This notice of written consent and information statement are being furnished to the holders of common stock, par value $0.01 per share (“Company Common Stock”), of The Duckhorn Portfolio, Inc., a Delaware corporation (the “Company”), in connection with the Agreement and Plan of Merger, dated as of November 16, 2023 (the “Merger Agreement”), by and among (i) the Company, (ii) Auguste Merger Sub, Inc., a California corporation and an indirect wholly owned subsidiary of the Company (“Sub”), (iii) Brown-Forman Corporation, a Delaware corporation (“Brown-Forman”) and (iv) Sonoma-Cutrer Vineyards, Inc., a California corporation and a wholly owned subsidiary of Brown-Forman (“Sonoma-Cutrer”), a copy of which is attached as Annex A to this information statement. The parties intend to effect the merger of Sub with and into Sonoma-Cutrer with Sonoma-Cutrer continuing as the surviving corporation and a wholly owned subsidiary of the Company (the “Merger”), on the terms and subject to the conditions set forth in the Merger Agreement.

The Board of Directors of the Company (the “Board of Directors” or “Board”) has (a) approved and adopted the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, including (i) (x) the issuance of 31,531,532 shares of Company Common Stock to Brown-Forman (subject to any adjustment contemplated by the Merger Agreement, the “Share Issuance”) and (y) the payment of $50,000,000 in cash to Brown-Forman (subject to any adjustment as contemplated by the Merger Agreement), in each case as consideration pursuant to the Merger and the other transactions contemplated by the Merger Agreement as contemplated by the Merger Agreement, (ii) the Second Amended and Restated Certificate of Incorporation of the Company (the “Charter Amendment”) and (iii) the Amended and Restated Bylaws of the Company (the “Bylaws Amendment”), and (b) recommended that the stockholders of the Company approve the Share Issuance and the Charter Amendment, in each case in accordance with the General Corporation Law of the State of Delaware (the “Delaware Code”), as applicable.

The Company is subject to Section 312.03(c) of the New York Stock Exchange (“NYSE”) Listed Company Manual, which requires stockholder approval prior to the issuance of common stock in any transaction if the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock. The number of shares of Company Common Stock to be issued to Brown-Forman as consideration for the Merger and the other transactions contemplated by the Merger Agreement is expected to exceed 20% of the number of shares of Company Common Stock outstanding before the issuance. Therefore, under Section 312.03(c) of the NYSE Listed Company Manual, stockholder approval of the Share Issuance is required. In addition, Section 242 of the Delaware Code requires stockholder approval of the Charter Amendment.

On November 16, 2023, following the execution of the Merger Agreement, (i) stockholders holding a majority of the issued and outstanding shares of Company Common Stock delivered a written consent in accordance with Section 228 of the Delaware Code approving the Share Issuance and the Charter Amendment, constituting the stockholder approval or consent required for purposes of Section 312.03(c) of the NYSE Listed Company Manual, Section 242 of the Delaware Code and the Company’s existing organizational documents, as applicable (the “Written Consent”) and (ii) the Company delivered a written consent in its capacity as the sole shareholder of Sub approving and adopting the Merger Agreement in accordance with the Corporations Code of

the State of California (the “California Code”) and the organizational documents of Sub (the “Sub Written Consent”). As a result, no further action by any other stockholder of the Company is required under applicable law or the Merger Agreement (or otherwise) to adopt or effectuate the Merger or any other transaction contemplated by the Merger Agreement, and the Company is not, and will neither be, soliciting your vote for or consent to the adoption of the Merger, the Merger Agreement or any of the transactions contemplated thereby, nor calling a stockholders’ meeting for purposes of voting on the adoption thereof.

This notice and the accompanying information statement shall constitute notice, pursuant to Section 228(e) of the Delaware Code, to the persons who have not consented in writing to the actions set forth in the Written Consent and who, if the actions had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been November 15, 2023.

We urge you to read the entire information statement carefully.

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the fairness of the Merger or passed upon the adequacy or accuracy of the disclosures in this notice or the accompanying information statement. Any representation to the contrary is a criminal offense.

This information statement is dated [ ], 2024 and is first being mailed to stockholders of record as of the close of business on November 15, 2023 on or about [ ], 2024.

The following questions and answers are intended to briefly address commonly asked questions as they pertain to the Merger Agreement and the Merger. These questions and answers may not address all questions that may be important to you as a Company stockholder. Please refer to the “Summary” beginning on page 1 and the more detailed information contained elsewhere in this information statement, the annexes to this information statement and the documents referred to or incorporated by reference into this information statement, each of which you should read carefully. You may obtain additional information, which is incorporated by reference into this information statement, without charge by following the instructions in “Where You Can Find More Information” beginning on page 46.

This information statement, the documents to which we refer you in this information statement, and other materials filed or to be filed by us with the SEC contain statements that are or may be considered to be, forward-looking statements including, without limitation, statements about plans, objectives and strategies, growth opportunities in the Company’s industries and businesses, its expectations regarding future results, financial condition, liquidity and capital requirements, estimates regarding the impact of regulatory developments and legal proceedings, and other trends and projections, such statements which are subject to the “safe harbor” created by Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies and other future conditions. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “contemplate” and other similar expressions, although not all forward-looking statements contain these identifying words. Important factors that could cause actual results and events to differ materially from those indicated in the forward-looking statements include, among others, the following:

We believe that the assumptions on which our forward-looking statements are based are reasonable. However, the actual results or developments we anticipate may not be realized or, if realized, they may not have the expected effects on our business or operations. All subsequent written and oral forward-looking statements concerning the Merger or other matters addressed in this information statement and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Forward-looking statements speak only as of the date of this information statement, or the date of any document incorporated by reference in this document. Except as required by applicable law or regulation, we do not undertake to release the results of any revisions of these forward-looking statements to reflect future events or circumstances.

We have incurred and expect to incur a number of non-recurring costs associated with the Merger and related transactions. These costs include legal, financial advisory, accounting, consulting and other advisory fees, closing, integration and other related costs. Some of these costs are payable regardless of whether the Merger is completed.

In addition, the Company has taken on additional debt and related interest expenses in relation to the Merger which could, in conjunction with the Share Issuance, result in a reduction in our earnings per share or other financial results. In turn, if the financial performance of the Company, as supplemented by that of Sonoma-Cutrer, does not meet our expectations, it may make it more difficult for us to satisfy our debt obligations.

To realize the anticipated benefits from the Merger, the Company must successfully integrate and combine its business with that of Sonoma-Cutrer. If the Company is not able to successfully achieve these objectives within the anticipated timeframe or to the extent anticipated, the anticipated benefits of the Merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual benefits of the Merger could be less than anticipated, and integration may result in additional unforeseen expenses and shed light on previously unknown risks and uncertainties, including those related to controlling exposure to unknown liabilities.

In addition, the Company and Sonoma-Cutrer have operated and, until the completion of the Merger, must continue to operate, independently. It is possible that the integration process could result in the loss of one or more key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect each company’s ability to maintain relationships with key accounts, suppliers, customers, employees, and other parties relevant to the success of each business or to achieve the anticipated benefits of the Merger, including anticipated cost savings, growth opportunities, and other potential synergies. Integration efforts between the companies may also divert management attention and resources. These integration matters could have an adverse effect on the Company during this transition period and for an undetermined period after completion of the Merger.

The unaudited pro forma financial information in this information statement is presented for illustrative purposes only and is not necessarily indicative of what the Company’s actual financial condition or results of operations would have been had the Merger been completed on the dates indicated. The unaudited pro forma financial information reflects adjustments, which are based upon preliminary estimates, to, among other things, record the identifiable Sonoma-Cutrer assets acquired and liabilities assumed at fair value, and to record the resulting goodwill recognized. The fair value estimates reflected in this information statement are preliminary, and final amounts will be based upon the actual consideration paid and the fair value of the assets and liabilities of Sonoma-Cutrer as of the date of the completion of the Merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this information statement. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” in Annex H of this information statement.

If the Merger is not completed for any reason, there may be various adverse consequences and the Company may experience negative reactions from the financial markets and from our key accounts, suppliers, customers or employees. Additionally, if the Merger Agreement is terminated, the market price of our securities could decline

to the extent that current market prices reflect a market assumption that the Merger will be beneficial and will be completed. We also could be subject to litigation related to any failure to complete the Merger or to perform our obligations under the Merger Agreement.

Uncertainty about the effects of the Merger may have an adverse effect on the Company or Sonoma-Cutrer. These uncertainties may impair Sonoma-Cutrer’s and our ability to attract, retain and motivate key personnel until the Merger is completed, and could cause third parties that deal with Sonoma-Cutrer or the Company to seek to change existing business relationships, any of which could materially adversely impact our operations.

The Merger Agreement is subject to a number of conditions that must be fulfilled in order to complete the Merger. Those conditions include, among others: (i) no governmental authority having enacted, issued, promulgated, enforced or entered any law or any injunction, decree or order (whether temporary, preliminary or permanent) that is then in effect and that enjoins, restrains, makes illegal or otherwise prohibits the consummation of the transactions contemplated by the Merger Agreement or any of the Ancillary Agreements (as defined in this information statement); (ii) any applicable waiting period (and any extension thereof) under the HSR Act relating to the transactions contemplated by the Merger Agreement, as well as any agreement not to close embodied in a “timing agreement” between the parties and a governmental authority, having expired or been terminated; (iii) the affirmative vote of the holders of a majority of the shares of Company Common Stock approving the Share Issuance and the Charter Amendment having been validly obtained under the Delaware Code and the Company’s organizational documents; (iv) this information statement having been mailed to the Company’s stockholders at least 20 business days prior to the Closing Date; (v) the shares of Company Common Stock issuable to Brown-Forman having been approved for listing on the NYSE, subject to official notice of issuance; (vi) subject to specified materiality standards, the accuracy of certain representations and warranties of the parties; (vii) compliance by the parties in all material respects with their respective obligations under the Merger Agreement; (viii) the delivery of an officer’s closing certificate by each of Brown-Forman, Sub and the Company; and (ix) the absence of a material adverse effect with respect to Sonoma-Cutrer.

Many of the conditions to consummation of the Merger are not within any of the Company’s, Brown-Forman’s or Sonoma-Cutrer’s control, and we cannot predict when, or if, these conditions will be satisfied. There can be no assurance as to when, or if, the conditions to Closing will be satisfied or waived or that other events will not intervene to delay or result in the termination of the Merger. If any of these conditions are not satisfied or waived prior to November 16, 2024, it is possible that the Merger Agreement may be terminated. See the section titled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 39 for more information. Even after the expiration of the waiting period under the HSR Act, the United States Federal Trade Commission (“FTC”) or the United States Department of Justice (“DOJ”) or other applicable antitrust regulators could take action under applicable law to prevent or unwind the Merger, require the divestiture of assets, impose conditions on the consummation of the Merger or require changes to the terms of the Merger or Merger Agreement. Additionally, state attorneys general could seek to block or challenge the Merger as they deem necessary or desirable in the public interest at any time, including after consummation of the Merger. In addition, in some circumstances, a third party could initiate a private action under applicable antitrust laws challenging or seeking to enjoin the Merger, before or after it is consummated.

See the section titled “The Merger Agreement—Conditions to Closing” beginning on page 37 of this information statement for a more detailed description of these closing conditions.

Our management will make significant accounting judgments and estimates related to the application of acquisition accounting of the Merger under Generally Accepted Accounting Principles (“GAAP”), as well as the underlying valuation models. Our business, operating results and financial condition could be materially adversely impacted in future periods if the accounting judgments and estimates prove to be inaccurate.

The Share Issuance consists of 31,531,532 shares of Company Common Stock, which is expected to be approximately 21% of the Company Common Stock issued and outstanding as of the Closing Date, and will result in a significant, immediate dilution to the Company’s stockholders and may cause the trading price of the Company’s securities to decline. Additionally, the dilution caused by the Share Issuance could, among other things, limit the ability of the Company’s current stockholders to influence management of the Company following the Merger.

Certain contracts entered into by Sonoma-Cutrer contain change in control or other provisions that may be triggered as a result of the Merger. If the counterparties to such agreements do not consent to the Merger or waive such provisions, the counterparties may have the ability to exercise certain rights (including termination rights), resulting in the Surviving Corporation incurring liabilities as a consequence of breaching such agreements, or causing the Surviving Corporation to lose the benefit of such agreements or incur costs in seeking replacement agreements. Even if Sonoma-Cutrer and the Company are able to obtain consents or negotiate waivers, the counterparties may require consideration for granting such consents or waivers or seek to renegotiate the agreements on terms less favorable to Sonoma-Cutrer and the Surviving Corporation.

For information about the Company and its subsidiaries’ operations and financial condition, see (i) the audited consolidated financial statements of the Company for the fiscal years ended July 31, 2023 and 2022 and the related notes thereto, which appear in its Annual Report on Form 10-K for the year ended July 31, 2023, a copy of which is incorporated by reference into this information statement, (ii) the unaudited consolidated financial statements of the Company for the three months ended October 31, 2023 and 2022 and the three and six months ended January 31, 2024 and 2023, which appear in its Quarterly Reports on Form 10-Q for the quarters ended October 31, 2023 and January 31, 2024, respectively, which are incorporated by reference herein, and (iii) the unaudited pro forma condensed combined financial information, and the related notes thereto, of the Company as of and for the six months ended January 31, 2024 and for the fiscal year ended July 31, 2023, which are attached hereto as Annex H. For management’s discussion and analysis of financial condition and results of operations of the Company, please refer to the section titled “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in the same Annual Report on Form 10-K and the section titled “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the same Quarterly Report on Form 10-Q, which disclosure is incorporated by reference herein.

For information about Sonoma-Cutrer’s operations and financial condition, see (i) the audited combined financial statements of Sonoma-Cutrer for the fiscal year ended April 30, 2023 and the related notes thereto, the unaudited combined financial statements of Sonoma-Cutrer for the fiscal years ended April 30, 2022 and 2021 and the related notes thereto, and the unaudited condensed combined financial statements of Sonoma-Cutrer for the nine months ended January 31, 2024 and 2023, which are attached hereto as Annex G, and (ii) the unaudited pro forma condensed combined financial information, and the related notes thereto, of the Company as of and for the six months ended January 31, 2024 and for the fiscal year ended July 31, 2023, which are attached hereto as Annex H.

The following discussion and analysis summarize the significant factors affecting the combined operating results, financial condition, liquidity, capital resources and cash flows of Sonoma-Cutrer as of and for the periods presented below. The following discussion and analysis should be read in conjunction with Sonoma-Cutrer’s financial statements, and the related notes thereto included elsewhere in this information statement, in addition to the sections entitled “Risk Factors Related to the Merger and Merger Agreement” and “Cautionary Note Regarding Forward-Looking Statements.”

Sonoma-Cutrer is a California-based wine producer, best-known for its luxury Chardonnay, which primarily sells its wines at retail price points ranging from $20 to $70 per bottle. Sonoma-Cutrer owns six estate vineyards spanning 1,121 acres in both the Russian River Valley and Sonoma Coast appellations. It sells its luxury wine across the U.S. through distributors and directly to consumers.

Net sales predominantly reflect the sales of bottled wine products. Sonoma-Cutrer sells these products under contracts with different types of customers, depending on the market. The customer is most often a distributor, wholesaler, or retailer. Net sales exclude taxes Sonoma-Cutrer collects from customers that are imposed by various governments on its sales, and are reduced by payments to customers unless made in exchange for distinct goods or services with fair values approximating the payments. Net sales include any amounts Sonoma-Cutrer bills customers for shipping and handling activities related to the products. Sonoma-Cutrer recognizes the cost of those activities in cost of sales during the same period in which it recognizes the related net sales.

Cost of sales includes the costs of producing, bottling, packaging, warehousing, insuring, and shipping goods sold during the period.

Advertising costs include the cost of advertising Sonoma-Cutrer’s wine products. The production costs of advertising are expensed when the advertising first takes place. All other advertising costs are expensed during the year in which the costs are incurred.

Selling, general and administrative expenses include the costs associated with Sonoma-Cutrer’s sales force, administrative staff and facilities, and other expenses related to non-manufacturing functions.

Other expense (income), net, includes certain expenses associated with the Sonoma-Cutrer visitor’s center, losses (gains) on sale of fixed assets, and miscellaneous other items.

The annual provision for income taxes is based on the pre-tax income reflected in the Combined Statement of Operations. Sonoma-Cutrer establishes deferred tax liabilities or assets for temporary differences between GAAP and tax reporting bases and later adjusts them to reflect changes in tax rates expected to be in effect when the temporary differences reverse. A valuation allowance is recorded as necessary to reduce a deferred tax asset to the amount that management believes is more likely than not to be realized.

The following table sets forth our results of operations for the periods presented and expresses the relationship of each line item. The table below should be read in conjunction with the corresponding discussion and our annual combined financial statements, our unaudited condensed combined interim financial statements and related footnotes.

Net sales for the nine months ended January 31, 2024 increased by $5.7 million, or 8.9%, compared to the nine months ended January 31, 2023. The increase was primarily driven by higher volumes in the United States.

Cost of sales for the nine months ended January 31, 2024 decreased by $0.9 million, or 2.7%, compared to the nine months ended January 31, 2023. The decrease was primarily driven by lower input costs, partially offset by higher volumes.

Advertising expenses for the nine months ended January 31, 2024 decreased by $0.3 million, or 12.6%, compared to the nine months ended January 31, 2023. The decrease was primarily driven by lower investment in advertising in the United States.

Selling, general and administrative expenses for the nine months ended January 31, 2024 increased by $1.6 million, or 19.8%, compared to the nine months ended January 31, 2023. The increase was primarily driven by higher corporate indirect cost allocation.

Other expense (income), net for the nine months ended January 31, 2024 was $0.5 million and for the nine months ended January 31, 2023 was $0.4 million.

Non-operating postretirement expense for the nine months ended January 31, 2024 was immaterial and for the nine months ended January 31, 2023 was $0.4 million.

Income tax expense for the nine months ended January 31, 2024 increased by $1.4 million, or 31.3%, compared to the nine months ended January 31, 2023. The increase was primarily driven by the change in operating income.

Net sales for the year ended April 30, 2023 increased by $9.4 million, or 11.5%, compared to the year ended April 30, 2022. The increase was primarily driven by higher volumes in the United States.

Cost of sales for the year ended April 30, 2023 increased by $2.7 million, or 6.0%, compared to the year ended April 30, 2022. The increase was primarily driven by volume growth during the period.

Advertising expenses for the year ended April 30, 2023 increased by $0.4 million, or 13.8%, compared to the year ended April 30, 2022. The increase was primarily driven by higher investment in advertising in the United States in the period.

Selling, general and administrative expenses for the year ended April 30, 2023 increased by $2.0 million, or 20.9%, compared to the year ended April 30, 2022. The increase was primarily driven by higher corporate indirect cost allocation.

Other expense, net for the year ended April 30, 2023 was $0.6 million and for the year ended April 30, 2022 was $0.1 million.

Non-operating postretirement expense for the year ended April 30, 2023 was $0.5 million and for the year ended April 30, 2022 was $0.2 million.

Income tax expense for the year ended April 30, 2023 increased by $0.8 million, or 14.8%, compared to the year ended April 30, 2022. The increase was primarily driven by the change in operating income.

Net sales for the year ended April 30, 2022 increased by $7.8 million, or 10.6%, compared to the year ended April 30, 2021. The increase was primarily driven by higher volumes in the United States, partially offset by declines in bulk wine sales.

Cost of sales for the year ended April 30, 2022 increased by $2.9 million, or 6.7%, compared to the year ended April 30, 2021. The increase was primarily driven by volume growth during the period.

Advertising expenses for the year ended April 30, 2022 increased by $0.4 million, or 16.3%, compared to the year ended April 30, 2021. The increase was primarily driven by higher investment in advertising in the United States in the period.

Selling, general and administrative expenses for the year ended April 30, 2022 increased by $1.9 million, or 24.8%, compared to the year ended April 30, 2021. The increase was primarily driven by higher direct costs for Sonoma-Cutrer Vineyards, Inc.

Other expense, net for the year ended April 30, 2022 was $0.1 million and for the year ended April 30, 2021 was $0.1 million.

Non-operating postretirement expense for the year ended April 30, 2022 was $0.2 million and for the year ended April 30, 2021 was $0.1 million.

Income tax expense for the year ended April 30, 2022 increased by $0.7 million, or 14.5%, compared to the year ended April 30, 2021. The increase was primarily driven by the change in operating income and higher state taxes in the period.

The principal sources of liquidity to date include cash provided by operating activities and investments from Brown-Forman. The cash generated by Sonoma-Cutrer’s operating activities, along with cash on hand, are sufficient to meet Sonoma-Cutrer’s projected operating expenses and obligations as they arise for at least the next twelve months. Following the closing of the Merger, Sonoma-Cutrer may rely on Duckhorn’s existing liquidity and capital resources.

The following table presents a summary of Sonoma-Cutrer’s cash flows for the periods presented:

Operating activities provided $10.6 million and $16.0 million of cash for the nine months ended January 31, 2024 and 2023, respectively. Key drivers included a $11.5 million change in inventory increases for the nine months ended January 31, 2024 compared to the nine months ended January 31, 2023, partially offset by an increase of $4.3 million in net income for the same period.

Operating activities provided $28.4 million, $27.6 million and $22.8 million of cash for the years ended April 30, 2023, 2022 and 2021, respectively. Key drivers included an increase in net income of $2.7 million and $1.8 million between the years ended April 30, 2023 and 2022 and between the years ended April 30, 2022 and 2021, respectively; the differences between the increase in accounts receivable for the years ended April 30, 2023

and April 30, 2022 and between the years ended April 30, 2022 and 2021 were $0.1 million and $4.3 million, respectively; and the differences between the decrease in inventories between the years ended April 30, 2023 and April 30, 2022 and between the years ended April 30, 2022 and April 30, 2021, were $1.0 million and $0.7 million, respectively.

Investing activities used $4.5 million and $2.9 million of cash for the nine months ended January 31, 2024 and 2023, respectively. This was primarily attributable to the use of $4.5 million and $3.0 million of cash for additions to property, plant and equipment in the nine months ended January 31, 2024 and 2023, respectively.

Investing activities used $3.8 million, $5.6 million and $2.8 million of cash for the years ended April 30, 2023, 2022 and 2021, respectively. This was primarily attributable to the use of $4.0 million, $5.7 million and $2.9 million of cash for additions to property, plant and equipment in the years ended April 30, 2023, 2022 and 2021, respectively.

Financing activities used $6.1 million and $13.2 million of cash for the nine months ended January 31, 2024 and 2023, respectively. This was primarily attributable to a net transfer of $6.1 million and $13.2 million of cash to Brown-Forman in the nine months ended January 31, 2024 and 2023, respectively.

Financing activities used $24.5 million, $22.0 million and $20.0 million of cash for the years ended April 30, 2023, 2022 and 2021, respectively. This was primarily attributable to a net transfer of $24.5 million, $22.0 million and $20.0 million of cash to Brown-Forman in the years ended April 30, 2023, 2022 and 2021, respectively.

While all significant accounting policies are more fully described in Note 3 to the audited combined financial statements of Sonoma-Cutrer for the fiscal year ended April 30, 2023 and the related notes thereto, the unaudited combined financial statements of Sonoma-Cutrer for the fiscal years ended April 30, 2022 and 2021 and the related notes thereto, which are attached hereto as Annex G, management believes that the following accounting policy and estimate is critical to Sonoma-Cutrer’s business operations and understanding of its financial results:

When Sonoma-Cutrer acquires a business, it first allocates the purchase price to identifiable assets and liabilities, based on estimated fair value. Any remaining purchase price is recorded as goodwill. Goodwill is not amortized.

Goodwill is assessed for impairment at least annually, or more frequently if circumstances indicate the carrying amount may be impaired. Goodwill is impaired when its carrying amount exceeds its estimated fair value. Sonoma-Cutrer estimates the fair value using discounted estimated future cash flows or market information. Considerable management judgment is necessary to estimate fair value, including the selection of assumptions about future cash flows and discount rates. Sonoma-Cutrer’s goodwill reflects the historical acquisition-specific goodwill related to Brown-Forman’s acquisition of a majority interest in Sonoma-Cutrer Vineyards, Inc., in 1999 and remaining interests in 2000 and 2001. None of the goodwill has been previously impaired or determined to be impaired as of April 30, 2023.

On November 16, 2023, the Company entered into the Merger Agreement with Brown-Forman, Sonoma-Cutrer and Sub. Upon the terms and subject to the conditions provided in the Merger Agreement, and in accordance with the California Code, at the Effective Time, Sub will be merged with and into Sonoma-Cutrer pursuant to which (a) the separate corporate existence of Sub will cease, (b) Sonoma-Cutrer shall be the Surviving Corporation and will continue its corporate existence under the laws of the State of California as a wholly owned subsidiary of the Company and (c) all of the properties, rights, privileges, powers and franchises of Sonoma-Cutrer will vest in the Surviving Corporation, and all of the debts, liabilities, obligations and duties of Sonoma-Cutrer will become the debts, liabilities, obligations and duties of the Surviving Corporation.

The Company is a scaled producer of luxury wines in North America. The Company makes a curated and comprehensive portfolio of luxury wines across multiple varieties, appellations, brands and price points. The Company’s portfolio is focused exclusively on the luxury segment, which we define as wines sold for $15 or higher per 750ml bottle.

Additional information regarding the Company is contained in our filings with the SEC, copies of which may be obtained without charge by following the instructions in “Where You Can Find More Information” beginning on page 46.

Shares of Company Common Stock are listed with, and trade on, the NYSE under the symbol “NAPA”.

Sub was formed by the Company solely for the purpose of completing the Merger with Sonoma-Cutrer. Sub is a wholly owned subsidiary of the Company and has not carried on any activities to date, except for activities incidental to its incorporation and activities undertaken in connection with the transactions contemplated by the Merger Agreement.

Brown-Forman primarily manufactures, distills, bottles, imports, exports, markets, and sells a wide variety of beverage alcohol products under recognized brands.

The information on, or linked to, Brown-Forman’s website is not a part of this information statement and is not incorporated by reference in this information statement.

Shares of Brown-Forman’s common stock are listed with, and trade on, the NYSE under the symbol “BF-A” and “BF-B”.

Sonoma-Cutrer is a California-based wine producer, best-known for its luxury Chardonnay, which primarily sells its wines at retail price points ranging from $20 to $70 per bottle. Sonoma-Cutrer owns six estate vineyards spanning 1,121 acres in both the Russian River Valley and Sonoma Coast appellations. It sells its luxury wine across the U.S. in the wholesale channel through distributors and in the Direct-to-Consumer channel.

The terms of the Merger Agreement are the result of arm’s-length negotiations between representatives of the Company and Brown-Forman. The following is a brief discussion of the background of these negotiations, the Merger Agreement and the Merger. The following chronology summarizes certain key events and contacts that led to the signing of the Merger Agreement.

As part of its oversight function, the Board and Company management regularly review and assess, among other things, Duckhorn’s long-term strategic plans and opportunities, the competitive environment for Duckhorn’s business and Duckhorn’s short- and long-term performance, with the primary goal of enhancing stockholder value. These reviews have included consideration of, and discussions with, other companies from time to time regarding potential strategic alternatives, including, in the case of Brown-Forman, potential business combinations and strategic transactions.

In February 2023, members of Duckhorn management approached members of Brown-Forman management to evaluate interest in holding discussions relating to a potential transaction involving Duckhorn and Sonoma-Cutrer. No specific terms were discussed, but the parties agreed to meet to discuss the possibility of a strategic transaction.

On February 27, 2023, members of Brown-Forman management, including Lawson Whiting (President and Chief Executive Officer), Leanne Cunningham (Executive Vice President and Chief Financial Officer), and Alex Hill (Vice President, Director of Corporate Strategy & Business Development), and members of Duckhorn management, including Alex Ryan (former President, Chief Executive Officer and Chairman), Lori Beaudoin (former Executive Vice President and Chief Financial Officer) and Sean Sullivan (Executive Vice President, Chief Strategy and Legal Officer), met in Louisville, Kentucky to discuss potential transactions involving Duckhorn and Sonoma-Cutrer. No specific terms were discussed at this time, but the parties agreed to proceed with additional discussions in respect of a potential strategic transaction following the execution of a confidentiality agreement.

On March 14, 2023, Duckhorn and Brown-Forman entered into a mutual confidentiality agreement to facilitate such discussions; the confidentiality agreement did not contain a standstill provision. Following the entrance into the confidentiality agreement, members of Brown-Forman management provided members of Duckhorn management with certain initial information regarding Sonoma-Cutrer to allow Duckhorn to begin to evaluate a potential transaction involving Sonoma-Cutrer.

On March 16, 2023, Alex Hill and Sean Sullivan discussed the preliminary key deal considerations and the operations and synergies of their respective companies via telephone. No specific terms were discussed at this time.

On April 1, 2023, Alex Hill and Sean Sullivan discussed the transaction timeline and diligence considerations via telephone.

On April 25, 2023, members of Duckhorn management, including Alex Ryan, Lori Beaudoin, Sean Sullivan, Pete Przybylinski (Chief Sales Officer), Zach Rasmuson (Chief Operating Officer) and Gayle Bartscherer (former Chief Marketing and DTC Officer), met with members of Brown-Forman, including Alex Hill, Tim Nall (Executive Vice President, Chief Supply Chain and Technology Officer) and Keo Brown (Manager, Corporate Development), via video conference to discuss the diligence process.

Over the subsequent weeks, Duckhorn and Brown-Forman held a number of preliminary diligence calls on matters including production, supply chain, information technology and intellectual property matters.

On May 25, 2023, members of Duckhorn management met with the Board in California to provide an update on the status of deal negotiations and the diligence process for the transaction to-date.

On June 5, 2023, Sean Sullivan met with Alex Juricev (Managing Director, Consumer at Retail, Investment Banking at Nomura Holdings, Inc. (“Nomura”)) via telephone regarding the transaction.

On June 12 and June 13, 2023, members of Duckhorn management, including Alex Ryan, Sean Sullivan and Lori Beaudoin, met in Louisville, Kentucky with various members of Brown-Forman management, including Lawson Whiting, Leanne Cunningham, Marshall Farrer (Executive Vice President, President of Europe and Chief Strategic Growth Officer of Brown-Forman), Alex Hill, Jeremy Shepherd (Executive Vice President, President of USA and Canada of Brown-Forman) and Keo Brown met to discuss various matters, including transaction valuation and distribution and sales matters.

On June 27, 2023, Alex Ryan, Sean Sullivan, Jennifer Fall Jung (Executive Vice President and Chief Financial Officer), Gayle Bartscherer and Zach Rasmuson met with Alex Hill, Marshall Farrer and Mike Carr (Vice President, Associate General Counsel – Regional and Corporate Development of Brown-Forman) in California for an in-person negotiation meeting to discuss transaction terms.

On June 29, 2023, Sean Sullivan and Jennifer Fall Jung met with Alex Juricev, Annie Wang (Executive Director of Nomura) and Jonathan Rouner (Vice Chair, Investment Banking of Nomura) in California to discuss the transaction process, including the potential engagement of Nomura as the Company’s financial advisor.

On July 20, 2023, members of Brown-Forman and Duckhorn held a valuation discussion. Attendees included Alex Hill, Kush Doshi (Director of Corporate Development), Keo Brown, Christina Kim (Manager, Corporate Development), Sean Sullivan, Jennifer Fall Jung, Adam Howell and Marika Rothfeld.

On July 24, 2023, Sean Sullivan met with Alex Hill via telephone to discuss the valuation of the transaction.

On July 26, 2023, Sean Sullivan met via telephone to discuss the transaction and orally engage Nomura as the Company’s financial advisor.

On August 17, 2023, Brown-Forman delivered to Duckhorn a non-binding term sheet setting forth proposed terms for equity consideration and governance rights in exchange for the sale of Sonoma-Cutrer to Duckhorn. The term sheet did not set forth a purchase price or share count.

On August 21, 2023, Nomura held a valuation discussion with Duckhorn Executive and Finance teams and Brown-Forman Corporate Development team. The discussion included an overview of Brown-Forman’s preparation of carve-out financials.

On August 23, 2023, Ropes & Gray LLP (“Ropes & Gray”), Duckhorn’s outside corporate counsel, delivered to Gibson, Dunn & Crutcher LLP (“Gibson Dunn”), Brown-Forman’s outside corporate counsel, a revised draft of the non-binding term sheet. The draft set forth proposed shareholder rights and transaction structure mechanics but did not include a proposed valuation or share count.

On August 26, 2023, representatives of Brown-Forman, including Marshall Farrer, Alex Hill and Mike Carr, representatives of Duckhorn, including Alex Ryan, Sean Sullivan and Jennifer Fall Jung, and representatives from TSG Consumer Partners LLC (“TSG”), including Jamie O’Hara and Daniel Costello, held an initial negotiation regarding the terms of the revised draft of the non-binding term sheet via video conference.

On August 29, 2023, Brown-Forman’s Corporate Development team, Duckhorn, Nomura and Deloitte Touche Tohmatsu Limited (“Deloitte”), Duckhorn’s outside accounting advisor, discussed accounting practices and carveout financials via video conference.

On August 30, 2023, Duckhorn and Nomura met to discuss Duckhorn’s and Nomura’s preliminary valuation determinations of Sonoma-Cutrer via video conference.

On September 5, 2023, Duckhorn’s management and Finance teams met with Brown-Forman’s Corporate Development team via video conference to discuss the terms proposed in the non-binding term sheet. Duckhorn stressed needing to maintain a disciplined approach in attaining an accretive deal. Nomura and Duckhorn teams outlined the potential strategic benefits of the Merger and discussed the proposed transaction structure. Nomura and Duckhorn also expressed their views regarding Brown-Forman’s management projections, relating to the pricing increase assumptions and cost structure of Sonoma-Cutrer operating as a standalone entity. In addition, Nomura and Duckhorn outlined timeline expectations for the transaction to Brown-Forman.

In the weeks that followed, Duckhorn and Brown-Forman management, together with representatives of Ropes & Gray and Gibson Dunn engaged in discussions relating to potential transaction terms, including with respect to merger consideration and governance matters.

On September 15, 2023, the Board held a regular meeting in New York, which was attended by members of Duckhorn’s management team as well as representatives of Nomura and Ropes & Gray. Management provided the Board with a briefing on the acquisition landscape, including Sonoma-Cutrer, and management’s goals and objectives with respect to the potential transaction.

On September 18, 2023, Duckhorn, Brown Forman and Deloitte met via video conference to discuss revenue recognition, accounting and finance matters and balance sheet topics.

On September 20, 2023, Ropes & Gray delivered to Gibson Dunn a revised draft of the non-binding term sheet. The draft refined certain governance rights but did not address valuation.

Also on September 20, 2023, Brown-Forman, Duckhorn and Deloitte discussed revenue recognition, accounting/finance management team and balance sheet topics. Nomura and Duckhorn held a meeting with members of Brown-Forman to level set expectations of Sonoma-Cutrer’s current, standalone cost structure of the business and particular items that were accounted for at the corporate and business level.

On October 4, 2023, Brown-Forman delivered to Duckhorn a revised draft of the non-binding term sheet. The term sheet set forth a proposed $400 million total consideration for Sonoma-Cutrer to be paid in shares of Duckhorn.

On October 9, 2023, Duckhorn delivered to Brown-Forman a revised draft of the non-binding term sheet, which proposed a consideration mix of up to $60 million of the purchase price in cash and the remainder of the $400 million total consideration in shares of Duckhorn.

On October 16, 2023, Brown-Forman responded to Duckhorn’s revised draft of the non-binding term sheet, proposing a consideration mix of up to $30 million in cash and the remainder in shares of Duckhorn.

On October 22, 2023, Duckhorn revised its proposal for Sonoma-Cutrer, proposing a consideration mix of $50 million in cash and $350 million of shares of Duckhorn, calculated using a per-share value of $11.10.

On October 23, 2023, Duckhorn and Brown-Forman agreed in principal to the terms of a non-binding term sheet setting forth consideration structure and post-transaction governance rights. Duckhorn formally commenced detailed diligence, including with the help of legal, tax, accounting and other advisors, which continued until the execution of the Merger Agreement.

On October 24, 2023, Duckhorn, Brown-Forman and Greenhill & Co., Brown-Forman's financial advisor, met via video conference to discuss financial matters including capital expenditures and production. The teams discussed EBITDA adjustments, historical income statements, balance sheet and net working capital, as well as financial reporting infrastructure needed for the transaction.

On October 26, 2023, Gibson Dunn delivered to Ropes & Gray an initial draft of the Merger Agreement. Over the following weeks, Duckhorn and Brown-Forman, as well as their legal, tax accounting and other advisors, discussed the terms of the transaction and exchanged drafts of definitive documentation.

On November 1, 2023, Ropes & Gray sent Gibson Dunn a revised draft of the Merger Agreement. Over the following days until November 15, 2023, Gibson Dunn and Ropes & Gray exchanged multiple drafts of the Merger Agreement.

On November 1, 2023, Duckhorn and Brown-Forman teams met via video conference to discuss certain transaction points, including due diligence negotiations and intellectual property issues. The teams discussed Duckhorn’s business plan and projected financials. The teams also discussed intellectual property items including Sonoma-Cutrer’s trademark portfolio and intellectual property agreements.

On November 9, 2023, Duckhorn, Brown-Forman’s Corporate Development team, Ropes & Gray and Gibson Dunn met to negotiate the terms of the Merger Agreement.

On November 10, 2023, the Board of Duckhorn held a special meeting, which was attended by members of Duckhorn’s management team as well as representatives of Nomura and Ropes & Gray. Management provided an update on the negotiation of the terms of the transaction. Following deliberation, the Board expressed support towards finalizing the Merger Agreement and related agreements and decided to reconvene for a final meeting to vote on the transaction.

On November 14, 2023, Duckhorn, Brown-Forman’s Corporate Development team and Nomura met via video conference to discuss further diligence matters.

On November 15, 2023, the Board held a further special meeting, which was attended by members of Duckhorn’s management team as well as representatives of Nomura and Ropes & Gray. Members of management presented an overview of the key terms of the Merger Agreement and the related agreements and documents. Following the presentation, the Board of Directors unanimously (i) resolved to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and determined that the Share Issuance, the Charter Amendment and the Bylaws Amendment are advisable and in the best interests of Duckhorn and its stockholders; (ii) recommended that the Duckhorn stockholders approve the Share Issuance in accordance with the applicable provisions of Section 312.03(c) of the NYSE Listed Company Manual; (iii) directed that the Share Issuance be submitted to Duckhorn stockholders for their consideration and approval by written consent; (iv) approved, adopted and declared advisable the Charter Amendment; and (v) recommended that the stockholders of Duckhorn approve and adopt the Charter Amendment in accordance with Section 242 of the Delaware Code.

On November 16, 2023, the parties executed the Merger Agreement and certain ancillary documents and issued a press release announcing the Merger.

Later on November 16, 2023, following the execution of the Merger Agreement, TSG executed and delivered the Written Consent approving the Share Issuance and Charter Amendment.

The Merger Agreement was unanimously approved by our Board at a meeting held on November 15, 2023. Before reaching its decision, the Board:

Based upon the above-described reasons, the Board decided to enter into the Merger Agreement based on its belief that the combination of Duckhorn and Sonoma-Cutrer will:

In the course of its deliberations, our Board also considered a variety of risks and countervailing reasons related to entering into the Merger Agreement, including:

The foregoing information and reasons considered by our Board are not intended to be exhaustive but are believed to include all of the material reasons considered by our Board. In view of the wide variety of reasons considered in connection with its evaluation of the Merger and the complexity of these matters, our Board did not find it useful to attempt, and did not attempt, to quantify, rank or otherwise assign relative weights to these reasons. In considering the reasons described above, individual members of our Board may have given different weight to different reasons. Our Board conducted an overall analysis of the reasons described above, including thorough discussions with, and questioning of, our management team, our legal and financial advisors, and considered the reasons overall to be favorable to, and to support, its determination.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the Board of Directors will consist of 8 directors, 6 of whom were members of the Board immediately prior to the Effective Time and 2 who shall be designated by Brown-Forman immediately prior to the Effective Time in each case as contemplated in the A&R Stockholders Agreement, attached hereto as Annex D.

It is expected that the Merger and the other transactions contemplated by the Merger Agreement will not result in any material U.S. federal income tax consequences to holders of Company Common Stock.

The consummation of the Merger is subject to the absence of any law, statute, rule, regulation, executive order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) by any governmental entity of competent jurisdiction to prohibit, restrain, enjoin or make illegal the consummation of the Merger and the expiration or termination of the applicable waiting period (and any extension thereof) under the HSR Act. Under the HSR Act and the rules promulgated thereunder by the FTC, the Merger cannot be consummated until the Company and Brown-Forman each file their respective HSR Filings with the DOJ and FTC and the applicable waiting period has expired or been terminated. A transaction notifiable under the HSR Act may not be consummated until the expiration of a 30 calendar day waiting period following the parties’ filing of their respective HSR Filings, unless the waiting period is extended by a request for additional information or terminated earlier. On December 12, 2023, both the Company and Brown-Forman filed their respective HSR Filings. The applicable waiting periods expired on January 11, 2024.

At any time before or after the completion of the Merger, the DOJ, FTC, or U.S. state attorneys general could take action under any antitrust law, including seeking to enjoin, block or challenged the Merger, seeking divestiture of assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights, or seeking other remedies. In addition, in some circumstances, a third party could initiate a private action under applicable antitrust laws challenging or seeking to enjoin the Merger, before or after it is consummated.

No further vote or consent of our stockholders or the shareholders of the Company, Brown-Forman or Sonoma-Cutrer is required to consummate the Merger or the other transactions contemplated by the Merger Agreement.

The Delaware Code does not provide dissenters’ rights of appraisal to our stockholders in connection with the matters discussed in this information statement.

The following discussion sets forth the material provisions of the Merger Agreement, a copy of which is attached as Annex A to this information statement and is incorporated by reference herein. The rights and obligations of the parties are governed by the express terms and conditions of the Merger Agreement and not by this discussion, which is summary by nature. This discussion is not complete and is qualified in its entirety by reference to the complete text of the Merger Agreement. You are encouraged to read the Merger Agreement carefully in its entirety, as well as this information statement and any documents incorporated by reference herein. This section is not intended to provide you with any factual information about us. Such information can be found elsewhere in this information statement and in the public filings we make with the SEC, as described in the section titled “Where You Can Find More Information,” beginning on page 46.

On November 16, 2023, the Company entered into the Merger Agreement with Brown-Forman, Sonoma-Cutrer and Sub. Upon the terms and subject to the conditions provided in the Merger Agreement, and in accordance with the California Code, at the Effective Time, Sub shall be merged with and into Sonoma-Cutrer pursuant to which (a) the separate corporate existence of Sub shall cease, (b) Sonoma-Cutrer shall be the Surviving Corporation and shall continue its corporate existence under the laws of the State of California as a wholly owned subsidiary of the Company and (c) all of the properties, rights, privileges, powers and franchises of Sonoma-Cutrer will vest in the Surviving Corporation, and all of the debts, liabilities, obligations and duties of Sonoma-Cutrer will become the debts, liabilities, obligations and duties of the Surviving Corporation.

The Closing will take place remotely via electronic exchange of documentation and consideration required to be delivered at the Closing at 10:00 a.m. (Eastern Time) on the second business day following the satisfaction or, to the extent permitted by applicable law, waiver of all conditions to the parties’ obligations to effectuate the Closing (other than those conditions to be satisfied on the Closing Date or at the Closing itself, but subject to the satisfaction or waiver of such conditions at such time), or at such other place, time or date as the parties may agree. On the Closing Date, Brown-Forman and the Company will file an agreement of merger with the Secretary of State of the State of California in accordance with the relevant provisions of the California Code. The Merger will become effective at the time the agreement of merger is filed with the Secretary of State of the State of California or such other later time as Brown-Forman and the Company agree upon in writing and specify in the agreement of merger in accordance with the California Code.

Upon completion of the Merger, all shares of Sonoma-Cutrer common stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) will be converted into the right to receive aggregate consideration equal to (a) the Equity Consideration, which is an aggregate of 31,531,532 shares of Company Common Stock and (b) the Cash Consideration, which is an aggregate of $50,000,000. The Cash Consideration is subject to adjustments (positive or negative, as applicable) for net working capital, indebtedness, cash and transaction expenses. In addition, the mix of Cash Consideration and Equity Consideration is subject to certain tax-related adjustments in the event that the value of the aggregate payments of Merger Consideration (together with any other amounts treated as consideration for applicable tax purposes, the “Applicable Consideration”) made to Brown-Forman in the form of Equity Consideration is less than 80.5% of the total value of the Applicable Consideration as of the date on which payment is to be made pursuant to the Merger Agreement. The Cash Consideration is expected to be funded through cash on hand and borrowings under the Company’s revolving credit facility. The Merger is not subject to a financing condition.

At the Effective Time, (a) the articles of incorporation of Sonoma-Cutrer shall be amended and restated to be in the form of articles of incorporation of Sub, as in effect immediately prior to the Effective Time, until amended in accordance with the provisions thereof and applicable law and (b) the bylaws of Sonoma-Cutrer shall be amended and restated to be in the form of the bylaws of Sub, in effect at the Effective Time until amended in accordance with the provisions thereof and applicable law, except in each case the name of Sonoma-Cutrer shall remain “Sonoma-Cutrer Vineyards, Inc.”

At the Effective Time, the Company’s (i) existing Amended and Restated Certificate of Incorporation and (ii) existing Amended and Restated Bylaws shall each be amended and restated in their entirety to read in substantially the form attached as Annex B and Annex C, respectively, to this information statement (and as attached as exhibits to the Merger Agreement).

The Merger Agreement contains representations and warranties that Brown-Forman and Sonoma-Cutrer, on the one hand, and the Company, on the other hand, have made to one another (in some cases, as of specific dates) relating to their and our respective businesses. The assertions embodied in those representations and warranties were made solely for purposes of the Merger Agreement and may be subject to important qualifications and limitations (including through the use of exceptions for certain matters disclosed by the party that made the representations and warranties to the other party) agreed to by the parties in connection with negotiating the terms of the Merger Agreement. Accordingly, Company stockholders should not rely on representations and warranties as characterizations of the actual state of facts or circumstances, and should bear in mind that the representations and warranties were made solely for the benefit of the parties to the Merger Agreement, were negotiated for purposes of governing contractual rights and relationships and allocating contractual risk among the parties to the Merger Agreement as of specific dates, rather than to establish matters as facts, and may be subject to contractual standards of materiality different from those generally applicable to stockholders. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be reflected in our public disclosures. None of the representations and warranties will survive the Closing, and, therefore, they will have no legal effect under the Merger Agreement after the Effective Time. This description of the representations and warranties is included to provide Company stockholders with information regarding the terms of the Merger Agreement. The representations and warranties in the Merger Agreement and their description in this information statement should be read in conjunction with the other information contained in the reports, statements, and filings we publicly file with the SEC.

The representations and warranties made by Brown-Forman and Sonoma-Cutrer relate to, among other things:

The Company also made a number of representations and warranties. The topics covered by these representations and warranties include the following:

Some of the representations and warranties made by Brown-Forman and Sonoma-Cutrer, on the one hand, and the Company, on the other hand, are qualified as to materiality or by exceptions related to a material adverse effect with respect to the applicable party. Under the Merger Agreement, the term “material adverse effect” with respect to the applicable party means any event, change, occurrence or effect that (i) has, or would reasonably be expected to have, a material adverse effect on the business, financial condition or results of operations of the applicable party, or (ii) prevents the applicable party from consummating the Merger or any of the other transactions contemplated by the Merger Agreement; provided however, that, in the case of clause (i) above only, no event, change, occurrence or effect directly or indirectly arising out of, attributable to or resulting from any of the following, alone or in combination, shall be deemed to constitute, or be taken into account in determining whether there has been or would be, a “material adverse effect”; provided further, that, in the case of the first, second, third, fifth, sixth, seventh and eighth bullets below, such matters may be taken into account to the extent the impact of any such event, change, occurrence or effect has had a disproportionately adverse effect on the applicable party as compared to other companies operating in the same industries in which the applicable party operates (and provided further, that in such event, only the incremental disproportionate adverse impact shall be taken into account when determining whether there has been a “material adverse effect”):

The representations and warranties of each of the parties to the Merger Agreement will not survive the completion of the Merger or the termination of the Merger Agreement.

Sonoma-Cutrer has agreed to restrictions on the operation of its business between the date of the Merger Agreement and the Closing Date. Except (i) as contemplated or permitted by the Merger Agreement, (ii) as set forth on Sonoma-Cutrer’s Disclosure Schedules attached to the Merger Agreement (the “Sonoma-Cutrer Disclosure Schedules”), (iii) as required by applicable law or any decree, order, directive or guideline issued by a governmental authority or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), (a) the business of Sonoma-Cutrer shall be conducted in the ordinary course of business in all material respects and (b) Sonoma-Cutrer will not:

Additionally, the Company has agreed to restrictions on the operation of its business between the date of the Merger Agreement and the Closing Date. Except (i) as contemplated or permitted by the Merger Agreement, (ii) as set forth on the Company’s Disclosure Schedules attached to the Merger Agreement (the “Company Disclosure Schedules”), (iii) as required by applicable law or any decree, order, directive or guideline issued by a governmental authority or (iv) with the prior written consent of Sonoma-Cutrer (which consent shall not be unreasonably withheld, conditioned or delayed), (a) the Company shall conduct its business in the ordinary course of business in all material respects and (b) the Company will not, and will cause its subsidiaries not to:

Under the terms of the Merger Agreement, the Company was required, as soon as reasonably practicable but in any event within 24 hours after execution of the Merger Agreement, to provide Sonoma-Cutrer with a copy of the Written Consent and the Sub Written Consent. Following the execution of the Merger Agreement, both the Written Consent and the Sub Written Consent were delivered on November 16, 2023.

In connection with the Merger Agreement the Board unanimously resolved to recommend that the stockholders of the Company approve the Share Issuance and the Charter Amendment, in each case in accordance with the Delaware Code, as applicable.

Pursuant to the terms of the Merger Agreement, Brown-Forman has agreed to a standstill provision, pursuant to which, subject to certain exceptions as described below, until Brown-Forman (together with its affiliates) beneficially owns less than 5% of the voting power of the Company’s outstanding securities, it will not, and will not cause or permit any of its controlled affiliates to, directly or indirectly, without the Company’s or its Board of Directors’ prior written consent, (i) acquire, offer to acquire or agree to acquire, by purchase or otherwise, beneficial ownership of the Company’s securities representing more than 40% of the voting power of the Company’s outstanding securities, (ii) make or become a participant in any “solicitation” of “proxies” (as such terms are defined in Regulation 14A as promulgated by the SEC) from holders of the Company’s securities, (iii) form, join or knowingly participate in a “group,” (other than with affiliates of Brown-Forman) as defined in Rule 13d-5 of the Exchange Act, as amended, with respect to the voting of any of the Company’s securities or (iv) nominate or cause to be nominated persons for election to the Company’s Board of Directors other than pursuant to the A&R Stockholders Agreement. The standstill restrictions shall immediately terminate, and Brown-Forman may engage in any of the foregoing activities, in the event that (i) the Company enters into a definitive written agreement providing for a change of control of the Company, (ii) (a) any person or group (other than Brown-Forman or any of its affiliates) commences a tender offer, exchange offer or other similar offer that, if consummated, would result in a change of control of the Company and (b) the Board of Directors of the Company either (x) publicly recommends that the Company consummate such transaction or (y) does not publicly recommend against such transaction within 10 business days of the public commencement of such tender offer, exchange offer or other similar offer, (iii) a change of control of the Company otherwise occurs or (iv) the Company files for, or becomes subject to a proceeding for, bankruptcy, reorganization, liquidation, dissolution or similar process.

The standstill provisions do not prohibit, restrict, hinder, limit or impede any of the following actions by Brown-Forman:

In addition, Brown-Forman has agreed that it will not sell, assign, pledge, hypothecate or otherwise transfer or enter into an obligation regarding the future sale, assignment, pledge or transfer of (except for certain permitted transfers as described in the Merger Agreement), or dispose of any Company securities for a period of

18 months following the Effective Time. The lockup restrictions will terminate on the earlier of (x) the date that is 18-months following the Effective Time and (y) the occurrence of any of the following: (i) the Company’s entrance into a definitive written agreement providing for a change of control of the Company; (ii) the Company’s or Mallard’s or any of their respective affiliates’ entrance into a definitive agreement with any person or group (other than Brown-Forman or any of its affiliates) with respect to a tender offer, exchange offer or other similar offer that, if consummated, would result in a change of control of the Company; (iii) the occurrence of a change of control of the Company; (iv) the Company’s or any of its subsidiaries’ filing for, or becoming subject to a proceeding for, bankruptcy, reorganization, liquidation, dissolution or similar process.

Pursuant to the Merger Agreement, for so long as Brown-Forman (together with its affiliates) beneficially owns any Company securities, Brown-Forman shall have preemptive rights to purchase its pro rata share of any issuances by the Company of new securities, subject to certain exceptions. Brown-Forman will have the option to exercise its preemptive rights on the same terms and conditions of the proposed issuance by providing written notice to the Company.

Each of the parties shall use their respective commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other in order to do, all things necessary, proper or advisable under applicable law (including under any antitrust law) to consummate the transactions contemplated by the Merger Agreement at the earliest practicable date, including: (i) causing the preparation and filing of all forms, registrations and notices required to be filed to consummate the Merger and the taking of such actions as are necessary to obtain any requisite consent or expiration of any applicable waiting period under the HSR Act or any other antitrust law and (ii) using commercially reasonable efforts to resolve any objection asserted with respect to the transactions contemplated under the Merger Agreement under any antitrust law raised by any governmental authority.

Each of the parties agreed to prepare and file as promptly as practicable, and in any event by no later than 15 business days after the execution of the Merger Agreement all Notification and Report Forms required under the HSR Act. The Company may not withdraw any such filing more than once pursuant to the HSR Act without Sonoma-Cutrer’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). Each party must pay all filing fees and other charges for its initial filings required under the HSR Act; provided, that, if any further filings are required in connection with a request for further information or documentary material from any governmental authority with respect to the Merger Agreement or the transactions contemplated hereby. The Company must pay all filing fees and other charges for such filings made by or on behalf of the Sonoma-Cutrer and the Company.

If a party receives a request for information or documentary material from any governmental authority with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement, then such party must use commercially reasonable efforts to make as soon as reasonably practicable and after consultation with the other party, a response which is in substantial compliance with such request, and each party hereto shall bear its own fees and costs in connection with responding to any such request for information or documentary material.

The parties must keep each other apprised of status with respect to obtaining any regulatory approvals and contact with any governmental authority and work cooperatively in connection with obtaining the approvals of or clearances from each applicable governmental authority, including: (i) cooperating with each other in connection with filings required to be made by any party under any antitrust law and liaising with each other in relation to each step of the procedure before the relevant governmental authorities and as to the contents of all communications with such governmental authorities (and, in particular, to the extent permitted by law or governmental authority, no party will make any notification in relation to the regulatory approvals and consents contemplated hereunder without first providing the other party with a copy of such notification in draft form and giving such other party a reasonable opportunity to discuss its content before it is filed with the relevant

governmental authorities, and such first party shall consider and take account of all reasonable comments timely made by the other party in this respect); (ii) furnishing to the other party all information within its possession that is required for any application or other regulatory filing to be made by the other party pursuant to the applicable law in connection with the transactions contemplated by the Merger Agreement; (iii) promptly notifying each other of any communications from or with any governmental authority with respect to obtaining any regulatory approvals and contact with any governmental authority and ensuring to the extent permitted by law or governmental authority that each of the parties is entitled to attend any meetings with or other appearances before any governmental authority; (iv) consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the antitrust laws and (v) without prejudice to any rights of the parties hereunder, consulting and cooperating in all respects with the other in defending all lawsuits and other proceedings by or before any governmental authority challenging the Merger Agreement or the consummation of the transactions contemplated by the Merger Agreement.

Notwithstanding any other provision in the Merger Agreement, in no event shall the Company, Sonoma-Cutrer, Brown-Forman or any of their respective affiliates be required to (i) agree or proffer to divest or hold separate (in a trust or otherwise), or take any other action with respect to, any of their respective assets or businesses (including, assuming the consummation of the Merger, with respect to the Surviving Corporation or any of its affiliates), (ii) agree or proffer to limit in any manner whatsoever or not to exercise any rights of ownership of any securities (including the shares of Sonoma-Cutrer common stock and Company Common Stock), (iii) enter into any agreement that in any way limits the ownership or operation of any business of Sonoma-Cutrer (including, after the Effective Time, the Surviving Corporation), Brown-Forman, the Company or any of their respective affiliates, (iv) agree to obtain prior approval or consent or other approval or consent from a governmental authority, or submit a notification or otherwise notify the governmental authority, prior to consummating any future transaction (other than the transactions contemplated by the Merger Agreement) or (v) defend against, litigate, or otherwise participate in, any lawsuits and other proceedings by or before any governmental authority challenging the Merger Agreement or the consummation of the Merger under any antitrust law.

In the event either party receives a letter from any governmental authority stating that although the waiting period under the HSR Act will soon expire, the governmental authority has not yet completed any purported investigation of the proposed transaction, the parties agree that the receipt by either or both of them of such letter or other verbal or written communications from the governmental authority, shall not be a basis for asserting that any condition to Closing has not been satisfied.

Except as specifically required by the Merger Agreement, the Company, Sonoma-Cutrer and Brown-Forman shall not, and shall cause their respective controlled affiliates not to knowingly take any action, or knowingly refrain from taking any action, the effect of which would be to materially delay or impede the ability of the parties to consummate the transactions contemplated by the Merger Agreement (other than a change of control of the Company).

The Company, Sonoma-Cutrer and Brown-Forman shall not, and shall cause their respective controlled affiliates not to, acquire or agree to acquire (by merger, consolidation, purchase of equity interests or assets, joint venture or otherwise) any person or any business, division or portion thereof, if such acquisition or agreement would reasonably be expected to (i) impose any material delay in the obtaining of, or increase the risk of not obtaining, any consent, approval, authorization, qualification or order from a governmental authority necessary for the consummation of the transactions contemplated by the Merger Agreement or the expiration or termination of any applicable waiting period, (ii) materially increase the risk of any governmental authority entering an order prohibiting or delaying the consummation of the transactions contemplated by the Merger Agreement or (iii) materially increase the risk of not being able to remove any such order on appeal or otherwise.

The Company shall cooperate with Sonoma-Cutrer in the timely and full provision of any and all information necessary to be supplied by the Company and/or its investors, to the alcoholic beverage licensing agencies of the United States federal government and any state in which Sonoma-Cutrer does business. If any action or proceeding is instituted (or threatened), including any appeals, challenging the Merger as violating any

law related to the production and sale of alcoholic beverages or if any decree, order, judgment or injunction (whether temporary, preliminary, or permanent) is entered, enforced or attempted to be entered or enforced by any alcoholic beverage licensing agency that would make the Merger illegal or otherwise delay or prohibit the consummation of the Merger, the Company, Sonoma-Cutrer and Brown-Forman shall use reasonable best efforts to contest and defend any such claim, cause of action or proceeding to avoid entry of, or to have vacated, lifted, reversed, repealed, rescinded or terminated, any decree, order, judgment, or injunction (whether temporary, preliminary or permanent) that prohibits, prevents, or restricts consummation of the Merger.

The Company shall provide, or cause to be provided, to the employees of Sonoma-Cutrer as of the Effective Time (the “Affected Employees”) during the 12 month period following the Effective Time (or, if shorter, the applicable Affected Employee’s period of employment) (i) base salaries or hourly wage rates, as applicable, consistent with those provided to similarly situated employees of the Company and its affiliates, (ii) target annual cash bonus opportunities (excluding long-term incentive, change in control, retention, transaction, deferred compensation, and equity or equity-based incentive opportunities) consistent with those provided to similarly situated employees of the Company and its affiliates and (iii) broad-based employee benefits (excluding change in control, retention, transaction, deferred compensation, and equity and or equity-based incentive opportunities, and other long-term incentives, defined benefit pensions and post-employment health or welfare benefits, (collectively, the “Excluded Benefits”)) that are substantially comparable in the aggregate to those provided to the Affected Employees immediately prior to the Effective Time or consistent with those provided to similarly situated employees of the Company and its affiliates.

The Company shall, or shall cause the Surviving Corporation to, honor all unused vacation, holiday, sickness and personal days accrued by the Affected Employees under the policies and practices of Sonoma-Cutrer in accordance with the terms of such policies and practices as in effect from time to time. In the event of any change in the welfare benefits provided to any Affected Employee under any plan, the Company shall use commercially reasonable efforts to, or shall cause the Surviving Corporation to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees and their covered dependents under such plan (except to the extent that such conditions, exclusions or waiting periods would apply under Sonoma-Cutrer’s then existing plans absent any change in such welfare coverage plan) and (ii) provide each Affected Employee and his, her or their covered dependents with credit for any co-payments and deductibles paid prior to any such change in coverage in satisfying any applicable deductible or out-of-pocket requirements under such new or changed plan for the plan year in which the Closing occurs. The Company shall, or shall cause the Surviving Corporation to, provide each Affected Employee with credit for all service (excluding for benefit accrual purposes under any defined benefit pension plan or retiree welfare benefit arrangement) with Sonoma-Cutrer and its affiliates under each employee benefit plan, policy, program or arrangement in which such Affected Employee is eligible to participate to the same extent such service was credited under the analogous Sonoma-Cutrer benefit plan, except to the extent that it would result in a duplication of benefits with respect to the same period of services and except for purposes of any Excluded Benefits.

Each party’s obligation to effect the Merger is subject to the satisfaction or waiver of various conditions, which include the following:

Brown-Forman and Sonoma-Cutrer are not obligated to effect the Merger under the Merger Agreement unless the following conditions are satisfied (or waived by the Company) at or prior to the Effective Time:

This Company and Sub are not obligated to effect the Merger under the Merger Agreement unless the following conditions are satisfied (or waived by us) at or prior to the Effective Time:

No party may rely on the failure of any condition set forth above to be satisfied if such failure was substantially caused by such party’s failure to comply with any provision of the Merger Agreement. As of the date of this information statement, the condition that the affirmative vote of the holders of a majority of the shares of Company Common Stock approving the Share Issuance and the Charter Amendment having been validly obtained under the Delaware Code and the Company’s organizational documents has been satisfied via the Company’s delivery of the Written Consent to Brown-Forman on November 16, 2023.

The Company and Brown-Forman may terminate the Merger Agreement by mutual written consent.

Either the Company or Brown-Forman may terminate the Merger Agreement if:

The Company may terminate the Merger Agreement by written notice to Brown-Forman if neither the Company nor Sub is in material breach of its obligations under the Merger Agreement and Sonoma-Cutrer or Brown-Forman breaches or fails to perform in any respect any of its representations, warranties or covenants contained in the Merger Agreement and such breach or failure to perform: (i) would give rise to the failure of the

conditions set out above on page 37, (ii) cannot be cured prior to November 16, 2024, or, if capable of being cured, has not been cured by the earlier of 2 business days prior to November 16, 2024, or the date that is 30 calendar days following delivery of written notice of such breach or failure to perform and (iii) has not been waived by the Company.

Brown-Forman may terminate the Merger Agreement by written notice to the Company:

We will be required to pay the Termination Fee to Brown-Forman within five business days if the Merger Agreement is terminated by Brown-Forman in the event that either we or Mallard, enters into a definitive written agreement providing for a change of control of the Company, as more fully described in the third bullet under the section titled “The Merger Agreement – Termination of the Merger Agreement” above.

If the Company fails to pay the Termination Fee to Brown-Forman, then the Company shall also be liable for (i) any reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Brown-Forman in connection with any action to enforce Brown-Forman’s rights to be paid the Termination Fee and (ii) interest on the unpaid portion of the Termination Fee from and including the date the Termination Fee was required to be paid until but excluding the date of payment, which interest shall accrue at a rate per annum equal to 8%.

If following an offer by any person to enter into a transaction that would constitute a change of control of the Company, Brown-Forman or any of its affiliates requests in writing or orally, payment (in cash or any other form of consideration) from such person in connection with such offer in exchange for a waiver by Brown-Forman of its right to terminate the Merger Agreement by reason of the change of control of the Company, then Brown-Forman shall forfeit its right to terminate the Merger Agreement and receive the Termination Fee; provided, however, that if such request is made orally, Brown-Forman shall not forfeit such rights if Brown-Forman withdraws such oral request no later than 24 hours after receiving a written request from the Company that Brown-Forman withdraws such oral request.

The Merger Agreement may be amended, modified or supplemented by the parties at any time prior to the Closing Date by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each of the parties in interest at the time of the amendment.

At any time prior to the Effective Time, the Company (on behalf of itself and Sub), on the one hand, and Brown-Forman (on behalf of itself and Sonoma-Cutrer), on the other hand, may (i) extend the time for performance of any of the obligations or other acts of the other party contained in the Merger Agreement, (ii) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document, certificate or writing delivered by such party, or (iii) waive compliance by the other party with any of the agreements or conditions contained in the Merger Agreement. Any agreement on the part of any party to any such extension or waiver shall be valid only if set forth in a written agreement signed on behalf of such party. Any agreement on the part of any party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party.

Nothing in the Merger Agreement, express or implied, is intended to or shall confer upon any other person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of the Merger Agreement.

The Merger Agreement and any claims or causes of action arising out of or relating to the Merger Agreement, the negotiation, execution or performance of the Merger Agreement or the transactions contemplated thereby (whether in contract, in tort, under statute or otherwise) are governed by, and interpreted, construed and enforced in accordance with, the internal laws of the State of Delaware, including its statutes of limitations, without giving effect to any choice or conflict of laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would result in the application of the laws of any jurisdiction other than the State of Delaware.

Each of the parties irrevocably agreed that any legal action or proceeding arising out of or relating to the Merger Agreement brought by any party or its successors or assigns against any other party shall be brought and determined in the Court of Chancery of the State of Delaware, provided that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties irrevocably agreed to submit themselves to the exclusive jurisdiction of the aforesaid courts and with respect to their property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to the Merger Agreement and the transactions contemplated thereby.

Each of the parties is entitled to specific performance of the terms in the Merger Agreement, including an injunction or injunctions to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement in the Court of Chancery of the State of Delaware, provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then the parties may seek specific performance in any federal court located in the State of Delaware or any other Delaware state court, this being in addition to any other remedy to which such party is entitled in equity or at law. Each of the parties waives any defense in any action for specific performance that a remedy at law would be adequate and any requirement under any law to post security as a prerequisite to obtaining equitable relief.

Each of the parties irrevocably waived all right to a trial by jury in any action, proceeding or counterclaim arising out of or relating to the Merger Agreement or the transaction contemplated thereby.

Except for the liabilities and obligations of the parties to the confidentiality agreement by and between the Company and Brown-Forman, dated as of March 14, 2023, and the Ancillary Agreements and claims for fraud, the Merger Agreement may only be enforced against, and any claims or actions that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to the Merger Agreement or the transactions contemplated thereby, or the negotiation, execution, or performance of the Merger Agreement may only be made against the Company, Sonoma-Cutrer, Brown-Forman, Sub or any of the parties named in any Ancillary Agreement.

The Company entered into the A&R Stockholders Agreement, dated November 16, 2023, by and among the Company, Mallard and Brown-Forman, which amended and restated the Stockholders Agreement dated March 17, 2021, by and between the Company and Mallard (the “Prior Agreement”). Pursuant to the terms of the A&R Stockholders Agreement, following the Effective Time, Mallard and Brown-Forman will have the right to designate 3 individuals and 2 individuals, respectively, for nomination to the Board of Directors. Each of Mallard’s and Brown-Forman’s nomination rights are subject to step-downs based on ownership of Company Common Stock as described in the A&R Stockholders Agreement. The A&R Stockholders Agreement contains certain other restrictive covenants, including restrictions on Mallard’s ability to vote a portion of the shares of Company Common Stock it beneficially owns in connection with any change of control transaction relating to the Company. The A&R Stockholders Agreement is effective upon completion of the Merger and will automatically terminate, with the Prior Agreement continuing in effect, in the event the Merger Agreement is terminated without the consummation of the Merger.

Pursuant to the terms of the A&R Stockholders Agreement, if any provision of the A&R Stockholders Agreement is held to be invalid, illegal or unenforceable in any respect under applicable law, the A&R Stockholders Agreement shall be construed and enforced as if such invalid, illegal or unenforceable provision had never been contained therein. On February 23, 2024, the Delaware Court of Chancery issued a decision in a class action lawsuit (West Palm Beach Firefighters’ Pension v. Moelis & Co.) which concluded that certain provisions from the operative stockholder’s agreement at issue in that lawsuit, which are similar to certain provisions contained in the A&R Stockholders Agreement, are invalid under the Delaware Code. The relevant provisions of the A&R Stockholders Agreement include (i) the requirement that the Board of the Company recommend for election the director nominees of TSG and Brown-Forman, (ii) the right of TSG and Brown-Forman to fill vacancies created by an absence of their respective director representatives, (iii) the requirement that TSG and Brown-Forman consent to a change in the size of the Board of the Company and (iv) the right of TSG’s and Brown-Forman’s director representatives to serve on each committee of the Board (collectively, the “Unenforced Provisions”). On the basis of the findings of the Delaware Court of Chancery and pursuant to the terms of the A&R Stockholders Agreement, unless and until the decision is modified by applicable law (including being reversed on appeal, modified by future decisions, or pursuant to an amendment to the Delaware Code), the Company construes the A&R Stockholders Agreement and will act as though the Unenforced Provisions are not contained therein, and the Unenforced Provisions are not in effect or binding on the Company or the Board of the Company. The Company has informed TSG and Brown-Forman of its intentions and been informed by each that each has no objection. Other than the Unenforced Provisions, the A&R Stockholders Agreement will become effective on its existing terms upon the consummation of the Merger.

In connection with the Merger, the Company entered into the A&R Registration Rights Agreement, attached hereto as Annex E, dated November 16, 2023, by and between the Company, Mallard and Brown-Forman, which amended and restated the prior Registration Rights Agreement, dated March 17, 2021, by and between the Company and Mallard. The A&R Registration Rights Agreement grants each of Mallard and Brown-Forman customary registration rights as described therein.

In connection with the Merger, the Mallard and Brown-Forman entered into a Transfer Restriction Agreement, dated November 16, 2023, attached hereto as Annex F, pursuant to which Mallard granted

Brown-Forman a right of first offer for Mallard’s Company Common Stock in certain circumstances and subject to limitations. The right of first offer does not apply in circumstances where Brown-Forman’s acquisition of Company Common Stock would violate the restrictions described above in “The Merger Agreement — Standstill” on page 33.

In connection with the Merger, the Company’s (i) existing Amended and Restated Certificate of Incorporation and (ii) existing Amended and Restated Bylaws shall each be amended and restated in their entirety to read in substantially the form attached as Annex B and Annex C, respectively, to this information statement (and as attached as exhibits to the Merger Agreement), to (a) include Brown-Forman as an “exempted person” in the Company’s corporate opportunity waiver, (b) carve-out Brown-Forman from the Company’s “interested stockholder” provision pursuant to Section 203 of the Delaware Code, and (c) require at least 1 director designated by Brown-Forman to be present to establish a quorum of the Board of Directors, unless such right has been waived by Brown-Forman.

The following table sets forth information with respect to the beneficial ownership of Company Common Stock for (a) each person, or group of affiliated persons, known by the Company to beneficially own more than 5% of the outstanding shares of Company Common Stock, (b) each member of the Board, (c) each of the Company’s named executive officers and (d) all of the Company’s directors and executive officers as a group. For the Company’s directors and executive officers, the information is as of March 12, 2024. For other stockholders who beneficially own more than 5% of the outstanding shares of Company Common Stock, the shares owned are as of the dates provided in the most recent filings made by such stockholder with the SEC.

Beneficial ownership is determined in accordance with SEC rules. The information is not necessarily indicative of beneficial ownership for any other purpose. In general, under these rules a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares voting power or investment power with respect to such security. A person is also deemed to be a beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within 60 days. To the Company’s knowledge, except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of Company Common Stock beneficially owned by that person.

The percentage of shares beneficially owned is computed on the basis of 115,409,107 shares of Company Common Stock outstanding as of March 12, 2024. Unless otherwise indicated below, the address for each beneficial owner listed is c/o The Duckhorn Portfolio, Inc., 1201 Dowdell Lane St. Helena, CA 94574.