UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For
the quarterly period ended March 31, 2026
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
Commission
File Number 001-37610
WILLAMETTE VALLEY VINEYARDS, INC.
(Exact
name of registrant as specified in charter)
Oregon
93-0981021
(State
or other jurisdiction of incorporation or organization)
(I.R.S.
Employer Identification No.)
8800 Enchanted Way , S.E. , Turner , Oregon
97392
(Address
of principal executive offices)
(Zip
Code)
Registrants
telephone number, including area code: (503) 588-9463
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days:
x
Yes o
NO
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files):
x
Yes o
NO
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting
company in Rule 12b-2 of the Exchange Act:
o Large
accelerated filer
o Accelerated
filer
x Non-accelerated Filer
x Smaller
reporting company
o Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
o
YES x
NO
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common Stock
WVVI
NASDAQ Capital Market
Series A Redeemable Preferred Stock
WVVIP
NASDAQ Capital Market
Number
of shares of common stock outstanding as of May 13, 2026: 4,979,529
1
WILLAMETTE
VALLEY VINEYARDS, INC.
INDEX
TO FORM 10-Q
Part
I - Financial Information
3
Item
1 - Financial Statements (unaudited)
3
Condensed
Balance Sheets
3
Condensed
Statements of Operations
4
Condensed
Statements of Shareholders Equity
5
Condensed
Statements of Cash Flows
6
Notes
to Unaudited Interim Financial Statements
7
Item
2 - Managements Discussion and Analysis of Financial Condition and Results of Operations
14
Item
3 - Quantitative and Qualitative Disclosures about Market Risk
17
Item
4 - Controls and Procedures
17
Part
II - Other Information
17
Item
1 - Legal Proceedings
17
Item
1A - Risk Factors
17
Item
2 - Unregistered Sales of Equity Securities and Use of Proceeds
17
Item
3 - Defaults Upon Senior Securities
17
Item
4 - Mine Safety Disclosures
17
Item
5 - Other Information
17
Item
6 - Exhibits
18
Signatures
19
2
PART
I: FINANCIAL INFORMATION
Item
1 – Financial Statements
WILLAMETTE
VALLEY VINEYARDS, INC.
CONDENSED
BALANCE SHEETS
(Unaudited)
March 31,
December 31,
2026
2025
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$ 404,712
$ 410,886
Accounts receivable, net
3,861,980
4,511,460
Inventories
32,430,810
33,380,079
Prepaid expenses and other current assets
592,947
659,033
Income tax receivable
236,781
44,117
Total current assets
37,527,230
39,005,575
Other assets
13,824
13,824
Vineyard development costs, net
8,597,002
8,626,391
Property and equipment, net
48,677,134
49,404,999
Operating lease right of use assets
10,535,024
10,684,810
TOTAL ASSETS
$ 105,350,214
$ 107,735,599
LIABILITIES AND SHAREHOLDERS EQUITY
CURRENT LIABILITIES
Accounts payable
$ 1,438,138
$ 1,546,997
Accrued expenses
1,834,424
1,909,084
Investor deposits for preferred stock
-
2,057,265
Bank overdraft
243,699
-
Line of credit
2,359,437
3,140,140
Note payable
854,907
884,221
Current portion of long-term debt
1,022,686
1,008,215
Current portion of lease liabilities
510,202
490,247
Unearned revenue
2,617,120
2,776,919
Grapes payable
-
654,832
Total current liabilities
10,880,613
14,467,920
Long-term debt, net of current portion and debt issuance costs
13,758,244
14,017,343
Lease liabilities, net of current portion
10,743,972
10,881,501
Deferred income taxes
2,180,660
2,180,660
Total liabilities
37,563,489
41,547,424
COMMITMENTS AND CONTINGENCIES (NOTE 10)
SHAREHOLDERS EQUITY
Redeemable preferred stock, no par value, 100,000,000 shares authorized, 11,019,472 shares issued and outstanding, liquidation preference $ 46,336,880 , at March 31, 2026 and 10,239,573 shares issued and outstanding, liquidation preference $ 42,494,228 , at December 31, 2025.
46,106,055
43,357,396
Common stock, no par value, 10,000,000 shares authorized, 4,979,529 shares issued and outstanding at March 31, 2026 and 4,979,529 shares issued and outstanding at December 31, 2025
8,658,595
8,637,560
Retained earnings
13,022,075
14,193,219
Total shareholders equity
67,786,725
66,188,175
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
$ 105,350,214
$ 107,735,599
The
accompanying notes are an integral part of this condensed financial statement
3
WILLAMETTE
VALLEY VINEYARDS, INC.
CONDENSED
STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended
March 31,
2026
2025
SALES, NET
$ 8,256,153
$ 7,541,583
COST OF SALES
3,227,089
2,782,475
GROSS PROFIT
5,029,064
4,759,108
OPERATING EXPENSES:
Sales and marketing
4,083,845
3,967,710
General and administrative
1,623,013
1,661,376
Total operating expenses
5,706,858
5,629,086
LOSS FROM OPERATIONS
( 677,794 )
( 869,978 )
OTHER INCOME (EXPENSE)
Interest expense, net
( 287,313 )
( 298,221 )
Other income, net
206,620
142,476
LOSS BEFORE INCOME TAXES
( 758,487 )
( 1,025,723 )
INCOME TAX BENEFIT
193,414
296,742
NET LOSS
( 565,073 )
( 728,981 )
Accrued preferred stock dividends
( 606,071 )
( 563,177 )
LOSS APPLICABLE TO COMMON SHAREHOLDERS
$ ( 1,171,144 )
$ ( 1,292,158 )
Loss per common share after preferred dividends, basic and diluted
$ ( 0.24 )
$ ( 0.26 )
Weighted-average number of common shares outstanding, basic and diluted
4,979,529
4,964,529
The
accompanying notes are an integral part of this condensed financial statement
4
WILLAMETTE
VALLEY VINEYARDS, INC.
CONDENSED
STATEMENTS OF SHAREHOLDERS EQUITY
(Unaudited)
Three-Month Period Ended March 31, 2026
Redeemable
Preferred Stock
Common Stock
Retained
Shares
Dollars
Shares
Dollars
Earnings
Total
Balance at December 31, 2025
10,239,573
$ 43,357,396
4,979,529
$ 8,637,560
$ 14,193,219
$ 66,188,175
Issuance of preferred stock, net
779,899
2,142,588
-
-
-
2,142,588
Stock based compensation
-
-
-
21,035
-
21,035
Preferred stock dividends accrued
-
606,071
-
-
( 606,071 )
-
Net loss
-
-
-
-
( 565,073 )
( 565,073 )
Balance at March 31, 2026
11,019,472
$ 46,106,055
4,979,529
$ 8,658,595
$ 13,022,075
$ 67,786,725
Three-Month Period Ended March 31, 2025
Redeemable
Preferred Stock
Common Stock
Retained
Shares
Dollars
Shares
Dollars
Earnings
Total
Balance at December 31, 2024
10,239,573
$ 43,357,396
4,964,529
$ 8,512,489
$ 17,363,845
$ 69,233,730
Issuance of preferred stock, net
-
-
-
-
-
-
Preferred stock dividends accrued
-
563,177
-
-
( 563,177 )
-
Net loss
-
-
-
-
( 728,981 )
( 728,981 )
Balance at March 31, 2025
10,239,573
$ 43,920,573
4,964,529
$ 8,512,489
$ 16,071,687
$ 68,504,749
The
accompanying notes are an integral part of this condensed financial statement
5
WILLAMETTE
VALLEY VINEYARDS, INC.
CONDENSED
STATEMENTS OF CASH FLOWS
(Unaudited)
Three months ended March 31,
2026
2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss
$ ( 565,073 )
$ ( 728,981 )
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization
800,104
820,854
Common stock compensation expense
21,035
-
Non-cash lease expense
149,786
173,496
Debt issuance costs
4,748
5,827
Change in operating assets and liabilities:
Accounts receivable
649,480
827,995
Inventories
949,269
( 690,866 )
Prepaid expenses and other current assets
66,086
66,067
Income tax receivable
( 192,664 )
( 296,742 )
Unearned revenue
( 159,799 )
( 118,789 )
Lease liabilities
( 117,574 )
( 122,118 )
Grapes payable
( 654,832 )
( 1,519,087 )
Accounts payable
( 80,959 )
540,119
Accrued expenses
( 74,660 )
( 295,038 )
Net cash from operating activities
794,947
( 1,337,263 )
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to vineyard development costs
( 20,890 )
( 15,994 )
Additions to property and equipment
( 49,860 )
( 99,350 )
Net cash from investing activities
( 70,750 )
( 115,344 )
CASH FLOWS FROM FINANCING ACTIVITIES
Payment on installment note for property purchase
( 29,314 )
( 27,620 )
Proceeds from (payments on) bank overdraft
243,699
( 81,622 )
Payment on line of credit, net
( 780,703 )
( 1,201,832 )
Payment on long-term debt
( 249,376 )
( 236,010 )
Proceeds from long-term debt
-
3,011,697
Proceeds from issuance of preferred stock
85,323
-
Net cash from financing activities
( 730,371 )
1,464,613
NET CHANGE IN CASH AND CASH EQUIVALENTS
( 6,174 )
12,006
CASH AND CASH EQUIVALENTS, beginning of period
410,886
320,883
CASH AND CASH EQUIVALENTS, end of period
$ 404,712
$ 332,889
NON-CASH INVESTING AND FINANCING ACTIVITIES
Purchases of property and equipment and vineyard development costs included in accounts payable
$ -
$ 11,354
Reduction in investor deposits exchanged for preferred stock
$ 2,057,265
$ -
Accrued preferred stock dividends
$ 606,071
$ 563,177
The
accompanying notes are an integral part of this condensed financial statement
6
NOTES
TO UNAUDITED INTERIM FINANCIAL STATEMENTS
1)
BASIS OF PRESENTATION
The
accompanying unaudited interim condensed financial statements as of March 31, 2026 and for the three months ended March 31, 2026 and
2025 have been prepared in conformity with accounting principles generally accepted in the United States (U.S. GAAP) for
interim financial statements. The financial information as of December 31, 2025 is derived from the audited financial statements presented
in the Willamette Valley Vineyards, Inc. (the Company) Annual Report on Form 10-K for the year ended December 31, 2025
(the 2025 Report). Certain information or footnote disclosures normally included in financial statements prepared in accordance
with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. In the
opinion of management, the accompanying financial statements include all adjustments necessary (which are of a normal recurring nature)
for the fair statement of the results of the interim periods presented. The accompanying unaudited interim condensed financial statements
should be read in conjunction with the Companys audited financial statements for the year ended December 31, 2025, as presented
in the Companys Annual Report on Form 10-K.
Operating
results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the entire year
ending December 31, 2026, or any portion thereof.
The
Companys revenues include direct to consumer sales and national sales to distributors. These sales channels utilize shared resources
for production, selling, and distribution.
Basic
loss per share after preferred stock dividends are computed based on the weighted-average number of common shares outstanding each period.
The
following table presents the earnings per share after preferred stock dividends calculation for the periods shown:
Schedule of Earning Per Share
Three months ended March 31,
2026
2025
Numerator
Net loss
$ ( 565,073 )
$ ( 728,981 )
Accrued preferred stock dividends
( 606,071 )
( 563,177 )
Net loss applicable to common shareholders
$ ( 1,171,144 )
$ ( 1,292,158 )
Denominator
Weighted-average number of common shares outstanding basic and
diluted
4,979,529
4,964,529
Loss per common share after preferred dividends, basic and diluted
$ ( 0.24 )
$ ( 0.26 )
Subsequent
to the filing of the 2025 Report there were no accounting pronouncements issued by the Financial Accounting Standards Board (FASB)
that would have a material effect on the Companys unaudited interim condensed financial statements.
7
2)
INVENTORIES
The
Companys inventories, by major classification, are summarized as follows, as of the dates shown:
Schedule of Inventories
March 31, 2026
December 31, 2025
Winemaking and packaging materials
$ 1,350,785
$ 1,173,281
Work-in-process (costs relating to unprocessed and/or unbottled wine products)
17,815,558
16,337,096
Finished goods (bottled wine and related products)
13,264,467
15,869,702
Total inventories
$ 32,430,810
$ 33,380,079
3)
PROPERTY AND EQUIPMENT, NET
The
Companys property and equipment consists of the following, as of the dates shown:
Schedule of Property and Equipment, Net
March 31, 2026
December 31, 2025
Construction in progress
$ 667,635
$ 645,675
Land, improvements, and other buildings
15,342,674
15,342,674
Winery buildings and tasting rooms
44,123,730
44,123,730
Equipment
21,185,084
21,185,084
Property and equipment, gross
81,319,123
81,297,163
Accumulated depreciation
( 32,641,989 )
( 31,892,164 )
Property and equipment, net
$ 48,677,134
$ 49,404,999
Depreciation
expense for the three months ended March 31, 2026 and 2025 was $ 749,825 and $ 770,370 , respectively.
4)
DEBT
Line
of Credit Facility – In 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. 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 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 $ 2,359,437 at March 31, 2026, at an
interest rate of 7.0%, and an outstanding line of credit balance of $ 3,140,140 at December 31, 2025, 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.
Notes
Payable – In February 2017, the Company purchased property, including vineyard land, bare land, and structures in the Dundee
Hills American Viticultural Area (AVA) under terms that included a 15 year note payable with quarterly payments of $42,534, bearing interest
at 6%. The note may be called by the owner, up to the outstanding balance, with 180 days written notice. As of March 31, 2026, the Company
had a balance of $ 854,907 due on this note. As of December 31, 2025, the Company had a balance of $ 884,221 due on this note.
8
Long-Term
Debt – The Company has four long term debt agreements with AgWest with an aggregate outstanding balance of $ 14,935,020 and
$ 15,184,395 as of March 31, 2026 and December 31, 2025 respectively. The first two outstanding loans require monthly principal and interest
payments of $62,067 for the life of the loans, at annual fixed interest rates of 4.75% and 5.21%, and with maturity dates of 2028 and
2032, respectively. These loans are collateralized against the property on the main estate in Salem. The third loan requires monthly
principal and interest payments of $87,989 at an annual interest rate of 6.66%, and with a maturity date of 2039. The fourth loan allows
borrowings up to $4,350,000 against property defined in the agreement. The line of credit bears interest at 6.35% and has a maturity
date of April, 2027. The general purposes of these loans were to make capital improvements to the winery and vineyard facilities.
Future
minimum principal payments of long-term debt are as follows for the years ending December 31:
Schedule of Future Minimum Principal Payment for Long-Term Debt Maturities
2026
758,840
2027
3,161,508
2028
1,130,789
2029
1,007,284
2030
1,068,928
Thereafter
7,807,671
Total
$ 14,935,020
As
of March 31, 2026, the Company had unamortized debt issuance costs of $ 154,090 . As of December 31, 2025, the Company had unamortized
debt issuance costs of $ 158,837 .
5)
INTEREST AND TAXES PAID
Income
taxes – The Company paid zero in income taxes for the three months ended March 31, 2026, and 2025.
Interest
– The Company paid $ 248,682 and $ 228,105 for the three months ended March 31, 2026 and 2025, respectively, in interest on long-term
debt and the line of credit.
6)
SEGMENT REPORTING
The
Company has identified two operating segments, Direct Sales and Distributor Sales, based upon their different distribution channels,
margins and selling strategies. Direct Sales include retail sales in the tasting rooms, wine club sales, internet sales, on-site events,
kitchen and catering sales and other sales made directly to the consumer without the use of an intermediary, including sales of bulk
wine or grapes. Distributor Sales include all sales through a third party where prices are given at a wholesale rate.
The
two segments reflect how the Companys operations are evaluated by senior management and the structure of its internal financial
reporting. The Company evaluates performance based on the gross profit of the respective business segments. Selling expenses that can
be directly attributable to the segment, including depreciation of segment specific assets, are included, however, centralized selling
expenses and general and administrative expenses are not allocated between operating segments. Therefore, net income (loss) information
for the respective segments is not available. Discrete financial information related to segment assets, other than segment specific depreciation
associated with selling, is not available and that information continues to be aggregated.
The
following table outlines the sales, cost of sales, gross margin, directly attributable selling expenses, and contribution margin of the
segments for the three months ended March 31, 2026 and 2025. Sales figures are net of related excise taxes.
Schedule of Segment reporting
Three Months Ended March 31,
Direct Sales
Distributor Sales
Unallocated
Total
2026
2025
2026
2025
2026
2025
2026
2025
Sales, net
$ 4,227,366
$ 4,310,474
$ 4,028,787
$ 3,231,109
$ -
$ -
$ 8,256,153
$ 7,541,583
Cost of Sales
1,228,289
1,185,593
1,998,800
1,596,882
-
-
3,227,089
2,782,475
Gross Profit
2,999,077
3,124,881
2,029,987
1,634,227
-
-
5,029,064
4,759,108
Selling and Marketing Expenses
3,078,716
3,086,255
742,947
640,035
262,182
241,420
4,083,845
3,967,710
Contribution Margin (Loss)
$ ( 79,639 )
$ 38,626
$ 1,287,040
$ 994,192
Percent of Sales
51.2 %
57.2 %
48.8 %
42.8 %
General and Administration Expenses
1,623,013
1,661,376
1,623,013
1,661,376
Loss from Operations
$ ( 677,794 )
$ ( 869,978 )
9
7)
SALE OF PREFERRED STOCK
On
July 1, 2022, the Company filed a shelf Registration Statement on Form S-3 (the July 2022 Form S-3) with the United States
Securities and Exchange Commission (the SEC) pertaining to the potential future issuance of one or more classes or series
of debt, equity, or derivative securities. The maximum aggregate offering amount of securities sold pursuant to the June 2022 Form S-3
is not to exceed $20,000,000. From August 1, 2022 to November 1, 2022 the Company filed with the SEC four Prospectus Supplements to the
July 2022 Form S-3, pursuant to which the Company proposed to offer and sell, on a delayed or continuous basis, up to an aggregate of
1,076,578 shares of Series A Redeemable Preferred Stock having proceeds not to exceed an aggregate of $5,636,714. Each of these Prospectus
Supplements established that our shares of preferred stock were to be sold in one to three offering periods offering prices including
$5.15 per share, $5.25 per share and $5.35 per share. Net proceeds of $3,558,807 have been received under these offerings as of March
31, 2026 for the issuance of Preferred Stock.
On
June 30, 2023, the Company filed with the SEC a Prospectus Supplement to the July 2022 Form S-3, pursuant to which the Company proposed
to offer and sell, on a delayed or continuous basis, up to 727,835 shares of Series A Redeemable Preferred Stock having proceeds not
to exceed $3,530,000. This Prospectus Supplement established that our shares of preferred stock were to be sold in two offering periods
with two separate offering prices beginning with an offering price of $4.85 per share and concluding with an offering of $5.35 per share.
On October 27, 2023, the Company filed with the SEC a Prospectus Supplement to the July 2022 Form S-3, pursuant to which the Company
proposed to offer and sell, on a delayed or continuous basis, up to 288,659 shares of Series A Redeemable Preferred Stock having proceeds
not to exceed $1,400,000. This Prospectus Supplement established that our shares of preferred stock were to be sold in one offering period
with an offering price of $4.85 per share. Net proceeds of $3,938,066 have been received under these offerings as of March 31, 2026 for
the issuance of Preferred Stock.
On
June 17, 2025, the Company filed a shelf Registration Statement on Form S-3 (the June 2025 Form S-3) with the SEC pertaining
to the potential future issuance of one or more classes or series of debt, equity, or derivative securities. The maximum aggregate offering
amount of securities sold pursuant to the June 2025 Form S-3 is not to exceed $20,000,000. On July 3, 2025, the Company filed with the
SEC a Prospectus Supplement to the June 2025 Form S-3, pursuant to which the Company proposed to offer and sell, on a delayed or continuous
basis, up to 1,343,284 shares of Series A Redeemable Preferred Stock having proceeds not to exceed $4,500,000. Net proceeds of $2,142,588
have been received under these offerings as of March 31, 2026 for the issuance of Preferred Stock.
Shareholders
have the option to receive dividends as cash or as a gift card for purchasing Company products. The amount of unused dividend gift cards
at March 31, 2026 and December 31, 2025 was $1,800,515 and $2,031,377, respectively, and is recorded as unearned revenue on the balance
sheets. Revenue from gift cards is recognized when the gift card is redeemed by a customer. When the likelihood of a gift card being
redeemed by a customer is determined to be remote and the Company expects to be entitled to the breakage, then the value of the unredeemed
gift card is recognized as revenue. We determine the gift card breakage rate based upon Company-specific historical redemption patterns.
To date we have determined that no breakage should be recognized related to our gift cards.
Dividends
accrued but not paid will be added to the liquidation preference of the stock until the dividend is declared and paid. At any time after
June 1, 2021, the Company has the option, but not the obligation, to redeem all of the outstanding preferred stock in an amount equal
to the original issue price plus accrued but unpaid dividends and a redemption premium equal to 3% of the original issue price.
8)
STOCK INCENTIVE PLAN
The
Willamette Valley Vineyards Inc, 2025 Omnibus Equity Incentive Plan (2025 Plan) was adopted by the Companys
board of directors on May 27, 2025, and was approved by the Companys shareholders on July 12, 2025. The 2025 Plan provides for
the grant of incentive stock options, non-statutory stock options, share appreciation rights, restricted shares, restricted share units,
other share-based awards or any combination of the foregoing to selected employees, directors and independent contractors of the
Company. The Company filed on November 12, 2025 a registration statement Form S-8 to register under the U.S. Securities Act of 1933,
as amended, the Companys shares of common stock to be issued pursuant to awards granted under the 2025 Plan.
During
the three months ended March 31, 2026, the Company granted no awards under the 2025 Plan. As of March 31, 2026, 15,000 shares of the
Companys common stock had been issued under the 2025 Plan and an additional 270,000 shares of the Companys common stock
were issuable pursuant to outstanding awards granted under the 2025 Plan.
The
Company recognized $21,035 in stock-based compensation expense during the three months ended March 31, 2026 related to the 2025 Plan
and no stock-based compensation expense during the three months ended March 31, 2025.
10
9)
LEASES
We
determine if an arrangement is a lease at inception. On our condensed balance sheets, our operating leases are included in Operating
lease right-of-use assets (ROU), Current portion of lease liabilities, and Lease liabilities, net of current portion. The Company does
not currently have any finance leases.
ROU
assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease
payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present
value of lease payments over the lease term. For leases that do not provide an implicit rate, we use our incremental borrowing rate based
on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily
determinable. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.
Significant
judgment may be required when determining whether a contract contains a lease, the length of the lease term, the allocation of the consideration
in a contract between lease and non-lease components, and the determination of the discount rate included in our leases. We review the
underlying objective of each contract, the terms of the contract, and consider our current and future business conditions when making
these judgments.
Operating
leases – Vineyard - In December 1999 , under a sale-leaseback agreement, the Company sold approximately 79 acres of the Tualatin
Vineyards property with a net book value of approximately $1,000,000 for approximately $ 1,500,000 cash and entered into a 20 year operating
lease agreement, with three five-year extension options, and contains an escalation provision of 2.5% per year. The Company extended
the lease in January 2019 until January 2025. The Company extended the lease in July 2024 until January 2030. This property is referred
to as the Peter Michael Vineyard and includes approximately 69 acres of producing vineyards. For right of use asset and liability calculations
the Company has concluded it is reasonably certain to extend available options through January 2035.
In
December 2004 , under a sale-leaseback agreement, the Company sold approximately 75 acres of the Tualatin Vineyards property with a net
book value of approximately $551,000 for approximately $ 727,000 cash and entered into a 15 year operating lease agreement, with three
five-year extension options, for the vineyard portion of the property. The first two five year extensions have been exercised. The lease
contains a formula-based escalation provision with a maximum increase of 4% every three years. This property is referred to as the Meadowview
Vineyard and includes approximately 49 acres of producing vineyards. For right of use asset and liability calculations the Company has
concluded it is reasonably certain to extend available options through November 2033.
In
February 2007 , the Company entered into a lease agreement for 59 acres of vineyard land at Elton Vineyard. In June 2021 the Company entered
into a new 11 year lease for this property. The lease contains an escalation provision tied to the CPI not to exceed 2% per annum. This
property includes 54 acres of producing vineyards and 2 additional plantable acres. For right of use asset and liability calculations
the Company has concluded it is reasonably certain to extend available options through December 2031.
In
July 2008 , the Company entered into a 34 year lease agreement with a property owner in the Eola Hills for approximately 110 acres adjacent
to the existing Elton Vineyards site. These 110 acres are being developed into vineyards. Terms of this agreement contain rent increases,
that rise as the vineyard is developed, and contains an escalation provision of CPI plus 0.5% per year capped at 4%. This property is
referred to as part of Ingram Vineyard and includes 93 acres of producing vineyards and 17 additional plantable acres. For right of use
asset and liability calculations the Company has concluded it is reasonably certain to extend available options through December 2053.
In
March 2017 , the Company entered into a 25 -year lease for approximately 17 acres of agricultural land in Dundee, Oregon. This lease contains
an annual payment that remains constant throughout the term of the lease. This property is referred to as part of Bernau Estate Vineyard
and includes 9 acres of producing vineyards.
Operating
Leases – Non-Vineyard – In September 2018 , the Company renewed an existing lease for three years, with two one-year renewal
options, for its McMinnville tasting room. In May 2022 the Company amended the lease to extend the lease to August 2025 with one three
year renewal option and defined payments over the term of the lease. For right of use asset and liability calculations the Company has
not included the renewal option. The lease was not renewed in 2025.
In
January 2018 , the Company assumed a lease, through December 2022, for its Maison Bleue tasting room in Walla Walla, Washington. In January
2023, the Company entered into a new lease to December 2027 with one five year renewal option, and defined payments over the term of
the lease. For right of use asset and liability calculations the Company has not included the renewal option.
In
February 2020 , the Company entered into a lease for 5 years, with three five-year renewal options for a retail wine facility in Folsom,
California, referred to as Willamette Wineworks. The lease contains an escalation provision tied to the CPI not to exceed 3% per annum
with increases not allowed in any year being carried forward to the following years. In January 2025 the Company amended the renewal
options and extended the lease until February 2026. For right of use asset and liability calculations the Company has concluded it is
reasonably certain to extend available options through February 2040.
11
In
March 2021 , the Company entered into a lease for 10 years , with two five-year renewal options for a retail wine facility in Vancouver,
Washington. The lease defines the payments over the term of the lease and option periods. For right of use asset and liability calculations the Company has concluded it is reasonably certain to extend available options through August 2041.
In
February 2022 , the Company entered into a lease for 10 years , with three five-year renewal options for a retail wine facility in Lake
Oswego, Oregon. The lease defines the payments over the term of the lease and option periods. For right of use asset and liability calculations the Company has concluded it is reasonably certain to extend available options through January 2042.
In
May 2022 , the Company entered into a lease for 10 years , with two five-year renewal options for a retail wine facility in Happy Valley,
Oregon. The lease defines the payments over the term of the lease and option periods. For right of use asset and liability calculations the Company has concluded it is reasonably certain to extend available options through May 2042.
In
January 2023 , the Company entered into a lease for 10 years , with three five-year renewal options for a retail wine facility in Bend,
Oregon. The lease defines the payments over the term of the lease. For right of use asset and liability calculations the Company has
not included the renewal option.
The
following tables provide lease cost and other lease information:
Schedule of Lease Cost and Other Lease Information
Three Months Ended
Three Months Ended
March 31, 2026
March 31, 2025
Lease Cost
Operating lease cost - Vineyards
$ 125,181
$ 125,181
Operating lease cost - Other
233,418
246,341
Short-term lease cost
8,625
10,166
Total lease cost
$ 367,224
$ 381,688
Other Information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases - Vineyard
$ 118,502
$ 116,816
Operating cash flows from operating leases - Other
$ 207,885
$ 220,667
Weighted-average remaining lease term - Operating leases in years
13.84
14.63
Weighted-average discount rate - Operating leases
7.69 %
7.65 %
Right-of-use
assets obtained in exchange for new operating lease obligations were zero for the three months ended March 31, 2026 and 2025.
As
of March 31, 2026, maturities of lease liabilities were as follows:
Operating
Years Ended December 31,
Leases
2026
$ 989,121
2027
1,376,460
2028
1,369,170
2029
1,379,314
2030
1,389,760
Thereafter
12,499,288
Total minimal lease payments
19,003,113
Less present value adjustment
( 7,748,939 )
Operating lease liabilities
11,254,174
Less current lease liabilities
( 510,202 )
Lease liabilities, net of current portion
$ 10,743,972
12
10)
COMMITMENTS AND CONTINGENCIES
Litigation
– From time to time, in the normal course of business, the Company is a party to legal proceedings. Management believes that
these matters will not have a material adverse effect on the Companys financial position, results of operations, or cash flows,
but, due to the nature of litigation, the ultimate outcome of any potential actions cannot presently be determined.
Grape
Purchases – The Company has entered into long-term grape purchase agreements with a number of Willamette Valley wine grape
growers. With these agreements the Company purchases an annually agreed upon quantity of fruit, at pre-determined prices, within strict
quality standards and crop loads. The Company cannot calculate the minimum or maximum payment as such a calculation is dependent in large
part on unknowns such as the quantity of fruit needed by the Company and the availability of grapes produced that meet the strict quality
standards in any given year. If no grapes are produced that meet the contractual quality levels, the grapes may be refused, and no payment
would be due.
13
ITEM
2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As
used in this Quarterly Report on Form 10-Q, we, us, our and the Company refer
to Willamette Valley Vineyards, Inc.
Forward
Looking Statements
This
Managements Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Form 10-Q contain
forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements
involve risks and uncertainties that are based on current expectations, estimates and projections about the Companys business,
and beliefs and assumptions made by management. Words such as expects, anticipates, intends,
plans, believes, seeks, estimates, predicts, potential,
should, or will or the negative thereof and variations of such words and similar expressions are intended
to identify such forward-looking statements. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted
in such forward-looking statements due to numerous factors, including, but not limited to: availability of financing for growth, availability
of adequate supply of high quality grapes, successful performance of internal operations, impact of competition, changes in wine broker
or distributor relations or performance, impact of possible adverse weather conditions, impact of reduction in grape quality or supply
due to disease or smoke from forest fires, changes in consumer spending, and the reduction in consumer demand for premium wines. In addition,
such statements could be affected by general industry and market conditions and growth rates, and general domestic economic conditions.
Many of these risks as well as other risks that may have a material adverse impact on our operations and business, are identified in
Item 1A Risk Factors in the Companys Annual Report on Form 10-K for the year ended December 31, 2025, as well as
in the Companys other Securities and Exchange Commission filings and reports. The forward-looking statements in this report are
made as of the date hereof, and, except as otherwise required by law, the Company disclaims any intention or obligation to update or
revise any forward-looking statements or to update the reasons why the actual results could differ materially from those projected in
the forward-looking statements, whether as a result of new information, future events or otherwise.
Critical
Accounting Policies
The
foregoing discussion and analysis of the Companys financial condition and results of operations are based upon our unaudited condensed
financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed financial statements
requires the Companys management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues
and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates,
including those related to revenue recognition, collection of accounts receivable, valuation of inventories, and amortization of vineyard
development costs. The Company bases its estimates on historical experience and on various other assumptions that are believed to be
reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. A description
of the Companys critical accounting policies and related judgments and estimates that affect the preparation of the Companys
financial statements is set forth in the Companys Annual Report on Form 10-K for the year ended December 31, 2025. Such policies
were unchanged during the three months ended March 31, 2026.
Overview
The
Company, one of the largest wine producers in Oregon by volume, believes its success is dependent upon its ability to: (1) grow and purchase
high quality vinifera wine grapes; (2) vinify the grapes into premium, super premium and ultra-premium wine; (3) achieve significant
brand recognition for its wines, first in Oregon, and then nationally and internationally; (4) effectively distribute and sell its products
nationally; and (5) continue to build on its base of direct to consumer sales.
The
Companys goal is to continue to build on a reputation for producing some of Oregons finest, most sought-after wines. The
Company has focused on positioning itself for strategic growth through property purchases, property development and issuance of the Companys
Series A Redeemable Preferred Stock (the Preferred Stock). Management expects near term financial results to be negatively
impacted by these activities as a result of incurring costs of accrued preferred stock dividends, strategic planning and development
costs and other growth associated costs.
The
Companys wines are made from grapes grown in vineyards owned, leased or contracted by the Company, and from grapes purchased from
other vineyards. The grapes are harvested, fermented and made into wine primarily at the Companys winery in Turner Oregon (the
Winery) and the wines are sold principally under the Companys Willamette Valley Vineyards label, but also under
the Griffin Creek, Pambrun, Elton, Maison Bleue, Metis, Natoma, Pere Ami, Elton, Domaine Willamette and Tualatin Estates labels. The
Company also owns the Tualatin Estate Vineyards and Winery, located near Forest Grove, Oregon and the Domaine Willamette Winery located
near Dundee, Oregon. The Company generates revenues from the sales of wine to wholesalers and direct to consumers.
14
Direct
to consumer sales primarily include sales through the Companys tasting rooms, telephone, internet and wine club. Direct to consumer
sales are at a higher unit price than sales through distributors due to prices received being closer to retail than those prices paid
by wholesalers. The Company continues to emphasize growth in direct to consumer sales through the Companys existing tasting rooms
and growth in wine club membership. Additionally, the Companys Preferred Stock sales since August 2015 have resulted in approximately
16,287 current preferred stockholders many of which the Company believes are wine enthusiasts are current and potential customers of
the Company.
Periodically,
the Company will sell grapes or bulk wine, due to them not meeting Company standards or being in excess of production targets, however
this is not a significant part of the Companys activities.
The
Company sold 38,892 and 31,835 cases of produced wine during the three months ended March 31, 2026 and 2025, respectively, an increase
of 7,057 cases, or 22.2% in the current year period over the prior year period. The increase in wine case sales was primarily the result
of having higher wholesale case sales in the current quarter when compared to the same quarter last year.
Cost
of sales includes grape costs, whether purchased or grown at Company vineyards, winemaking and processing costs, bottling, packaging,
warehousing, and shipping and handling costs. For grapes grown at Company vineyards, costs include farming expenditures and amortization
of vineyard development costs.
At
March 31, 2026, wine inventory included 152,337 cases of bottled wine and 681,857 gallons of bulk wine in various stages of the aging
process. Case wine is expected to be sold over the next 12 to 24 months and generally before the release date of the next vintage. The
Winery bottled 2,587 cases during the three months ended March 31, 2026.
Willamette
Valley Vineyards continues to receive positive recognition through national magazines, regional publications, local newspapers and online
bloggers including the accolades below.
The
Companys 2022 Domaine Willamette Blanc de Noirs received 92 points from Wine Spectator Magazine, Owen Bargreen and James Suckling.
The 2022 Domaine Willamette Blanc de Blancs rated 93 points from Owen Bargreen and 90 points from James Suckling.
The
2017 Domaine Willamette Extended Tirage Brut scored 94 points from Owen Bargreen.
Owen
Bargreen rated the 2022 Elton Pinot Noir 93 points and 2024 Estate Pinot Gris 92 points.
International
Wine Report scored the 2022 Elton Florine Pinot Noir and 2023 Elton Chardonnay both 92 points.
RESULTS
OF OPERATIONS
Revenue
Sales
revenue for the three months ended March 31, 2026 and 2025 was $8,256,153 and $7,541,583, respectively, an increase of $714,570, or 9.5%,
in the current year period over the prior year period. This increase was caused by an increase in revenues from distributor sales of
$797,678, being partly offset by a decrease in direct sales to consumers of $83,108 in the current years three-month period over
the same period in the prior year. The increase in revenue from distributors was primarily attributed to higher case sales in the current
year three-month period over the same period in the prior year. The decrease in direct sales to consumers was primarily the result of
lower wine club and internet revenues.
Cost
of Sales
Cost
of sales for the three months ended March 31, 2026 and 2025 was $3,227,089 and $2,782,475, respectively, an increase of $444,614, or
16.0%, in the current period over the prior year period. This change was primarily the result of the higher number of cases sold in the
first quarter of 2026 when compared to the same quarter in 2025.
Gross
Profit
Gross
profit for the three months ended March 31, 2026 and 2025 was $5,029,064 and $4,759,108, respectively, an increase of $269,956, or 5.7%,
in the first quarter of 2026 over the same quarter in the prior year. This increase was primarily the result of an increase in sales
through distributors.
Gross
profit as a percentage of net sales for the three months ended March 31, 2026 and 2025 was 60.9% and 63.1%, respectively, a decrease
of 2.2 percentage points in the current quarter over the same quarter in the prior year. The decrease was primarily the result of a higher
percentage of sales coming from distribution which has a lower gross margin combined with the mix of vintages sold in the first quarter
of 2026 when compared to the same quarter in 2025.
15
Selling,
General and Administrative Expenses
Selling,
general and administrative expenses for the three months ended March 31, 2026 and 2025 was $5,706,858 and $5,629,086, respectively, an
increase of $77,772, or 1.4%, in the current quarter over the same quarter in the prior year. This increase was primarily the result
of an increase in selling expenses of $116,135, or 2.9% being partly offset by a decrease in general and administrative expenses of $38,363,
or 2.3% in the current quarter compared to the same quarter last year.
Interest
Expense
Interest
expense for the three months ended March 31, 2026 and 2025 was $287,313 and $298,221, respectively, a decrease of $10,908 or 3.7%, in
the first quarter of 2026 over the same quarter in the prior year.
Income
Tax Benefit
The
income tax benefit for the three months ended March 31, 2026 and 2025 was $193,414 and $296,742, respectively, a decrease of $103,328
or 34.8%, in the first quarter of 2026 over the same quarter in the prior year, primarily as a result of a lower pre-tax loss in the
first quarter of 2026, compared to the same quarter in 2025. The Companys estimated federal and state combined income tax rate
for the three months ended March 31, 2026 and 2025 was 25.5% and 28.9% respectively.
Net
Loss
Net
loss for the three months ended March 31, 2026 and 2025 was $565,073 and $728,981, respectively, a decrease of $163,908 or 22.5%, in
the first quarter of 2026 over the same quarter in the prior year. The decrease in net loss for the first quarter of 2026, compared to
the comparable period in 2025, was primarily the result of higher case sales to distributors in 2026.
Net
Loss Applicable to Common Shareholders
Net
loss applicable to common shareholders for the three months ended March 31, 2026 and 2025 was $1,171,144 and $1,292,158, respectively,
a decrease of $121,014, or 9.4%, in the first quarter of 2026 over the same quarter in the prior year. The decrease in loss applicable
to common shareholders in the first quarter of 2026, compared to the same period of 2025, was the result of a lower net loss in the current
period.
Liquidity
and Capital Resources
At
March 31, 2026, the Company had a working capital balance of $26.6 million and a current working capital ratio of 3.45:1.
At
March 31, 2026, the Company had a cash balance of $404,712. At December 31, 2025, the Company had a cash balance of $410,886.
Total
cash generated from operating activities in the three months ended March 31, 2026 was $794,947. Cash generated from operating activities
for the three months ended March 31, 2026 was primarily associated with lower accounts receivables and lower inventories, being partially
offset by reduced grapes payable.
Total
cash used in investing activities in the three months ended March 31, 2026 was $70,750. Cash used in investing activities for the three
months ended March 31, 2026 consisted of cash used for computer equipment and vineyard development costs.
Total
cash used in financing activities in the three months ended March 31, 2026 was $730,371. Cash used in financing activities for the three
months ended March 31, 2026 primarily consisted of payments on the line of credit and payments on long term debt, being partially offset
by an increase in bank overdraft proceeds.
In
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. 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 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 $2,359,437 at March 31, 2026, at an interest rate of 7.0%, and an outstanding
line of credit balance of $3,140,140 at December 31, 2025, 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.
As
of March 31, 2026, the Company had a 15-year installment note payable of $854,907, due in quarterly payments of $42,534, associated with
the purchase of property in the Dundee Hills AVA.
16
As
of March 31, 2026, the Company had a total long-term debt balance of $14,935,020, including the portion due in the next year, owed to
AgWest, exclusive of debt issuance costs of $154,090. As of December 31, 2025, the Company had a total long-term debt balance of $15,184,395,
exclusive of debt issuance costs of $158,837.
The
Company believes that cash flow from operations and funds available under the Companys existing credit facilities and through
preferred stock sales will be sufficient to meet the Companys long-term needs.
ITEM
3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As
a smaller reporting company, the Company is not required to provide the information required by this item.
ITEM
4: CONTROLS AND PROCEDURES
Disclosure
Controls and Procedures – The Company carried out an evaluation as of the end of the period covered by this Quarterly Report
on Form 10-Q, under the supervision and with the participation of the Companys management, including the Companys Chief
Executive Officer and the Companys Chief Financial Officer, of the effectiveness of the Companys disclosure controls and
procedures pursuant to paragraph (b) of Rule 13a-15 and 15d-5 under the Securities Exchange Act of 1934, as amended (the Exchange
Act). Based on that review, the Chief Executive Officer and the Chief Financial Officer have concluded that the Companys
disclosure controls and procedures are effective, as of the end of the period covered by this report, to ensure that information required
to be disclosed by the Company in the reports the Company files or submit under the Exchange Act (1) is recorded, processed, summarized,
and reported within the time periods specified in the Securities and Exchange Commissions rules and forms, and (2) is accumulated
and communicated to the Companys management, including the Companys principal executive officer and principal financial
officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes
in Internal Control over Financial Reporting – There have been no changes in our internal control over financial reporting
during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
PART
II: OTHER INFORMATION
Item
1 – Legal Proceedings
From
time to time, the Company is a party to various judicial and administrative proceedings arising in the ordinary course of business. The
Companys management and legal counsel have reviewed the probable outcome of any proceedings that were pending during the period
covered by this report, the costs and expenses reasonably expected to be incurred, the availability and limits of the Companys
insurance coverage, and the Companys established liabilities. While the outcome of legal proceedings cannot be predicted with
certainty, based on the Companys review, the Company believes that any unrecorded liability that may result as a result of any
legal proceedings is not likely to have a material effect on the Companys liquidity, financial condition or results from operations.
Item
1A – Risk Factors
In
addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I,
Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which could materially
affect our business, results of operations or financial condition.
Additional
risks and uncertainties not currently known to us or that we currently deem to be immaterial also may eventually prove to materially
adversely affect our business, impact our results of operations or financial condition.
Item
2 – Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item
3 – Defaults Upon Senior Securities
None.
Item
4 – Mine Safety Disclosures
Not
applicable.
Item
5 – Other Information
During
the three months ended March 31, 2026, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted
or terminated a Rule 10b5-1 trading arrangement or Non-Rule 10b5-1 trading arrangement as each term is defined
in Item 408(a) of Regulation S-K.
17
Item
6 – Exhibits
3.1
Articles
of Incorporation of Willamette Valley Vineyards, Inc. (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. 001-37610).
3.2
Articles
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. 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys Current Reports on Form 8-K filed on November 20, 2015, File No. 001-37610)
31.1
Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 (Filed herewith)
31.2
Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-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 (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 (Filed herewith)
101
The
following financial information from the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted
in Inline Extensible Business Reporting Language (iXBRL): (i) Condensed Balance Sheets, (ii) Condensed Statements of Operations;
(iii) Condensed Statements of Shareholders Equity; (iv) Condensed Statements of Cash Flows; and (iv) Notes to Financial Statements,
tagged as blocks of text. (Filed herewith)
104
The
cover page from the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 has been formatted in Inline
XBRL
18
SIGNATURES
Pursuant
to the requirements of the Security 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.
Date:
May 13, 2026
By
/s/
James W. Bernau
James
W. Bernau
President
(Principal
Executive Officer)
Date:
May 13, 2026
By
/s/
John Ferry
John
Ferry
Chief
Financial Officer
(Principal
Accounting and Financial Officer)
19
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.