What changed in this filing

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Item 9A. Controls and Procedures

2026-03-24 compared with 2025-03-25 · 182 added, 130 removed, 313 unchanged (50% of the section changed)

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carried out an evaluation as of the end of the period covered by this Annual Report on Form 10-K, under the supervision and with the

participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure

controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-5(e) under the Exchange Act) pursuant to paragraph (b) of

Rules 13a-15 and 15d-5 under the Exchange Act.

Based on that review, our Chief Executive Officer and our Chief Financial Officer have

concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures are effective

to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act:

(1) is recorded, processed,

summarized, and reported within the time periods specified in the SECs rules and forms;

and (2) is accumulated and communicated

to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions

regarding required disclosure.

participation of our management, including our President and our Chief Financial Officer, of the effectiveness of our disclosure controls

and procedures (as such term is defined in Rules 13a-15(e) and 15d-5(e) under the Exchange Act) pursuant to paragraph (b) of Rules 13a-15

and 15d-5 under the Exchange Act.

Based on that review, our President and our Chief Financial Officer have concluded that, as of the

end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures are effective to ensure that information

required to be disclosed by us in the reports we file or submit under the Exchange Act:

(1) is recorded, processed, summarized, and reported

within the time periods specified in the SECs rules and forms;

and (2) is accumulated and communicated to our management, including

our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

should be noted that any system of controls is based in part upon certain assumptions designed to obtain reasonable (and not absolute)

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OTHER INFORMATION

the quarter ended December 31, 2025, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements

or non-Rule 10b5-1 trading arrangements, as defined in Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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following table sets forth certain information regarding the Companys directors and executive officers:

Position(s) with the Company

Chairperson of the Board, CEO

President and Director

Craig Smith (2)(3)(4)

Secretary and Director

Chief Financial Officer

with the Company

of the Board,

Smith (2)(3)(4)

Financial Officer

Executive Officer

Turel (1)(2)(3)(4)

Cara Pepper Day (1)

of the Compensation Committee

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each director and executive officer of the Company.

Bernau has been President and Chief Executive Officer of the Company and Chairperson of the Board of Directors

of the Company since its inception in May 1988.

Bernau, an Oregon winegrower, originally established Willamette Valley Vineyards

as a sole proprietorship in 1983, and he co-founded the Company in 1988 with Salem grape grower, Donald Voorhies.

From 1981 to September

Bernau was Director of the Oregon Chapter of the National Federation of Independent Businesses (NFIB), an association

of 15,000 independent businesses in Oregon.

Bernau has served as the President of the Oregon Winegrowers Association and the Treasurer

of the associations Political Action Committee (PAC) and Chair of the Promotions Committee of the Oregon Wine Advisory Board,

the State of Oregons agency dedicated to the development of the industry.

Bernau has been President of the Company and Chairperson of the Board of Directors of the Company since its

inception in May 1988.

Bernau, an Oregon winegrower, originally established Willamette Valley Vineyards as a sole proprietorship

in 1983, and he co-founded the Company in 1988 with Salem grape grower, Donald Voorhies.

From 1981 to September 1989, Mr.

Director of the Oregon Chapter of the National Federation of Independent Businesses (NFIB), an association of 15,000 independent

businesses in Oregon.

Bernau has served as the President of the Oregon Winegrowers Association and the Treasurer of the associations

Political Action Committee (PAC) and Chair of the Promotions Committee of the Oregon Wine Advisory Board, the State of Oregons

agency dedicated to the development of the industry.

In March 2005, Mr.

Bernau received the industrys

Founders Award for his service.

Bernaus qualifications to serve on the Companys Board of Directors include his

more than 30 years of leadership of the Company and his industry experience and contacts.

Bernau received the industrys Founders Award for

Bernaus qualifications to serve on the Companys Board of Directors include his more than 35 years of leadership

of the Company and his industry experience and contacts.

Smith , MBA, JD – Mr.

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include his more than 20 years of accounting and business management experience.

Cara Pepper Day – Ms.

Pepper Day joined

the Board on July 16, 2022.

She has spent the last 13 plus years in technology specific to beverage alcohol with GreatVines, Andavi Solutions,

and Crafted ERP by Doozy Solutions.

From February 2011 to May 2021, Ms.

Pepper Day anchored the Sales and Success teams at GreatVines

rising to Director of Customer Success.

From May 2021 to November 2021 Ms.

Pepper Day served as VP of Customer Success at Andavi Solutions.

In November of 2021 Ms.

Pepper Day joined the team at Crafted ERP by Doozy Solutions.

With the industry shift and need for more sales

and distributor collaboration support she has recently rejoined the team at Andavi Solutions as the VP of Customer Development.

Pepper Day holds a Bachelor of Arts degree from Linfield University in Mathematics.

She was awarded the Willamette Valley Vineyards

Bacchus Employee of the Year award in 2006.

Pepper Day’s qualifications to serve on the Board include her breadth of sales,

technology and beverage industry understanding and experience.

Rose joined the Board on July 16, 2022.

Rose started her career at WVV as a marketing intern and worked in

the tasting room during her time at Willamette University where she received a Bachelor of Arts in Anthropology.

years of experience innovating and implementing marketing and event campaigns – including seven years (from 2015 – 2022)

for Compass Group at Microsoft, where she was responsible for the customer experience including storytelling, events, and

communications for 40,000+ Microsoft employees on the expansive Puget Sound campus.

While she also spent some time working for

a start-up (2023-2023), she has rejoined the food and hospitality industry once again at Compass Group at Amazon in 2023, responsible for

the events, marketing and storytelling across the enterprise at Amazon.

Rose is also on her local schools PTA

board in Communications.

Roses qualifications to serve on the Board include her marketing, event, and hospitality

Rose started her career at WVV as a marketing intern and worked in the

tasting room during her time at Willamette University where she received a Bachelor of Arts in Anthropology.

Rose has 15+ years of

experience innovating and implementing marketing and event campaigns – including seven years (from 2015 – 2022) for Compass

Group at Microsoft, where she was responsible for the customer experience including storytelling, events, and communications for 40,000+

Microsoft employees on the expansive Puget Sound campus.

While she also spent some time working for a start-up (2023-2023), she

has rejoined the food and hospitality industry once again at Compass Group at Amazon in 2023, responsible for the events, marketing and

storytelling across the enterprise at Amazon.

Rose is also on her local schools PTA board in Communications.

Roses qualifications to serve on the Board include her marketing, event, and hospitality expertise.

Section 16(a) Reports

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Based solely on a review of copies of such forms received by the Company and written representations

received by the Company from certain reporting persons, the Company believes that except for one Form 4 that was filed late by Jim Bernau

and two Form 4s that were filed late by Stanley Turel, all Section 16(a) reports required to be filed by the Companys executive

officers, directors and 10% stockholders were filed on a timely basis for the year ended December 31, 2024.

received by the Company from certain reporting persons, the Company believes that except for one Form 3 and three Form 4s that

was filed late by Michael Osborn, all Section 16(a) reports required to be filed by the Companys executive officers, directors

and 10% stockholders were filed on a timely basis for the year ended December 31, 2025.

Company has adopted a code of ethics applicable to its principal executive officer, principal financial officer, principal accounting

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following table sets forth certain information concerning compensation paid or accrued by the Company, to or on behalf of the Companys

principal executive officer, James W.

Bernau and Chief Financial Officer, John Ferry for the fiscal years ended December 31, 2024 and

December 31, 2023.

No other executive officer of the Company received total compensation in 2024 in excess of $100,000, and thus disclosure

is not required for any other person.

President, James W.

Bernau, Chief Executive officer, Mike Osborn and Chief Financial Officer, John Ferry for the fiscal years ended December

31, 2025 and December 31, 2024.

No other executive officer of the Company received total compensation in 2025 in excess of $100,000,

and thus disclosure is not required for any other person.

compensation information is as follows:

Summary Compensation Table

Incentive Plan

Principal Position

Bernau, James W.,

President, Chief Executive

Chief Financial Officer

other compensation includes Company payments for medical insurance, value of lodging, Board of Director stipends, life insurance payments

and Company 401(k) matching contributions.

Compensation Table

Chief Executive

Financial Officer

Executive Officer

other compensation includes Company payments for medical insurance, value of lodging, Board

of Director stipends (Mr.

Bernau), life insurance payments and Company 401(k) matching contributions.

Employment Agreement – The Company and Mr.

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Ferry is also due a retention payment of $150,000 if he is with the Company through April 30, 2026.

Equity Awards at Fiscal Year-End

were no equity awards or other equity awards held by our named executive officers outstanding as of December 31, 2024.

Employment Agreement – The Company and Mr.

Osborn are parties to an employment agreement dated May 12, 2025 (the Osborn

Employment Agreement), pursuant to which Mr.

Osborn is entitled to an annualized base salary of $425,000 (the Osborn Base

Salary) through December 31, 2026.

Beginning January 1, 2027, the Osborn Base Salary shall be adjusted upward tied to the year-over-year

percentage change in the consumer price index for urban wage earners (CPI-W) published by the United States Bureau of Labor Statistics.

From such date onward, the Base Salary also may be increased by the Company in its sole discretion.

terms of the Osborn Employment Agreement also provide that Mr.

Osborn is eligible for an annual discretionary (nonguaranteed) target

incentive bonus ( the Osborn TIB) conditioned upon the Company achieving certain financial performance goals for each fiscal

The Osborn TIB target is equal to five percent (5%) of the Companys pre-tax income above $3,500,000.00 for the applicable

fiscal year (as determined by the Companys Board of Directors in its reasonable discretion based on audited year-end financials),

capped at 25% of the Osborn Base Salary.

subject to both the approval of the Companys Board of Directors and Mr.

Osborns continued employment as the Companys

Chief Executive Officer, Mr.

Osborn is entitled to receive the following equity incentive awards:

(i) 15,000 shares of the Companys

common stock no later than 90 days after May 19, 2025 (the Osborn Start Date), (ii) 7,000 performance restricted stock

units (the PSUs) on the one year anniversary of the Osborn Start Date and on each successive annual anniversary of the

Osborn Start Date for a period of ten years, with each such Osborn PSU vesting into a share of the Companys common stock one year

from the date of grant, (iii) 200,000 PSUs, which become eligible for vesting in the period commencing on the date that is fifth anniversary

of the Osborn Start Date and ending on the date that is five years after such anniversary date (the Osbron Long Term Incentive

Period), will vest upon the occurrence of the following events during the Osborn Long Term Incentive Period:

(A) 50,000 PSUs shall

vest if the trading price of the Companys shares of common stock on Nasdaq is at least $12 per share on average for a period of

three months during any one year period;

(B) an additional 50,000 PSUs shall vest if the trading price of the Companys shares

of common stock on Nasdaq is at least $15 per share on average for a period of three months during any one year period;

50,000 PSUs shall vest if the trading price of the Companys shares of common stock on Nasdaq is at least $20 per share on average

for a period of three months during any one year period;

and (D) the final 50,000 PSUs shall vest if the trading price of the Companys

shares of common stock on Nasdaq is at least $25 per share on average for a period of three months during any one year period.

Payments Upon Termination or Change In Control

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Ferry would be entitled to receive one years salary.

the event that Mr.

Osborn is terminated by the Company without Cause (as defined in the Osborn Employment Agreement) or Mr.

Osborn resigns

for Good Reason (as defined in the Osborn Agreement), the Company is required to promptly pay Mr.

Osborn (i) all accrued but unused vacation

time, and (ii) all unreimbursed expenses properly incurred by you on behalf of the Company (iii) if the termination date is prior to

the one (1) year anniversary of the Osborn Start Date, Mr.

Osborn is entitled to cash severance equal to four (4) months of the

Osborn Base Salary, or if termination date is on or after the (1) year anniversary of the Osborn Start Date, then Mr.

Osborn is entitled

to cash severance equal to 12 months of the Osborn Base Salary and (iv) continuation coverage for Mr.

Osborn (and, if they are

covered on his termination date, Mr.

Osborns eligible dependents) under the Companys group health plan pursuant to Section

4980B of the Code ( COBRA ) for a period ranging from 4 to 12 months from Mr.

Osborns termination date, depending

on the duration of his employment with the Company.

following table sets forth information concerning compensation of the Companys directors other than Mr.

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Incentive Plan

Elizabeth Spencer*

Cara Pepper Day*

the Board 06/05/24 and resigned from Board 2/13/25

Pepper Day decided not to stand for re- election to the board at the 2025 annual meeting of the Company’s Stockholders.

compensation for James L.

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$200 per committee meeting.

and Practices for Granting Certain Equity Awards

noted below, we do not have any active equity compensation plans, and no options or other equity awards are outstanding.

We do not currently

have any plans to issue any such awards.

If and when we begin issuing such awards, we will take precautions reasonably designed to ensure

we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Compensation Plan Information

Company does not have any active equity compensation plans, and no options or other equity awards are outstanding.

Willamette Valley Vineyards Inc, 2025 Omnibus Equity Incentive Plan (2025 Plan) was adopted by the Companys board of

directors on September 9, 2025.

During the twelve months ended December 31, 2025, the Company granted 285,000 restricted share units

under the 2025 Plan, of which 15,000 restricted share units vested during the year.

following table gives information as of December 31, 2025, the end of the most recently completed fiscal year, about shares of the Companys

common stock that may be issued pursuant to the 2025 Plan.

Plan Category

Stock Options,

Exercise Price

of Outstanding

Stock Options,

Available for

Future Issuance

Securities (a) )

Equity Compensation Plans Approved by Shareholders

Equity Compensation Plans Not Approved by Shareholders

Ownership of Certain Beneficial Owners and Management

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John Ferry, CFO

Mike Osborn, CEO

Ellis, Director

3 unchanged sentences

Sarah Rose, Director

Cara Pepper Day, Director

Christopher Riccardi

100 Tall Pine Ln., Apt 2102, Naples, FL 34105

LaSalle St, Suite 4350.

Chicago, IL 60654

All Directors and Executive Officers as a group (9 persons)

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Riccardi with the SEC on December 29, 2015.

on a Schedule 13G/A filed by Mr.

Thoma with the SEC on February 8, 2017.

Beneficial ownership includes 139,429 shares held by the Carl

Thoma Roth IRA, TD Ameritrade Clearing Custodian for the benefit of Mr.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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PRINCIPAL ACCOUNTING FEES AND SERVICES

Adams LLP served as the Companys independent registered public accounting firm for the years ended December 31, 2024 and 2023.

Fees for professional services provided by our independent registered public accounting firm in each of the last two fiscal years, in

each of the following categories are:

Tilly US LLP (formerly Moss Adams LLP) served as the Companys independent registered public accounting firm for the years ended

December 31, 2025 and 2024.

Fees for professional services provided by our independent registered public accounting firm in each of the

last two fiscal years, in each of the following categories are:

Years Ended December 31,

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policies and procedures

is the policy of the Company not to enter into any agreement for Moss Adams LLP to provide any non-audit services to the Company unless

(a) the agreement is approved in advance by the Audit Committee or (b) (i) the aggregate amount of all such non-audit services constitutes

no more than 5% of the total amount the Company pays to Moss Adams LLP during the fiscal year in which such services are rendered, (ii)

such services were not recognized by the Company as constituting non-audit services at the time of the engagement of the non-audit services

and (iii) such services are promptly brought to the attention of the Audit Committee and prior to the completion of the audit were approved

by the Audit Committee or by one or more members of the Audit Committee who are members of the Board to whom authority to grant such

approvals has been delegated by the Audit Committee.

The Audit Committee will not approve any agreement in advance for non-audit services

unless (1) the procedures and policies are detailed in advance as to such services, (2) the Audit Committee is informed of such services

prior to commencement and (3) such policies and procedures do not constitute delegation of the Audit Committees responsibilities

to management under the Exchange Act.

In the fiscal years ended December 31, 2024 and 2023 all of the services performed by Moss Adams

LLP were pre-approved by the audit committee.

is the policy of the Company not to enter into any agreement for Baker Tilly US LLP to provide any non-audit services to the Company

unless (a) the agreement is approved in advance by the Audit Committee or (b) (i) the aggregate amount of all such non-audit services

constitutes no more than 5% of the total amount the Company pays to Baker Tilly US LLP during the fiscal year in which such services

are rendered, (ii) such services were not recognized by the Company as constituting non-audit services at the time of the engagement

of the non-audit services and (iii) such services are promptly brought to the attention of the Audit Committee and prior to the completion

of the audit were approved by the Audit Committee or by one or more members of the Audit Committee who are members of the Board to whom

authority to grant such approvals has been delegated by the Audit Committee.

The Audit Committee will not approve any agreement in advance

for non-audit services unless (1) the procedures and policies are detailed in advance as to such services, (2) the Audit Committee is

informed of such services prior to commencement and (3) such policies and procedures do not constitute delegation of the Audit Committees

responsibilities to management under the Exchange Act.

In the fiscal years ended December 31, 2025 and 2024 all of the services performed

by Baker Tilly US LLP were pre-approved by the audit committee.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

following documents are filed as part of this report:

(1) Financial

Index to Financial Statements in Item 8 of this Annual Report on Form 10-K.

(2) Financial

Statement Schedules

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of Incorporation of Willamette Valley Vineyards, Inc.

(incorporated by reference from the Companys Regulation A Offering

Statement on Form 1-A [File No.

( incorporated by reference to Exhibit 3.1 to the Companys Quarterly

Report on Form 10-Q for the quarterly period ended March 31, 2025, filed on May 13, 2025, File No.

of Amendment, dated August 22, 2000 ( incorporated herein by reference to Exhibit 3.4 to the Companys Form 10-Q for the

quarterly period ended June 30, 2008, filed on August 14, 2008, File No.

of Correction to the Articles of Amendment to the Articles of Incorporation of Willamette Valley Vineyards, Inc., dated June 22,

2015 ( incorporated by reference to Exhibit 3.3 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended

March 31, 2025, filed on May 13, 2025, File No.

of Amendment to the Articles of Incorporation of Willamette Valley Vineyards, Inc., dated June 22, 2015, as corrected on July 22,

2015 ( incorporated by reference to Exhibit 3.4 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended

March 31, 2025, filed on May 13, 2025, File No.

of Amendment to the Articles of Incorporation of Willamette Valley Vineyards, Inc., dated March 16, 2016 ( incorporated by reference

to Exhibit 3.5 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed on May 13,

2025, File No.

of Amendment to the Articles of Incorporation of Willamette Valley Vineyards, Inc., dated August 9, 2022.

( incorporated by reference

to Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed on May 13,

2025, File No.

and Restated Bylaws of Willamette Valley Vineyards, Inc.

(incorporated by reference from the Companys Current Report

on Form 8-K filed with the SEC on November 20, 2015 [File No.

and Restated Certificate of Designation regarding the Series A Redeemable Preferred Stock (incorporated by reference from

the Companys Current Report on Form 8-K filed with the SEC on March 16, 2016 [File No.

( incorporated by reference from the Companys Current Reports on

Form 8-K filed on November 20, 2015, File No.

and Restated Certificate of Designation regarding the Series A Redeemable Preferred Stock (incorporated by reference from the

Companys Current Report on Form 8-K filed with the SEC on March 16, 2016 [File No.

of Common Stock (incorporated by reference from the Companys Annual Report on Form 10-K for the fiscal year ended December

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Agreement between Willamette Valley Vineyards, Inc.

Bernau dated August 3, 1988 (incorporated by reference from

the Companys Regulation A Offering Statement on Form 1-A [File No.

Bernau dated August 3, 1988 (incorporated by reference from the

Companys Regulation A Offering Statement on Form 1-A [File No.

Agreement between Willamette Valley Vineyards, Inc.

and John Ferry dated September 11, 2019 (incorporated by reference from

the Companys Current Report on Form 8-K filed with the SEC on September 16, 2019 [File No.

and John Ferry dated September 11, 2019 (incorporated by reference from the Companys

Current Report on Form 8-K filed with the SEC on September 16, 2019 [File No.

Agreement between Willamette Valley Vineyards, Inc.

and Michael Osborn dated May 12, 2025 (incorporated by reference from the

Companys Current Report on Form 8-K filed with the SEC on May 15, 2025 [File No.

Note and Loan Agreement dated May 28, 1992 by and between Northwest Farm Credit Services, Willamette Valley Vineyards, Inc.

and Cathy Bernau (incorporated by reference from the Companys Regulation A Offering Statement on Form 1-A [File No.

Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.1 from the Companys Registration Statement on Form

S-8 filed with the SEC on November 12, 2025 [File No.

of Ethics (incorporated by reference from the Companys Proxy Statement on Schedule 14A, filed on June 30, 2004)

Consent of Moss Adams LLP, Independent Registered Public Accounting Firm (Filed herewith)

Certification of Chief Executive Officer required by Rule 13a-14(a) of the Securities Exchange Act of 1934 (Filed herewith)

Consent of Baker Tilly US LLP, Independent Registered Public Accounting Firm (Filed herewith)

Certification of Principal Executive Officer required by Rule 13a-14(a) of the Securities Exchange Act of 1934 (Filed herewith)

Certification of Chief Financial Officer required by Rule 13a-14(a) of the Securities Exchange Act of 1934 (Filed herewith)

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(Furnished, not filed, herewith)

Clawback Policy (incorporated by reference from the Companys Annual Report on Form 10-K for the fiscal year ended December 31,

Policy (incorporated by reference from the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2023

filed with the SEC on March 26, 2024 [File No.

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cover page from the Companys Annual Report on Form 10-K for the year ended December 31, 2025 has been formatted in Inline

exhibits listed under Item 15(a)(3) hereof are filed as part of this Form 10-K, other than Exhibits 32.1 and 32.2, which shall

be deemed furnished.

exhibits listed under Item 15(a)(3) hereof are filed as part of this Form 10-K, other than Exhibits 32.1 and 32.2, which shall be

deemed furnished.

financial statement schedules are omitted either because:

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Accounting Officer)

Cara Pepper Day

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 9A. Controls and Procedures