Sec Form 3 Filing - MARLEE BUYER, INC. @ Duckhorn Portfolio, Inc. - 2024-10-06

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MARLEE BUYER, INC. 2. Issuer Name and Ticker or Trading Symbol Duckhorn Portfolio, Inc. [ NAPA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 9595 WILSHIRE BLVD., SUITE 510, 3. Date of Earliest Transaction (MM/DD/YY) 10/06/2024 (Street) BEVERLY HILLS, CA90212 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 6,377,923 I See Footnote ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MARLEE BUYER, INC. 9595 WILSHIRE BLVD., SUITE 510BEVERLY HILLS, CA90212 X BUTTERFLY UGP II, LLC 9595 WILSHIRE BLVD., SUITE 510 BEVERLY HILLS, CA90212 X WAGLAY ADAM C/O BUTTERFLY EQUITY LP 9595 WILSHIRE BLVD., SUITE 510 BEVERLY HILLS, CA90212 X BECK DUSTIN C/O BUTTERFLY EQUITY LP 9595 WILSHIRE BLVD., SUITE 510 BEVERLY HILLS, CA90212 X Signatures MARLEE BUYER, INC., By: Vishal Patel, Its: President, /s/ Vishal Patel 10/16/2024 Signature of Reporting Person Date By: Francesco D'Arcangelo, Its: Vice President, Secretary and Treasurer, /s/ Francesco D'Arcangelo 10/16/2024 Signature of Reporting Person Date BUTTERFLY UGP II, LLC, By: Adam Waglay, Its: Officer, /s/ Adam Waglay 10/16/2024 Signature of Reporting Person Date /s/ Adam Waglay 10/16/2024 Signature of Reporting Person Date /s/ Dustin Beck 10/16/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported 6,377,923 shares of Common Stock are directly held by certain funds and accounts managed indirectly by Messrs. Waglay and Beck, which amount is inclusive of the 5,779,734 shares of Common Stock held by funds for which Butterfly UGP II, LLC is the ultimate general partner.

Remarks: The Reporting Persons may be deemed to be in a 10% Owner group with certain investors affiliated with TSG Consumer Partners LLC and Brown-Forman Corporation as a result of the voting and support agreements entered into with each of the foregoing, which agreements relate to the contemplated merger of the Issuer with a subsidiary of Marlee Buyer, Inc.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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