Deirdre Mahlan - 24 Dec 2024 Form 4 Insider Report for Duckhorn Portfolio, Inc. (NAPA)

Role: President and Chief Executive Officer, Director
Signature: /s/ Sean Sullivan as attorney-in-fact
Issuer symbol: NAPA
Transactions as of: 24 Dec 2024
Transactions value $: -$6,924,513
Form type: 4
Filing time: 26 Dec 2024, 15:52:08 UTC
Previous filing: 30 Sep 2024
Next filing: 06 Jan 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NAPA	Common Stock	Options Exercise	$0	+177,095		$0.000000	177,095	24 Dec 2024	Direct
transaction	NAPA	Common Stock	Disposed to Issuer	-$6,813,513	-613,830	-100%	$11.10	0	24 Dec 2024	Direct	F1
transaction	NAPA	Common Stock	Disposed to Issuer	-$111,000	-10,000	-100%	$11.10	0	24 Dec 2024	By Trust	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NAPA	Performance-Based Restricted Stock Units	Options Exercise	$0	-177,095	-100%	$0.000000	0	24 Dec 2024	Common Stock	177,095	$0.000000	Direct

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Deirdre Mahlan is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated October 6, 2024, by and among the Issuer, Marlee Buyer, Inc. ("Parent") and Marlee Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Parent, and at the time of the Merger each issued and outstanding share of the Issuer's Common Stock, par value $0.01 per share owned by the Reporting Person was cancelled and converted into the right to receive $11.10 per share in cash without interest.

Content

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated October 6, 2024, by and among the Issuer, Marlee Buyer, Inc. ("Parent") and Marlee Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Parent, and at the time of the Merger each issued and outstanding share of the Issuer's Common Stock, par value $0.01 per share owned by the Reporting Person was cancelled and converted into the right to receive $11.10 per share in cash without interest.

Remarks:

President and Chief Executive Officer