda reduction in theEcommerce and tasting rooms and during special events, partially offset by successful strategic Ecommerce offers compared to 2019. The negative impact on hospitality services was due to operating limitations as a result of COVID-19 containment measures and intermittent closures due to the poor air quality and extreme heat related to the 2020 wildfires in California and Oregon.room sales. Direct to consumerConsumer gross margin percentage decreased 560increased 80 basis points in 20202023 as compared to 2022, primarily driven by release of higher cost vintages on Direct to consumer labels and Ecommerce offers driving higher price support with a less favorable sales mix compared to 2019.increases.

Other“Other” includes a gross lossprofit (loss) on bulk wine and grape sales, custom winemaking services, event fees, and non-wine retail sales and increased $4.4 million, or 135%, in 2020 as compared to 2019. The increase in other gross loss is primarily driven by $3.5 million inventory write-downs related to the 2020 vintage grapes affected by smoke taint exposure, reduced eventtasting fees and non-wine retail sales due to the tasting rooms’ operating limitations and intermittent closures as discussed above

Other income, net, increased less than $0.1$2.7 million, or 9%653%, in 20202023 as compared to 2019. The increase was2022 primarily driven by a settlement payout for $1.9 million received from the discontinuationFire Victim Trust, formed in connection with PG&E Corporation and Pacific Gas and Electric Company’s joint plan of apple consignment sales, which yieldedreorganization under Chapter 11, related to the 2017 wildfires with the remainder due to increased investment income correlated with a loss,higher interest rate environment in 2019, partially offset by lower interest income and insurance proceeds received in 2020.2023.

OurThe Company’s income tax benefitprovision increased $1.0$0.8 million in 20202023 as compared to 2019.2022. The effective tax rate was 32.5%26.9% for 2020

The Company’s principal sources of liquidity are its available cash and cash equivalents, investments in available for sale securities, funds generated from operations and bank borrowings. The Company’s primary cash needs are to fund working capital requirements and capital expenditures. Despite the negative effects of COVID-19 on our business, theThe Company has maintained adequate liquidity to meet working capital requirements, fund capital expenditures, meet payroll, repay scheduled principal and interest payments on debt, and maintain compliance with debt covenants. The Company’s capital program is designed to operate within or near operating cash flow and may fluctuate with strategic initiatives and other factors impacting cash flow. After several consecutive years of managing its capital program within a range of operating cash flow, the Company increased capital investments in 2023 with tasting room upgrades, new technology, fermentation equipment, improved water-resilience projects, and several other key initiatives to support its growth strategies.

In response to the current macro-economic environment, we protected ourthe Company continued to protect its financial position and liquidity as evidenced by the following items: wethe Company managed ourboth operating expensesexpense and capital expenditure increases closely, and limited discretionary spending; reduced and/or deferred capital projects where prudent;spending, and actively managed ourits working capital, including supporting ourits business partners most impacted by the pandemic through extended terms and closely monitoring ourits customers’ solvency and our abilitycollectability. As a result, the Company believes that cash flows generated from operations and its cash, cash equivalents, and marketable securities balances, as well as its borrowing arrangements, will be sufficient to collectmeet its presently anticipated cash requirements for capital expenditures, working capital, debt obligations and other commitments during the next twelve months. For additional information regarding the Company’s debt obligations and purchase contracts, refer to Note 9 “Debt” and Note 14 “Commitments and Contingencies” included in Part IV, Item 15, Exhibits and Financial Statement Schedules, of this Report. Any projections of future cash needs and cash flows beyond the next twelve months are subject to risks and uncertainties as discussed within Item 1A. Risk Factors of this Report, but the Company believes cash flows generated from them; and held back plans for a share repurchase programoperations combined with its sources of liquidity as discussed above will be sufficient to preserve liquidity.meet its long-term cash requirements.

In March 2013, Crimson and its subsidiaries entered into a $60.0 million revolving credit facility (the “2013 Revolving“Revolving Credit Facility”) with American AgCredit, FLCA, as agent for the lenders identified in the 2013lenders. The Revolving Credit Facility is comprised of a revolving loan facility (the “Revolving Loan”) and a term revolving loan facility (the “Term Revolving Loan”), which together are secured by substantially all of Crimson’s assets. In March 2018, Crimson and its subsidiaries entered intoOn June 15, 2023, the secondCompany executed a fifth amendment to the 2013 Revolving Credit Facility with American AgCredit, FLCA (the “Second Amendment”). The Second Amendment modified certain provisionswhich extended the termination date of the 2013 Revolving Credit Facility, including, among other things, extending the Revolving Loan and Term Revolving Loan termination dates to March 31, 2023, extending the Term Revolving Loan conversion date to MarchMay 31, 2023 and extending2028 along with updates to other terms of the Term Revolving Loan maturity date to March 31, 2033.

TermThe Company’s term loans consist of the following:

(i) On November 10, 2015, Pine Ridge Winery, LLC (“PRW Borrower”), a wholly-owned subsidiary of Crimson, entered into a senior secured term loan agreement (the “2015 Term Loan”) with American AgCredit FLCA (“Lender”) for an aggregate principal amount of $16.0 million. Amounts outstanding under the 2015 Term Loan bear a fixed interest rate of 5.24% per annum.

(ii) On June 29, 2017, Double Canyon Vineyards, LLC (the “DCV Borrower” and, individually and collectively(collectively with the PRW Borrower, “Borrower”), a wholly-owned subsidiary of Crimson, entered into a senior secured term loan agreement (the “2017 Term Loan”) with the LenderAmerican AgCredit for an aggregate principal amount of $10.0 million. Amounts outstanding under the 2017 Term Loan bear a fixed interest rate of 5.39% per annum.

capital projects, and other general corporate purposes. As of December 31, 2020, $8.32023, $6.9 million in principal was outstanding on the 2017 Term Loan, and unamortized loan fees were less than $0.1 million.

Borrower’s obligations under the 2015 Term Loan and 2017 Term Loan are guaranteed by the Company. All obligations of Borrower under the 2015 Term Loan and 2017 Term Loan are collateralized by certain real property of the Company. Borrower’s covenants include the maintenance of a specified debt servicefixed charge coverage ratio and certain customary affirmative and negative covenants, including limitations on the incurrence of additional indebtedness;indebtedness, limitations on distributions to shareholders;stockholders, and restrictions on certain investments, the sale of assets, and merging or consolidating with other parties.

The following table summarizes ourthe Company’s cash flow activities for the years ended December 31, 20202023 and 20192022 (in thousands):

Net cash provided by operating activities was $3.6$7.5 million in 2019,2022, consisting primarily of $5.7$1.1 million of net lossincome adjusted for $11.8$9.7 million of non-cash items such as $8.9 million of depreciation and amortization, $2.2 million of impairment charges to adjust the cost of assets sold or held for sale, and $2.0 million from the loss of inventory write-offs, partially offset by an increase of $1.7 million benefit for income taxes. Additionally, there were $2.5$3.3 million of net cash outflows related to changes in operating assets and liabilities. Adjustments for non-cash items primarily consist of depreciation, amortization, loss on the write-down of inventory, deferred income taxes, stock-based compensation, and loss on disposal of property and equipment. The change in operating assets and liabilities was primarily due to an increase of $2.9 million in accounts receivable and a decrease of $2.4 million in accounts payable and accrued liabilities partially offset by a reduction of $2.8 millionand increase in inventory.inventory, accounts receivable, and other current assets.

Net cash used in investing activities was $6.4 million in 2022, consisting primarily of capital expenditures of $7.6 million, partially offset by capital expenditures of $3.1 million.

Net cash used in financing activities was $8.1 million in 2022, consisting of the repurchase of shares of the Company’s common stock at an aggregate purchase price of $7.0 million and contingent considerationthe principal payments on the Company’s 2015 and 2017 Term Loans of $0.1 million associated with the Seven Hills Winery acquisition.$1.1 million.

Not required.

Financial Statements and supplementary data required by this Item 8 are set forth at the pages indicated in Item 15(a) below.(i) of this Report.

None.

As of April 13, 2021,March 19, 2024, the directors and executive officers of the Company, their ages, the positions with the Company held by each of them, the periods during which they have served in such positions and a summary of their recent business experience is set forth below. Each of the biographies of the current directors listed below also contains information regarding such person’s service as a director, business experience, director positions with other public companies held currently or at any time during the past five years, and the experience, qualifications, attributes and skills that the Board of Directors considered in selecting each of them to serve as a director of the Company.

John D. Cumming, age 53,56. Mr. Cumming was elected as Chairman of Crimson in June 2015 after serving as a director of the Company since February 2013. Mr. Cumming is the Founder and Executive Chairman of POWDR Corp., a private ski resort and summer camp operating company. In addition to leading POWDR Corp., Mr. Cumming holds many positions in related fields, including Chairman of Snowbird Holdings LLC, Board Member of Thethe Cumming Family Foundation, Chairman of Cumming Investment Company, alsoCapital Management, formerly known as American Investment Company, Member of the investment committee of Teton Holdings Corporation CCS, Chairman of Outside TVCumming Trust Management and U.S. Ski & Snowboard Foundation Trustee. He is the Founder and Chairman Emeritus of The Park City Community Foundation, Chairman Emeritus of Outside TV and a founding shareholder of Mountain Hardwear.

Joseph S. Steinberg,Annette D. Alvarez-Peters, age 77,62, was elected as a director of the Company in February 2013. Mr. SteinbergMay 2021. She is the founder of annette a.p. Wine & Spirits Inc., a consultancy focused on business development and merchandising for the wine and spirits industry. Ms. Alvarez-Peters previously had a 37-year career with Costco Wholesale, including 25 years in the Beverage Alcohol Department, retiring as Assistant Vice President and General Merchandise Manager. A top leader in the industry, Ms. Alvarez-Peters has been a directorrecognized by M. Shanken Communications, publisher of HomeFed Corporation since August 1998Wine Spectator; Wine Business Monthly; Decanter; and ChairmanWine Enthusiast. She holds the Diploma Certification from the Wine & Spirits Education Trust and the Certified Wine Educator designation from the Society of the Board since December 1999. Mr. Steinberg is Chairman of the Board of Directors of Jefferies Financial Group Inc., and from January 1979 until March 1, 2013 served as President of Leucadia National Corporation (now Jefferies Financial Group Inc.). In July 2020, Mr. Steinberg joined the Board of Directors of Pershing Square Tontine Holdings Ltd. Mr. Steinberg has previously served on the Board of Spectrum Brands Holdings, Inc. in addition to being a former director of Mueller Industries, Inc. and Fortescue Metals Group Ltd. Mr. Steinberg has managerial and investing experience in a broad range of businesses. He also has experience serving on the boards and committees of both public and private companies.

Douglas M. Carlson, age 64,67, was elected as a director of the Company in March 2013. Mr. Carlson was electedappointed CEO of Good Idea, Inc. in January 2022. Good Idea produces the first functional beverage clinically proven to boost metabolism, harness natural energy and to help balance blood sugar. In addition, from August 2015 to June 2022, he served as CEO and Chairman of Tommy’s Superfoods, LLC in August 2015. Tommy's is in the frozen vegetables business and now a national brand in the U.S., with 14 different and creative seasoned blends of vegetables.LLC. From October 2013 to July 2015, Mr. Carlson was the Executive Vice President and Chief Marketing Officer of NOOK Media LLC, a subsidiary of Barnes & Noble, Inc. From April 2010 to September 2013, Mr. Carlson was Managing Partner of Rancho Valencia Resort & Spa, a tennis resort that includes fractional real estate. Prior to that, Mr. Carlson was Executive Chairman and Managing Director of Zinio, LLC and VIV Publishing, a digital publishing, retail and distribution platform for magazines, since 2005. Mr. Carlson co-founded FIJI Water Company LLC, Inc. in 1996 and served as its Chief Executive Officer from 1996 to 2005. Prior to joining FIJI, Mr. Carlson served as the Senior Vice President and Chief Financial Officer for The Aspen Skiing Company, from 1989 to 1996. Mr. Carlson has managerial and investing experience both within and outside the hospitality industry, as well as having been a certified public accountant.

Craig D. Williams,Avraham M. Neikrug, age 70,54, was elected as a director of the Company in MarchFebruary 2013. From January 2015 to May 2018, Mr. Williams wasNeikrug has been the Chief Winegrower & Chief Operating Officer at Crimson Wine Group. Prior toManaging Partner of Goldenhill Ventures, a private investment firm that specializes in buying and building businesses in partnership with management, since June 2011. Mr. Williams was the owner of Craig Williams Wine Company, a consulting business focused on winemaking and viticulture from 2008 to 2015. From 1976 to 2008, Mr. Williams held a variety of winemaking roles at Joseph Phelps Vineyards, rising to Senior Vice President of Winegrowing, responsible for all viticulture and winemaking activities, from 1999 to 2008. Mr. WilliamsNeikrug has managerial experience and investing experience in multiple aspectsa broad range of businesses through his founding and operating of JIR Inc., a company involved in the wine business.development of regional cable television throughout Russia, JIRP, a business-to-business internet service provider (ISP) based in Austria, and M&A Argentina, a private equity effort in Argentina. Avraham M. Neikrug’s father is a first cousin to Joseph S. Steinberg.

Colby A. Rollins, age 46,49, was elected as a director of the Company on April 25, 2018. Mr. Rollins is currently the Chief Operations OfficerManaging Director and Co-CEO of American Investment Company,Cumming Capital Management, a family-owned investment company with diversified holdings. Previously, he served as the Chief FinancialOperations Officer of American Investment CompanyCumming Capital Management from January 2009 to January 2011.December 2021. John D. Cumming, Chairman of Crimson Wine Group is also the Chairman of American Investment Company.Cumming Capital Management. Mr. Rollins served as a Director, Chief

Joseph S. Steinberg, age 80, was elected as a director of the Company in February 2013. Mr. Steinberg has been Chairman of the Board of Directors of Jefferies Financial Group, Inc. since its 2013 merger with Leucadia National Corporation, where he served as Director and President beginning in 1979. Prior to the merger, he served on the Board of Directors of Jefferies Group, Inc. for several years. Mr. Steinberg has represented Jefferies’ investments by serving on several boards, including the boards of directors of HomeFed Corporation until its merger with Jefferies Financial Group in 2019; HRG Group, Inc.; Spectrum Brands Holdings, Inc.; and Fidelity & Touche LLP.Guaranty Life. Recently, Mr. Steinberg served on the board of Pershing Square Tontine Holdings, Ltd. Mr. Steinberg is the Chairman of St. Ann’s Warehouse, a theater in DUMBO, Brooklyn, a Life Trustee of New York University, and Trustee of the National Film Preserve, the presenter of the Telluride Film Festival. A graduate of New York University in 1966 and the Harvard Business School in 1970, Mr. Steinberg previously served as a Peace Corps Volunteer in Jamaica, Wisconsin.

Luanne D. Tierney, age 57,60, was elected as a director of the Company on November 5, 2018. Ms. Tierney is currently the CMO of Betterworks.Chief Marketing Officer at Mission Cloud. Ms. Tierney is a Silicon Valley executive who has held executive positions at Cisco Systems, Juniper Networks,seasoned board director and Proofpoint.advisor with a broad depth of experience driving companies to best leverage technology, data, information, and the cloud in the digital age. Ms. Tierney has successfully builtover 25 years in leadership, marketing strategy roles, and led complex marketing organizationsdriving growth through partner ecosystems. Ms. Tierney has deep Go-To-Market and P&L experience navigating through multiple stages of growth, global expansion, leadership transitions, strategy development, planning, people, and change management. She is an active Board director and advisor for several Fortune 500both public and mid-market SaaSprivate companies. Ms. Tierney's efforts have gained wide recognition within the industry and she has garnered numerous awards and honors, including YWCA TWIN Executive Women Award, the PBWC Industry Leader Award, the Silicon Valley Women of Influence Award, among others. She has been featured in the Wall Street Journal, Huffington Post and Success Magazine,Tierney is a popular speaker at industry events, and a regular guest lecturer at Pepperdine Graziadio Business School.School of Business. She is active in multiple organizations that support and prepare women in technology to advance their careers. She is a frequent speaker for industry events, leadership panels, and in university courses.

Jennifer L. Locke, age 48,51, has served as Chief Executive Officer of Crimson since December 2019. Ms. Locke brings to the Company inspirational leadership skills and an industry-wide reputation for delivering results and leading high-performing teams in a collaborative and innovative style. Prior to joining Crimson, Ms. Locke was Senior Vice President of U.S. Luxury and Direct-to-Consumer Sales, Americas, at Treasury Wine Estates, (TWE), a publicly traded global wine company, based in Melbourne, Australia. A Northwest native, Ms. Locke previously was Director of National Wholesale, Export and Direct-to-Consumer Sales at Willakenzie Estate and was Pacific Senior Regional Sales Manager at Chalone Wine Group. She began her hospitality industry career more than 20 years ago as a wine buyer and training manager at several fine-dining restaurants in Seattle.

Karen L. Diepholz,Adam D. Howell, age 57,37, has served as Chief Financial Officer of Crimson since June 2018.December 2023. Prior to that, Ms. Diepholz served for three years as the Chief Financial Officer of Vintage Wine Estates, a privatelyjoining Crimson, Mr. Howell held wine company, where she led many aspects of the operations. From 2011 to 2014 Ms. Diepholz was the Vice President & Chief Financial Officer of Equinox Payments, a payment technology company, and from 2008 to 2011 the Vice President of Financial Planning and Analysis for Hypercom Corporation, a New York Stock Exchange listed global payment technology company. Ms. Diepholz also served as the Vice President, Corporate Controller at Fender Musical Instruments and spent her early career in the consumer products industry in a variety of financial and leadership roles since 2018 at The Dial Corporation, now Henkel U.S.Duckhorn Portfolio, Inc., a publicly traded luxury wine company, serving most recently as Senior Vice President, Finance and Accounting since December 2022. From May 2020 to December 2022, Mr. Howell’s responsibilities as Vice President, Finance included oversight of key areas including corporate finance, financial reporting, and tax. Mr. Howell is a Certified Public Accountant.

Nicolas M.E. Quillé, MW, age 48,51, has served as Chief Winemaking and Operations Officer since May 2018. Prior to that, Mr. Quillé previously was the General Manager and Head Winemaker of Banfi Vintners’ boutique portfolio of wineries in the Pacific Northwest. He spent the last 2930 years in a variety of winegrowing positions in both France and the United States. In addition to his role with Banfi, his U.S. experience includes winegrowing and management positions with Pacific Rim and Bonny Doon. Prior to moving to the United States, Mr. Quillé worked in Burgundy (Antonin Rodet and Domaine Prieur), Provence (Domaine de la Courtade), Champagne (Laurent Perrier) and Portugal (Taylor’s Port). Mr. Quillé is a member of the Institute of Masters of Wine.

The Compensation Committee makes all decisions regarding executive officer compensation. The Compensation Committee periodically reviews the elements of compensation for executive officers and, subject to any existing employment agreements, sets each element of compensation for the Chief Executive Officer and the other executive officers, including annual base salary and annual incentive bonus.

In December 2019, option grants for 89,000 shares were issued. The options vest annually over five years, expire in seven years and have an exercise price of $6.87, the market value at the date of grant. As of December 31, 2020, all 89,0002023, a total of 1,158,000 shares of option grants were issued and remained outstanding with no additional164,000 shares of option grants being either forfeited or stock activities related to exercises or expirationsexpired during the year. There were zero exercises of vested shares of option grants during 2023. As of December 31, 2020, 17,8002023, 175,700 shares of option grants vested and are exercisable.

The following table shows, for fiscal years 20202023 and 2019,2022, all of the compensation earned by, awarded to or paid to ourthe Company’s named executive officers (as defined by Item 402(m)(2) of Regulation S-K).

The information below describes and quantifies certain compensation that would become payable under each named executive officer’s employment agreement if, as of December 31, 2020,2023, their employment had been terminated (including termination in connection with a change in control). Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event.

award of stock options to purchase 89,000 shares of the Company’s common stock are subject to full acceleration of vesting upon the occurrence of certain events, including: (i) a Change of Control (as defined in the Company’s 20132022 Omnibus Incentive Plan); (ii) the termination of employment by the Company without Cause, and (iii) the termination of employment by her for Good Reason.

The Company does not have a formal compensation plan for any of its employees. Annually, the Compensation Committee will consider making incentive compensation awards that are purely discretionary, taking into account the employee’s individual performance as well as the Company’s performance for the particular year. Accordingly, the Company believes that its compensation policies do not reward employees for imprudent risk taking.

Set forth below is certain information as of April 9, 2021,March 8, 2024, with respect to the beneficial ownership of common shares, determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, by (1) each person who, to ourthe Company’s knowledge, is the beneficial owner of more than 5%five percent of ourthe total outstanding common shares, which is ourthe Company’s only class of voting securities, (2) each director, (3) each of the named executive officers namedincluded in the Summary Compensation Table under “Executive Compensation,” (4) charitable foundations established by ourits directors and (5) all of ourits current executive officers and directors as a group. The percentage ownership information under the column entitled “Percent of Class” is based on 23,243,47620,872,565 shares of common stock outstanding as of April 9, 2021.March 8, 2024. Unless otherwise stated, (i) the business address of each person listed is c/o Crimson Wine Group, 5901 Silverado Trail, Napa, CA 94558 and (ii) each person and entity listed has sole voting power and sole dispositive power with respect to the shares indicated as beneficially owned.