WILLAMETTE VALLEY VINEYARDS INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures We 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 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 SEC’s 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. It should be noted that any system of controls is based in part upon certain assumptions designed to obtain reasonable (and not absolute) assurance as to its effectiveness, and there can be no assurance that any design will succeed in achieving its stated goals. Internal Control over Financial Reporting Management’s Report on Internal Control over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act and includes those policies and procedures that: (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. All internal controls, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013) . Based on this assessment, management has concluded that, as of December 31, 2025, our internal control over financial reporting was effective. Changes in Internal Control over Financial Reporting There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company’s fourth fiscal quarter that our certifying officers concluded materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. ITEM 9B. OTHER INFORMATION During 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. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 45 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth certain information regarding the Company’s directors and executive officers: Group Term Name Position(s) with the Company Age Number Ends James W. Bernau (3) Chairperson of the Board, 72 I 2026 President and Director Craig Smith (2)(3)(4) Secretary and Director 79 II 2027 John Ferry Chief Financial Officer 60 NA NA Mike Osborn Chief Executive Officer 56 NA NA James L. Ellis (3) Director 81 III 2028 Sean M. Cary (2) Director 52 I 2026 Stan G. Turel (1)(2)(3)(4) Director 77 II 2027 Sarah Rose (1) Director 40 II 2027 (1) Member of the Compensation Committee (2) Member of the Audit Committee (3) Member of the Executive Committee (4) Member of the Capital Development Committee All directors hold office until the end of their term’s respective annual meeting of shareholders or until their successors have been elected and qualified. Executive officers are appointed by the Board and serve at the pleasure of the Board. The Board is divided into three groups (I, II, and III). Each director shall serve for a term ending on the date of the third annual meeting following the annual meeting at which such director was elected. There are no family relationships among any of our current directors or executive officers. Set forth below is additional information about each director and executive officer of the Company. James W. Bernau – Mr. Bernau has been President of the Company and Chairperson of the Board of Directors of the Company since its inception in May 1988. Mr. 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. Bernau was Director of the Oregon Chapter of the National Federation of Independent Businesses (“NFIB”), an association of 15,000 independent businesses in Oregon. Mr. Bernau has served as the President of the Oregon Winegrowers Association and the Treasurer of the association’s Political Action Committee (PAC) and Chair of the Promotions Committee of the Oregon Wine Advisory Board, the State of Oregon’s agency dedicated to the development of the industry. In March 2005, Mr. Bernau received the industry’s Founder’s Award for his service. Mr. Bernau’s qualifications to serve on the Company’s Board of Directors include his more than 35 years of leadership of the Company and his industry experience and contacts. Craig Smith , MBA, JD – Mr. Smith has served as a director since October 2007 and as Secretary since 2009. For over 20 years Mr. Smith served as the Vice President/Chief Financial Officer of Chemeketa Community College in Salem, Oregon. He was an Adjunct Professor at the Atkinson Graduate School of Management at Willamette University, as well as Managing Partner of Faler, Grove, Mueller & Smith, a large local CPA firm. He has served on many State of Oregon commissions and as the Board Chairperson for many of the local non-profit and educational institutions including the Salem Keizer School Board, Chemeketa Community College Board of Education, Oregon State Fair Council, Oregon Fair Dismissal Appeals Board, Mid-Willamette Valley Council of Governments, Oregon School Boards Association and the United Way. Now retired Mr. Smith was a member of the Oregon State Bar as well as a Certified public accountant. Mr. Smith’s qualifications to serve on the Company’s Board of Directors include his financial and accounting experience. John Ferry – Mr. Ferry has served as Chief Financial Officer of the Company since September 2019, and served as President of Contact Industries, a wood products-based OEM supplier, from November 2014 until July 2019. He served as CFO of Lifeport Inc., a division of Sikorsky Aircraft, from April 2012 to November 2014. Further, he has served in senior financial leadership positions in various Aerospace-related industries dating back to 1996. Mr. Ferry has earned an Executive MBA from Bath University, in England, and a MA Hon’s degree in Accounts/Economics from Dundee University in Scotland. 46 James L. Ellis – Mr. Ellis has served as a director since July 1991. Mr. Ellis retired from full time duties with the Company in July of 2009. He currently serves as the Company’s ombudsman and works part-time on selected projects. Mr. Ellis previously served as the Company’s Director of Human Resources from 1993 to 2009. He was the Company’s Secretary from 1997 to 2009, and Vice President /Corporate from 1998 to 2009. From 1990 to 1992, Mr. Ellis was a partner in Kenneth L. Fisher, Ph.D. & Associates, a management-consulting firm. From 1980 to 1990, Mr. Ellis was Vice President and General Manager of R.A. Kevane & Associates, a Pacific Northwest personnel-consulting firm. From 1962 to 1979, Mr. Ellis was a member of and administrator for the Christian Brothers of California, owner of Mont La Salle Vineyards and producer of Christian Brothers wines and brandy. Mr. Ellis’ qualifications to serve on the Company’s Board of Directors include his prior experience as a member of the Company’s senior management, as well as more than 40 years of business experience. Sean M. Cary – Mr. Cary has served as a director since July 2007. Mr. Cary is the Chief Financial Officer of Pacific Excavation, Inc., a Eugene, Oregon based heavy and civil engineering contractor. Previously, Mr. Cary served as the CFO of CBT Nuggets, LLC, the Corporate Controller of National Warranty Corporation, the CFO of Cascade Structural Laminators and prior to that as Controller of Willamette Valley Vineyards. Mr. Cary served in the U.S. Air Force as a Financial Officer. Mr. Cary holds a Master of Business Administration degree from the University of Oregon and a Bachelor of Science Degree in Management from the U.S. Air Force Academy. Mr. Cary’s qualifications to serve on the Company’s Board of Directors include his financial and accounting expertise. Stan G. Turel – Mr. Turel has served as a director since November 1994. Mr. Turel is President of Turel Enterprises, a real estate management company managing his own properties in Oregon, Washington and Idaho and is President of Columbia Pacific Tax in Bend, Oregon. Prior to his current activities, Mr. Turel was the Principal and CEO of Columbia Turel, (formerly Columbia Bookkeeping, Inc.) a position which he held from 1974 to 2001. Prior to the sale of the company to Fiducial, one of Europe’s largest accounting firms, Columbia had approximately 26,000 annual tax clients including approximately 4,000 small business clients. Additionally, Mr. Turel successfully operated as majority owner of two cable TV companies during the 80’s and 90’s which were eventually sold to several public corporations. Mr. Turel is a pilot, author, was a former delegate to the White House Conference on Small Business and held positions on several state and local Government committees. Mr. Turel’s qualifications to serve on the Company’s Board of Directors include his more than 20 years of accounting and business management experience. Sarah Rose – Ms. Rose joined the Board on July 16, 2022. Ms. 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. Ms. 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. Ms. Rose is also on her local school’s PTA board in Communications. Ms. Rose’s qualifications to serve on the Board include her marketing, event, and hospitality expertise. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires the Company’s officers, directors and persons who own more than 10% of a registered class of the Company’s equity securities to file certain reports with the SEC regarding ownership of, and transactions in, the Company’s securities. These officers, directors and stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) reports that are filed with the SEC. 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 3 and three Form 4’s that was filed late by Michael Osborn, all Section 16(a) reports required to be filed by the Company’s executive officers, directors and 10% stockholders were filed on a timely basis for the year ended December 31, 2025. Code of Ethics The Company has adopted a code of ethics applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, which is a “code of ethics” as defined by applicable SEC rules. A copy of the Company’s Code of Business Conduct and Ethics is posted on the Company’s web site, www.wvv.com . Amendments to the Company’s Code of Business Conduct and Ethics or any grant of a waiver from a provision of the Company’s Code of Business Conduct and Ethics requiring disclosure under applicable SEC rules, if any, will be disclosed on the Company website. Any person may request a copy of the Company’s Code of Business Conduct and Ethics, at no cost, by writing to the Company at the following address: Willamette Valley Vineyards, Inc. Attention: Corporate Secretary 8800 Enchanted Way SE Turner, OR 97392 47 Audit Committee The Company has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are Craig Smith, Sean Cary and Stan G. Turel. All members of the Audit Committee are independent as defined under the applicable rules and regulations of the SEC and the director independence standards of NASDAQ, as currently in effect. Sean Cary serves as chair of the committee. Audit Committee Financial Expert Craig Smith serves as the Audit Committee’s “financial expert” as defined in applicable SEC rules and NASDAQ listing standards. Mr. Smith is independent as defined under the applicable rules and regulations of the SEC and the director independence standards of NASDAQ, as currently in effect. Insider Trading Policy The Company has adopted insider trading policies and procedures governing the purchase, sale and/or other dispositions of its securities by directors, officers and employees (or the Company itself) that are reasonably designed to promote compliance with insider trading laws, rules and regulations and any applicable listing standards. ITEM 11. EXECUTIVE COMPENSATION Summary Compensation Table The following table sets forth certain information concerning compensation paid or accrued by the Company, to or on behalf of the Company’s 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. Summary compensation information is as follows: Summary Compensation Table Nonqualified Non-equity Deferred All Name, Stock Option Incentive Plan Comp. Other Principal Position Year Salary Bonus Awards Awards Compensation Earnings Comp.* Total James W. Bernau President 2025 $ 340,195 $ - $ - $ - $ - $ - $ 91,107 $ 431,302 President, Chief Executive 2024 $ 330,607 $ 30,097 $ - $ - $ - $ - $ 90,515 $ 451,219 John Ferry Chief Financial Officer 2025 $ 211,371 $ - $ - $ - $ 24,000 $ - $ 9,415 $ 244,786 Chief Financial Officer 2024 $ 204,711 $ - $ - $ - $ 24,000 $ - $ 9,148 $ 237,859 Michael Osborn Chief Executive Officer 2025 $ 272,163 $ - $ 79,500 $ - $ - $ - $ - $ 351,663 * All 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. Bernau Employment Agreement – The Company and Mr. Bernau are parties to an employment agreement dated August 3, 1988, as amended on February 20, 1997, in January of 1998, in November 2010, and again on November 8, 2012 (the “Bernau Employment Agreement”). Under the Bernau Employment Agreement, Mr. Bernau is paid an annual salary with annual increases tied to increases in the consumer price index. Mr. Bernau’s 2025 bonus is calculated as a percentage of Company net income before taxes: 5% on the first $1.75 million of pre-tax income, and 7.5% on pre-tax net income over $1.75 million, not to exceed his current yearly base salary. Additionally, Mr. Bernau participates in the Company’s employer-sponsored 401(k) plan. Pursuant to the Bernau Employment Agreement, the Company provides Mr. Bernau with housing on the Company’s property. Mr. Bernau resides in the estate house, free of rent, which is also used to accommodate overnight stays for Company guests. Mr. Bernau resides in the residence for the convenience of the Company and must continue to reside there for the duration of his employment in order to provide additional security and lock-up services for late evening events at the Estate Winery. The Bernau Employment Agreement provides that Mr. Bernau’s employment may be terminated only for cause, which is defined as non-performance of his duties or conviction of a crime. 48 Ferry Employment Agreement – The Company and Mr. Ferry are parties to an employment agreement dated September 11, 2019 (the “Ferry Employment Agreement”). Under the Ferry Employment Agreement, Mr. Ferry is paid an annual salary that is both reviewed and subject to adjustment annually. Mr. Ferry is also eligible to receive an annual performance-based incentive payment that is reviewed and subject to adjustment. Mr. Ferry is also due a retention payment of $150,000 if he is with the Company through April 30, 2026. Osborn 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. The 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 year. The Osborn TIB target is equal to five percent (5%) of the Company’s pre-tax income above $3,500,000.00 for the applicable fiscal year (as determined by the Company’s Board of Directors in its reasonable discretion based on audited year-end financials), capped at 25% of the Osborn Base Salary. Further, subject to both the approval of the Company’s Board of Directors and Mr. Osborn’s continued employment as the Company’s Chief Executive Officer, Mr. Osborn is entitled to receive the following equity incentive awards: (i) 15,000 shares of the Company’s 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 Company’s 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 Company’s 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 Company’s 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; (C) an additional 50,000 PSUs shall vest if the trading price of the Company’s 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 Company’s 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. Potential Payments Upon Termination or Change In Control In the event of a change in control of the Company, Mr. Ferry would be entitled to receive one year’s salary. In 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. Osborn’s eligible dependents) under the Company’s group health plan pursuant to Section 4980B of the Code (“ COBRA ”) for a period ranging from 4 to 12 months from Mr. Osborn’s termination date, depending on the duration of his employment with the Company. 49 Director Compensation The following table sets forth information concerning compensation of the Company’s directors other than Mr. Bernau for the fiscal year ended December 31, 2025: Change in Pension Value and Nonqualified Fees Earned Non-equity Deferred or Stock Option Incentive Plan Compensation All Other Name Paid in Cash Awards Awards Compensation Earnings Compensation Total James L. Ellis $ 5,400 - - - - $ 9,628 $ 15,028 Sean M. Cary 6,464 - - - - - 6,464 Craig Smith 5,500 - - - - - 5,500 Stan G. Turel 5,850 - - - - - 5,850 Sarah Rose 8,063 - - - - - 8,063 Cara Pepper Day* 4,500 - - - - - 4,500 * Ms. Pepper Day decided not to stand for re- election to the board at the 2025 annual meeting of the Company’s Stockholders. Other compensation for James L. Ellis includes a monthly stipend for ongoing consultation services as well as serving as administrator of any potential employee complaint that might rise to the Board’s level. The members of the Board received cash compensation for their service on the Board in 2025 and are reimbursed for out-of-pocket and travel expenses incurred in attending Board meetings. In January 2009, the Board, upon the recommendation of the Compensation Committee, who had sought outside counsel regarding revision of the Company’s Board compensation plan, adopted the final version of the revised WVV Board Member Compensation Plan (the “Board Compensation Plan”). The Board Compensation Plan was updated at the Board meeting in February 2024 (the “Revised Plan”). Under the terms of the Revised Plan, any Board member may elect not to receive any or all of the compensation components. The Board also reserved the right to suspend this plan at any time based on prevailing economic conditions and their impact on the Company. The Revised Plan stipulates that each director receive: (i) a $1,000 yearly stipend for service on the Board; (ii) $500 per Board meeting; and (iii) $200 per committee meeting. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Equity Compensation Plan Information The Willamette Valley Vineyards Inc, 2025 Omnibus Equity Incentive Plan (“2025 Plan”) was adopted by the Company’s 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. The following table gives information as of December 31, 2025, the end of the most recently completed fiscal year, about shares of the Company’s common stock that may be issued pursuant to the 2025 Plan. Plan Category (a) No. of Shares to be Issued Upon Exercise or Vesting of Outstanding Stock Options, RSUs (b) Weighted Average Exercise Price of Outstanding Stock Options, Warrants and Rights (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities (a) ) Equity Compensation Plans Approved by Shareholders 270,000 $ N/A 956,132 Equity Compensation Plans Not Approved by Shareholders N/A N/A N/A TOTAL 270,000 $ N/A 956,132 50 Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information with respect to beneficial ownership of the Company’s Common Stock as of March 24, 2026 by: (i) each person who beneficially owns more than 5% of the Company’s Common Stock; (ii) each Director of the Company; (iii) each of the Company’s named executive officers; and (iv) all directors and executive officers as a group. Except as indicated in the footnotes to this table, each person has sole voting and investment power with respect to all shares attributable to such person. Information concerning persons who beneficially own more than 5% of the Company’s common stock who are not otherwise affiliated with the Company is based solely upon statements made in filings with the SEC or other information we believe to be reliable. Unless otherwise noted, the address of each beneficial owner listed in the table is 8800 Enchanted Way SE Turner, OR 97392. Percent of Number of Shares Beneficial Shares Outstanding Beneficially Ownership Stock Owned (1) Denominator James W. Bernau, President/CEO, Chair of the Board 374,501 7.5 % 4,979,529 John Ferry, CFO - ** 4,979,529 Mike Osborn, CEO 20,000 ** 4,979,529 James L. Ellis, Director 19,865 ** 4,979,529 Sean M. Cary, Director 5,200 ** 4,979,529 Stan G. Turel, Director 20,427 ** 4,979,529 Craig Smith, Director 1,500 ** 4,979,529 Sarah Rose, Director 5,000 ** 4,979,529 Christopher Riccardi 385,485 (2) 7.7 % 4,979,529 100 Tall Pine Ln., Apt 2102, Naples, FL 34105 All Directors and Executive Officers as a group (9 persons) 446,493 9.0 % 4,979,529 ** Less than one percent (1) The percentage of outstanding shares of common stock is calculated based on 4,979,529 shares of Common Stock outstanding as of March 24, 2026. Shares owned do not include ownership of preferred stock shares. (2) Based on a Form 4 filed by Mr. Riccardi with the SEC on December 29, 2015. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The Company did not participate in any transactions with related persons for the year ended December 31, 2025 or 2024 that had a direct or indirect material interest in an amount exceeding $120,000 and there are no currently proposed transactions with related persons that exceed $120,000. All proposed transactions between the Company and its officers, directors, and principal shareholders are required be approved by a disinterested majority of the members of the Board and will be on terms no less favorable to the Company than could be obtained from unaffiliated third parties. The Board has determined that each of our directors, except Mr. Bernau and Mr. Ellis is “independent” within the meaning of the applicable rules and regulations of the SEC and the director independence standards of NASDAQ, as currently in effect. Furthermore, the Board has determined that, with the exception of the Executive Committee, each of the members of each of the committees of the Board is “independent” under the applicable rules and regulations of the SEC and the director independence standards of NASDAQ, as currently in effect. 51 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Baker Tilly US LLP (formerly Moss Adams LLP) served as the Company’s 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, 2025 2024 Audit fees (1) 361,487 $ 327,862 Tax fees (2) 60,565 60,800 $ 422,052 $ 388,662 (1) Audit fees represent fees for services rendered for the audit of the Company’s annual financial statements and other audit related, 401k plan audit, review of prospectus supplement and review of the Company’s quarterly financial statements. (2) Tax fees represent fees for services rendered for tax compliance, tax advice and tax planning. Pre-approval policies and procedures It 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 Committee’s 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. 52 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: (1) Financial Statements See “Index to Financial Statements” in Item 8 of this Annual Report on Form 10-K. (2) Financial Statement Schedules All financial statement schedules are omitted either because they are not required, not applicable or the required information is included in the financial statements or notes thereto. (3) Exhibits Exhibit Number Description 3.1 Articles of Incorporation of Willamette Valley Vineyards, Inc. ( incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed on May 13, 2025, File No. 001-37610) . 3.2 Articles of Amendment, dated August 22, 2000 ( incorporated herein by reference to Exhibit 3.4 to the Company’s Form 10-Q for the quarterly period ended June 30, 2008, filed on August 14, 2008, File No. 000-21522) . 3.3 Articles 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 Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed on May 13, 2025, File No. 001-37610 ). 3.4 Articles 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 Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed on May 13, 2025, File No. 001-37610) . 3.5 Articles 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 Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed on May 13, 2025, File No. 001-37610 ). 3.6 Articles 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 Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed on May 13, 2025, File No. 001-37610) . 3.7 Amended and Restated Bylaws of Willamette Valley Vineyards, Inc. ( incorporated by reference from the Company’s Current Reports on Form 8-K filed on November 20, 2015, File No. 001-37610 ) 4.1 Amended and Restated Certificate of Designation regarding the Series A Redeemable Preferred Stock (incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on March 16, 2016 [File No. 001-37610]) 4.2 Description of Common Stock (incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on March 11, 2020 [File No. 001-37610]) 10.1 Employment Agreement between Willamette Valley Vineyards, Inc. and James W. Bernau dated August 3, 1988 (incorporated by reference from the Company’s Regulation A Offering Statement on Form 1-A [File No. 24S-2996]) 10.2 Employment Agreement between Willamette Valley Vineyards, Inc. and John Ferry dated September 11, 2019 (incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2019 [File No. 001-37610]) 10.3 Employment Agreement between Willamette Valley Vineyards, Inc. and Michael Osborn dated May 12, 2025 (incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on May 15, 2025 [File No. 001-37610]) 10.4 Revolving Note and Loan Agreement dated May 28, 1992 by and between Northwest Farm Credit Services, Willamette Valley Vineyards, Inc. and James W. and Cathy Bernau (incorporated by reference from the Company’s Regulation A Offering Statement on Form 1-A [File No. 24S-2996]) 53 10.5 2025 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.1 from the Company’s Registration Statement on Form S-8 filed with the SEC on November 12, 2025 [File No. 333-291478]) 14.1 Code of Ethics (incorporated by reference from the Company’s Proxy Statement on Schedule 14A, filed on June 30, 2004) 23.1 Consent of Baker Tilly US LLP, Independent Registered Public Accounting Firm (Filed herewith) 31.1 Certification of Principal Executive Officer required by Rule 13a-14(a) of the Securities Exchange Act of 1934 (Filed herewith) 31.2 Certification of Chief Financial Officer required by Rule 13a-14(a) of the Securities Exchange Act of 1934 (Filed herewith) 32.1 Certification of James W. Bernau pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Furnished, not filed, herewith) 32.2 Certification of John Ferry pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Furnished, not filed, herewith) 97.1 Clawback Policy (incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 26, 2024 [File No. 001-37610]) 101 The following financial information from the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025, furnished electronically herewith, and formatted in iXBRL (Inline Extensible Business Reporting Language); (i) Balance Sheets; (ii) Statements of Operations; (iii) Statements of Shareholders’ Equity; (iv) Statements of Cash Flows; and (v) Notes to Financial Statements. (Filed herewith) 104 The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 has been formatted in Inline XBRL (1) The 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. (2) All financial statement schedules are omitted either because: (i) they are not required; (ii) they are not applicable; or (iii) the required information is included in the financial statements or notes thereto. 54 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. WILLAMETTE VALLEY VINEYARDS, INC. (Registrant) By: /s/ James W. Bernau James W. Bernau, Chairperson of the Board, President Date: March 24, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date /s/ James W. Bernau Chairperson of the Board, March 24, 2026 James W. Bernau President (Principal Executive Officer) /s/ John Ferry Chief Financial Officer March 24, 2026 John Ferry (Principal Financial and Accounting Officer) /s/ James L. Ellis Director March 24, 2026 James L. Ellis /s/ Craig Smith Director March 24, 2026 Craig Smith /s/ Stan G. Turel Director March 24, 2026 Stan G. Turel /s/ Sean M. Cary Director March 24, 2026 Sean M. Cary /s/ Sarah Rose Director March 24, 2026 Sarah Rose 55