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What changed in WILLAMETTE VALLEY VINEYARDS INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of WILLAMETTE VALLEY VINEYARDS INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+160 added−168 removedSource: 10-K (2026-03-24) vs 10-K (2025-03-25)

Top changes in WILLAMETTE VALLEY VINEYARDS INC's 2025 10-K

160 paragraphs added · 168 removed · 145 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

59 edited+5 added−10 removed50 unchanged
Biggest changeThe Company’s historical annual grape harvest and wine production from 2005 to 2024 is as follows: Tons of Tons of Total Tons Gallons of Harvest Grapes Grapes of Grapes Bulk Production Cases Year Grown Purchased Harvested Purchases Year Produced 2005 1,107 25 1,132 - 2005 72,297 2006 1,454 34 1,488 - 2006 81,081 2007 850 896 1,746 - 2007 115,466 2008 551 874 1,425 57,736 2008 121,027 2009 1,033 1,100 2,133 74,954 2009 132,072 2010 674 371 1,045 4,276 2010 110,224 2011 718 609 1,327 9,620 2011 81,357 2012 658 670 1,328 7,910 2012 91,181 2013 755 1,020 1,775 6,257 2013 95,638 2014 1,211 970 2,181 520 2014 108,958 2015 1,266 1,012 2,278 - 2015 120,794 2016 921 1,052 1,973 47,780 2016 141,416 2017 1,631 1,622 3,253 15,900 2017 151,332 2018 1,501 1,063 2,564 800 2018 164,590 2019 1,572 1,046 2,618 - 2019 172,869 2020 1,031 1,470 2,501 13,173 2020 175,357 2021 1,550 1,522 3,072 6,643 2021 206,954 2022 2,509 1,307 3,816 22,000 2022 186,792 2023 1,771 2,421 4,192 11,236 2023 234,086 2024 2,053 1,353 3,406 21,731 2024 253,974 10 Sales and Distribution Marketing strategy – The Company markets and sells its wines through a combination of direct sales at the retail locations, directly through mailing lists, and through distributors and wine brokers.
Biggest changeThe Company’s Winery is equipped with current technical innovations and uses modern equipment and software to monitor the progress of each wine through all stages of the winemaking process. 9 The Company’s historical annual grape harvest and wine production from 2015 to 2025 is as follows: Tons of Tons of Total Tons Gallons of Harvest Grapes Grapes of Grapes Bulk Production Cases Year Grown Purchased Harvested Purchases Year Produced 2015 1,266 1,012 2,278 - 2015 120,794 2016 921 1,052 1,973 47,780 2016 141,416 2017 1,631 1,622 3,253 15,900 2017 151,332 2018 1,501 1,063 2,564 800 2018 164,590 2019 1,572 1,046 2,618 - 2019 172,869 2020 1,031 1,470 2,501 13,173 2020 175,357 2021 1,550 1,522 3,072 6,643 2021 206,954 2022 2,509 1,307 3,816 22,000 2022 186,792 2023 1,771 2,421 4,192 11,236 2023 234,086 2024 2,053 1,353 3,406 21,731 2024 253,974 2025 1,668 594 2,262 - 2025 158,707 Sales and Distribution Marketing strategy – The Company markets and sells its wines through a combination of direct sales at the retail locations, directly through mailing lists, and through distributors and wine brokers.
The Company holds U.S. federal and/or Oregon state trademark registrations for the trademarks material to the business, including but not limited to: Willamette, Willamette Valley Vineyards, WVV, Domaine Willamette, Willamette Whiskey, Willamette+, Whole Cluster, Give Your Whole Heart with Willamette Whole Cluster, Daedalus Cellars, Elton, Griffin, Griffin Creek, Ingram Estate, It’s Willamette, Dammit!, Jory Claim, Pambrun, Pambrun Cross Logo, SIP.
The Company holds U.S. federal and/or Oregon state trademark registrations for the trademarks material to the business, including but not limited to: Willamette, Willamette Valley Vineyards, WVV, Domaine Willamette, Willamette Whiskey, Whole Cluster, Give Your Whole Heart with Willamette Whole Cluster, Daedalus Cellars, Elton, Griffin, Griffin Creek, Ingram Estate, It’s Willamette, Dammit!, Jory Claim, Pambrun, Pambrun Cross Logo, SIP.
The Company offers by-appointment private tours, giving a behind-the-scenes look at sparkling wine production. Domaine Willamette Winery’s biodynamic garden is another attraction for visitors. 11 In 2014, the Company launched daily food pairings to accompany its wines. The menu highlights Pacific Northwest inspired dishes paired with the Company’s wines.
The Company offers by-appointment private tours, giving a behind-the-scenes look at sparkling wine production. Domaine Willamette Winery’s biodynamic garden is another attraction for visitors. In 2014, the Company launched daily food pairings to accompany its wines. The menu highlights Pacific Northwest inspired dishes paired with the Company’s wines.
Some of Oregon’s Pinot Noir, Pinot Gris and Chardonnay wines have developed outstanding reputations, winning numerous national and international awards. However, Oregon has certain disadvantages as a wine-producing region. Oregon’s wines are lesser known to consumers worldwide, and the total wine production of Oregon wineries is small relative to California and French competitors.
Some of Oregon’s Pinot Noir, Pinot Gris and Chardonnay wines have developed outstanding reputations, winning numerous national and international awards. 5 However, Oregon has certain disadvantages as a wine-producing region. Oregon’s wines are lesser known to consumers worldwide, and the total wine production of Oregon wineries is small relative to California and French competitors.
The Company’s mission for this brand is to become the premier producer of Pinot Noir in the Pacific Northwest. 4 Under its Domaine Willamette label, the Company produces and sells the following types of wine in 750 ml bottles: Brut, $80 per bottle; Brut Rose, $80 per bottle; and Blanc de Blancs, $90 per bottle.
The Company’s mission for this brand is to become the premier producer of Pinot Noir in the Pacific Northwest. Under its Domaine Willamette label, the Company produces and sells the following types of wine in 750 ml bottles: Brut, $80 per bottle; Brut Rose, $80 per bottle; and Blanc de Blancs, $90 per bottle.
Numerous private events, charitable and political events are also held at Company locations. Direct sales produce a higher profit margin because the Company can sell its wine directly to consumers at retail prices, rather than to distributors at free-on-board prices.
Numerous private events, charitable and political events are also held at Company locations. 10 Direct sales produce a higher profit margin because the Company can sell its wine directly to consumers at retail prices, rather than to distributors at free-on-board prices.
In 2022, the Company opened a sparkling wine facility and tasting room called Domaine Willamette, at Bernau Estate that features the Company’s sparkling wines, as well as its other reserve wines, and its biodynamic farming practices. 7 Vineyards The Company owns and leases approximately 1,018 acres of land, of which 801 acres are either currently planted as vineyards or are suitable for future vineyard planting.
In 2022, the Company opened a sparkling wine facility and tasting room called Domaine Willamette, at Bernau Estate that features the Company’s sparkling wines, as well as its other reserve wines, and its biodynamic farming practices. 6 Vineyards The Company owns and leases approximately 1,018 acres of land, of which 801 acres are either currently planted as vineyards or are suitable for future vineyard planting.
The vineyards the Company owns, and leases are all certified sustainable by LIVE (Low Input Viticulture and Enology) and Salmon Safe. At full production, the Company anticipates these vineyards would enable the Company to grow approximately 73% of the grapes needed to meet the winery’s current production capacity of 654,000 gallons (275,000 cases) at its Estate Winery.
The vineyards the Company owns, and leases are all certified sustainable by LIVE (Low Input Viticulture and Enology) and Salmon Safe. At full production, the Company anticipates these vineyards would enable the Company to grow approximately 69% of the grapes needed to meet the winery’s current production capacity of 654,000 gallons (275,000 cases) at its Estate Winery.
These wineries are each an approximately 45-minute drive from Portland, the state’s largest metropolitan area . Dependence on Major Customers Historically, the Company’s revenue has been derived from thousands of customers annually. In 2024, sales to one distributor represented approximately 16.1% of total Company revenue.
These wineries are each an approximately 45-minute drive from Portland, the state’s largest metropolitan area . Dependence on Major Customers Historically, the Company’s revenue has been derived from thousands of customers annually. In 2025, sales to one distributor represented approximately 16.4% of total Company revenue. In 2024, sales to one distributor represented approximately 16.1% of total Company revenue.
SAVE., Made in Oregon Cellars, Heart Vine, Camp Willamette, Natoma, Salem Hills, Oregon Blossom, Oregon’s Landmark Winery, Oregon’s Nog, Club Willamette, Eagle’s Clutch, Kayak, W and Circle Design and W Willamette Valley Vineyards and Circle Design, Fuller, Maison Bleue Winery, Métis, Willamette Wineworks, Tualatin Estate, Tualatin, Natoma, Côte du Bleue and Père Ami.
SAVE., Made in Oregon Cellars, Heart Vine, Camp Willamette, Natoma, Salem Hills, Oregon Blossom, Oregon’s Landmark Winery, Oregon’s Nog, Club Willamette, Eagle’s Clutch, Kayak, W Willamette Valley Vineyards, Fuller, Maison Bleue Winery, Métis, Willamette Wineworks, Tualatin Estate, Tualatin, Natoma, Côte du Bleue and Père Ami.
The Company’s marketing and selling strategy is to sell its premium, super premium and ultra-premium cork-finished-wine through a combination of direct sales at the Company’s wineries, tasting room and restaurant locations in Oregon, Washington and California and sales through independent distributors and wine brokers who market the Company’s wine in specific targeted areas.
The Company’s marketing and selling strategy is to sell its premium, super premium and ultra-premium wine through a combination of direct sales at the Company’s wineries, tasting room and restaurant locations in Oregon, Washington and California and sales through independent distributors and wine brokers who market the Company’s wine in specific targeted areas.
An additional advantage for Willamette Valley wine tourism is the proximity of the wineries to Portland (Oregon’s largest city and most popular destination). From Portland, tourists can visit the Willamette Valley winery of their choice in anywhere from a 45 minute to a two-hour drive.
An additional advantage for Willamette Valley wine tourism is the proximity of the wineries to Portland (Oregon’s largest city and most popular destination). From Portland, tourists can visit the Willamette Valley winery of their choice in anywhere from a 45 minute to a three-hour drive.
Tourists – Oregon wineries are a popular tourist destination with many bed & breakfasts, motels and fine dining restaurants available. The Willamette Valley, Oregon’s leading wine region, has approximately 74% of the state’s wineries and is home to approximately 843 wineries.
Tourists – Oregon wineries are a popular tourist destination with many bed & breakfasts, motels and fine dining restaurants available. The Willamette Valley, Oregon’s leading wine region, has approximately 74% of the state’s wineries and is home to approximately 794 wineries.
The Company also operates eight additional tasting rooms at the following locations: (i) McMinnville, Oregon; (ii) Tualatin Vineyard, Oregon; (iii) Lake Oswego, Oregon; (iv) Happy Valley, Oregon; (v) Walla Walla, Washington; (vi) Vancouver, Washington; (vii) Folsom, California, and (viii) Bend, Oregon. The Company holds various festivals and events at its locations throughout the year.
The Company also operates seven additional tasting rooms at the following locations: (i) Tualatin Vineyard, Oregon; (ii) Lake Oswego, Oregon; (iii Happy Valley, Oregon; (iv) Walla Walla, Washington; (v) Vancouver, Washington; (vi) Folsom, California, and (vii) Bend, Oregon. The Company holds various festivals and events at its locations throughout the year.
Under its Maison Bleue label, the Company produces and sells the following types of wine in 750 ml bottles: Frontiere Syrah, $80 per bottle; Graviére Syrah, $75 per bottle; Voyageur Syrah, $65 per bottle; Bourgeois Grenache, $65 per bottle; Voltigeur Viognier, $55 per bottle; and Lisette Rose, $45 per bottle.
Under its Maison Bleue label, the Company produces and sells the following types of wine in 750 ml bottles: Frontiere Syrah, $80 per bottle; Graviére Syrah, $75 per bottle; Voyageur Syrah, $70 per bottle; Bourgeois Grenache, $70 per bottle; Voltigeur Viognier, $60 per bottle; and Lisette Rose, $45 per bottle.
The Company’s products are distributed in 49 states and the District of Columbia, and there are two non-domestic (export) customers. For 2024 and 2023, sales to distributors and wine brokers contributed approximately 46.6% and 47.6% of the Company’s revenue from operations, respectively.
The Company’s products are distributed in 49 states and the District of Columbia, and there are two non-domestic (export) customers. For 2025 and 2024, sales to distributors and wine brokers contributed approximately 45.6% and 46.6% of the Company’s revenue from operations, respectively.
Under its Pambrun label, the Company produces and sells the following types of wine in 750 ml bottles: Chrysologue, $80 per bottle; Merlot, $70 per bottle; Cabernet Sauvignon, $80 per bottle; and Malbec, $70 per bottle.
Under its Pambrun label, the Company produces and sells the following types of wine in 750 ml bottles: Chrysologue, $90 per bottle; Merlot, $80 per bottle; Cabernet Sauvignon, $90 per bottle; and Malbec, $75 per bottle.
In 2024, the Company purchased an additional 1,353 tons of grapes from other growers. The Company cannot grow enough grapes to meet anticipated production needs, and therefore contracts grape purchases to make up the difference. Contracted grape purchases are considered an important component of the Company’s long-term growth and risk-management plan.
In 2025, the Company purchased an additional 594 tons of grapes from other growers. The Company cannot grow enough grapes to meet anticipated production needs, and therefore contracts grape purchases to make up the difference. Contracted grape purchases are considered an important component of the Company’s long-term growth and risk-management plan.
Sales made directly to consumers at retail prices result in an increased profit margin equal to the difference between retail prices and distributor prices. For 2024 and 2023, direct sales contributed approximately 53.4% and 52.4% of the Company’s net sales, respectively.
Sales made directly to consumers at retail prices result in an increased profit margin equal to the difference between retail prices and distributor prices. For 2025 and 2024, direct sales contributed approximately 54.4% and 53.4% of the Company’s net sales, respectively.
Wines produced from this vineyard are sold under the Pambrun label. 8 Loeza Vineyard – The Company purchased 62 acres near Gaston, Oregon in 2014, for vineyard plantings, and believes the site is ideally situated to grow premium Pinot Gris and Pinot Noir.
The Company believes this site is ideal to grow Cabernet Sauvignon and other Bordeaux-varietals. Wines produced from this vineyard are sold under the Pambrun label. Loeza Vineyard – The Company purchased 62 acres near Gaston, Oregon in 2014, for vineyard plantings, and believes the site is ideally situated to grow premium Pinot Gris and Pinot Noir.
Management believes that the grapes grown on the Company’s vineyards establish a foundation of quality through the Company’s farming practices, upon which the quality of the Company’s wines is built. Wine produced from grapes grown in the Company’s own vineyards may be labeled as “Estate Bottled” wines. These wines traditionally sell at a premium over non-estate bottled wines.
Management believes that the grapes grown on the Company’s vineyards establish a foundation of quality through the Company’s farming practices, upon which the quality of the Company’s wines is built. Wine produced from grapes grown in the Company’s own vineyards may be labeled as “Estate Bottled” wines.
Products – Under its Willamette Valley Vineyards label, the Company produces and sells the following types of wine in 750 ml bottles: Pinot Noir, the brand’s flagship and its largest selling varietal, $29 to $120 per bottle; Chardonnay, $28 to $60 per bottle; Pinot Gris, $34 per bottle; Pinot Blanc, $35 per bottle; Sauvignon Blanc, $38 per bottle; Gruner Veltliner, $40 per bottle; Rose, $32 to $34 per bottle; Brut, $80 per bottle; Brut Rose, $80 per bottle; and Riesling, $19 per bottle (all bottle prices included herein are the suggested retail prices).
Products – Under its Willamette Valley Vineyards label, the Company produces and sells the following types of wine in 750 ml bottles: Pinot Noir, the brand’s flagship and its largest selling varietal, $25 to $120 per bottle; Chardonnay, $25 to $85 per bottle; Pinot Gris, $35 per bottle; Pinot Blanc, $40 per bottle; Sauvignon Blanc, $35 per bottle; Gruner Veltliner, $45 per bottle; Rose, $27 to $34 per bottle; Brut, $80 per bottle; Brut Rose, $80 per bottle; and Riesling, $21 per bottle (all bottle prices included herein are the suggested retail prices).
Under its Griffin Creek label, the Company produces and sells the following types of wine in 750 ml bottles: Syrah, the brand’s flagship, $60 per bottle; Merlot, $60 per bottle; Cabernet Sauvignon, $60 per bottle; Grenache, $60 per bottle; Cabernet Franc, $60 per bottle; Tempranillo, $60 per bottle; Malbec, $60 per bottle; The Griffin (a Bordeaux style blend), $75 per bottle; and Viognier, $45 per bottle.
Under its Tualatin Estate Vineyards label, the Company currently produces and sells 750 ml bottles of Semi-Sparkling Muscat, $20 per bottle. 4 Under its Griffin Creek label, the Company produces and sells the following types of wine in 750 ml bottles: Syrah, the brand’s flagship, $65 per bottle; Merlot, $65 per bottle; Cabernet Sauvignon, $65 per bottle; Grenache, $80 per bottle; Cabernet Franc, $65 per bottle; Tempranillo, $65 per bottle; Malbec, $60 per bottle; The Griffin (a Bordeaux style blend), $75 per bottle; and Viognier, $45 per bottle.
The Company believes it competes favorably with respect to each of these factors. The Company has primarily received “Excellent” to “Recommended” reviews in tastings of its wines and believes its prices are competitive with other Oregon wineries.
The Company has primarily received “Excellent” to “Recommended” reviews in tastings of its wines and believes its prices are competitive with other Oregon wineries.
To remain competitive in the premium, super premium and ultra-premium market, the Company has embarked on a brand expansion project including developing a brand and winery in the Walla Walla American Viticultural Area (“AVA”) under the names Pambrun, Maison Bleue and Metis.
To remain competitive in the premium, super premium and ultra-premium market, the Company has developed a brand in the Walla Walla American Viticultural Area (“AVA”) under the names Pambrun, Maison Bleue and Metis.
According to this report, US wine volume consumed has reduced over the last four years. Additionally, direct-to-consumer volume declined and tasting room visitation dropped for the third consecutive year and consumer demand for the overall wine category continued its decline, with fewer U.S. consumers opting for wine and choosing alternatives such as ready-to-drink beverages, spirits, cannabis, or abstaining altogether.
Additionally, direct-to-consumer volume declined and tasting room visitation dropped for the fourth consecutive year and consumer demand for the overall wine category continued its decline, with fewer U.S. consumers opting for wine and choosing alternatives such as ready-to-drink beverages, spirits, cannabis, or abstaining altogether.
Adjacent to the purchased land is an additional 110 leased acres, also for vineyard development. The Company believes the site is ideally situated to grow premium Pinot Noir. The Ingram site is also adjacent to Elton Vineyards, where the Company leases 54 acres of established vineyards.
Adjacent to the purchased land is an additional 110 leased acres, also for vineyard development. The Company believes the site is ideally situated to grow premium Pinot Noir.
The first two outstanding loans require aggregate 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.
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 following table summarizes the Company’s acreage: ACRES TONS Vineyard Name Total Producing Pre-Production Plantable Non-Plantable 2024 2023 Owned Vineyards WVV Estate 107 69 - - 38 272 216 Tualatin Estate Vineyard 107 61 - - 46 204 190 Ingram Vineyard 86 63 - - 23 228 178 Pambrun Vineyard 87 20 - 30 37 44 45 Loeza Vineyard 62 20 15 23 4 97 133 Louisa Vineyard 53 - - 25 28 - - Maison Bleue Vineyard 37 15 - 19 3 31 37 Bernau Estate 20 13 - - 7 37 40 Dayton Vineyard 40 - 16 18 6 - - Lafayette Vineyard 36 - - 36 - - - Jory Claim Vineyard 69 - 23 42 4 - - Sub-Total 704 261 54 193 196 913 839 Leased Vineyards Peter Michael Vineyard 79 69 - - 10 328 264 Meadowview Vineyard 49 49 - - - 213 167 Elton Vineyard 59 54 - 2 3 187 187 Ingram Vineyard 110 93 - 17 - 387 286 Bernau Estate 17 9 - - 8 25 28 Sub-Total 314 274 - 19 21 1,140 932 Contracted Vineyards* Various 338 338 - - - 1,353 2,421 Total 1,356 873 54 212 217 3,406 4,192 * Contracted acreage is estimated WVV Estate – Established in 1983, the Company’s Estate Vineyard (the “Estate Vineyard”) is located at the Winery location south of Salem, near Turner, Oregon.
The following table summarizes the Company’s acreage: ACRES TONS Vineyard Name Total Producing Pre- Production Plantable Non- Plantable 2025 2024 Owned Vineyards WVV Estate 107 69 - - 38 161 272 Tualatin Estate Vineyard 107 44 - 17 46 132 204 Ingram Vineyard 86 63 - - 23 188 228 Pambrun Vineyard 87 20 - 30 37 64 44 Loeza Vineyard 62 45 - 13 4 156 97 Louisa Vineyard 53 - - 25 28 - - Maison Bleue Vineyard 37 15 - 19 3 66 31 Bernau Estate 20 13 - - 7 27 37 Dayton Vineyard 40 - 16 18 6 - - Lafayette Vineyard 36 - - 36 - - - Jory Claim Vineyard 69 - 23 42 4 - - Sub-Total 704 269 39 200 196 794 913 Leased Vineyards Peter Michael Vineyard 79 69 - - 10 303 328 Meadowview Vineyard 49 49 - - - 155 213 Elton Vineyard 59 40 - 16 3 119 187 Ingram Vineyard 110 93 - 17 - 278 387 Bernau Estate 17 9 - - 8 19 25 Sub-Total 314 260 - 33 21 874 1,140 Contracted Vineyards* Various 149 149 - - - 594 1,353 Total 1,167 678 39 233 217 2,262 3,406 * Contracted acreage is estimated WVV Estate – Established in 1983, the Company’s Estate Vineyard (the “Estate Vineyard”) is located at the Winery location south of Salem, near Turner, Oregon.
The Company also pays the state of Oregon an excise tax of $0.67 per gallon for wines with alcohol content at or below 14.0% and $0.77 per gallon for wines with alcohol content above 14.0% on all wine sold in Oregon.
These modifications were effective January 2020 and have since been made permanent. 11 The Company also pays the state of Oregon an excise tax of $0.67 per gallon for wines with alcohol content at or below 14.0% and $0.77 per gallon for wines with alcohol content above 14.0% on all wine sold in Oregon.
Viticultural Conditions Oregon’s Willamette Valley is recognized as a premier location for growing certain varieties of high-quality wine grapes, particularly Pinot Noir, Pinot Gris, Chardonnay, and Riesling.
These wines traditionally sell at a premium over non-estate bottled wines. 8 Viticultural Conditions Oregon’s Willamette Valley is recognized as a premier location for growing certain varieties of high-quality wine grapes, particularly Pinot Noir, Pinot Gris, Chardonnay, and Riesling.
Additionally, the legislation provides for a $1 credit per gallon for the first 30,000 gallons produced; $0.90 for the next 100,000 gallons; and then $0.535 for up to 750,000 gallons. These modifications were effective January 2020 and have since been made permanent.
Additionally, the legislation provides for a $1 credit per gallon for the first 30,000 gallons produced; $0.90 for the next 100,000 gallons; and then $0.535 for up to 750,000 gallons.
At the Tualatin Vineyard, the Company has water rights to a year-round spring that feeds an irrigation pond.
At the Tualatin Vineyard, the Company has water rights to a year-round spring that feeds an irrigation pond. The Company also has water rights at each of the Pambrun and Maison Bleue Vineyards.
In 2024, crop yields were roughly 1% above the 10-year average and the Company’s producing acres yielded approximately 913 tons of grapes an increase of 5.3% over approximately 867 tons of grapes produced in 2023. The Company fulfills its remaining grape needs by purchasing grapes from other nearby vineyards at competitive prices.
In 2025, crop yields were roughly 13% below the 10-year average and the Company’s producing acres yielded approximately 794 tons of grapes a decrease of 13% compared to approximately 913 tons of grapes produced in 2024. The Company fulfills its remaining grape needs by purchasing grapes from other nearby vineyards at competitive prices.
According to UOIPRE, Oregon case sales in 2023 were 6.0 million, a 5% increase from 2022. Because of climate, soil and other growing conditions, we believe the Willamette Valley in western Oregon is ideally suited to growing superior quality Pinot Noir, Chardonnay, Pinot Gris and Riesling wine grapes.
Because of climate, soil and other growing conditions, we believe the Willamette Valley in western Oregon is ideally suited to growing superior quality Pinot Noir, Chardonnay, Pinot Gris and Riesling wine grapes.
A 2023 study conducted by the Wine Market Council of 1,500 U.S. consumers identified a significant downward trend in wine consumption attributed to a general reduction in alcohol consumption, primarily for health reasons.
A 2023 study conducted by the Wine Market Council of 1,500 U.S. consumers identified a significant downward trend in wine consumption attributed to a general reduction in alcohol consumption, primarily for health reasons. Previously considered a “healthy” option on the Healthy Eating Pyramid, alcohol consumption is now cautioned against by organizations like the World Health Organization.
The Company has released wines under the Pambrun label beginning with the 2015 vintage year and under the Maison Bleue label beginning with the 2016 vintage year. Additionally, the Company has developed a single vineyard brand near Hopewell, Oregon adjacent to the current site of Elton Vineyards to produce wine under the Elton label.
Additionally, the Company has developed a single vineyard brand near Hopewell, Oregon adjacent to the current site of Elton Vineyards to produce wine under the Elton label. This brand produces primarily Pinot Noir and Chardonnay, also for sale in the ultra-premium space. The Company has released wines under the Elton label beginning with the 2015 vintage year.
The Company controls a database of customers for email and direct promotions. The Company continues to submit its wines to competitions and state, regional and national media for editorials and ratings.
The Company uses a variety of marketing channels to generate interest in its wines. The Company has a highly functional website, and maintains social media sites. The Company controls a database of customers for email and direct promotions. The Company continues to submit its wines to competitions and state, regional and national media for editorials and ratings.
The Company also has a 23,000 square foot storage building to store its inventory of bottled product with a capacity of approximately 135,000 cases of wine. The production area is equipped with a settling tank and sprinkler system for disposing of wastewater from the production process in compliance with environmental regulations.
There is a 12,500 square foot outside production area for harvesting, pressing and fermenting wine grapes. The Company also has a 23,000 square foot storage building to store its inventory of bottled product with a capacity of approximately 135,000 cases of wine.
Pambrun Vineyards – In 2015, the Company purchased 42 acres in the Walla Walla AVA near the town of Milton-Freewater, Oregon. Additionally, the Company purchased an additional 45 adjoining acres in 2017. The Company believes this site is ideal to grow Cabernet Sauvignon and other Bordeaux-varietals.
The Ingram site is also adjacent to Elton Vineyards, where the Company leases 54 acres of established vineyards. 7 Pambrun Vineyards – In 2015, the Company purchased 42 acres in the Walla Walla AVA near the town of Milton-Freewater, Oregon. Additionally, the Company purchased an additional 45 adjoining acres in 2017.
According to the Oregon Vineyard and Winery Report produced by University of Oregon’s Institute for Policy Research and Engagement (“UOIPRE”) in 2023, the most recent year such data is available, the overall number of wineries increased from 1,116 to 1,143 with the biggest increases coming from the Willamette Valley, which added 24 wineries.
According to the Oregon Vineyard and Winery Report produced by University of Oregon’s Institute for Policy Research and Engagement (“UOIPRE”) in 2024, the most recent year such data is available, the overall number of wineries decreased from 1,143 to 1,076. Planted acres of wine grape vineyards increased by 1,344 acres to 47,343, while harvested acres decreased by 3%.
This future winery is expected to produce small vintages of Cabernet Sauvignon and other Bordeaux-varietals, under the Pambrun brand, and Syrah and other Rhone-varietals, under the Maison Bleue brand, to compete in the ultra-premium wine market.
The Company produces small vintages of Cabernet Sauvignon and other Bordeaux-varietals, under the Pambrun brand, and Syrah and other Rhone-varietals, under the Maison Bleue brand, to compete in the ultra-premium wine market. The Company has released wines under the Pambrun label beginning with the 2015 vintage year and under the Maison Bleue label beginning with the 2016 vintage year.
Although much of the Company’s expenses for protecting the environment are voluntary, the Company is regulated by various local, state and federal agencies regarding environmental laws.
Although much of the Company’s expenses for protecting the environment are voluntary, the Company is regulated by various local, state and federal agencies regarding environmental laws. However, these regulatory costs and processes are effectively integrated into the Company’s regular operations and consequently do not generally cause significant alternative processes or costs.
Winery Wine production facility – The Company’s Estate Winery and production facilities are capable of efficiently producing up to 275,000 cases (654,000 gallons) of wine per year, depending on the type of wine produced. In 2024, the Winery produced approximately 253,974 cases (603,835 gallons) of wine, primarily from its 2022 and 2023 harvest.
The Company is in the process of gradually replacing infested areas with new, phylloxera-resistant vines. Winery Wine production facility – The Company’s Estate Winery and production facilities are capable of efficiently producing up to 275,000 cases (654,000 gallons) of wine per year, depending on the type of wine produced.
It is not possible to estimate any range of loss that may be incurred due to the phylloxera infestation of the Company’s vineyards. The phylloxera at Tualatin Vineyard is believed to have been introduced on the roots of the vines first planted on the property in the southern-most section Gewurztraminer in 1971 that the Company partially removed in 2004.
The phylloxera at Tualatin Vineyard is believed to have been introduced on the roots of the vines first planted on the property in the southern-most section Gewurztraminer in 1971 that the Company partially removed in 2004. The remaining vines, and all others infested, remain productive at low crop levels.
The Company also has water rights at each of the Pambrun and Maison Bleue Vineyards. 9 Susceptibility of vineyards to disease – The Tualatin Estate Vineyard and the adjacent leased vineyards are known to be infested with phylloxera, an aphid-like insect, which can destroy vines.
Susceptibility of vineyards to disease – The Tualatin Estate Vineyard and the adjacent leased vineyards are known to be infested with phylloxera, an aphid-like insect, which can destroy vines. It is not possible to estimate any range of loss that may be incurred due to the phylloxera infestation of the Company’s vineyards.
In addition to the production capacity discussed above, the Tualatin Winery has 20,000 square feet of production capacity. This adds approximately 28,000 cases (66,000 gallons) of wine production capacity to the Company. The capacity at the Tualatin Winery is available to the Company to meet any anticipated future production needs.
The production area is equipped with a settling tank and sprinkler system for disposing of wastewater from the production process in compliance with environmental regulations. In addition to the production capacity discussed above, the Tualatin Winery has 20,000 square feet of production capacity. This adds approximately 28,000 cases (66,000 gallons) of wine production capacity to the Company.
The Company also stores and ages product at the Domaine Willamette Winery location in Dundee, Oregon. Mortgages on properties – The Company’s winery facilities at the Estate Winery are subject to three mortgages with an aggregate principal balance of $14,042,910 at December 31, 2024.
Mortgages on properties – The Company’s winery facilities at the Estate Winery are subject to four mortgages with an aggregate principal balance of $15,184,395 at December 31, 2025.
Currently, no Oregon winery dominates the Oregon wine market. There are several Oregon wineries that are older, better established and have greater label recognition than that of the Company. The Company believes that the principal competitive factors in the premium, super premium, and ultra-premium segment of the wine industry are product quality, price, label recognition, and product supply.
The Company believes that the principal competitive factors in the premium, super premium, and ultra-premium segment of the wine industry are product quality, price, label recognition, and product supply. The Company believes it competes favorably with respect to each of these factors.
All websites referred to herein are inactive textual references only, meaning that the information contained in such websites is not incorporated by reference herein.
You may learn more about the Company by visiting the Company’s website at www.wvv.com . All of the reports we file with the SEC are available from this website. All websites referred to herein are inactive textual references only, meaning that the information contained in such websites is not incorporated by reference herein.
The Winery is 12,784 square feet in size and contains areas for processing, fermenting, aging and bottling wine, as well as an underground wine cellar and administrative offices. There is a 12,500 square foot outside production area for harvesting, pressing and fermenting wine grapes.
In 2025, the Winery produced approximately 158,707 cases (377,333 gallons) of wine, primarily from its 2023 and 2024 harvests. The Winery is 12,784 square feet in size and contains areas for processing, fermenting, aging and bottling wine, as well as an underground wine cellar and administrative offices.
Planted acres of wine grape vineyards increased by 1,512 acres from 44,487 to 45,999, an increase of 3%, 40,313 acres of which were harvested. Oregon wine grapes produced a 2023 crop with a total value of $349 million, an increase of 6% from 2022. Pinot Noir leads all varieties accounting for 60% of planted acreage and 59% of production.
Oregon wine grapes produced a 2024 crop with a total value of $329 million, a decrease of 6% from 2023. Pinot Noir leads all varieties accounting for 60% of planted acreage and 58% of production. According to UOIPRE, Oregon case sales in 2024 were 5.8 million, a 4% decrease from 2023.
This brand’s mission is to be the highest quality producer of Sparkling Wines in Oregon. Under its Tualatin Estate Vineyards label, the Company currently produces and sells 750 ml bottles of Semi-Sparkling Muscat, $28 per bottle.
This brand’s mission is to be the highest quality producer of Sparkling Wines in Oregon.
Within the wine industry, the Company believes that its principal competitors include wineries in Oregon, California, and Washington, which, like the Company, produce premium, super premium, and ultra-premium wines. Wine production in the United States is dominated by large California wineries that have significantly greater financial, production, distribution, and marketing resources than the Company.
Competition The wine industry is highly competitive. In a broad sense, wines may be considered to compete with all alcoholic and nonalcoholic beverages. Within the wine industry, the Company believes that its principal competitors include wineries in Oregon, California, and Washington, which, like the Company, produce premium, super premium, and ultra-premium wines.
The Company’s employees are not represented by any collective bargaining unit. The Company believes it maintains positive relations with its employees. Additional Information The Company files Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and proxy statements with the Securities and Exchange Commission (“SEC”).
Additional Information The Company files Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and proxy statements with the Securities and Exchange Commission (“SEC”). The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers, including the Company, that file electronically with the SEC at www.sec.gov.
The Company believes it has taken commercially reasonable precautions in an effort to prevent the spread of phylloxera to other vineyards. 6 As a result of these factors, subject to the risks and uncertainties identified in this Annual Report on Form 10-K, the Company believes that long-term prospects for growth in the Oregon wine industry are good.
The Company believes it has taken commercially reasonable precautions in an effort to prevent the spread of phylloxera to other vineyards.
However, these regulatory costs and processes are effectively integrated into the Company’s regular operations and consequently do not generally cause significant alternative processes or costs. 13 Employees As of December 31, 2024, the Company had approximately 161 full-time employees and 149 part-time employees. In addition, the Company hires additional employees for seasonal work as required.
Employees As of December 31, 2025, the Company had approximately 158 full-time employees and 141 part-time employees. In addition, the Company hires additional employees for seasonal work as required. The Company’s employees are not represented by any collective bargaining unit. The Company believes it maintains positive relations with its employees.
According to the Wine Business Analytics 2024 Year in Review direct to consumer shipping in 2024 was down 10% year over year in volume and down 5% year over year in value.
According to the SOVOS 2026 Direct-to-Consumer Wine Shipping Report, 2025 had the largest one year drop with volume down 15% year over year to 5.4 million cases and value down 6% to $3.7 billion.
The third outstanding loan currently requires aggregate monthly principal and interest payments of $87,989 on the loan, at an annual variable interest rate of 6.66% with a maturity date of 2039. Wine production – The Company operates on the principle that winemaking is a natural, but highly technical, process requiring the attention and dedication of the winemaking staff.
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 6.60% and has a maturity date of April, 2027.
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Market overview – Although the United States wine industry added 400 new wineries in 2022, a 3% increase from 2021, according to Wine Analytics Report . According to a Wine Business Monthly’s February 2024 report, the number of U.S. active wineries in 2023 stood at 11,620, which represented a 1% decrease compared to the number of wineries in 2022.
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Market overview – According to Silicon Valley Bank’s (SVB) 2026 annual report, US wine volume reduced by around 2% to 329 million cases and revenue reduced 1.6% to around $74.3 billion in 2025 from 2024. According to this report, US wine volume consumed has reduced over the last five years.
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The total US wine market was estimated at $81.3 billion in 2023 by Grand View research. Average wine consumption per United States resident was 2.68 gallons in 2023, down 15 percent compared to the 2021 peak. (Statista). Additionally, according to Silicon Valley Bank’s 2025 annual report, premium wineries faced a challenging landscape in 2024.
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The SVB forecast for 2026 is a continuing decline but at a slower rate, bottoming out in 2027 at around $73.0 billion, and then relatively flat through 2030.
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Previously considered a “healthy” option on the Healthy Eating Pyramid, alcohol consumption is now cautioned against by organizations like the World Health Organization. 5 Overall, we expect the industry to stabilize in 2025 around the current levels. We believe future positive sales and growth will depend on the industry targeting younger consumers.
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The capacity at the Tualatin Winery is available to the Company to meet any anticipated future production needs. The Company also stores and ages product at the Domaine Willamette Winery location in Dundee, Oregon.
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The Company believes that over the next several years, the Oregon wine industry will grow at a faster rate than the overall domestic wine industry, and that much of this growth will favor producers of premium, super premium and ultra-premium wines such as the Company’s Estate, Elton, Domaine Willamette, Pambrun, Maison Bleue and Griffin Creek brands.
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The general purposes of these loans were to make capital improvements to the winery and vineyard facilities. These loans are collateralized against the property on the Company estates in Salem and Tualatin. Wine production – The Company operates on the principle that winemaking is a natural, but highly technical, process requiring the attention and dedication of the winemaking staff.
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This brand produces primarily Pinot Noir and Chardonnay, also for sale in the ultra-premium space. The Company has released wines under the Elton label beginning with the 2015 vintage year.
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Wine production in the United States is dominated by large California wineries that have significantly greater financial, production, distribution, and marketing resources than the Company. Currently, no Oregon winery dominates the Oregon wine market. There are several Oregon wineries that are older, better established and have greater label recognition than that of the Company.
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The remaining vines, and all others infested, remain productive at low crop levels. The Company is in the process of gradually replacing infested areas with new, phylloxera-resistant vines.
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The Company’s Winery is equipped with current technical innovations and uses modern equipment and software to monitor the progress of each wine through all stages of the winemaking process.
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As the Company has increased production volumes and achieved greater brand recognition, sales to out of state markets have increased, both in terms of absolute dollars and as a percentage of total Company sales. The Company uses a variety of marketing channels to generate interest in its wines. The Company has a highly functional website, and maintains social media sites.
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In 2023, sales to one distributor represented approximately 14.4% of total Company revenue. 12 Competition The wine industry is highly competitive. In a broad sense, wines may be considered to compete with all alcoholic and nonalcoholic beverages.
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The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers, including the Company, that file electronically with the SEC at www.sec.gov. You may learn more about the Company by visiting the Company’s website at www.wvv.com . All of the reports we file with the SEC are available from this website.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeA reduction in consumer demand for premium wines could harm the Company’s business There have been periods in the past in which there were substantial declines in the overall per capita consumption of beverage alcohol products in the United States and other markets in which the Company participates.
Biggest changeHowever, the insurance may not be adequate or may not continue to be available at a price or on terms that are satisfactory to the Company and this insurance may not be adequate to cover any resulting liability. 14 A reduction in consumer demand for premium wines could harm the Company’s business There have been periods in the past in which there were substantial declines in the overall per capita consumption of beverage alcohol products in the United States and other markets in which the Company participates.
Any one or more of these events or circumstances would have a material adverse impact upon our business, financial condition or results of operations, and may make it more difficult or more expensive to undertake capital-raising efforts in the future. The Company may be unable to pay accumulated dividends on its Preferred Stock.
Any one or more of these events or circumstances would have a material adverse impact upon our business, financial condition or results of operations, and may make it more difficult or more expensive to undertake capital-raising efforts in the future. 15 The Company may be unable to pay accumulated dividends on its Preferred Stock.
Because the average active trading volume is thin, there is less opportunity for shareholders to sell their shares of Common Stock on the open market, resulting in the common stock being less liquid than Common Stock in other publicly traded companies. 17 The Company may face liabilities associated with the offer and sale of its Preferred Stock.
Because the average active trading volume is thin, there is less opportunity for shareholders to sell their shares of Common Stock on the open market, resulting in the common stock being less liquid than Common Stock in other publicly traded companies. The Company may face liabilities associated with the offer and sale of its Preferred Stock.
There can be no assurance that in the future the Company will be able to successfully compete with its current competitors or that it will not face greater competition from other wineries and beverage manufacturers. 15 The Willamette Valley AVA value may be eroded by out of state competition who use it inappropriately or as fanciful marketing Wine grape growing regions in the United States are divided into AVA’s by the United States Department of the Treasury’s TTB, based on distinguishable geographic features.
There can be no assurance that in the future the Company will be able to successfully compete with its current competitors or that it will not face greater competition from other wineries and beverage manufacturers. 13 The Willamette Valley AVA value may be eroded by out of state competition who use it inappropriately or as fanciful marketing Wine grape growing regions in the United States are divided into AVA’s by the United States Department of the Treasury’s TTB, based on distinguishable geographic features.
These impediments include, but are not limited to; the classification of our board of directors (the “Board”) into three classes serving staggered three-year terms, which makes it more difficult to quickly replace Board members; the ability of our Board, subject to certain limitations under the NASDAQ rules, to issue shares of Preferred Stock with rights as it deems appropriate without stockholder approval; a provision that special meetings of our Board may be called only by our chief executive officer or at the request of holders of not less than half of all outstanding shares of our Common Stock; a provision that any member of the Board, or the entire Board, may be removed from office only for cause; and a provision that our stockholders comply with advance-notice provisions to bring director nominations or other matters before meetings of our stockholders.
These impediments include, but are not limited to; the classification of our board of directors (the “Board”) into three classes serving staggered three-year terms, which makes it more difficult to quickly replace Board members; the ability of our Board, subject to certain limitations under the NASDAQ rules, to issue shares of Preferred Stock with rights as it deems appropriate without stockholder approval; a provision that special meetings of our Board may be called only by our President or at the request of holders of not less than half of all outstanding shares of our Common Stock; a provision that any member of the Board, or the entire Board, may be removed from office only for cause; and a provision that our stockholders comply with advance-notice provisions to bring director nominations or other matters before meetings of our stockholders.
If significantly above-average rains occur just prior to the autumn grape harvest, the quality of harvested grapes is often materially diminished, thereby affecting that year’s wine quality. 14 Additionally, long-term changes in weather patterns could adversely affect the Company, especially if such changes impacted the amount or quality of grapes harvested.
If significantly above-average rains occur just prior to the autumn grape harvest, the quality of harvested grapes is often materially diminished, thereby affecting that year’s wine quality. 12 Additionally, long-term changes in weather patterns could adversely affect the Company, especially if such changes impacted the amount or quality of grapes harvested.
Bernau, our President and Chief Executive Officer and John Ferry, our Chief Financial Officer could harm the Company and its reputation and negatively impact its profitability, particularly if one or more of the Company’s key employees resigns to join a competitor or to form a competing company.
Bernau, our President, John Ferry, our Chief Financial Officer and Mike Osborn, our Chief Executive Officer could harm the Company and its reputation and negatively impact its profitability, particularly if one or more of the Company’s key employees resigns to join a competitor or to form a competing company.
Additionally, the Company had notes payable to private parties of approximately $1.0 million as of December 31, 2024. Costs of being a publicly-held company may put the Company at a competitive disadvantage As a public company, the Company incurs substantial costs that are not incurred by its competitors that are privately-held.
Additionally, the Company had notes payable to private parties of approximately $0.9 million as of December 31, 2025. Costs of being a publicly-held company may put the Company at a competitive disadvantage As a public company, the Company incurs substantial costs that are not incurred by its competitors that are privately-held.
We use information technologies to manage our operations and various business functions. We rely on various technologies to process, store and report on our business and to communicate electronically between our facilities, personnel, customers, and suppliers as well as for administrative functions and many of such technology systems are independent of one another for their functionality.
We rely on various technologies to process, store and report on our business and to communicate electronically between our facilities, personnel, customers, and suppliers as well as for administrative functions and many of such technology systems are independent of one another for their functionality.
Failure to comply with all conditions of the credit facilities, or to have sufficient funds for operations could adversely affect the Company’s results of operations and stockholder value. As of December 31, 2024, the Company’s outstanding long-term debt was approximately $14.0 million, with $2.4 million drawn under its short-term line of credit.
Failure to comply with all conditions of the credit facilities, or to have sufficient funds for operations could adversely affect the Company’s results of operations and stockholder value. As of December 31, 2025, the Company’s outstanding long-term debt was approximately $15.0 million, with $3.1 million drawn under its short-term line of credit.
To the extent we or a third party were to experience a material breach of our or such third party’s information technology systems that result in the unauthorized access, theft, use, destruction or other compromises of our customers’ or personnel’s data or confidential information stored in such systems, including through cyber-attacks or other external or internal methods could result in a violation of applicable privacy and other laws, and subject us to litigation and governmental investigations and proceedings, any of which could result in our exposure to material liability.
To the extent we or a third party were to experience a material breach of our or such third party’s information technology systems that result in the unauthorized access, theft, use, destruction or other compromises of our customers’ or personnel’s data or confidential information stored in such systems, including through cyber-attacks or other external or internal methods could result in a violation of applicable privacy and other laws, and subject us to litigation and governmental investigations and proceedings, any of which could result in our exposure to material liability. 16 The provisions in our articles of incorporation, our by-laws and Oregon law could delay or deter tender offers or takeover attempts that may offer a premium for our common stock.
If we issue preferred stock in the future that has preference over our Common Stock with respect to liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that dilute the voting power of our Common Stock, the rights of holders of the Common Stock or the market price of the Common Stock could be adversely affected. 18 Failures or security breaches of our information technology systems could disrupt our operations and negatively impact our business.
If we issue preferred stock in the future that has preference over our Common Stock with respect to liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that dilute the voting power of our Common Stock, the rights of holders of the Common Stock or the market price of the Common Stock could be adversely affected.
Deterioration in the quality of the Company’s wines could harm its brand name and could reduce sales and adversely impact the Company’s results of operations. 16 Contamination of the Company’s wines would harm the Company’s business The Company is subject to certain hazards and product liability risks, such as potential contamination, through tampering or otherwise, of ingredients or products.
Contamination of the Company’s wines would harm the Company’s business The Company is subject to certain hazards and product liability risks, such as potential contamination, through tampering or otherwise, of ingredients or products.
Factors that reduce the quantity of the Company’s grapes may also reduce their quality, which in turn could reduce the quality or amount of wine the Company produces.
Factors that reduce the quantity of the Company’s grapes may also reduce their quality, which in turn could reduce the quality or amount of wine the Company produces. Deterioration in the quality of the Company’s wines could harm its brand name and could reduce sales and adversely impact the Company’s results of operations.
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Pierce’s Disease is a vine bacterial disease. It kills grapevines and there is no known cure. Small insects called Sharpshooters spread this disease. A new strain of the Sharpshooter was discovered in Southern California and is believed to be migrating north.
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Subsequent to this date, the Company completed an additional 11 offerings of Preferred Stock, in each case pursuant to a registration statement, filed with and declared effective by, the SEC.
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The Company is actively supporting the efforts of the agricultural industry to control this pest and is making every reasonable effort to prevent an infestation in its own vineyards. The Company cannot, however, guarantee that it will succeed in preventing contamination in its vineyards.
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Failures or security breaches of our information technology systems could disrupt our operations and negatively impact our business. We use information technologies to manage our operations and various business functions.
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However, the insurance may not be adequate or may not continue to be available at a price or on terms that are satisfactory to the Company and this insurance may not be adequate to cover any resulting liability.
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The provisions in our articles of incorporation, our by-laws and Oregon law could delay or deter tender offers or takeover attempts that may offer a premium for our common stock.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn fiscal year 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.
Biggest changeIn fiscal year 2025, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeSee Item 1 Business - Vineyards, of this Annual Report on Form 10-K for the locations of each of the Company’s vineyards (both owned and leased) and other information pertaining to the production capacity, harvest totals and other important characteristics of each such vineyard. 19 Wine production facility – We believe the Company’s Estate Winery and production facilities are capable of efficiently producing up to 275,000 cases (654,000 gallons) of wine per year, depending on the type of wine produced.
Biggest changeSee Item 1 Business - Vineyards, of this Annual Report on Form 10-K for the locations of each of the Company’s vineyards (both owned and leased) and other information pertaining to the production capacity, harvest totals and other important characteristics of each such vineyard.
For additional discussion of vineyard and wine production facilities, see Item 1. Business.
For additional discussion of vineyard and wine production facilities, see Item 1. Business. 17
Of the 1,018 acres of land owned or leased, 535 acres are productive vineyards, 266 acres are pre-productive vineyards or are suitable for future vineyard plantings, and 217 acres are not suitable for vineyard planting or are used or reserved for winery or hospitality purposes.
Of the 1,018 acres of land owned or leased, 529 acres are productive vineyards, 272 acres are pre-productive vineyards or are suitable for future vineyard plantings, and 217 acres are not suitable for vineyard planting or are used or reserved for winery or hospitality purposes.
There is a 12,500 square foot outside production area for harvesting, pressing and fermenting wine grapes. The Company also has a 23,000 square foot storage building to store its inventory of bottled product. The production area is equipped with a settling tank and sprinkler system for disposing of wastewater from the production process in compliance with environmental regulations.
The Company also has a 23,000 square foot storage building to store its inventory of bottled product. The production area is equipped with a settling tank and sprinkler system for disposing of wastewater from the production process in compliance with environmental regulations.
In 2024, the Winery produced approximately 253,974 cases (603,836 gallons) of wine, mostly from its 2023 and 2022 harvests. The Winery is 12,784 square feet in size and contains areas for processing, fermenting, aging, and bottling wine, as well as an underground wine cellar, meeting rooms, and administrative offices.
The Winery is 12,784 square feet in size and contains areas for processing, fermenting, aging, and bottling wine, as well as an underground wine cellar, meeting rooms, and administrative offices. There is a 12,500 square foot outside production area for harvesting, pressing and fermenting wine grapes.
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Wine production facility – We believe the Company’s Estate Winery and production facilities are capable of efficiently producing up to 275,000 cases (654,000 gallons) of wine per year, depending on the type of wine produced. In 2025, the Winery produced approximately 158,707 cases (377,333 gallons) of wine, mostly from its 2024 and 2023 harvests.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe Company has not paid any dividends on its Common Stock, and the Company does not anticipate paying any dividends on Common Stock in the foreseeable future.
Biggest changeThe Company has not paid any dividends on its Common Stock, and the Company does not anticipate paying any dividends on Common Stock in the foreseeable future. The Company intends to use its earnings to expand its vineyards, winemaking, and customer service facilities.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The Company’s Common Stock is traded on the NASDAQ Capital Market under the symbol “WVVI.” Holders As of March 25, 2025, the Company had approximately 3,249 Common Stock stockholders of record.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The Company’s Common Stock is traded on the NASDAQ Capital Market under the symbol “WVVI.” Holders As of March 24, 2026, the Company had approximately 3,280 Common Stock stockholders of record.
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The Company intends to use its earnings to expand its vineyards, winemaking, and customer service facilities. 20 Equity Compensation Plans The Company had no equity compensation plan pursuant to which equity awards could be granted and no outstanding options or other equity awards as of December 31, 2024. Recent Sales of Unregistered Securities None. Issuer Purchases of Equity Securities None.
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Equity Compensation Plans See “Equity Compensation Plan Information” under “Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters” for information on our equity compensation plans. Recent Sales of Unregistered Securities None. Issuer Purchases of Equity Securities None.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeSee the Statement of Cash Flows set out in our financial statements included herein. 25 The following table provides a reconciliation of net loss (the most comparable GAAP measure) to EBITDA for the periods indicated: Year Ended December 31, 2024 2023 Net loss $ (117,894 ) $ (1,198,593 ) Depreciation and amortization expense 3,323,613 3,426,977 Interest expense 1,016,215 594,106 Income tax benefit (226,799 ) (487,861 ) EBITDA $ 3,995,135 $ 2,334,629 Sales Wine case sales for the years ended December 31, 2024 and 2023 and ending inventory amounts for the year ended December 31, 2024, are shown in the following table: Cases Sold Cases Sold Cases On-Hand Varietal/Product 2024 2023 December 31, 2024 Pinot Noir/Estate 16,176 17,334 13,222 Pinot Noir/Barrel Select 17,774 10,093 9,714 Pinot Noir/Founders Reserve 4,031 3,988 11,202 Pinot Noir/Special Designates 14,371 12,706 25,150 Pinot Noir/Whole Cluster 58,367 60,070 58,604 Pinot Gris 30,162 33,279 19,183 Riesling 13,237 19,982 12,743 Chardonnay 4,708 5,191 15,598 Other 27,593 28,976 39,023 Total 186,419 191,619 204,438 Approximately 59% of the Company’s case sales during 2024 were of the Company’s flagship varietal, Pinot Noir.
Biggest changeThe following table provides a reconciliation of net loss (the most comparable GAAP measure) to EBITDA for the periods indicated: Year Ended December 31, 2025 2024 Net loss $ (917,685 ) $ (117,894 ) Depreciation and amortization expense 3,249,411 3,323,613 Interest expense 1,168,876 1,016,215 Income tax benefit (291,581 ) (226,799 ) EBITDA $ 3,209,021 $ 3,995,135 22 Sales Wine case sales for the years ended December 31, 2025 and 2024 and ending inventory amounts for the year ended December 31, 2025, are shown in the following table: Cases Sold Cases Sold Cases On-Hand Varietal/Product 2025 2024 December 31, 2025 Pinot Noir/Estate 16,600 16,176 18,127 Pinot Noir/Barrel Select 15,573 17,774 9,337 Pinot Noir/Founders Reserve 3,785 4,031 7,065 Pinot Noir/Special Designates 14,494 14,371 28,125 Pinot Noir/Whole Cluster 45,368 58,367 19,348 Pinot Gris 25,168 30,162 29,293 Riesling 11,528 13,237 14,358 Chardonnay 7,353 4,708 18,087 Other 33,145 27,593 44,787 Total 173,014 186,419 188,527 Approximately 55% of the Company’s case sales during 2025 were of the Company’s flagship varietal, Pinot Noir.
Direct to consumer sales provide a higher gross profit to the Company 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 use of the Hospitality Center, opening new tasting rooms and growth in wine club membership.
Direct to consumer sales provide a higher gross profit to the Company 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 use of the Hospitality Center, opening tasting rooms and growth in wine club membership.
Sample expenses are recognized at the time the Company is billed by the distributor as a selling, general and administrative expense. 21 Amounts paid by customers to the Company for shipping and handling expenses are included in the net revenue. Expenses incurred for outbound shipping and handling charges are included in selling, general and administrative expense.
Sample expenses are recognized at the time the Company is billed by the distributor as a selling, general and administrative expense. Amounts paid by customers to the Company for shipping and handling expenses are included in the net revenue. Expenses incurred for outbound shipping and handling charges are included in selling, general and administrative expense.
The Company plans to address long-term grape supply needs by developing new vineyards on properties currently owned or secured by lease. The Company has approximately 54 acres of vineyards that have been planted but are in the pre-productive stage. We anticipate that these vineyards will begin producing grapes within the next one to three years.
The Company plans to address long-term grape supply needs by developing new vineyards on properties currently owned or secured by lease. The Company has approximately 39 acres of vineyards that have been planted but are in the pre-productive stage. We anticipate that these vineyards will begin producing grapes within the next one to three years.
The Company believes that cash flow from operations and funds available under its existing credit facilities and preferred stock program will be sufficient to meet the Company’s foreseeable short and long-term operating needs. Inflation The Company’s management does not believe inflation has had a material impact on the Company’s revenues or loss during 2024 or 2023.
The Company believes that cash flow from operations and funds available under its existing credit facilities and preferred stock program will be sufficient to meet the Company’s foreseeable short and long-term operating needs. Inflation The Company’s management does not believe inflation has had a material impact on the Company’s revenues or loss during 2025 or 2024.
The Company has approximately 212 acres of land that is suitable for future vineyard development. The Company intends to seek out opportunities to acquire land for future grape plantings in order to continue to increase available quantities, maintain control over farming practices, more effectively manage grape costs and mitigate uncertainty associated with long-term contracts.
The Company has approximately 233 acres of land that is suitable for future vineyard development. The Company intends to seek out opportunities to acquire land for future grape plantings in order to continue to increase available quantities, maintain control over farming practices, more effectively manage grape costs and mitigate uncertainty associated with long-term contracts.
In December of 2005, the Company entered into a revolving line of credit agreement with Umpqua Bank (the “Credit Agreement”) that allows borrowing up to $2,000,000 against eligible accounts receivable and inventories, as defined in the agreement. The revolving line bears interest at prime less 0.5%, with a floor of 3.25%, is payable monthly, and is subject to renewal.
In 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.
Wine Quality Continued awareness of the Willamette Valley Vineyards brand and the quality of its wines was enhanced by national and regional media coverage throughout 2024 including the accolades below.
Wine Quality Continued awareness of the Willamette Valley Vineyards brand and the quality of its wines was enhanced by national and regional media coverage throughout 2025 including the accolades below.
The Tualatin Winery has capacity to produce approximately 28,000 cases of wine. Management intends to fully utilize the production capacity at the Estate Winery before expanding into the Tualatin Winery. Grape Supply For the 2024 and 2023 vintages, the Company grew approximately 60% and 42% of all grapes harvested, respectively. The remaining grapes harvested were purchased from other growers.
The Tualatin Winery has capacity to produce approximately 28,000 cases of wine. Management intends to fully utilize the production capacity at the Estate Winery before expanding into the Tualatin Winery. Grape Supply For the 2025 and 2024 vintages, the Company grew approximately 74% and 60% of all grapes harvested, respectively. The remaining grapes harvested were purchased from other growers.
The decrease in case sales in 2024 compared to 2023 was the result of a decrease in sales to distributors. The Company has three primary sales channels: 1) direct-to-consumer sales; 2) in-state sales to distributors; and 3) out-of-state sales to distributors.
The decrease in case sales in 2025 compared to 2024 was primarily the result of a decrease in sales to distributors. The Company has three primary sales channels: 1) direct-to-consumer sales; 2) in-state sales to distributors; and 3) out-of-state sales to distributors.
Overview The Company generates revenue from the sales of wine to wholesalers and direct to consumers. The Company is experiencing increased levels of competition in traditional wholesale to retail grocery distribution from large California based wineries that are acquiring, producing, and marketing Oregon branded wines. Direct to consumer sales primarily include sales through the Company’s tasting rooms and wine club.
The Company is experiencing increased levels of competition in traditional wholesale to retail grocery distribution from large California based wineries that are acquiring, producing, and marketing Oregon branded wines. Direct to consumer sales primarily include sales through the Company’s tasting rooms and wine club.
The tasting room at the Company’s Estate Winery in the Salem Hills, Oregon was awarded the Best Wine Tasting Room in the country by USA Today in their 10 Best Readers’ Choice Awards. The Company was also awarded the #2 Best Wine Club in the nation by USA Today.
The tasting room at the Company’s Estate Winery in the Salem Hills, Oregon was awarded the Best Wine Tasting Room in the country by USA Today in their 10 Best Readers’ Choice Awards for the second consecutive year. The Company was also awarded the #2 Best Wine Club in the nation by USA Today for the second consecutive year.
Sales through the internet and wine club sales are recognized when the product has shipped to the customer or is ready for the scheduled pickup. The Company pays depletion allowances to the Company’s distributors based on their sales to their customers.
Direct sales through the Company’s tasting rooms are recognized at the point of sales. Sales through the internet and wine club sales are recognized when the product has shipped to the customer or is ready for the scheduled pickup. The Company pays depletion allowances to the Company’s distributors based on their sales to their customers.
The grapes are processed into wine, which is typically bottled and available for sale between five months and two years from the date of harvest. The Company received $2,275,162 and $3,313,483 worth of grapes from long-term contracts during the years ended December 31, 2024 and 2023, respectively.
The grapes are processed into wine, which is typically bottled and available for sale between five months and two years from the date of harvest. The Company received $1,071,099 and $2,275,162 worth of grapes from long-term contracts during the years ended December 31, 2025 and 2024, respectively.
Production Capacity Current production volumes are within the current production capacity constraints of the Winery, when including storage capacity at the Tualatin Winery and utilization of temporary storage when appropriate. In 2024, 253,974 cases were produced.
Production Capacity Current production volumes are within the current production capacity constraints of the Winery, when including storage capacity at the Tualatin Winery and utilization of temporary storage when appropriate. In 2025, 158,707 cases were produced.
These three sales channels represent 53.4%, 16.1% and 30.5%, of total revenue for the year ended December 31, 2024, respectively. This compares to 52.4%, 14.4% and 33.2% of total revenue for the year ended December 31, 2023, respectively. Miscellaneous and grape sales are included in direct-to-consumer sales.
These three sales channels represent 54.4%, 16.4% and 29.3%, of total revenue for the year ended December 31, 2025, respectively. This compares to 53.4%, 16.1% and 30.5% of total revenue for the year ended December 31, 2024, respectively. Miscellaneous and grape sales are included in direct-to-consumer sales.
Because of these limitations, EBITDA should only be considered as a supplemental performance measure and should not be considered as a measure of liquidity or cash available to us to invest in the growth of our business.
Because of these limitations, EBITDA should only be considered as a supplemental performance measure and should not be considered as a measure of liquidity or cash available to us to invest in the growth of our business. See the Statement of Cash Flows set out in our financial statements included herein.
The Company had an outstanding line of credit balance of $2,405,815 at December 31, 2024, at an interest rate of 7.0%, and an outstanding line of credit balance of $2,684,982 at December 31, 2023, at an interest rate of 8.0%.
The Company had an outstanding line of credit balance of $3,140,140 at December 31, 2025, at an interest rate of 7.0%, and an outstanding line of credit balance of $2,405,815 at December 31, 2024, at an interest rate of 7.0%.
The Company also pays taxes on its grape harvest on a per ton basis to the OLCC for the Oregon Wine Board. The Company’s excise related taxes for the years ended December 31, 2024 and 2023 were $405,392 and $431,714, respectively, a decrease of $26,322, for the year ended December 31, 2024 over the prior year period.
The Company also pays taxes on its grape harvest on a per ton basis to the OLCC for the Oregon Wine Board. The Company’s excise related taxes for the years ended December 31, 2025 and 2024 were $427,491 and $405,392, respectively, an increase of $22,099, for the year ended December 31, 2025 over the prior year period.
The Company has three primary sales channels: direct-to-consumer retail sales, in-state sales to distributors, and out-of-state sales to distributors. During 2024, revenues from retail sales increased 3.8%, revenues from in-state sales increased 13.8%, and revenues from out-of-state sales decreased 6.7%, compared to 2023.
The Company has three primary sales channels: direct-to-consumer retail sales, in-state sales to distributors, and out-of-state sales to distributors. During 2025, revenues from retail sales decreased 4.7%, revenues from in-state sales decreased 4.8%, and revenues from out-of-state sales decreased 10.2%, compared to 2024.
Case sales of Pinot Gris and Riesling follow with approximately 16% and 7% of case sales, respectively. The Company sold approximately 186,419 and 191,619 cases of Company-produced wine during the years ended December 31, 2024 and 2023, respectively. This represents a decrease of approximately 5,200 cases, or 2.7%, 2024 compared to 2023.
Case sales of Pinot Gris and Riesling follow with approximately 15% and 7% of case sales, respectively. The Company sold approximately 173,014 and 186,419 cases of Company-produced wine during the years ended December 31, 2025 and 2024, respectively. This represents a decrease of approximately 13,405 cases, or 7.2%, in 2025 compared to 2024.
EBITDA In 2024, the Company’s earnings before interest, taxes, depreciation, and amortization (“EBITDA”) increased 71.1% to $3,995,135 from $2,334,629 in 2023, primarily as a result of a lower net loss in 2024. EBITDA does not reflect the impact of a number of items that affect our net income (loss), including financing costs.
EBITDA In 2025, the Company’s earnings before interest, taxes, depreciation, and amortization (“EBITDA”) decreased 19.7% to $3,209,021 from $3,995,135 in 2024, primarily as a result of a higher net loss in 2025. EBITDA does not reflect the impact of a number of items that affect our net income (loss), including financing costs.
The Company had 11,183 wine club memberships for the year ended December 31, 2024, a net decrease of 358 when compared to 2023. Additionally, the Company’s Preferred Stock sales since August 2015 have resulted in approximately 14,715 preferred stockholders, many of which the Company believes are wine enthusiasts.
The Company had 10,481 wine club memberships as at December 31, 2025, a net decrease of 702 when compared to December 31,2024. Additionally, the Company’s Preferred Stock sales since August 2015 have resulted in approximately 14,811 preferred stockholders, many of which the Company believes are wine enthusiasts.
Management believes sufficient bulk wine inventory is on-hand to bottle approximately 310,000 cases of wine in 2025, and that sufficient stock is on hand to meet current demand levels until the 2024 vintage becomes available.
Wine Inventory The Company had 188,527 cases of bottled wine on-hand at the end of 2025. Management believes sufficient bulk wine inventory is on-hand to bottle approximately 293,464 cases of wine in 2025, and that sufficient stock is on hand to meet current demand levels until the 2025 vintage becomes available.
Additionally, the Company has made a significant investment in developing alternative wine brands, products, direct sales methods, and locations. 22 Periodically, the Company will sell grapes or bulk wine, which primarily consist of inventory that does not meet Company standards or is in excess of production targets. However, this activity is not a significant part of the Company’s activities.
Periodically, the Company will sell grapes or bulk wine, which primarily consist of inventory that does not meet Company standards or is in excess of production targets. However, this activity is not a significant part of the Company’s activities.
Grapes are typically harvested and received in September and October of the vintage year. Upon receipt, the grapes are weighed, and a quality analysis is performed to ensure the grapes meet the standards set forth in the purchase contract.
The Company considers short-term contracts to be for single vintage years and long-term contracts to cover multiple vintage years. 23 Grapes are typically harvested and received in September and October of the vintage year. Upon receipt, the grapes are weighed, and a quality analysis is performed to ensure the grapes meet the standards set forth in the purchase contract.
Total cash used in operating activities for the year ended December 31, 2024 was $3,237,743, which resulted primarily from a net loss in 2024 as well as increased inventory and lower grapes payable. This was partially offset by depreciation, and an increase in accrued expenses.
Total cash used in operating activities for the year ended December 31, 2025 was $1,790,239, which resulted primarily from a net loss in 2025 as well as increased accounts receivable and lower grapes payable. This was partially offset by depreciation.
The Company’s payment arrangements with wholesalers provide primarily 30-day terms and, to a limited extent, 45-day, 60-day, or longer terms for some international wholesalers. Direct sales through the Company’s tasting rooms are recognized at the point of sales.
Revenue – The Company’s principal sources of revenue are derived from direct sales and sales through distributors of wine. Distributor sales are recognized from wine sales at the time of shipment and passage of title. The Company’s payment arrangements with wholesalers provide primarily 30-day terms and, to a limited extent, 45-day, 60-day, or longer terms for some international wholesalers.
The Company received $681,705 and $1,941,572 worth of grapes from short-term contracts during the years ended December 31, 2024 and 2023, respectively. Total grapes payable was $1,519,087 and $2,446,233 as of December 31, 2024 and 2023, respectively. Total grapes payable includes $1,023,171 and $1,357,649 of grapes payable from long-term contracts as of December 31, 2024 and 2023, respectively.
The Company received $251,778 and $681,705 worth of grapes from short-term contracts during the years ended December 31, 2025 and 2024, respectively. Total grapes payable was $654,832 and $1,519,087 as of December 31, 2025 and 2024, respectively. Total grapes payable includes $538,461 and $1,023,171 of grapes payable from long-term contracts as of December 31, 2025 and 2024, respectively.
This change was primarily the result of a reduction in the volume of product sold and lower unit costs when compared to the prior year. Gross profit was $24,195,456 and $22,557,128 for the years ended December 31, 2024 and 2023, respectively, an increase of $1,638,328 or 7.3%, for the year ended December 31, 2024 over the prior year period.
This change was primarily the result of a reduction in the volume of product sold when compared to the prior year. Gross profit was $22,492,520 and $24,195,456 for the years ended December 31, 2025 and 2024, respectively, a decrease of $1,702,936 or 7.0%, for the year ended December 31, 2025 over the prior year period.
This decrease was due primarily to the timing of removals in 2024. Cost of Sales was $15,586,986 and $16,578,986 for the years ended December 31, 2024 and 2023, respectively, a decrease of $992,000, or 6.0%, for the year ended December 31, 2024, over the prior year period.
This decrease was due primarily to the timing of removals in 2025. Cost of Sales was $14,704,602 and $15,586,986 for the years ended December 31, 2025 and 2024, respectively, a decrease of $882,384, or 5.7%, for the year ended December 31, 2025, over the prior year period.
The increase in interest expense was mainly due to the increase in average loan balances in 2024 compared to the previous year. Other income, net, was $99,629 and $114,827 for the years ended December 31, 2024 and 2023, respectively, a decrease of $15,198, or 13.2%, for the year ended December 31, 2024 over the prior year period.
The increase in interest expense was mainly due to the increase in average loan balances in 2025 compared to the previous year. 21 Other income, net, was $1,394,628 and $99,629 for the years ended December 31, 2025 and 2024, respectively, an increase of $1,294,999, for the year ended December 31, 2025 over the prior year period.
The Company’s direct-to-consumer sales and national sales to distributors offer comparable products to customers and utilize similar processes and share resources for production, selling and distribution.
The Company’s direct-to-consumer sales and national sales to distributors offer comparable products to customers and utilize similar processes and share resources for production, selling and distribution. Direct-to-consumer sales generate a higher gross profit margin than national sales to distributors due to differentiated pricing between these segments.
Liquidity and Capital Resources At December 31, 2024, the Company had a working capital balance of $23.9 million and a current ratio of 2.84:1. The Company had cash balances of $320,883, at December 31, 2024.
Liquidity and Capital Resources At December 31, 2025, the Company had a working capital balance of $24.6 million and a current ratio of 2.70:1. The Company had cash balances of $410,886, at December 31, 2025.
Direct sales included $0 and $69,924 of bulk wine and grape sales in the years ended December 31, 2024 and 2023, respectively, and represented approximately 53.4% and 52.4% of the Company’s total revenue for 2024 and 2023, respectively, while the Company’s remaining revenues came from sales through distributors. 23 The following table sets forth certain information regarding the Company’s revenue, excluding excise taxes, from the Winery’s operations for the twelve months ended December 31, 2024 and 2023: Year ended December 31, 2024 2023 Retail sales $ 21,465,475 $ 20,680,024 In-state sales 6,470,363 5,686,517 Out-of-state sales 12,251,996 13,131,363 Bulk wine/miscellaneous sales - 69,924 Total revenue 40,187,834 39,567,828 Less excise taxes (405,392 ) (431,714 ) Sales, net $ 39,782,442 $ 39,136,114 Retail sales revenues for the years ended December 31, 2024 and 2023 were $21,465,475 and $20,680,024 respectively, an increase of $785,451, or 3.8%, for the year ended December 31, 2024 over the prior year period.
Direct sales included $0 of bulk wine and grape sales in the years ended December 31, 2025 and 2024, and represented approximately 54.4% and 53.4% of the Company’s total revenue for 2025 and 2024, respectively, while the Company’s remaining revenues came from sales through distributors. 20 The following table sets forth certain information regarding the Company’s revenue, excluding excise taxes, from the Winery’s operations for the twelve months ended December 31, 2025 and 2024: Year ended December 31, 2025 2024 Retail sales $ 20,458,007 $ 21,465,475 In-state sales 6,158,602 6,470,363 Out-of-state sales 11,008,004 12,251,996 Bulk wine/miscellaneous sales - - Total revenue 37,624,613 40,187,834 Less excise taxes (427,491 ) (405,392 ) Sales, net $ 37,197,122 $ 39,782,442 Retail sales revenues for the years ended December 31, 2025 and 2024 were $20,458,007 and $21,465,475 respectively, a decrease of $1,007,468, or 4.7%, for the year ended December 31, 2025 over the prior year period.
In July 2021, the Company renewed the Credit Agreement until July 31, 2023. In November 2022, the Company increased the borrowing line up to $5,000,000. In July 2023 the line of credit was renewed for an additional two years.
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.
This decrease was primarily as a result of lower labor selling costs in 2024. Income(loss) from operations was $571,858 and $(1,207,202) for the years ended December 31, 2024 and 2023, respectively, an increase of $1,779,060, or 147.4%, for the year ended December 31, 2024 compared to the prior year period.
This increase was primarily as a result of higher selling costs in 2025. Income(loss) from operations was $(1,436,172) and $571,878 for the years ended December 31, 2025 and 2024, respectively, a decrease of $2,008,030, for the year ended December 31, 2025 compared to the prior year period.
On an on-going basis, management evaluates its estimates and judgments, including those related to product returns, bad debts, inventories, leases, investments, income taxes, financing operations, and contingencies and litigation.
As such, management is required to make certain estimates, judgments and assumptions that are believed to be reasonable based upon the information available. On an on-going basis, management evaluates its estimates and judgments, including those related to product returns, bad debts, inventories, leases, investments, income taxes, financing operations, and contingencies and litigation.
Total cash provided from financing activities for the year ended December 31, 2024 was $5,409,849, which primarily consisted of proceeds from long term debt, being partially offset by the payment of a preferred stock dividend and payments on long term debt.
Total cash used in investing activities for the year ended December 31, 2025 was $502,887, which primarily consisted of cash used on purchase of production equipment and vineyard development costs. 24 Total cash provided from financing activities for the year ended December 31, 2025 was $2,383,129, which primarily consisted of proceeds from long term debt and investor deposits, being partially offset by the payment of a preferred stock dividend and payments on long term debt.
This increase was primarily the result of a higher gross profit and lower labor operating expenses in 2024. Interest expense, net was $1,016,180 and $594,079 for the years ended December 31, 2024 and 2023, respectively, an increase of $422,101, or 71.1%, for the year ended December 31, 2024 over the prior year period.
This decrease was primarily the result of lower sales and higher selling expenses in 2025. Interest expense, net was $1,167,722 and $1,016,180 for the years ended December 31, 2025 and 2024, respectively, an increase of $151,542, or 14.9%, for the year ended December 31, 2025 over the prior year period.
The Company sold approximately 186,419 and 191,619 cases of produced wine during the years ended December 31, 2024 and 2023, respectively, a decrease of 5,200 cases, or 2.7% in the current year over the prior year. The decrease in case sales was the result of lower sales to wholesalers in 2024 when compared to 2023.
The Company sold approximately 173,014 and 186,419 cases of produced wine during the years ended December 31, 2025 and 2024, respectively, a decrease of 13,405 cases, or 7.2% in the current year over the prior year.
The Company had an outstanding line of credit balance of $2,405,815 at December 31, 2024, and $2,684,982 at December 31, 2023. The Company had a bank overdraft of $473,016 at December 31, 2024, and $393,416 at December 31, 2023.
The Company had cash balances of $410,886 at December 31, 2025, and $320,883 at December 31, 2024. The Company had an outstanding line of credit balance of $3,140,140 at December 31, 2025, and $2,405,815 at December 31, 2024. The Company had no bank overdraft at December 31, 2025, and a bank overdraft of $473,016 at December 31, 2024.
The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. As facts and circumstances change, management reassesses these probabilities and would record any changes in the financial statements as appropriate.
The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.
Loss per common share after preferred dividends was $0.48 and $0.65 for the years ended December 31, 2024 and 2023, respectively, a decrease of $0.17, or 26.0%, for the year ended December 31, 2024 over the prior year period.
Loss per common share after preferred dividends was $0.64 and $0.48 for the years ended December 31, 2025 and 2024, respectively, an increase of $0.16, or 33.3%, for the year ended December 31, 2025 over the prior year period. The reason for this increase was a higher net loss in 2025 compared to 2024.
For a discussion of these forward-looking statements, and of important factors that could cause results to differ materially from the forward-looking statements contained in this report, see “Cautionary Note on Forward-Looking Statements.” While our significant accounting policies are described in more detail in Note 1 to our financial statements, we believe the following accounting policies are those most critical to the judgements and estimates used in the preparation of our financial statements.
Actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are described in more detail in Note 1 to our financial statements, we believe the following accounting policies are those most critical to the judgements and estimates used in the preparation of our financial statements.
The Company had net sales revenues of $39,782,442 and $39,136,114 for the years December 31, 2024 and 2023, respectively, an increase of $646,328, or 1.7%, for the year ended December 31, 2024 over the prior year period primarily as a result of an increase in revenue from direct sales, net of excise taxes, of $736,057, or 3.6% in 2024 compared to 2023, being partially offset by a decrease in revenue from sales to distributors of $89,729 or 0.5% in 2024 compared to 2023.
The Company had net sales revenues of $37,197,122 and $39,782,442 for the years December 31, 2025 and 2024, respectively, a decrease of $2,585,320, or 6.5%, for the year ended December 31, 2025 over the prior year period primarily as a result of a decrease in revenue from direct sales, net of excise taxes, of $1,013,762, or 4.8% in 2025 compared to 2024, and a decrease in revenue from sales to distributors of $1,571,558 or 8.5% in 2025 compared to 2024.
Net loss applicable to common shareholders was $2,370,835 and $3,245,690, for the years ended December 31, 2024 and 2023, respectively, a decrease of $874,855, or 27.0%, for the year ended December 31, 2024 over the prior year period. This decrease was primarily driven by a lower net loss, being partially offset by higher preferred stock dividends.
Net loss applicable to common shareholders was $3,170,626 and $2,370,835, for the years ended December 31, 2025 and 2024, respectively, an increase of $799,791, or 33.7%, for the year ended December 31, 2025 over the prior year period. This increase was driven by a higher net loss.
This increase in the gross profit percentage was primarily the result of higher direct sales prices and more sales coming from direct to consumer sales in 2024. 24 Selling, general and administrative expenses were $23,623,598 and $23,764,330 for the years ended December 31, 2024 and 2023, respectively, a decrease of $140,732, or 0.6%, for the year ended December 31, 2024 over the prior year period.
The decrease in the gross profit percentage was primarily the result of higher discounts in 2025. Selling, general and administrative expenses were $23,928,692 and $23,623,598 for the years ended December 31, 2025 and 2024, respectively, an increase of $305,094, or 1.3%, for the year ended December 31, 2025 over the prior year period.
When considering joint ownership, we believe these new shareholders represent approximately 22,072 potential customers of the Company. The Company also has approximately 3,249 shareholders of Common Stock which we believe represent an estimated 4,873 potential customers when considering joint ownership.
When considering joint ownership, we believe these new shareholders represent approximately 22,216 potential customers of the Company. The Company also has approximately 3,280 shareholders of Common Stock which we believe represent an estimated 4,920 potential customers when considering joint ownership. Additionally, the Company has made a significant investment in developing alternative wine brands, products, direct sales methods, and locations.
The debt with AgWest was used to finance the Estate Hospitality Center and subsequent remodels, invest in winery equipment to increase the Company’s winemaking capacity, acquire new vineyard land for future development and finance new tasting room locations. 28 As of December 31, 2024, the Company had an installment note payable of $995,968, due in quarterly payments of $42,534 through February 2032, associated with the purchase of property in the Dundee Hills AVA.
As of December 31, 2024, the Company had a total long-term debt balance of $14,042,910, exclusive of debt issuance costs of $178,908. The debt with AgWest was used to finance the Estate Hospitality Center and subsequent remodels, invest in winery equipment to increase the Company’s winemaking capacity, acquire new vineyard land for future development and finance new tasting room locations.
In-state sales revenues for the years ended December 31, 2024 and 2023 were $6,470,363 and $5,686,517, respectively, an increase of $783,846, or 13.8%, for the year ended December 31, 2024 over the prior year period. Out-of-state sales revenues for the years ended December 31, 2024 and 2023 were $12,251,996 and $13,131,363, respectively, a decrease of $879,367, or 6.7%.
In-state sales revenues for the years ended December 31, 2025 and 2024 were $6,158,602 and $6,470,363, respectively, a decrease of $311,761, or 4.8%, for the year ended December 31, 2025 over the prior year period. Out-of-state sales revenues for the years ended December 31, 2025 and 2024 were $11,008,004 and $12,251,996, respectively, a decrease of $1,243,992, or 10.2%.
The gross margin percentage was 60.8% and 57.6% for the years ended December 31, 2024 and 2023, respectively, an increase of 3.2 percentage points, for the year ended December 31, 2024 over the prior year period.
This decrease was primarily the result of lower sales revenues in 2025 compared to the prior year. The gross margin percentage was 60.5% and 60.8% for the years ended December 31, 2025 and 2024, respectively, a decrease of 0.3 percentage points, for the year ended December 31, 2025 over the prior year period.
At December 31, 2024, wine inventory included 204,438 cases of bottled wine and 736,396 gallons of bulk wine in various stages of the aging process. Cased wine is expected to be sold over the next 12 to 24 months (and generally before the release date of the next vintage).
Cased 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 158,707 cases during the year ended December 31, 2025.
Cost of sales includes grape costs, whether purchased or grown at Company vineyards, crush costs, winemaking and processing costs, bottling, packaging, warehousing, and shipping and handling costs associated with purchased production materials. For grapes grown at Company vineyards, costs include farming expenditures and amortization of vineyard development costs.
The decrease in case sales was primarily the result of both lower direct sales and lower sales to wholesalers in 2025 when compared to 2024. Cost of sales includes grape costs, whether purchased or grown at Company vineyards, crush costs, winemaking and processing costs, bottling, packaging, warehousing, and shipping and handling costs associated with purchased production materials.
The primary reason for this decrease was a higher gross profit from additional sales revenue at higher margins in the current year being partially offset by higher interest expense in 2024 compared to the previous year.
The primary reason for this increase was a lower gross profit from reduced sales revenue in the current year, being partially offset by higher other income in 2025 compared to the previous year as the result of a legal settlement received by the Company attributable to historical wildfires.
In 2024 and 2023, 11% and 18% of grapes harvested were purchased under short-term contracts, and 29% and 40% of grapes harvested were purchased under long-term contracts, respectively. The Company considers short-term contracts to be for single vintage years and long-term contracts to cover multiple vintage years.
In 2025 and 2024, 9% and 11% of grapes harvested were purchased under short-term contracts, and 17% and 29% of grapes harvested were purchased under long-term contracts, respectively.
The Winery bottled 253,974 cases during the year ended December 31, 2024. Results of Operations 2024 compared to 2023 Net loss was $117,894 and $1,198,593, for the years ended December 31, 2024 and 2023, respectively, a decrease of $1,080,699, or 90.2%, for the year ended December 31, 2024 over the prior year period.
Results of Operations 2025 compared to 2024 Net loss was $917,685 and $117,894, for the years ended December 31, 2025 and 2024, respectively, an increase in net loss of $799,791, for the year ended December 31, 2025 over the prior year period.
Critical Accounting Policies and Estimates Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses Willamette Valley Vineyards’ financial statements, which have been prepared in accordance with generally accepted accounting principles. As such, management is required to make certain estimates, judgments and assumptions that are believed to be reasonable based upon the information available.
For a discussion of these forward-looking statements, and of important factors that could cause results to differ materially from the forward-looking statements contained in this report, see “Cautionary Note on Forward-Looking Statements.” 18 Critical Accounting Policies and Estimates Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses Willamette Valley Vineyards’ financial statements, which have been prepared in accordance with generally accepted accounting principles.
Provision for income tax benefit was $226,799 and $487,861 for the years ended December 31, 2024 and 2023, respectively, a decrease of $261,062, or 53.5%, for the year ended December 31, 2024 over the prior year period.
The increase in other income was primarily due to the settlement of a legal dispute in 2025 related to historical wildfires. Provision for income tax benefit was $291,581 and $226,799 for the years ended December 31, 2025 and 2024, respectively, an increase of $64,782, or 28.6%, for the year ended December 31, 2025 over the prior year period.
The increase in retail sales revenues in 2024 compared to 2023 was mostly a result of increased revenues from a new retail location being open for longer during 2024.
The decrease in retail sales revenues in 2025 compared to 2024 was mostly a result of decreased revenues from internet, tasting room and telephone sales in 2025.
As of December 31, 2024, the Company had a total long-term debt balance of $14,042,910 owed to AgWest, including the portion due in the next year, exclusive of debt issuance costs of $178,908. As of December 31, 2023, the Company had a total long-term debt balance of $7,590,659, exclusive of debt issuance costs of $105,989.
The Company has received a waiver from Columbia Bank waiving this violation until the next measurement date of December 31, 2026. As of December 31, 2025, the Company had a total long-term debt balance of $15,184,395 owed to AgWest Farm Credit, including the portion due in the next year, exclusive of debt issuance costs of $158,837.
This increase was primarily the result of higher prices being charged for products and a higher percentage of total sales coming from direct sales in 2024 compared to the prior year.
This increase in income tax benefit in 2025 compared to 2024 was primarily the result of lower income from operations in 2025 compared to 2024, being partially offset by higher other income in 2025.
The Company’s Willamette Valley Vineyards 2021 Elton Pinot Noir received a 93 score, the 2022 Reisling scored 92 points, 2022 Estate Pinot Noir scored 91 points, 2022 Dijon Clone Chardonnay scored 90 points, 2022 Riesling scored 92 points and the 2022 Whole Cluster Pinot Noir scored 90 points from the International Wine Report.
International Wine Report scored the 2021 Domaine Willamette Blanc de Blancs and Brut Rosé 92 points. National Sales’ 2024 Pinot Gris received 91 points and the 2023 Whole Cluster Rosé of Pinot Noir 90 points.
Wine Enthusiast Magazine awarded the Company’s Willamette Valley Vineyards 2021 Bernau Block Pinot Noir 93 points, and the 2022 Dijon Clone Chardonnay was also awarded 91 points. Sunset International Wine Competition awarded Gold and 93 points to 2022 Estate Chardonnay, 2022 White Pinot Noir was also awarded Gold/Best of Class and 90 points.
Wine Enthusiast Magazine rated the 2022 Père Ami Red Blend 93 points, 2022 Métis Red Blend 94 points, Willamette Valley Vineyards 2023 Founders’ Reserve Pinot Noir and 2023 Dijon Clone Chardonnay 92 points, and the 2022 Bernau Estate Pinot Noir 93 points. James Suckling rated the 2023 Founders’ Reserve Pinot Noir and Chardonnay 93 points.
Removed
Actual results may differ from these estimates under different assumptions or conditions. Revenue – The Company’s principal sources of revenue are derived from direct sales and sales through distributors of wine. Distributor sales are recognized from wine sales at the time of shipment and passage of title.
Added
As facts and circumstances change, management reassesses these probabilities and would record any changes in the financial statements as appropriate. 19 Overview The Company generates revenue from the sales of wine to wholesalers and direct to consumers.
Removed
This decrease in income tax benefit in 2024 compared to 2023 was primarily the result of a higher income from operations in 2024 compared to 2023 along with the impact of a change in the tax rate related to amended returns to claim the credit for employer social security and medicare taxes paid on certain employee tips.
Added
For grapes grown at Company vineyards, costs include farming expenditures and amortization of vineyard development costs. At December 31, 2025, wine inventory included 188,527 cases of bottled wine and 697,725 gallons of bulk wine in various stages of the aging process.
Removed
The primary reason for this decrease was a lower net loss partially offset by higher preferred stock dividends in 2024 compared to 2023. The Company had cash balances of $320,883 at December 31, 2024, and $238,482 at December 31, 2023.
Added
National Sales’ 2023 White Pinot Noir received 91 points and the 2023 Whole Cluster Pinot Noir 92 points. Owen Bargreen rated the 2023 Bernau Block Pinot Noir 93 points, 2023 Whole Cluster Pinot Noir 92 points, and National Sales’ 2023 White Pinot Noir received 91 points.
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Direct-to-consumer sales generate a higher gross profit margin than national sales to distributors due to differentiated pricing between these segments. 26 Wine Inventory The Company had 204,438 cases of bottled wine on-hand at the end of 2024.
Added
USA Wine Ratings Competition awarded the Company’s 2023 Estate Pinot Noir 94 points, 2023 Whole Cluster Pinot Noir 93 points, National Sales’ 2023 Pinot Gris and 2023 White Pinot Noir 92 points, the 2023 Dijon Clone Pinot Noir rated 92 points.
Removed
The International Wine Report also scored the 2019 Pambrun Chrysologue at 93 points, 2021 Domaine Willamette Brut scored 92 points, 2022 Maison Bleue Voltigeur Viognier 92 points and 2021 Maison Bleue Frontière Syrah 91 points. 27 The Company’s 2021 Bernau Block Pinot Noir received a score of 95 from Beverage Dynamics.
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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.
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James Suckling rated the Company’s 2021 Elton Pinot Noir 92 points and the 2021 Signature Cuvée Pinot Noir 91 points. He also rated the Company’s 2021 Estate Pinot Noir 91 points, Dijon Clone Chardonnay 91 points, 2021 Elton Chardonnay 91 points and the 2022 Pinot Gris 90 points.
Added
As of December 31, 2025, the Company had an installment note payable of $884,221, due in quarterly payments of $42,534 through February 2032, associated with the purchase of property in the Dundee Hills AVA.
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Owen Bargreen rated the Company’s 2020 Domaine Willamette Méthode Traditionnelle Brut Rosé, 2022 Tualatin Estate Chardonnay, 2021 Mètis Red Blend and 2022 Dry Riesling all 92 points. Bargreen also scored the 2022 Dry Gewürztraminer at 91 points and the 2023 Pinot Blanc and 2022 Tualatin Estate White Pinot Noir 92 points.
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Total cash used in investing activities for the year ended December 31, 2024 was $2,089,705, which primarily consisted of cash used on land purchase, property development and vineyard development costs.

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