What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-24 compared with 2025-03-25 · 119 added, 120 removed, 256 unchanged (48% of the section changed)

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Compensation Plans

Company had no equity compensation plan pursuant to which equity awards could be granted and no outstanding options or other equity awards

as of December 31, 2024.

Equity Compensation Plan Information under Item 12 Security Ownership of Certain Beneficial Owners and Management

and Related Shareholder Matters for information on our equity compensation plans.

Sales of Unregistered Securities

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statements contained in this report, see Cautionary Note on Forward-Looking Statements.

our significant accounting policies are described in more detail in Note 1 to our financial statements, we believe the following accounting

policies are those most critical to the judgements and estimates used in the preparation of our financial statements.

Accounting Policies and Estimates

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from these estimates under different assumptions or conditions.

our significant accounting policies are described in more detail in Note 1 to our financial statements, we believe the following accounting

policies are those most critical to the judgements and estimates used in the preparation of our financial statements.

– The Companys principal sources of revenue are derived from direct sales and sales through distributors of wine.

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The Company continues to emphasize growth in direct-to-consumer sales through use of the Hospitality Center,

opening new tasting rooms and growth in wine club membership.

The Company had 11,183 wine club memberships for the year ended December

31, 2024, a net decrease of 358 when compared to 2023.

Additionally, the Companys Preferred Stock sales since August 2015 have

resulted in approximately 14,715 preferred stockholders, many of which the Company believes are wine enthusiasts.

When considering joint

ownership, we believe these new shareholders represent approximately 22,072 potential customers of the Company.

The Company also has

approximately 3,249 shareholders of Common Stock which we believe represent an estimated 4,873 potential customers when considering joint

Additionally, the Company has made a significant investment in developing alternative wine brands, products, direct sales

methods, and locations.

opening tasting rooms and growth in wine club membership.

The Company had 10,481 wine club memberships as at December 31, 2025, a net

decrease of 702 when compared to December 31,2024.

Additionally, the Companys Preferred Stock sales since August 2015 have resulted

in approximately 14,811 preferred stockholders, many of which the Company believes are wine enthusiasts.

When considering joint ownership,

we believe these new shareholders represent approximately 22,216 potential customers of the Company.

The Company also has approximately

3,280 shareholders of Common Stock which we believe represent an estimated 4,920 potential customers when considering joint ownership.

Additionally, the Company has made a significant investment in developing alternative wine brands, products, direct sales methods, and

Periodically,

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a decrease of 13,405 cases, or 7.2% in the current year over the prior year.

The decrease in case sales was the result of lower sales

to wholesalers in 2024 when compared to 2023.

The decrease in case sales was primarily the result of both

lower direct sales and lower sales to wholesalers in 2025 when compared to 2024.

of sales includes grape costs, whether purchased or grown at Company vineyards, crush costs, winemaking and processing costs, bottling,

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compared to 2024

loss was $117,894 and $1,198,593, for the years ended December 31, 2024 and 2023, respectively, a decrease of $1,080,699, or 90.2%, for

the year ended December 31, 2024 over the prior year period.

The primary reason for this decrease was a higher gross profit from additional

sales revenue at higher margins in the current year being partially offset by higher interest expense in 2024 compared to the previous

loss applicable to common shareholders was $2,370,835 and $3,245,690, for the years ended December 31, 2024 and 2023, respectively, a

decrease of $874,855, or 27.0%, for the year ended December 31, 2024 over the prior year period.

This decrease was primarily driven by

a lower net loss, being partially offset by higher preferred stock dividends.

Company had net sales revenues of $39,782,442 and $39,136,114 for the years December 31, 2024 and 2023, respectively, an increase of

$646,328, or 1.7%, for the year ended December 31, 2024 over the prior year period primarily as a result of an increase in revenue from

direct sales, net of excise taxes, of $736,057, or 3.6% in 2024 compared to 2023, being partially offset by a decrease in revenue from sales to distributors

of $89,729 or 0.5% in 2024 compared to 2023.

Net loss was $917,685 and $117,894, for the years

ended December 31, 2025 and 2024, respectively, an increase in net loss of $799,791, for the year ended December 31, 2025 over the prior

The primary reason for this increase was a lower gross profit from reduced sales revenue in the current year, being partially

offset by higher other income in 2025 compared to the previous year as the result of a legal settlement received by the Company attributable

to historical wildfires.

Net loss applicable to common shareholders was $3,170,626

and $2,370,835, for the years ended December 31, 2025 and 2024, respectively, an increase of $799,791, or 33.7%, for the year ended December

31, 2025 over the prior year period.

This increase was driven by a higher net loss.

Company had net sales revenues of $37,197,122 and $39,782,442 for the years December 31, 2025 and 2024, respectively, a decrease of $2,585,320,

or 6.5%, for the year ended December 31, 2025 over the prior year period primarily as a result of a decrease in revenue from direct sales,

net of excise taxes, of $1,013,762, or 4.8% in 2025 compared to 2024, and a decrease in revenue from sales to distributors of $1,571,558

or 8.5% in 2025 compared to 2024.

Company has three primary sales channels:

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distributors.

During 2024, revenues from retail sales increased 3.8%, revenues from in-state sales increased 13.8%, and revenues from

During 2025, revenues from retail sales decreased 4.7%, revenues from in-state sales decreased 4.8%, and revenues from

out-of-state sales decreased 10.2%, compared to 2024.

sales included $0 and $69,924 of bulk wine and grape sales in the years ended December 31, 2024 and 2023, respectively, and represented

approximately 53.4% and 52.4% of the Companys total revenue for 2024 and 2023, respectively, while the Companys remaining

revenues came from sales through distributors.

following table sets forth certain information regarding the Companys revenue, excluding excise taxes, from the Winerys

operations for the twelve months ended December 31, 2024 and 2023:

sales included $0 of bulk wine and grape sales in the years ended December 31, 2025 and 2024, and represented approximately 54.4% and

53.4% of the Companys total revenue for 2025 and 2024, respectively, while the Companys remaining revenues came from sales

through distributors.

following table sets forth certain information regarding the Companys revenue, excluding excise taxes, from the Winerys operations

for the twelve months ended December 31, 2025 and 2024:

In-state sales

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Less excise taxes

sales revenues for the years ended December 31, 2024 and 2023 were $21,465,475 and $20,680,024 respectively, an increase of $785,451,

or 3.8%, for the year ended December 31, 2024 over the prior year period.

The increase in retail sales revenues in 2024 compared to 2023

was mostly a result of increased revenues from a new retail location being open for longer during 2024.

sales revenues for the years ended December 31, 2024 and 2023 were $6,470,363 and $5,686,517, respectively, an increase of $783,846,

sales revenues for the years ended December 31, 2025 and 2024 were $20,458,007 and $21,465,475 respectively, a decrease of $1,007,468,

or 4.7%, for the year ended December 31, 2025 over the prior year period.

The decrease in retail sales revenues in 2025 compared to 2024

was mostly a result of decreased revenues from internet, tasting room and telephone sales in 2025.

sales revenues for the years ended December 31, 2025 and 2024 were $6,158,602 and $6,470,363, respectively, a decrease of $311,761, or

4.8%, for the year ended December 31, 2025 over the prior year period.

sales revenues for the years ended December 31, 2025 and 2024 were $11,008,004 and $12,251,996, respectively, a decrease of $1,243,992,

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The Companys excise related taxes for the years ended

December 31, 2024 and 2023 were $405,392 and $431,714, respectively, a decrease of $26,322, for the year ended December 31, 2024 over

December 31, 2025 and 2024 were $427,491 and $405,392, respectively, an increase of $22,099, for the year ended December 31, 2025 over

the prior year period.

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This change was primarily the result of a reduction in the volume of

product sold and lower unit costs when compared to the prior year.

profit was $24,195,456 and $22,557,128 for the years ended December 31, 2024 and 2023, respectively, an increase of $1,638,328 or 7.3%,

product sold when compared to the prior year.

profit was $22,492,520 and $24,195,456 for the years ended December 31, 2025 and 2024, respectively, a decrease of $1,702,936 or 7.0%,

for the year ended December 31, 2025 over the prior year period.

This increase was primarily the result of higher prices being charged

for products and a higher percentage of total sales coming from direct sales in 2024 compared to the prior year.

gross margin percentage was 60.8% and 57.6% for the years ended December 31, 2024 and 2023, respectively, an increase of 3.2 percentage

This decrease was primarily the result of lower sales revenues in 2025

compared to the prior year.

gross margin percentage was 60.5% and 60.8% for the years ended December 31, 2025 and 2024, respectively, a decrease of 0.3 percentage

points, for the year ended December 31, 2025 over the prior year period.

This increase in the gross profit percentage was primarily the

result of higher direct sales prices and more sales coming from direct to consumer sales in 2024.

general and administrative expenses were $23,623,598 and $23,764,330 for the years ended December 31, 2024 and 2023, respectively, a

decrease of $140,732, or 0.6%, for the year ended December 31, 2024 over the prior year period.

This decrease was primarily as a result

of lower labor selling costs in 2024.

from operations was $571,858 and $(1,207,202) for the years ended December 31, 2024 and 2023, respectively, an increase of $1,779,060,

or 147.4%, for the year ended December 31, 2024 compared to the prior year period.

This increase was primarily the result of a higher

gross profit and lower labor operating expenses in 2024.

The decrease in the gross profit percentage was primarily the

result of higher discounts in 2025.

general and administrative expenses were $23,928,692 and $23,623,598 for the years ended December 31, 2025 and 2024, respectively, an

increase of $305,094, or 1.3%, for the year ended December 31, 2025 over the prior year period.

This increase was primarily as a result

of higher selling costs in 2025.

from operations was $(1,436,172) and $571,878 for the years ended December 31, 2025 and 2024, respectively, a decrease of $2,008,030,

for the year ended December 31, 2025 compared to the prior year period.

This decrease was primarily the result of lower sales and higher

selling expenses in 2025.

expense, net was $1,167,722 and $1,016,180 for the years ended December 31, 2025 and 2024, respectively, an increase of $151,542, or

14.9%, for the year ended December 31, 2025 over the prior year period.

The increase in interest expense was mainly due to the increase in average

loan balances in 2024 compared to the previous year.

income, net, was $99,629 and $114,827 for the years ended December 31, 2024 and 2023, respectively, a decrease of $15,198, or 13.2%,

for the year ended December 31, 2024 over the prior year period.

for income tax benefit was $226,799 and $487,861 for the years ended December 31, 2024 and 2023, respectively, a decrease of $261,062,

The increase in interest expense was mainly due to the increase

in average loan balances in 2025 compared to the previous year.

income, net, was $1,394,628 and $99,629 for the years ended December 31, 2025 and 2024, respectively, an increase of $1,294,999, for

the year ended December 31, 2025 over the prior year period.

The increase in other income was primarily due to the settlement of a legal

dispute in 2025 related to historical wildfires.

for income tax benefit was $291,581 and $226,799 for the years ended December 31, 2025 and 2024, respectively, an increase of $64,782,

or 28.6%, for the year ended December 31, 2025 over the prior year period.

This decrease in income tax benefit in 2024 compared to 2023

was primarily the result of a higher income from operations in 2024 compared to 2023 along with the impact of a change in the tax rate

related to amended returns to claim the credit for employer social security and medicare taxes paid on certain employee tips.

per common share after preferred dividends was $0.48 and $0.65 for the years ended December 31, 2024 and 2023, respectively, a decrease

This increase in income tax benefit in 2025 compared to 2024

was primarily the result of lower income from operations in 2025 compared to 2024, being partially offset by higher other income in 2025.

per common share after preferred dividends was $0.64 and $0.48 for the years ended December 31, 2025 and 2024, respectively, an increase

of $0.16, or 33.3%, for the year ended December 31, 2025 over the prior year period.

The primary reason for this decrease was a lower

net loss partially offset by higher preferred stock dividends in 2024 compared to 2023.

The reason for this increase was a higher net loss

in 2025 compared to 2024.

Company had cash balances of $410,886 at December 31, 2025, and $320,883 at December 31, 2024.

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credit balance of $3,140,140 at December 31, 2025, and $2,405,815 at December 31, 2024.

The Company had a bank overdraft of $473,016

at December 31, 2024, and $393,416 at December 31, 2023.

2024, the Companys earnings before interest, taxes, depreciation, and amortization (EBITDA) increased 71.1% to $3,995,135

from $2,334,629 in 2023, primarily as a result of a lower net loss in 2024.

The Company had no bank overdraft at December

31, 2025, and a bank overdraft of $473,016 at December 31, 2024.

2025, the Companys earnings before interest, taxes, depreciation, and amortization (EBITDA) decreased 19.7% to $3,209,021

from $3,995,135 in 2024, primarily as a result of a higher net loss in 2025.

does not reflect the impact of a number of items that affect our net income (loss), including financing costs.

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Year Ended December 31,

$ (1,198,593 )

Depreciation and amortization expense

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This represents a decrease of approximately

5,200 cases, or 2.7%, 2024 compared to 2023.

The decrease in case sales in 2024 compared to 2023 was the result of a decrease in sales

to distributors.

13,405 cases, or 7.2%, in 2025 compared to 2024.

The decrease in case sales in 2025 compared to 2024 was primarily the result of a decrease

in sales to distributors.

Company has three primary sales channels:

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Total grapes payable was $654,832 and $1,519,087 as of December 31, 2025 and 2024, respectively.

grapes payable includes $1,023,171 and $1,357,649 of grapes payable from long-term contracts as of December 31, 2024 and 2023, respectively.

payable includes $538,461 and $1,023,171 of grapes payable from long-term contracts as of December 31, 2025 and 2024, respectively.

Company plans to address long-term grape supply needs by developing new vineyards on properties currently owned or secured by lease.

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tasting room at the Companys Estate Winery in the Salem Hills, Oregon was awarded the Best Wine Tasting Room in

the country by USA Today in their 10 Best Readers Choice Awards.

The Company was also awarded the #2 Best Wine

Club in the nation by USA Today.

Companys Willamette Valley Vineyards 2021 Elton Pinot Noir received a 93 score, the 2022 Reisling scored 92 points, 2022 Estate

Pinot Noir scored 91 points, 2022 Dijon Clone Chardonnay scored 90 points, 2022 Riesling scored 92 points and the 2022 Whole Cluster

Pinot Noir scored 90 points from the International Wine Report.

International Wine Report also scored the 2019 Pambrun Chrysologue at 93 points, 2021 Domaine Willamette Brut scored 92 points, 2022

Maison Bleue Voltigeur Viognier 92 points and 2021 Maison Bleue Frontière Syrah 91 points.

Companys 2021 Bernau Block Pinot Noir received a score of 95 from Beverage Dynamics.

Enthusiast Magazine awarded the Companys Willamette Valley Vineyards 2021 Bernau Block Pinot Noir 93 points, and the 2022 Dijon

Clone Chardonnay was also awarded 91 points.

International Wine Competition awarded Gold and 93 points to 2022 Estate Chardonnay, 2022 White Pinot Noir was also awarded Gold/Best

of Class and 90 points.

Suckling rated the Companys 2021 Elton Pinot Noir 92 points and the 2021 Signature Cuvée Pinot Noir 91 points.

rated the Companys 2021 Estate Pinot Noir 91 points, Dijon Clone Chardonnay 91 points, 2021

Elton Chardonnay 91 points and the 2022 Pinot Gris 90 points.

Bargreen rated the Companys 2020 Domaine Willamette Méthode Traditionnelle Brut Rosé, 2022 Tualatin Estate Chardonnay,

2021 Mètis Red Blend and 2022 Dry Riesling all 92 points.

Bargreen also scored the 2022 Dry Gewürztraminer at 91 points and

the 2023 Pinot Blanc and 2022 Tualatin Estate White

Pinot Noir 92 points.

the country by USA Today in their 10 Best Readers Choice Awards for the second consecutive year.

The Company was

also awarded the #2 Best Wine Club in the nation by USA Today for the second consecutive year.

Enthusiast Magazine rated the 2022 Père Ami Red Blend 93 points, 2022 Métis Red Blend 94 points, Willamette Valley

Vineyards 2023 Founders Reserve Pinot Noir and 2023 Dijon Clone Chardonnay 92 points, and the 2022 Bernau Estate Pinot Noir 93

Suckling rated the 2023 Founders Reserve Pinot Noir and Chardonnay 93 points.

National Sales 2023 White Pinot Noir received

91 points and the 2023 Whole Cluster Pinot Noir 92 points.

Bargreen rated the 2023 Bernau Block Pinot Noir 93 points, 2023 Whole Cluster Pinot Noir 92 points, and National Sales 2023 White

Pinot Noir received 91 points.

International

Wine Report scored the 2021 Domaine Willamette Blanc de Blancs and Brut Rosé 92 points.

National Sales 2024 Pinot Gris

received 91 points and the 2023 Whole Cluster Rosé of Pinot Noir 90 points.

Wine Ratings Competition awarded the Companys 2023 Estate Pinot Noir 94 points, 2023 Whole Cluster Pinot Noir 93 points, National

Sales 2023 Pinot Gris and 2023 White Pinot Noir 92 points, the 2023 Dijon Clone Pinot Noir rated 92 points.

Company has historically experienced and expects to continue to experience seasonal fluctuations in its revenue and net income.

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cash used in operating activities for the year ended December 31, 2025 was $1,790,239, which resulted primarily from a net loss in 2025

as well as increased inventory and lower grapes payable.

This was partially offset by depreciation, and an increase in accrued expenses.

cash used in investing activities for the year ended December 31, 2024 was $2,089,705, which primarily consisted of cash used on land

purchase, property development and vineyard development costs.

as well as increased accounts receivable and lower grapes payable.

This was partially offset by depreciation.

cash used in investing activities for the year ended December 31, 2025 was $502,887, which primarily consisted of cash used on purchase

of production equipment and vineyard development costs.

cash provided from financing activities for the year ended December 31, 2025 was $2,383,129, which primarily consisted of proceeds from

long term debt, being partially offset by the payment of a preferred stock dividend and payments on long term debt.

December of 2005, the Company entered into a revolving line of credit agreement with Umpqua Bank (the Credit Agreement)

that allows borrowing up to $2,000,000 against eligible accounts receivable and inventories, as defined in the agreement.

The revolving

line bears interest at prime less 0.5%, with a floor of 3.25%, is payable monthly, and is subject to renewal.

In July 2021, the Company

renewed the Credit Agreement until July 31, 2023.

In November 2022, the Company increased the borrowing line up to $5,000,000.

2023 the line of credit was renewed for an additional two years.

The Company had an outstanding line of credit balance of $2,405,815

at December 31, 2024, at an interest rate of 7.0%, and an outstanding line of credit balance of $2,684,982 at December 31, 2023, at an

interest rate of 8.0%.

of December 31, 2024, the Company had a total long-term debt balance of $14,042,910 owed to AgWest, including the portion due in the

next year, exclusive of debt issuance costs of $178,908.

As of December 31, 2023, the Company had a total long-term debt balance of $7,590,659,

exclusive of debt issuance costs of $105,989.

The debt with AgWest was used to finance the Estate Hospitality Center and subsequent remodels,

invest in winery equipment to increase the Companys winemaking capacity, acquire new vineyard land for future development and

finance new tasting room locations.

long term debt and investor deposits, being partially offset by the payment of a preferred stock dividend and payments on long term debt.

December of 2005, the Company entered into a revolving line of credit agreement with Columbia Bank (the Credit Agreement)

that allows borrowing up to $2,000,000 against eligible accounts receivable and inventories, as defined in the Credit Agreement.

revolving line bears interest at prime less 0.5%, with a floor of 3.25%, is payable monthly, and is subject to renewal.

In November 2022,

the Company increased the borrowing line up to $5,000,000.

In July 2025, the Company renewed the Credit Agreement until July 31, 2026.

The Company had an outstanding line of credit balance of $3,140,140 at December 31, 2025, at an interest rate of 7.0%, and an outstanding

line of credit balance of $2,405,815 at December 31, 2024, at an interest rate of 7.0%.

The Credit Agreement includes various covenants,

which among other things, requires the Company to maintain minimum amounts of tangible net worth, debt-to-equity, and debt service coverage,

as defined, and limits the level of acquisitions of property and equipment.

As of December 31,

2025, the Company was out of compliance with a debt covenant.

The Company has received a waiver from Columbia Bank waiving this violation

until the next measurement date of December 31, 2026.

of December 31, 2025, the Company had a total long-term debt balance of $15,184,395 owed to AgWest Farm Credit, including the portion

due in the next year, exclusive of debt issuance costs of $158,837.

As of December 31, 2024, the Company had a total long-term debt balance

of $14,042,910, exclusive of debt issuance costs of $178,908.

The debt with AgWest was used to finance the Estate Hospitality Center

and subsequent remodels, invest in winery equipment to increase the Companys winemaking capacity, acquire new vineyard land for

future development and finance new tasting room locations.

of December 31, 2025, the Company had an installment note payable of $884,221, due in quarterly payments of $42,534 through February

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity