CWGL 8-K
Crimson Wine Group, Ltd (CWGL)
8-K
2023-03-17
For: 2023-03-16
View Original
Added on
April 06, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 16, 2023
(Exact Name of Registrant as Specified in Charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Securities registered pursuant to Section 12(b) of the Act: None. Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | ||||||||||||||
Item 8.01 Other Events.
On March 16, 2023, Crimson Wine Group, Ltd. (the “Company”) announced that the Board of Directors (the “Board”) of the Company authorized a stock repurchase program pursuant to which the Company may repurchase up to an aggregate of 2,000,000 shares of the Company’s common stock.
In connection with the stock repurchase program, on March 16, 2023, the Company adopted a stock trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to repurchase shares of the Company’s common stock (the “10b5-1 Plan”) beginning March 31, 2023. Under the Company’s 10b5-1 Plan, a broker will purchase up to an aggregate of 2,000,000 shares of the Company’s common stock at prevailing market prices with a maximum price per share of $7.00, provided that in no event will purchases on any purchase day exceed 25% of the average daily trading volume reported for the Company’s common stock during the four calendar weeks preceding the week in which the relevant purchase is to be effected. All repurchases will be made in compliance with Rule 10b-18 of the Exchange Act.
The 10b5-1 Plan adopted by the Company is intended to comply with Rule 10b5-1 of the Exchange Act and the Company’s Insider Trading and Anti-Tipping Policy, which permit issuers, officers, directors or employees who are not then in possession of material non-public information to enter into a pre-arranged plan for buying or selling the Company’s common stock under specified conditions and at specified times.
Any repurchases described in this Current Report on Form 8-K will be funded with available cash. The amount of the Company’s common stock repurchased, if any, will depend on market conditions, including the price of the Company’s common stock.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 17, 2023
CRIMSON WINE GROUP, LTD.
By: /s/ Karen L. Diepholz
Name: Karen L. Diepholz
Title: Chief Financial Officer