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 UNITED
 STATES

 SECURITIES
 AND EXCHANGE COMMISSION

 Washington,
 D.C. 20549

 FORM 10-K

 (Mark
 One)

 x

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
 the fiscal year ended December 31, 2024

 or

 o

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
 the transition period from _________________ to _______________________

 Commission
 file number: 000-21522

 WILLAMETTE VALLEY VINEYARDS, INC.

 (Exact
 name of registrant as specified in its charter)

 Oregon

 93-0981021

 (State
 or other jurisdiction of

 incorporation or organization)

 (I.R.S.
 Employer

 Identification No.)

 8800 Enchanted Way, S.E.
 Turner, OR 97392

 (Address
 of principal executive offices)

 Registrant's
telephone number, including area code: (503) 588-9463

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common Stock

 WVVI

 NASDAQ Capital Market

 Series A Redeemable Preferred Stock

 WVVIP

 NASDAQ Capital Market

 Securities
 registered pursuant to Section 12(g) of the Act:

 None

 (Title of class)

 by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes o No
 x

 by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act:
 Yes o No
 x

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days: Yes x No
o

by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files): Yes x No o

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company"
in Rule 12b-2 of the Exchange Act:

 Large accelerated filer o Accelerated filer o Non-accelerated filer x Smaller reporting company x

 o Emerging growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. o

 If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements. o

 Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during
the relevant recovery period pursuant to §240.10D-1(b).
o

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes o No x

 The
aggregate market value of common stock held by non-affiliates of the registrant as of June 28, 2024 was approximately $ 17,913,282.

 The
number of outstanding shares of the registrant's common stock as of March 25, 2025 was 4,964,529.

 DOCUMENTS
 INCORPORATED BY REFERENCE

 None

 FORM 10-K

 TABLE
OF CONTENTS

 PAGE

 Item 1

 Business

 Item 1A

 Risk Factors

 Item 1B

 Unresolved Staff Comments

 Item 2

 Properties

 Item 3

 Legal Proceedings

 Item 4

 Mine Safety Disclosures

 Item 5

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6

 Selected Financial Data

 Item 7

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A

 Quantitative and Qualitative Disclosures about Market Risk

 Item 8

 Financial Statements and Supplementary Data

 Item 9

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A

 Controls and Procedures

 Item 9B

 Other Information

 Item 9C

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10

 Directors, Executive Officers and Corporate Governance

 Item 11

 Executive Compensation

 Item 12

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13

 Certain Relationships and Related Transactions, and Director Independence

 Item 14

 Principal Accounting Fees and Services

 Item 15

 Exhibits, Financial Statement Schedules

FORM 10-K

 As
used in this Annual Report on Form 10-K, "we," "us," "our" "WVVI" and "the Company"
refer to Willamette Valley Vineyards, Inc.

 Cautionary
Note on Forward Looking Statements

 This
Annual Report on Form 10-K, including any information incorporated by reference, contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, referred to as the "Securities Act", and Section 21E of the Securities
Exchange Act of 1934, as amended, referred to as the "Exchange Act". These forward-looking statements involve risks and uncertainties
that are based on current expectations, estimates and projections about the Company's business, and beliefs and assumptions made
by management. Words such as "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "estimates", "predicts," "potential," "should," or "will"
or the negative thereof and variations of such words and similar expressions are intended to identify such forward-looking statements.
Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements
due to numerous factors, including, but not limited to: availability of financing for growth, availability of adequate supply of high
quality grapes, successful performance of internal operations, impact of competition, changes in wine broker or distributor relations
or performance, impact of possible adverse weather conditions, impact of reduction in grape quality or supply due to disease or smoke
from forest fires and changes in consumer spending. In addition, such statements could be affected by general industry and market conditions
and growth rates, and general domestic economic conditions.

 Many
of these risks as well as other risks that may have a material adverse impact on our operations and business, are identified in Item
1A "Risk Factors" in this Annual Report on Form 10-K. We urge you to carefully review the disclosures we make concerning
risks and other factors that may affect our business and operations. The forward-looking statements in this report are made as of the
date hereof, and, except as otherwise required by law, the Company disclaims any intention or obligation to update or revise any forward-looking
statements or to update the reasons why the actual results could differ materially from those projected in the forward-looking statements,
whether as a result of new information, future events or otherwise.

 PART
I

 ITEM
1. BUSINESS

 Business

 Introduction
– The Company was incorporated in May 1988 to produce and sell premium, super premium and ultra-premium varietals. The Company
was originally established as a sole proprietorship by Oregon winegrower Jim Bernau in 1983. The Company is headquartered in Turner,
Oregon, which is just south of the state capitol of Salem, Oregon. The Company's wines are made from grapes grown in vineyards
owned, leased or contracted by the Company, and from grapes purchased from other vineyards. The grapes are harvested, fermented and made
into wine primarily at the Company's winery in Turner, Oregon (the "Estate Winery" or "Winery") and the
wines are sold principally under the Company's Willamette Valley Vineyards label, but also under the Domaine Willamette, Griffin
Creek, Tualatin Estate, Pambrun, Maison Bleue, Natoma, Metis, Pere Ami and Elton labels. The Company also owns the Tualatin Estate Vineyards
and Winery, located near Forest Grove, Oregon (the "Tualatin Winery").

 Segments
 – The Company has identified two operating segments: direct sales and distributor sales, based upon their different distribution
channels, margins and selling strategies. Direct sales include retail sales in our tasting rooms, wine club sales, online sales, on-site
events, kitchen and catering sales and other sales made directly to the consumer without the use of an intermediary. Distributor sales
include all sales through a third party where prices are given at a wholesale rate.

 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).
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. 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.

 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.
This brand's mission is to be the highest quality producer of Bordeaux and Rhone varietals in Southern Oregon.

 Under
its Elton label, the Company produces and sells the following types of wine in 750 ml bottles: Pinot Noir, $80 per bottle; and Chardonnay,
$80 per bottle.

 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 Maison Bleue label, the Company produces and sells the following types of wine in 750 ml bottles: Frontiere Syrah, $80 per bottle;
Gravi re 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.

 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. 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, M tis, Willamette Wineworks, Tualatin Estate, Tualatin,
Natoma, C te du Bleue and P re Ami.

 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. 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. 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.
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.

 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.

 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. According to the State of the Wine Industry Report 2023 by Rob McMillan, younger wine consumers
are not limited by cost; instead, they seek something enticing to draw them in to learn more about wine, including but not limited to
health, sustainability, social values, and transparent labeling,

 The
Company's Board of Directors and management believe the winery's focus on integrity in winemaking, small scale, storied estate
vineyards, environmental stewardship, support for community needs and participatory wine experiences are reflective of the values of
a number of prospective, developing wine enthusiasts.

 The
Oregon wine industry – Oregon is a relatively new wine-producing region in comparison to California and France. In 1966, there
were only two commercial wineries licensed in Oregon. 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. 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. 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. 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. Greater worldwide label recognition and larger
production levels give Oregon's competitors certain financial, marketing, distribution, and unit cost advantages.

 Furthermore,
Oregon's Willamette Valley has an unpredictable rainfall pattern in early autumn. 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.

 Finally,
phylloxera, an aphid-like insect that feeds on the roots of grapevines, has been found in several commercial vineyards in Oregon. Contrary
to the California experience, most Oregon phylloxera infestations have expanded very slowly. Nevertheless, phylloxera does constitute
a significant risk to Oregon vineyards. Prior to the discovery of phylloxera in Oregon, all vine plantings in the Company's Estate
Vineyard, in Turner, Oregon, were with non-resistant rootstock. In 1997, the Company purchased Tualatin Vineyards at the Tualatin Winery,
which has phylloxera at its site. All current plantings are with, and all future planting will be with, phylloxera-resistant rootstock
at that location. The Company believes it has taken commercially reasonable precautions in an effort to prevent the spread of phylloxera
to other vineyards.

 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 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.

 The
Company's Board of Directors and management believe the Winery's focus on integrity in winemaking, small scale, storied estate
vineyards, environmental stewardship, support for community needs and participatory wine experiences are reflective of the values of
a number of prospective, developing wine enthusiasts.

 Company
Strategy

 The
Company, one of the largest wine producers in Oregon by volume, believes its success is dependent upon its ability to: (1) grow and purchase
high quality vinifera wine grapes; (2) vinify the grapes into premium, super premium and ultra-premium wine; (3) achieve significant
brand recognition for its wines, first in Oregon and then nationally and internationally; (4) effectively distribute and sell its products
nationally; and (5) continue to build on its base of direct to consumer sales. The Company's goal is to continue to build on a
reputation for producing some of Oregon's finest, most sought-after wines.

 Based
upon several highly regarded surveys of the U.S. wine industry, the Company believes that successful wineries exhibit the following four
key attributes: (i) focus on production of high-quality premium, super premium and ultra-premium varietal wines; (ii) achieve brand positioning
that supports high bottle prices for its high quality wines; (iii) build brand recognition; and (iv) develop strong marketing advantages
(such as a highly visible winery locations, successful support of distribution, and life-long customer service programs).

 To
successfully execute this strategy, the Company has assembled a team of accomplished winemaking professionals and has constructed and
equipped the Estate Winery into a 12,784 square foot winery that includes a 12,500 square foot outdoor production area for the harvesting,
pressing and fermentation of wine grapes.

 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.

 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. 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 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. 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. In 2020, the Company opened a microwinery
featuring wine tasting and a custom blending experience under the name Willamette Wineworks, in historic Folsom, California, and began
selling wine under the brand name Natoma. 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.

 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
following table summarizes the Company's acreage:

 ACRES

 TONS

 Vineyard Name

 Total

 Producing

 Pre-Production

 Plantable

 Non-Plantable

 2024

 2023

 Owned Vineyards

 WVV Estate

 -

 -

 Tualatin Estate Vineyard

 -

 -

 Ingram Vineyard

 -

 -

 Pambrun Vineyard

 -

 Loeza Vineyard

 Louisa Vineyard

 -

 -

 -

 -

 Maison Bleue Vineyard

 -

 Bernau Estate

 -

 -

 Dayton Vineyard

 -

 -

 -

 Lafayette Vineyard

 -

 -

 -

 -

 -

 Jory Claim Vineyard

 -

 -

 -

 Sub-Total

 Leased Vineyards

 Peter Michael Vineyard

 -

 -

 Meadowview Vineyard

 -

 -

 -

 Elton Vineyard

 -

 Ingram Vineyard

 -

 -

 Bernau Estate

 -

 -

 Sub-Total

 -

 1,140

 Contracted Vineyards*

 Various

 -

 -

 -

 1,353

 2,421

 Total

 1,356

 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 Estate Vineyard uses an elaborate trellis design known as the Geneva Double Curtain.
The Company has incurred the additional expense of constructing this trellis because it doubles the number of canes upon which grape
clusters grow and spreads these canes for additional solar exposure and air circulation. Research and practical applications of this
trellis design indicate that it should improve grape quality through smaller clusters and berries over traditional designs.

 Tualatin
Estate Vineyard – Established in 1973 at the Tualatin Winery location near Forest Grove, Oregon, the Company's Tualatin
Estate Vineyards is one of the oldest vineyards in Oregon. It was purchased by the Company in 1997. A series of sale-leaseback transactions
split the property into two additional vineyards, and the Company continues to lease and manage the Peter Michael Vineyard and Meadowview
Vineyard, located adjacent to the Tualatin Vineyard.

 Ingram
Estate and Elton Vineyard – In 2008, the Company purchased 86 acres near Hopewell, Oregon, for vineyard plantings. 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.

 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. 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. The site is close to Tualatin Vineyards which allows the Company to leverage existing
crews for vineyard development and operations.

 Louisa
Vineyard – The Company purchased 53 acres in the Ribbon Ridge sub-AVA in 2016 for vineyard plantings and believes the site
is suitable for growing ultra-premium Pinot Noir.

 Maison
Bleue Vineyard – The Company purchased approximately 37 acres in the new Rocks District of Milton-Freewater appellation near
Milton-Freewater, Oregon in 2016. Grapes from this vineyard go to the Maison Bleue label.

 Bernau
Estate – The Company purchased approximately 17 acres in Dundee, Oregon in January 2017 comprised of 13 acres of producing
Pinot Noir. Additionally, the Company added three acres through a lot line adjustment to add to the parcel. The Company leases 17 adjoining
acres.

 Dayton
Vineyard – The Company purchased 40 acres in Dayton, Oregon in December 2016. The Company intends to plant vineyards at this
location.

 Lafayette
Vineyard – The Company purchased 36 acres in Lafayette, Oregon in January 2018. The Company intends to plant vineyards at this
location.

 Jory
Claim Vineyard – The Company purchased 69 acres south of Salem, Oregon in 2019. The Company intends to plant vineyards at this
location.

 Grape
Vines

 Beginning
in 1997, the Company embarked on a major effort to improve the quality of its flagship varietal by planting Pinot Noir clones that originated
directly from the cool climate growing region of Burgundy rather than the previous source of Napa, California, where winemakers believe
the variety adapted to the warmer climate over the many years it was grown there.

 These
new French clones are called "Dijon clones" after the University of Dijon in Burgundy, which assisted in their selection
and shipment to a U.S. government authorized quarantine site, and then two years later to Oregon winegrowers. The most desirable of these
new Pinot Noir clones are numbered 113, 114, 115, 667, 777 and 943. In addition to certain flavor advantages, these clones ripen up to
two weeks earlier, allowing growers to pick before heavy autumn rains. Heavy rains can dilute concentrated fruit flavors and promote
bunch rot and spoilage. These Pinot Noir clones were planted at the Tualatin Vineyards with phylloxera-resistant rootstock and the 667
and 777 clones have been grafted onto seven acres of self-rooted, non-phylloxera-resistant vines at the Company's Estate Vineyard.

 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 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. The Company believes high quality grapes will be available for purchase
in sufficient quantity to meet the Company's requirements. Additionally, the Company will continue to evaluate opportunities to
plant more acres and purchase properties for future vineyards.

 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.

 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. The Company believes that the Estate Vineyard's growing conditions, including its soil, elevation,
slope, rainfall, evening marine breezes and solar orientation are among the most ideal conditions in the United States for growing certain
varieties of high-quality wine grapes. The Estate Vineyard's grape growing conditions compare favorably to those found in some
of the famous Viticultural regions of France. Western Oregon's latitude (42 o –46 o North) and relationship
to the eastern edge of a major ocean is very similar to certain centuries-old wine grape growing regions of France, such as Burgundy.

 In
the Willamette Valley, permanent vineyard irrigation is generally not required. The average annual rainfall provides sufficient moisture
to avoid the need to irrigate. However, if the need should arise, the Company's Estate property contains one water well which can
sustain sufficient volume to meet the needs of the Winery and to provide auxiliary water to the WVV Estate Vineyard for new plantings
and unusual drought conditions. 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.

 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.
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 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. In 2024, the Winery produced approximately
253,974 cases (603,835 gallons) of wine, primarily from its 2022 and 2023 harvest.

 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. 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.

 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 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. 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 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 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.

 The
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

 1,132

 -

 2005

 72,297

 2006

 1,454

 1,488

 -

 2006

 81,081

 2007

 1,746

 -

 2007

 115,466

 2008

 1,425

 57,736

 2008

 121,027

 2009

 1,033

 1,100

 2,133

 74,954

 2009

 132,072

 2010

 1,045

 4,276

 2010

 110,224

 2011

 1,327

 9,620

 2011

 81,357

 2012

 1,328

 7,910

 2012

 91,181

 2013

 1,020

 1,775

 6,257

 2013

 95,638

 2014

 1,211

 2,181

 2014

 108,958

 2015

 1,266

 1,012

 2,278

 -

 2015

 120,794

 2016

 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

 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

 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. 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. 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.

sales – The Estate Winery is located on a visible hill adjacent to Oregon's major north-south freeway (Interstate 5),
approximately 2 miles south of the state's second-largest metropolitan area (Salem), and 50 miles in either direction from the
state's first and third-largest metropolitan areas (Portland and Eugene). We believe the unique location along Interstate 5 has
resulted in a greater amount of wines sold at the Estate Winery as compared to the Oregon industry standard. Direct sales from the Winery
are a vital sales channel and an effective means of product promotion. The Estate Winery's Tasting Room is open daily and offers
wine tasting and education by trained personnel. The Company offers by-appointment private tours offering a behind-the-scenes look at
the production process of the wines. The Company has one of the largest wine club memberships in Oregon.

 In
September 2022, the Company opened a new sparkling winery, the Domaine Willamette Winery, located adjacent to Highway 99 in Dundee, Oregon,
approximately 30 miles southwest of Portland, the state's largest metropolitan area, and 25 miles northwest of Salem, the state's
second-largest metropolitan area. We believe the location of the Domaine Willamette Winery along Highway 99 in Dundee provides an ideal
location for direct wine sales and wine tourism. Domaine Willamette Winery's Tasting Room is open for wine tasting, restaurant
service and education by trained personnel. It features m thode traditionelle sparkling wines and a wine club. 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. The culinary offering has now expanded to include "Pairings Wine Dinners," which are community-style
wine dinners hosted regularly throughout the year. In December 2021, the Company debuted a Pinot Noir Clonal Blending experience giving
guests the ability to be a winemaker for a day by crafting their own custom blends from barrel.

 The
Winery has developed a Winery Ambassador program, which connects its "Ambassadors" with customers throughout the United States
and offers personalized wine recommendations and easy ordering by phone or email. The Company sells its wine through its own e-commerce
website.

 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. Numerous private events, charitable and political events
are also held at Company locations.

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. 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.

 Distributors
and wine brokers – The Company uses both independent distributors and wine brokers, primarily to market the Company's
wines in specific targeted areas. Only those distributors and wine brokers who have demonstrated knowledge of and a proven ability to
market premium, super premium, and ultra-premium wines are utilized. 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.

 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. 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.

 The
Company believes the locations of the Estate Winery next to Interstate 5, and the Domaine Willamette Winery next to Highway 99W, significantly
increase direct sales opportunities to consumers. The Company believes these locations provide high visibility for the Company to passing
motorists, enhancing recognition of the Company's products in retail outlets and restaurants. 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. In 2023, sales to one distributor represented approximately 14.4% of total Company revenue.

 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. 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.

 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. The Company has primarily received "Excellent" to "Recommended" reviews in tastings of its wines
and believes its prices are competitive with other Oregon wineries. Furthermore, the Company believes that its estimated aggregate production
capacity of 720,000 gallons (303,000 cases) per year at its Estate and Tualatin locations give it significant competitive advantages
over most Oregon wineries in areas such as marketing, distribution arrangements, grape purchasing, and access to financing. The current
production level of most Oregon wineries is generally much smaller than the estimated production capacity level of the Company's
Wineries. With respect to label recognition, the Company believes that its unique structure as a publicly owned company will give it
a significant advantage in gaining market share in Oregon, as well as penetrating other wine markets.

 Governmental
Regulation of the Wine Industry

 The
production and sale of wine is subject to extensive regulation by the U.S. Department of the Treasury, Alcohol and Tobacco Tax and Trade
Bureau (the "TTB") and the Oregon Liquor and Cannabis Commission (the "OLCC"). The Company is licensed by and
meets the bonding requirements of each of these governmental agencies. Sale of the Company's wine is subject to federal alcohol
tax, payable at the time wine is removed from the bonded area of a winery for shipment to customers or for sale in its tasting room.

 In
December 2017, the federal government passed comprehensive tax legislation which included the Craft Beverage Modernization and Tax Reform
Act. This legislation modified federal alcohol tax rates by expanding the lower $1.07 per gallon tax rate to wines up to 16.0% alcohol
content with wines containing higher alcohol levels being taxed at $1.57 per gallon. 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.

 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. In addition, most states in which the Company's wines
are sold impose varying excise taxes on the sale of alcoholic beverages. As an agricultural processor, the Company is also regulated
by the Oregon Department of Agriculture and, as a producer of wastewater, by the Oregon Department of Environmental Quality. The Company
has secured all necessary permits to operate its business.

 Prompted
by growing government budget shortfalls and public reaction against alcohol abuse, government entities often consider legislation that
could potentially affect the taxation of alcoholic beverages. Excise tax rates being considered are often substantial. The ultimate effects
of such legislation, if passed, cannot be assessed accurately. Any increase in the taxes imposed on table wines can be expected to have
a potentially adverse impact on overall sales of such products. However, the impact may not be proportionate to that experienced by producers
of other alcoholic beverages and may not be the same in every state.

 Costs
and Effects of Compliance with Local, State and Federal Environmental Laws

 The
Company management is strongly focused on environmental stewardship and maintains a variety of policies and processes designed to protect
the environment, the public and consumers of its wine. 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.

 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. 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"). 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. All websites referred to herein are inactive textual references only, meaning that the information contained
in such websites is not incorporated by reference herein.

 ITEM
1A. RISK FACTORS

 The
following disclosures should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results
of Operations of this Annual Report on Form 10-K. These disclosures are intended to discuss certain material risks of the Company's
business as they appear to management at this time, however, this list is not exhaustive. Other risks may, and likely will, arise from
time to time.

 Agricultural
risks could adversely affect the Company

 Winemaking
and grape growing are subject to a variety of agricultural risks. Various diseases, pests, fungi, viruses, including Grapevine Red Blotch
Disease ("GRBV"), drought, frost and certain other weather conditions can affect the quantity of grapes available to the
Company, decreasing the supply of the Company's products and negatively impacting profitability. In particular, certain of the
Company's vines are not resistant to phylloxera; accordingly, those vines are particularly at risk to the effects from an infestation
of phylloxera. Phylloxera is a pest that attacks the rootstocks of wine grape plants. Vineyards in the United States, including some
in Oregon and some owned by us, have been infested with phylloxera. In particular, Tualatin Estate Vineyards have phylloxera. There can
be no assurance that the Company's existing vineyards, or the rootstocks the Company is now using in its planting programs, will
not become susceptible to current or new strains of phylloxera or that the phylloxera present at the Tualatin Vineyards will not spread
to our other vineyards. 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. 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. Additionally, any future government restrictions created in connection with government attempts to combat
phylloxera, GRBV or other pests or viruses may increase vineyard costs and/or reduce production.

 Our
operations are susceptible to changing weather patterns and other environmental factors

 Over
the past several years, changing weather patterns and climatic conditions have added to the unpredictability and frequency of natural
disasters, such as hailstorms, wildfires and wind, snow and ice storms. Any such extreme weather condition could negatively impact the
harvest of grapes at our vineyards and/or the other vineyards that supply us with grapes for our wine. Oregon's Willamette Valley
has an unpredictable rainfall pattern, particularly in early autumn. 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.

 Additionally,
long-term changes in weather patterns could adversely affect the Company, especially if such changes impacted the amount or quality of
grapes harvested. We cannot anticipate changes in weather patterns/conditions, and we cannot predict their impact on our operations if
they were to occur.

 As
weather patterns evolve, the Company's vineyards, and contracted vineyards have become susceptible to potential smoke damage as
a result of wildfires within the region. In extreme events, smoke can produce effects on grapes that make them unusable in the production
of wine. The Company cannot predict smoke events, or the potential impact if such events were to occur.

 We
may not be able to economically insure certain risks

 The
Company maintains insurance policies to cover certain risks. However, not all risks can be insured, or insured economically, and there
may be gaps in coverage that could expose the Company to liability should an event occur. Additionally, we cannot be certain that coverage
levels are adequate or that all of our insurers will be financially viable if we make a claim.

 Loss
of key employees could harm the Company's reputation and business

 The
Company's success depends to some degree upon the continued service of a number of key employees. The loss of the services of one
or more of these key employees, including James W. 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.

 The
Company's ability to operate requires adequate funding

 The
Company's cash flow from operations historically has not been sufficient to provide all funds necessary for the Company's
operations. The Company has entered into two line of credit agreements to provide such funds and entered into term loan arrangements.
There is no assurance that the Company will be able to comply with all conditions under its credit facilities in the future or that the
amount available under its line of credit facility or capital raises will be adequate for the Company's future needs. 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. 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. These compliance
costs may result in the Company's wines being more expensive than those produced by its competitors and/or may reduce profitability
compared to such competitors.

 The
Company faces significant competition which could adversely affect profitability

 The
wine industry is intensely competitive and highly fragmented. The Company's wines compete in several premium wine market segments
with many other premium domestic and foreign wines, with imported wines coming from the Burgundy and Bordeaux regions of France, as well
as Italy, Chile, Argentina, South Africa, New Zealand and Australia. The Company's wines also compete with popular generic wines
and with other alcoholic and, to a lesser degree, non-alcoholic beverages, for shelf space in retail stores and for marketing focus by
the Company's independent distributors, many of which carry extensive brand portfolios. In addition, the wine industry has experienced
significant consolidation. Many of the Company's competitors have greater financial, technical, marketing, and public relations
resources than the Company does. In particular, wine production in the United States is dominated by large California wineries that have
significantly greater resources than the Company. Additionally, greater worldwide label recognition and larger production levels give
many of the Company's competitors certain unit cost advantages. Company sales may be harmed to the extent it is not able to compete
successfully against such wine or alternative beverage producers' costs. 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.

 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. The Oregon wine industry has historically embraced higher standards for wine production
than those established by the federal government and other states. As a result, wines from Oregon AVA's, and specifically the Willamette
Valley AVA, have achieved recognition for their quality when compared against other wines in their class. As a result, these Oregon wines
are often sold at a higher price point than wines not produced in Oregon. Because of this recognition, out of state competitors have
inappropriately used Oregon AVAs on bottles and packaging, claiming its use as fanciful marketing. Such use, inappropriate or otherwise,
could have a dilutive effect on the prestige of Oregon AVAs and ultimately the prices that can be charged for wines from Oregon AVAs
as a result of reduced competitor quality and/or pricing.

 The
Company competes for shelf space in retail stores and for marketing focus by its independent distributors, most of whom carry extensive
product portfolios

 Nationwide,
the Company sells its products primarily through independent distributors and brokers for resale to retail outlets, restaurants, hotels,
and private clubs across the United States and in some overseas markets. Sales to distributors are expected to continue to represent
a substantial portion of the Company's net revenue in the future. A change in the relationship with any of the Company's
significant distributors could harm the Company's business and reduce Company sales. The laws and regulations of several states
prohibit changes of distributors, except under certain limited circumstances, making it difficult to terminate a distributor for poor
performance without reasonable cause, as defined by applicable statutes. Any difficulty or inability to replace distributors, poor performance
of the Company's major distributors or the Company's inability to collect accounts receivable from its major distributors
could harm the Company's business. There can be no assurance that the distributors and retailers the Company uses will continue
to purchase the Company's products or provide Company products with adequate levels of promotional support. Consolidation at the
retail tier, among club and chain grocery stores in particular, can be expected to heighten competitive pressure to increase marketing
and sales spending or constrain or reduce prices.

 Loss
of the "Willamette Valley Vineyards" or "Willamette" trademarks could adversely affect the Company's distinction
within the AVA

 The
Company has long held the federal trademarks "Willamette Valley Vineyards" and "Willamette", as used in its wine
brands. While it is lawful for wine producers meeting the federal and state requirements to list the "Willamette Valley"
AVA source of their wine grapes and wine on their labels, packaging and advertising materials, the Company has enforced its trademarks
on any unauthorized use as a wine brand. We consider our trademarks to be of considerable value and importance to our business, and if
we fail to protect our trademarks, we may be unable to successfully market our products and compete effectively.

 Fluctuations
in quantity and quality of grape supply could adversely affect the Company

 A
shortage in the supply of quality grapes may result from a variety of factors that determine the quality and quantity of the Company's
grape supply, including weather conditions, pruning methods, diseases and pests, the ability to buy grapes on long and short term contracts
and the number of vines producing grapes. Any shortage in the Company's grape production could cause a reduction in the amount
of wine the Company is able to produce, which could reduce sales and adversely impact the Company's results from operations. 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.

 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 any of the Company's wines could cause it to destroy its wine held in inventory and could
cause the need for a product recall, which could significantly damage the Company's reputation for product quality. The Company
maintains insurance against certain of these kinds of risks, and others, under various insurance policies. 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.

 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. A limited or general decline in consumption in one or more
of the Company's product categories could occur in the future due to a variety of factors, including: a general decline in economic
conditions; increased concern about the health consequences of consuming alcoholic beverage products and about drinking and driving;
a trend toward a healthier diet including lighter, lower calorie beverages such as diet soft drinks, juices and water products; the increased
activity of anti-alcohol consumer groups; and increased federal, state or foreign excise and other taxes on beverage alcohol products.
The competitive position of the Company's products could also be affected adversely by any failure to achieve consistent, reliable
quality in the product or service levels to customers.

 Changes
in consumer spending could have a negative impact on the Company's financial condition and business results

 Wine
sales depend upon a number of factors related to the level of consumer spending, including the general state of the economy, federal
and state income tax rates, deductibility of business entertainment expenses under federal and state tax laws, and consumer confidence
in future economic conditions. Changes in consumer spending can affect both the quantity and the price of wines that customers are willing
to purchase at restaurants or through retail outlets. Reduced consumer confidence and spending may result in reduced demand for the Company's
products, limitations on the Company's ability to increase prices and increased levels of selling and promotional expenses. This,
in turn, may have a considerable negative impact upon the Company's sales and profit margins.

 Increased
regulation and/or taxation could adversely affect the Company

 The
wine industry is subject to extensive regulation by the TTB and various foreign agencies, state liquor authorities (such as the OLCC)
and local authorities. These regulations and laws dictate such matters as licensing requirements, trade, and pricing practices, permitted
distribution channels, permitted and required labeling, and advertising and relations with wholesalers and retailers. Any expansion of
the Company's existing facilities or development of new vineyards or wineries may be limited by present and future zoning ordinances,
environmental restrictions, and other legal requirements. In addition, new regulations or requirements or increases in excise taxes,
income taxes, property and sales taxes or international tariffs, could negatively affect the Company's financial condition or results
of operations. Recently, many states have considered proposals to increase, and some of these states have increased, state alcohol excise
taxes. Additionally, many states have revised, or are revising, statutes that broaden the definition of nexus to increase tax revenue
from out of state businesses.

 New
or revised regulations, or increased licensing fees, requirements or taxes could have a material adverse effect on the Company's
financial condition or results of operations. There can be no assurance that new or revised regulations, taxes or increased licensing
fees and requirements will not have a material adverse effect on the Company's business and its results of operations and its cash
flows.

 The
Company's common stock is thinly traded, and therefore not as liquid as other investments.

 The
trading volume of the Company's common stock (the "Common Stock") on the NASDAQ Capital Market ("NASDAQ")
is consistently "thin," in that there is not a great deal of trading activity on a daily basis. 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.

 In
August 2015, the Company commenced a public offering of our Series A Redeemable Preferred Stock (the "Preferred Stock") pursuant
to a registration statement filed with the SEC. The Company registered this transaction with the securities authorities of the States
of Oregon and Washington and, in November 2015, achieved listing status for the Preferred Stock on NASDAQ under the trading symbol "WVVIP".
The terms of our Preferred Stock are unusual for a company of our size, and we believe the structure of these securities and of the offering
is not commonplace among issuers. Federal and state securities laws impose significant liabilities on issuers of securities if the related
offering documents contain material misstatements of fact, or if the documents omit to state facts necessary, in light of the circumstances
as a whole, to prevent the documents from being misleading. These liabilities can include rescission liability to the purchasers of the
securities, as well as potential enforcement liability that could give rise to civil money penalties. Securities litigation can be extraordinarily
expensive and protracted, and if we are accused of misstatements or omissions in our offering documents, we may face economic harms and
management distractions regardless of the ultimate outcome of any such litigation. Further, if we ultimately are adjudged to have actually
made a material misstatement or omission, the Company may be liable for the repayment of the purchase price of the related securities,
plus interest from the date of purchase. 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.

 The
Company's Preferred Stock bears a cumulative 5.3% dividend based upon the original issue price, or $0.22 per share per annum. However,
prior to the declaration and payment of dividends our board of directors must determine, among other things, that funds are available
out of the surplus of the Company and that the payment would not render us insolvent or compromise our ability to pay our obligations
as they come due in the ordinary course of business. Additionally, our existing credit facility limits, and future debt obligations in
the future may limit, both our legal and our practical ability to declare and pay dividends. As a result, although the Preferred Stock
will continue to earn a right to receive dividends, the Company's ability to pay dividends will depend, among other things, upon
our ability to generate excess cash. However, although shares of our Preferred Stock will earn cumulative dividends, unpaid dividends
will not, themselves, accumulate (as might compounding interest on a debt security, for example).

 As
the Company's sales revenues are dependent in part upon the purchases made by and continued goodwill with its holders of Preferred
Stock, any failure to pay dividends timely could adversely effect the Company's sales. Additionally, as the Company focuses its
issuance of Preferred Stock to wine enthusiasts likely to purchase the Company's wines, any failure by management to successfully
target its stock sales could diminish the opportunity to maximize earnings and offset the administrative, regulatory, and legal costs
of this form of capital formation through preferred stockholder wine purchases.

 The
issuance of additional shares of our Preferred Stock or Common Stock in the future could adversely affect holders of Common Stock.

 The
market price of our Common Stock may be influenced by any preferred stock we may issue. Our board of directors is authorized to issue
additional classes or series of preferred stock without any action on the part of our stockholders. This includes the power to set the
terms of any such classes or series of preferred stock that may be issued, including voting rights, dividend rights and preferences over
Common Stock with respect to the liquidation, dissolution or winding up of the business and other terms. 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.

 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. 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 also use information
technologies to process financial information and results of operations for internal reporting purposes and to comply with regulatory,
legal and tax requirements. We rely on third party providers for some of these information technologies and support. Our ability to effectively
manage our business and coordinate the production, distribution and sale of our products is highly dependent on our technology systems.
Despite our security design and controls and other operational safeguards, and those of our third party providers, our information technology
systems may be vulnerable to a variety of interruptions, including during the process of upgrading or replacing hardware, software, databases
or components thereof, natural disasters, terrorist attacks, telecommunications failures, computer viruses, cyber-attacks, hackers, unauthorized
access attempts and other security issues or may be breached due to employee error, malfeasance or other disruptions. Any such interruption
or breach could result in operational disruptions or the misappropriation of sensitive data that could subject us to civil and criminal
penalties, litigation or have a negative impact on our reputation. There can be no assurance that such disruptions or misappropriations
and the resulting repercussions will not negatively impact our cash flows and materially affect our results of operations or financial
condition.

 In
addition, many of our information technology systems, such as those we use for administrative functions, including human resources, payroll,
accounting, and internal and external communications, as well as the information technology systems of our third-party business partners
and service providers, whether cloud-based or hosted in proprietary servers, contain personal, financial or other information that is
entrusted to us by our customers and personnel. Many of our information technology systems also contain proprietary and other confidential
information related to our business, such as business plans and research and development initiatives. 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.

 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.

 Certain
provisions in our articles of incorporation, our by-laws and Oregon law could make it more difficult for a third party to acquire control
of us, even if that transaction could be beneficial to 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 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.
The Board may implement other changes that further limit the potential for tender offers or takeover attempts.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
1C. CYBERSECURITY

 The
Company has not adopted any formal cybersecurity risk management program or formal processes for assessing, identifying, and managing
material risks from cybersecurity threats. At the management level, our Chief Executive Officer and Chief Financial Officer are responsible
for addressing cybersecurity incidents, while our full Board has oversight responsibility for the Company's overall risk management,
including cybersecurity risk, and has not delegated oversight authority for cybersecurity risks to any committee. In the event a cybersecurity
incident occurs, the Company's Chief Executive Officer and the Chief Financial Officer are expected to inform the Board of the
details of such incident as well as the measures taken in response to such incident. In 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.

 ITEM
2. PROPERTIES

 Vineyards
 – The Company owns or leases 1,018 acres of land, of which 704 acres is owned and 314 acres leased. 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. See 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.

 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 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. 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's
main hospitality center is located at the Company's Estate Winery (the "Hospitality Center") and is a large 35,642
square foot tasting and hospitality facility. The Hospitality Center sits above the underground
barrel cellar and tunnel that connects with the Winery. The facility includes a basement cellar, tunnel, and barrel room of 11,090
square feet used to store up to 1,800 barrels of wine for aging in the proper environment.

 The
Company-owned Tualatin Estate 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 production capacity at the Tualatin Estate Winery is available to the Company to meet
future production needs. The storage capacity at the Tualatin Estate Winery is periodically used to store excess bulk wine. Additionally,
the Company operates a small retail store and tasting room at the Tualatin Estate Winery.

 The
Company-owned sparkling winery, Domaine Willamette, is located adjacent to Highway 99 in Dundee, Oregon, at Bernau Estate. Bernau Estate
also features a tasting room and restaurant, retail bottle shop and residence, in addition to the winery.

 The
Company carries property and liability insurance coverage in amounts deemed adequate by management.

 For
additional discussion of vineyard and wine production facilities, see Item 1. Business.

 ITEM
3. LEGAL PROCEEDINGS

 Although
the Company from time to time may be involved with disputes, claims and litigation related to the conduct of its business, there are
no material legal proceedings pending to which the Company is a party or to which any of its property is subject, and the Company's
management does not know of any such action being contemplated.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 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. As some of our shares of Common Stock are
held in "street name" by brokers on behalf of stockholders, we are unable to estimate the total number of beneficial holders
of our Common Stock represented by these record holders.

 Dividends

 The
Company has paid dividends on the Preferred Stock. The 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.

 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.

 ITEM
6. [RESERVED]

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The
following Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with
the Company's financial statements and related notes. Some statements and information contained in this Management's Discussion
and Analysis of Financial Condition and Results of Operations are not historical facts but are forward-looking statements. 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.

 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. 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. Management bases its estimates and judgments on historical experience
and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. 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. 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. 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 Company sets these
allowances on a monthly basis and the Company's distributors bill them back on a monthly basis. All depletion expenses associated
with a given month are recognized in that month as a reduction of revenues. The Company also reimburses for samples used by distributors
up to 1.5% of product sold to the distributors. 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.

 Inventory
 – The Company values inventories at the lower of actual cost to produce the inventory or net realizable value. The Company
regularly reviews inventory quantities on hand and adjusts its production requirements for the next twelve months based on estimated
forecasts of product demand. A significant decrease in demand could result in an increase in the amount of excess inventory quantities
on hand. In the future, if the Company's inventory cost is determined to be greater than the net realizable value of the inventory
upon sale, the Company would be required to recognize such excess costs in its cost of goods sold at the time of such determination.
Therefore, although the Company makes every effort to ensure the accuracy of its forecasts of future product demand, any significant
unanticipated changes in demand could have a significant impact on the ultimate selling price and cases sold and, therefore, the carrying
value of the Company's inventory and its reported operating results.

 Additionally,
the Company regularly evaluates inventory for obsolescence and marketability and if it determines that the inventory is obsolete, or
no longer suitable for use or marketable, the cost of that inventory is recognized in cost of sales at the time of such determination.

 Other
Accounting Policies and Estimates

 Vineyard
Development – The Company capitalizes internal vineyard development costs prior to the vineyard land becoming fully productive.
These costs consist primarily of the costs of the vines and expenditures related to labor and materials to prepare the land and construct
vine trellises. Amortization of such costs as annual crop costs is done on a straight-line basis for the estimated economic useful life
of the vineyard, which is estimated to be 30 years. The Company regularly evaluates the recoverability of capitalized costs. Amortization
of vineyard development costs are included in capitalized crop costs that in turn are included in inventory costs and ultimately become
a component of cost of goods sold.

 Income
Taxes – The Company accounts for income taxes using the asset and liability approach. This requires the recognition of deferred
tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and the
tax basis of assets and liabilities at the applicable tax rates. The Company evaluates deferred tax assets, and records a valuation allowance
against those assets, if available evidence suggests that some of those assets will not be realized.

 The
effect of uncertain tax positions would be recorded in the financial statements only after determining a more likely than not probability
that the uncertain tax positions would withstand an examination by tax authorities based on the technical merits of the position. 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.

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

 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.

 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.

 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.

 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).
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. 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.

 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.

 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 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.

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.

 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

 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. 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.

 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%.

 The
Company pays alcohol excise taxes to both the OLCC and to the TTB. These taxes are based on product sales volumes. The Company is liable
for the taxes upon the removal of product from the Company's warehouse on a per gallon basis. 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. 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 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 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.

 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 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.

 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. 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 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. 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.

 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. 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.

 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. 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. 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.

 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 is not a measure
of financial performance under the accounting principles generally accepted in the United States of America, referred to as "GAAP",
and should not be considered as an alternative to net income (loss) or income (loss) from operations as a measure of performance, nor
as an alternative to net cash from operating activities as a measure of liquidity. We use EBITDA as a benchmark measurement of our own
operating results and as a benchmark relative to our competitors. We consider it to be a meaningful supplement to operating income (loss)
as a performance measure primarily because depreciation and amortization expense are not actual cash costs, and depreciation expense
varies widely from company to company in a manner that we consider largely independent of the underlying cost efficiency of our operating
facilities.

 EBITDA
has significant limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our
GAAP results as reported. 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
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. 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. 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. 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.

 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.

 Wine
Inventory

 The
Company had 204,438 cases of bottled wine on-hand at the end of 2024. 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.

 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. We have the capacity to store and
process about 275,000 cases of wine per year at the Estate Winery but can expand that capacity by utilizing storage at the Tualatin Winery
and temporary storage. Management continues to invest in new production technologies intended to increase the efficiency and quality
of wine production. 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. 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.

 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. Based on the quantity of qualifying
grapes received, the full amount payable to the grower is recorded to the Grapes payable liability account. Approximately 50% of the
grapes payable amount is due in November of the vintage year. The remaining amount is due in March of the following year. 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 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 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 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.

 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.

 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
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.

 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 Fronti re Syrah 91 points.

 The
Company's 2021 Bernau Block Pinot Noir received a score of 95 from Beverage Dynamics.

 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.

 James
Suckling rated the Company's 2021 Elton Pinot Noir 92 points and the 2021 Signature Cuv e 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.

 Owen
Bargreen rated the Company's 2020 Domaine Willamette M thode Traditionnelle Brut Ros, 2022 Tualatin Estate Chardonnay,
2021 M tis Red Blend and 2022 Dry Riesling all 92 points. Bargreen also scored the 2022 Dry Gew rztraminer at 91 points and
the 2023 Pinot Blanc and 2022 Tualatin Estate White
Pinot Noir 92 points.

 Seasonality

 The
Company has historically experienced and expects to continue to experience seasonal fluctuations in its revenue and net income. Typically,
first quarter sales are the lowest of any given year, and sales volumes increase progressively through the fourth quarter, mostly because
of consumer buying habits.

 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.

 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 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.

 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.

 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 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. 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%.

 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 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.

 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.

 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.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not
required.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 TO FINANCIAL STATEMENTS

 PAGE

 Report of Independent Registered Public Accounting Firm ( Moss Adams LLP, Portland, Oregon, PCAOB ID No. 659)

 Statements

 Balance Sheets

 Statements of Operations

 Statements of Shareholders' Equity

 Statements of Cash Flows

 Notes to Financial Statements

 36-49

 Report
of Independent Registered Public Accounting Firm

 To
the Shareholders and the Board of Directors of

Willamette Valley Vineyards, Inc.

 Opinion
on the Financial Statements

 We have audited the accompanying balance sheets of Willamette Valley
Vineyards, Inc (the "Company") as of December 31, 2024, and 2023, the related statements of operations, shareholders'
equity and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31,
2024, and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matters

 Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 /s/
Moss Adams LLP

 Portland,
Oregon

March 25, 2025

 We
have served as the Company's auditor since 2004.

 WILLAMETTE VALLEY VINEYARDS, INC.

 BALANCE
 SHEETS

 2024

 2023

 ASSETS

 CURRENT ASSETS

 Cash and cash equivalents

 $
 320,883

 $
 238,482

 Accounts receivable, net

 3,151,810

 2,994,829

 Inventories

 32,907,489

 28,314,779

 Prepaid expenses and other current assets

 519,608

 522,854

 Income tax receivable

 19,267

 121,959

 Total current assets

 36,919,057

 32,192,903

 Other assets

 13,824

 13,824

 Vineyard development costs, net

 8,769,542

 8,704,352

 Property and equipment, net

 52,012,151

 53,369,637

 Operating lease right of use assets

 11,302,566

 11,427,433

 TOTAL ASSETS

 $
 109,017,140

 $
 105,708,149

 LIABILITIES AND SHAREHOLDERS' EQUITY

 CURRENT LIABILITIES

 Accounts payable

 $
 1,584,466

 $
 2,026,352

 Accrued expenses

 2,097,736

 1,482,254

 Investor deposits for preferred stock

 -

 718,857

 Bank overdraft

 473,016

 393,416

 Line of credit

 2,405,815

 2,684,982

 Note payable

 995,968

 1,100,735

 Current portion of long-term debt

 952,171

 522,798

 Current portion of lease liabilities

 481,801

 450,452

 Unearned revenue

 2,470,125

 1,970,661

 Grapes payable

 1,519,087

 2,446,233

 Total current liabilities

 12,980,185

 13,796,740

 Long-term debt, net of current portion and debt issuance costs

 12,911,831

 6,961,872

 Lease liabilities, net of current portion

 11,354,746

 11,402,714

 Deferred income taxes

 2,536,648

 2,911,618

 Total liabilities

 39,783,410

 35,072,944

 COMMITMENTS AND CONTINGENCIES (Note 12)

 SHAREHOLDERS' EQUITY

 Redeemable preferred stock, no par value, 100,000,000 shares authorized, 10,239,573 shares issued and outstanding, liquidation preference $ 42,494,228 at December 31, 2024 and 10,046,833 shares issued and outstanding, liquidation preference $ 41,694,357 at December 31, 2023

 43,357,396

 42,388,036

 Common stock, no par value, 10,000,000 shares authorized, 4,964,529 shares issued and outstanding at December 31, 2024 and December 31, 2023

 Retained earnings

 17,363,845

 19,734,680

 Total shareholders' equity

 69,233,730

 70,635,205

 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

 $
 109,017,140

 $
 105,708,149

 The
accompanying notes are an integral part of the financial statements.

 STATEMENTS
 OF OPERATIONS

 Year ended

 2024

 2023

 SALES, NET

 $
 39,782,442

 $
 39,136,114

 COST OF SALES

 15,586,986

 16,578,986

 GROSS PROFIT

 24,195,456

 22,557,128

 OPERATING EXPENSES:

 Sales and marketing

 17,119,837

 17,564,103

 General and administrative

 6,503,761

 6,200,227

 Total operating expenses

 23,623,598

 23,764,330

 INCOME (LOSS) FROM OPERATIONS

 571,858

 ( 1,207,202
)

 OTHER INCOME (EXPENSE)

 Interest expense, net

 ( 1,016,180
)

 ( 594,079
)

 Other income, net

 99,629

 114,827

 LOSS BEFORE INCOME TAXES

 ( 344,693
)

 ( 1,686,454
)

 INCOME TAX BENEFIT

 226,799

 487,861

 NET LOSS

 ( 117,894
)

 ( 1,198,593
)

 Preferred stock dividends

 ( 2,252,941
)

 ( 2,047,097
)

 NET LOSS APPLICABLE TO COMMON SHAREHOLDERS

 $
 ( 2,370,835
)

 $
 ( 3,245,690
)

 Loss per common share after preferred dividends, basic and diluted

 $
 ( 0.48
)

 $
 ( 0.65
)

 Weighted-average number of common shares outstanding, basic and diluted

 The
accompanying notes are an integral part of the financial statements.

 STATEMENTS
 OF SHAREHOLDERS' EQUITY

 Redeemable

 Preferred Stock

 Common Stock

 Retained

 Shares

 Dollars

 Shares

 Dollars

 Earnings

 Total

 Balance at December 31, 2022

 9,185,666

 $
 38,869,075

 $

 $
 22,980,370

 $
 70,361,934

 Issuance of preferred stock, net

 861,167

 3,518,961

 -

 -

 -

 3,518,961

 Preferred stock dividends declared

 -

 -

 -

 -

 ( 2,047,097
)

 ( 2,047,097
)

 Net loss

 -

 -

 -

 -

 ( 1,198,593
)

 ( 1,198,593
)

 Balance at December 31, 2023

 10,046,833

 42,388,036

 19,734,680

 70,635,205

 Issuance of preferred stock, net

 192,740

 969,360

 -

 -

 -

 969,360

 Preferred stock dividends declared

 -

 -

 -

 -

 ( 2,252,941
)

 ( 2,252,941
)

 Net loss

 -

 -

 -

 -

 ( 117,894
)

 ( 117,894
)

 Balance at December 31, 2024

 10,239,573

 $
 43,357,396

 $

 $
 17,363,845

 $
 69,233,730

 The
accompanying notes are an integral part of the financial statements.

 STATEMENTS
 OF CASH FLOWS

 Year ended December 31,

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss

 $
 ( 117,894
)

 $
 ( 1,198,593
)

 Adjustments to reconcile net loss to net cash from operating activities:

 Depreciation and amortization

 3,323,613

 3,426,977

 Non-cash lease expense

 563,439

 1,142,833

 Loan fee amortization

 13,247

 13,248

 Deferred income taxes

 ( 374,970
)

 ( 528,859
)

 Change in operating assets and liabilities:

 Accounts receivable

 ( 156,981
)

 1,232,119

 Inventories

 ( 4,592,710
)

 ( 6,113,280
)

 Prepaid expenses and other current assets

 3,246

 ( 68,769
)

 Income tax receivable

 102,692

 435,265

 Unearned revenue

 ( 851,072
)

 ( 704,673
)

 Lease liabilities

 ( 455,191
)

 ( 1,097,192
)

 Grapes payable

 ( 927,146
)

 1,237,560

 Accounts payable

 ( 383,498
)

 180,640

 Accrued expenses

 615,482

 53,874

 Net cash from operating activities

 ( 3,237,743
)

 ( 1,988,850
)

 CASH FLOWS FROM INVESTING ACTIVITIES

 Additions to vineyard development costs

 ( 237,437
)

 ( 419,023
)

 Additions to property and equipment

 ( 1,852,268
)

 ( 4,307,947
)

 Net cash from investing activities

 ( 2,089,705
)

 ( 4,726,970
)

 CASH FLOWS FROM FINANCING ACTIVITIES

 Proceeds from investor deposits held as liability

 -

 718,857

 Payment on installment note for property purchase

 ( 104,767
)

 ( 100,303
)

 Proceeds from bank overdraft

 79,600

 393,416

 Proceeds from (payments on) line of credit

 ( 279,167
)

 2,518,365

 Payment of loan fees

 ( 86,166
)

 -

 Payment on long-term debt

 ( 3,547,749
)

 ( 496,944
)

 Proceeds from long-term debt

 10,000,000

 1,024,949

 Proceeds from issuance of preferred stock

 250,503

 3,371,450

 Payment of preferred stock dividend

 ( 902,405
)

 ( 814,164
)

 Net cash from financing activities

 5,409,849

 6,615,626

 NET CHANGE IN CASH AND CASH EQUIVALENTS

 82,401

 ( 100,194
)

 CASH AND CASH EQUIVALENTS, beginning of year

 238,482

 338,676

 CASH AND CASH EQUIVALENTS, end of year

 $
 320,883

 $
 238,482

 NON-CASH INVESTING AND FINANCING ACTIVITIES

 Purchases of property and equipment and vineyard development costs included in accounts payable

 $
 10,467

 $
 68,855

 Reduction in investor deposits for preferred stock

 $
 718,857

 $
 147,511

 Gift cards given in lieu of cash dividends

 $
 1,350,536

 $
 1,232,933

 Right of use assets obtained in exchange for operating lease liabilities

 $
 438,572

 $
 3,674,710

 Supplemental disclosure of cash flow information:

 Cash paid during the year for:

 Interest paid

 $
 1,018,970

 $
 595,109

 Income tax paid (received)

 $
 45,992

 $
 ( 394,268
)

 The
accompanying notes are an integral part of the financial statements.

 NOTE
1 – SUMMARY OF OPERATIONS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 Organization
and operations – Willamette Valley Vineyards, Inc. (the "Company") owns and operates vineyards, wineries and tasting
rooms, and produces and distributes premium, super premium, and ultra-premium wines, primarily Pinot Noir, Pinot Gris, Chardonnay, Riesling
and Sparkling wine.

 The
Company has direct-to-consumer sales and national sales to distributors. These sales channels 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.

 Basis
of presentation – The accompanying financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America, which require management to make certain estimates and assumptions. These estimates and assumptions
affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial
statements, and the reported amounts of revenue and expenses during the reporting period. The Company bases its estimates on historical
experience and on various assumptions that are believed to be reasonable under the circumstances at the time. Actual results could differ
from those estimates under different assumptions or conditions.

instruments and concentrations of risk – The Company has the following financial instruments: cash and cash equivalents, accounts
receivable, accounts payable, accrued liabilities, grapes payable, and short and long-term debt.

 Cash
and cash equivalents are maintained at five financial institutions. Deposits held with these financial institutions may exceed the amount
of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with a financial institution
of reputable credit and therefore bear minimal credit risk.

 In
2024, sales to one distributor represented approximately 16.1 % of total Company revenue. In 2023, sales to one distributor represented
approximately 14.5 % of total Company revenue.

 At
December 31, 2024, one customer accounted for approximately 31 % of accounts receivable. At December 31, 2023, one customer accounted
for approximately 27 % of accounts receivable.

 Other
comprehensive income – The nature of the Company's business and related transactions do not give rise to other comprehensive
income.

 Cash
and cash equivalents – Cash and cash equivalents include money market funds.

 Accounts
receivable – The Company performs ongoing credit evaluations of its customers and does not require collateral. A reserve
is maintained for potential credit losses. The allowance for credit losses is based on an assessment of the collectability of customer
accounts. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of
the accounts receivable balances, and current economic conditions that may affect a customer's ability to pay. The Company has
credit risk associated with uncollateralized trade accounts receivable from all operations totaling $ 3,151,810 as of December 31, 2024,
net of the allowance for credit losses. The Company had credit risk associated with uncollateralized trade accounts receivable from all
operations totaling $ 2,994,829 and $ 4,226,948 as of December 31, 2023 and 2022, net of the allowance for credit losses. The allowance
for credit losses is further discussed in Note 2.

 Inventories
– For Company produced wines, after a portion of the vineyard becomes commercially productive, the annual crop and production
costs relating to such portion are recognized as work-in-process inventories. Such costs are accumulated with related direct and indirect
harvest costs, wine processing and production costs, and are transferred to finished goods inventories when the wine is produced, bottled,
and ready for sale.

 The
cost of finished goods is recognized as cost of sales when the wine product is sold. Finished goods and work-in-process inventories are
stated at the lower of first-in, first-out cost or net realizable value by variety. Winemaking and packaging materials are stated at
the lower of average cost or net realizable value. Net realizable value is the value of an asset that can be realized upon the sale of
the asset, less a reasonable estimate of the costs associated with either the eventual sale or the disposal of the asset in question.

 In
accordance with general practices in the wine industry, wine inventories are generally included in current assets in the accompanying
balance sheets, although a portion of such inventories may be aged for more than one year (Note 3).

 Vineyard
development costs – Vineyard development costs consist primarily of the costs of the vines and expenditures related to labor
and materials to prepare the land and construct vine trellises. The costs are capitalized until the vineyard becomes commercially productive,
at which time annual amortization is recognized using the straight-line method over the estimated economic useful life of the vineyard,
which is estimated to be 30 years. Accumulated amortization of vineyard development costs aggregated $ 2,690,832 and $ 2,518,585 at December
31, 2024 and 2023, respectively.

 Amortization
of vineyard development costs are included in capitalized crop costs that in turn are included in inventory costs and ultimately become
a component of cost of goods sold. For the years ending December 31, 2024 and 2023, $ 172,247 and $ 163,597, respectively, was capitalized
into inventory costs.

 Property
and equipment – Property and equipment are stated at cost and are depreciated on the straight-line basis over their estimated
useful lives. Land improvements are depreciated over 15 to 30 years. Winery buildings are depreciated over 30 years. Equipment is depreciated
over 3 to 15 years, depending on the classification of the asset. Leasehold improvements are depreciated over the shorter of the term
of the lease or useful life. Depreciation is discussed further in Note 4.

 Expenditures
for repairs and maintenance are charged to operating expense as incurred. Expenditures for additions and betterments are capitalized.
When assets are sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting
gain or loss is included in operations.

 Review
of long-lived assets for impairment – The Company evaluates long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Long-lived assets consist primarily
of property and equipment, vineyard development costs, and operating lease right of use assets. Circumstances that might cause the Company
to evaluate its long-lived assets for impairment could include a significant decline in the prices the Company or the industry can charge
for its products, which could be caused by general economic or other factors, changes in laws or regulations that make it difficult or
more costly for the Company to distribute its products to its markets at prices which generate adequate returns, natural disasters, significant
decrease in demand for the Company's products or significant increase in the costs to manufacture the Company's products.

 Recoverability
of assets is measured by a comparison of the carrying amount of an asset group to future net undiscounted cash flows expected to be generated
by the asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which
the carrying amount of the assets exceeds the fair value of the assets. The Company groups its long-lived assets with other assets and
liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities
(or asset group). This would typically be at the winery level. The Company did not recognize any impairment charges associated with long-lived
assets during the years ended December 31, 2024 and 2023.

 Income
taxes – Income taxes are recognized using enacted tax rates and are composed of taxes on financial accounting income
that is adjusted for requirements of current tax law, and deferred taxes. Deferred taxes are estimated using the asset and liability
approach, whereby, deferred income taxes are calculated for the expected future tax consequences of temporary differences between the
book basis and tax basis of the Company's assets and liabilities.

 The
Company had no unrecognized tax benefits as of December 31, 2024 or 2023. The Company recognizes interest assessed by taxing authorities
as a component of tax expense. The Company recognizes any penalties assessed by taxing authorities as a component of tax expense. Interest
and penalties for the years ended December 31, 2024 and 2023 were not material.

 A
valuation allowance is provided when it is more likely than not that some portion or all the deferred tax assets will not be realized.
The Company evaluates the potential realization of its deferred tax assets by assessing its valuation allowance and by adjusting the
amount of such allowance, if necessary. The factors used to assess the likelihood of realization included the Company's forecast
of future taxable income or loss and available tax planning strategies that could be implemented to realize the net deferred tax assets.
Certain intangible assets and liabilities will be deductible for tax purposes and may result in deferred tax assets and liabilities as
the benefits are recognized in the Company's tax returns.

 The
Company files U.S. federal income tax returns with the Internal Revenue Service ("IRS") as well as income tax returns in
Oregon and California. The Company may be subject to examination by the IRS for tax years 2021 through 2024. Additionally, the Company
may be subject to examinations by state taxing jurisdictions for tax years 2020 through 2024. The Company is not aware of any current
examinations by the IRS or the state taxing authorities.

 Revenue
recognition – The Company recognizes revenue once its performance obligation to the customer is completed, and control
of the product or service is transferred to the customer. Revenue reflects the total amount the Company receives, or expects to receive,
from the customer and includes shipping costs that are billed and included in the consideration. Excise taxes that are accrued and paid,
as a result of a transaction, are accounted for as an offset to sales in the net sales calculation. The Company's contractual obligations
to customers generally have a single point of obligation and are short term in nature.

 The
cost of price promotions and rebates are treated as reductions of revenue. Credit sales are recorded as trade accounts receivable, and
no collateral is required. Revenue from items sold through the Company's retail locations is recognized at the time of sale. Net
revenue reported herein is shown net of sales allowances and excise taxes. If the conditions for revenue recognition are not met, the
Company defers the revenue until all conditions are met. As of December 31, 2024, the Company has recorded deferred revenue in the amount
of $ 616,143, which is included in unearned revenue on the balance sheet. As of December 31, 2023, and December 31, 2022, the Company
has recorded deferred revenue in the amount of $ 490,523 and $ 335,431, respectively, which is included in unearned revenue on the balance
sheet. Dividend gift cards that have been issued but not used are also treated as unearned revenue and were $ 1,853,982 as of December
31, 2024. Dividend gift cards that have been issued but not used are also treated as unearned revenue and were $ 1,480,138 and $ 1,106,970
as of December 31, 2023 and 2022, respectively.

 Distributor
Sales Segment – Wholesale wine sales are through distributors and the Company recognizes revenue when the product is shipped,
and title passes to the distributor. The Company's standard terms are FOB' shipping point, with no customer acceptance
provisions. The cost of price promotions and rebates are treated as reductions of revenue. Credit sales are recorded as trade accounts
receivable, and no collateral is required.

 The
Company has price incentive programs with its distributors to encourage product placement and depletions. Sales are reported net of incentive
program expenses. Incentive program payments are made when completed incentive program payment requests are received from the customers.
For the year ended December 31, 2024 and 2023, the Company recorded incentive program expenses of $ 1,807,559 and $ 1,057,198, respectively,
as a reduction in sales on the Statements of Operations. As of December 31, 2024, and 2023, the Company has recorded an incentive program
liability in the amount of $ 293,366 and $ 54,003, respectively, which is included in accrued expenses on the balance sheets. Estimates
are based on historical and projected experience for each type of program or customer and have historically been in line with actual
costs incurred.

Sales Segment – The Company sells wine directly to customers through its tasting rooms, web site and wine club. Additionally,
the Company sells merchandise, food, and hospitality related services through its tasting rooms.

 Tasting
room sales are recognized as revenue at the point of sale and internet sales are recognized at time of shipment. Hospitality sales,
that are paid in advance of the event, are accrued as unearned revenue, and are subsequently recognized as revenue in the period of
the event. Wine club sales are made under an agreement with the customer, which specifies the quantity and timing of the wine club
shipment. Wine club charges are billed to the customer's credit card, at the time of shipment, and revenue is then recognized.
For Club Willamette the customer is charged a monthly subscription and 45% of the monthly fee is recognized by the Company in the
month billed. As of December 31, 2024, the Company has recorded a liability for unused club points in the amount of $263,327, which
is included in unearned revenue on the balance sheet.

 The
Company periodically sells bulk wine or grapes that either do not meet the Company's quality standards or are in excess of production
requirements. These sales are recognized when ownership transfers to the buyer which occurs at the point of shipment.

 Cost
of goods sold – Costs of goods sold include costs associated with grape growing, external grape costs, packaging materials,
winemaking and production costs, vineyard and production administrative support and overhead costs, purchasing and receiving costs and
warehousing costs.

 Administrative
support, purchasing, receiving and most other fixed overhead costs are expensed as selling, general and administrative expenses without
regard to inventory units. Warehouse and winery production and facilities costs are allocated to inventory units on a per gallon basis
during the production of wine, prior to bottling the final product. No further costs are allocated to inventory units after bottling.

 Selling,
general and administrative expenses – Selling, general and administrative expenses consist primarily of non-manufacturing administrative
and overhead costs, advertising, and other marketing promotions. Advertising costs are expensed as incurred or the first time the advertising
takes place. For the years ended December 31, 2024 and 2023, advertising costs incurred were $ 290,195 and $ 393,859, respectively.

 The
Company provides an allowance to distributors for providing sample of products to potential customers. For the years ended December 31,
2024 and 2023, these costs, which are included in selling, general and administrative expenses were, $ 118,483 and $ 93,272, respectively.

 Shipping
and handling costs – Amounts paid by customers to the Company for shipping and handling costs are included in net sales. Costs
incurred for shipping and handling charges are included in selling, general and administrative expense. For the years ended December
31, 2024 and 2023, shipping and handling costs incurred were $ 688,823 and $ 723,787 respectively.

 Excise
taxes – The Company pays alcohol excise taxes based on product sales to both the Oregon Liquor Control Commission and
to the U.S. Department of the Treasury, Alcohol and Tobacco Tax and Trade Bureau. The Company is liable for the taxes upon the removal
of product from the Company's warehouse on a per gallon basis. The federal tax rate is affected by a small winery tax credit provision,
which declines based upon the number of gallons of wine production in a year rather than the quantity sold. The Company also pays taxes
on the grape harvest on a per ton basis to the Oregon Liquor Control Commission for the Oregon Wine Advisory. For the years ended December
31, 2024 and 2023, excise taxes incurred were $ 405,391 and $ 431,714 respectively.

 Loss
per common share after preferred dividends – loss per share is computed based on the weighted-average number of common
shares outstanding each year.

 Leases
 – We determine if an arrangement is a lease at inception. On our balance sheets, our operating leases are included in Operating
lease right of use ("ROU") assets, Current portion of lease liabilities and Lease liabilities, net of current portion. The
Company does not currently have any finance leases. Leases that have a term of twelve months or less upon commencement date are considered
short-term in nature. Accordingly, short-term leases are not included on the balance sheets and are expensed on a straight-line basis
over the lease term, which commences on the date we have the right to control the property.

 ROU
assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease
payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present
value of lease payments over the lease term. For leases that do not provide an implicit rate, we use our incremental borrowing rate based
on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily
determinable. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 Significant
judgment may be required when determining whether a contract contains a lease, the length of the lease term, the allocation of the consideration
in a contract between lease and non-lease components, and the determination of the discount rate included in our leases. We review the
underlying objective of each contract, the terms of the contract, and consider our current and future business conditions when making
these judgments.

 Recently
adopted accounting pronouncements

 In
November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, Segment Reporting (Topic 280): Improvements
to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through
enhanced disclosures about significant segment expenses. The expanded annual disclosures are effective for our year ending December 31,
2024, and the expanded interim disclosures are effective in 2025 and were applied retrospectively to all prior periods presented.

 Recently
issued accounting pronouncements

 In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other
things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid. The expanded annual disclosures
are effective for our year ending December 31, 2025. The Company is currently evaluating the impact that ASU 2023-09 will have on our
consolidated financial statements and whether we will apply the standard prospectively or retrospectively.

 In
November 2024, the FASB issued ASU 2024-03, Income Statement–Reporting Comprehensive Income-Expense Disaggregation Disclosures
(Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"). ASU 2024-03 requires additional disclosures
about the nature of expenses included in the income statement, such as purchases of inventory, employee compensation, and depreciation.
ASU 2024-03 is effective for public business entities for annual periods beginning after December 15, 2026, and interim reporting periods
within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of
ASU 2024-03 on its financial statements and related disclosures.

 NOTE
2 – ACCOUNTS RECEIVABLE, NET

 The
Company's accounts receivable balance is net of an allowance for credit losses of $10,000 at December 31, 2024 and 2023.

 Changes
in the allowance for credit losses are as follows:

 Year ended December 31,

 2024

 2023

 Beginning of year

 $
 10,000

 $
 10,000

 Charged to costs and expenses

 -

 -

 Write-offs, net of recoveries

 -

 -

 End of year

 $
 10,000

 $
 10,000

 NOTE
3 – INVENTORIES

 Inventory
consists of the following at December 31, 2024 and 2023:

of Inventories

 2024

 2023

 Winemaking and packaging materials

 $
 1,303,152

 $
 1,113,170

 Work-in-process (costs relating to unprocessed and/or unbottled wine products)

 14,990,375

 15,952,118

 Finished goods (bottled wine and related products)

 16,613,962

 11,249,491

 Total inventories

 $
 32,907,489

 $
 28,314,779

 NOTE
4 – PROPERTY AND EQUIPMENT, NET

 Property
and equipment consists of the following at December 31, 2024 and 2023:

 Schedule of Property and Equipment, Net

 2024

 2023

 Construction in progress

 $
 633,179

 $
 639,840

 Land, improvements and other buildings

 15,342,674

 14,491,827

 Winery buildings and tasting rooms

 44,146,543

 43,991,586

 Equipment

 20,835,506

 20,103,535

 Property and equipment, gross

 80,957,902

 79,226,788

 Accumulated depreciation

 ( 28,945,751
)

 ( 25,857,151
)

 Property and equipment, net

 $
 52,012,151

 $
 53,369,637

 Depreciation
expense was $ 3,151,366 and $ 3,263,381 during the years ended December 31, 2024, and 2023, respectively.

 NOTE
5 – LINE OF CREDIT FACILITY

 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 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. 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
line of 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, 2024, the Company was in compliance with these financial covenants.

 In February 2025 the Company entered into an additional line of credit
agreement with AgWest that allows borrowings up to $4,350,000 against property defined in the agreement. The line of credit bears interest
at 7.10% and has a maturity date of April, 2027.

 NOTE
6 – NOTES PAYABLE

 In
February of 2017, the Company purchased property, including vineyard land, bare land and structures in the Dundee Hills AVA under terms
that included a 15 year note payable with quarterly payments of $42,534 at 6%. The note may be called by the owner, up to the outstanding
balance, with 180 days written notice. As of December 31, 2024 and 2023, the Company had a balance of $ 995,968 and $ 1,100,735, respectively,
due on this note.

 NOTE
7 – LONG-TERM DEBT

 Long-term
debt consists of the following at December 31, 2024 and 2023:

of Long-term Debt

 2024

 2023

 AgWest Loan #4

 $
 678,851

 $
 829,386

 AgWest Loan #5

 3,364,059

 3,736,324

 AgWest loan Operating line #6

 -

 3,024,949

 AgWest 15 year Note

 10,000,000

 -

 Long-Term Debt, Gross

 14,042,910

 7,590,659

 Debt issuance costs

 ( 178,908
)

 ( 105,989
)

 Current portion of long-term debt

 ( 952,171
)

 ( 522,798
)

 Long-Term Debt

 $
 12,911,831

 $
 6,961,872

 The
Company has four long term debt agreements with AgWest with an aggregate outstanding balance of $ 14,042,910 and $ 7,590,659 as of December
31, 2024 and 2023, 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. The third loan
was repaid, and the fourth loan requires monthly principal and interest payments of $87,989 at an annual interest rates of 6.66%, and
with a maturity date of 2039. 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 main estate in Salem.

 Future
minimum principal payments of long-term debt are as follows for the years ending December 31:

of Future Minimum Principal Payment for Long-Term Debt Maturities

 2025

 $
 952,171

 2026

 1,008,214

 2027

 1,067,796

 2028

 1,130,789

 2029

 1,007,282

 Thereafter

 8,876,658

 Total

 $
 14,042,910

 The
weighted-average interest rates on the aforementioned borrowings for the years ended December 31, 2024 and 2023, was 6.22 % and 6.19 %
respectively.

 NOTE
8 – SHAREHOLDERS' EQUITY

 The
Company is authorized to issue 10,000,000 shares of its common stock. Each share of common stock is entitled to one vote. At its discretion,
the Board of Directors may declare dividends on shares of common stock so long as the Company has paid or set aside funds for all cumulative
dividends on its preferred stock. The Board does not anticipate paying dividends on its common stock in the foreseeable future.

 The
Company is authorized to issue 100,000,000 shares of redeemable preferred stock. Each share of the Company's currently issued preferred
stock is non-voting. The Company's Series A Redeemable Preferred Stock includes an annual dividend of $0.22 per share and is payable
annually. Additionally, the Series A Redeemable Preferred Stock contains a liquidation preference over the Company's common stock
and is subject to optional redemption after June 1, 2021 at the sole discretion of the Company's Board of Directors. The liquidation
preference is calculated at the original issue price of $ 4.15 per share plus all accrued but unpaid dividends. The optional redemption,
if implemented, would be at the original issue price of $4.15 per share plus all accrued but unpaid dividends plus a redemption premium
of 3% of the original issue price. In November 2024 and November 2023, the Company declared a dividend on its Series A Redeemable Preferred
stock and paid the dividend on December 31, 2024 and December 31, 2023 respectively. The Company is current on its dividend obligations.

 NOTE
9 – STOCK INCENTIVE PLAN

 The
Company had a stock incentive plan, originally created in 1992, most recently amended in 2001. No additional grants may be made under
the plan. All stock options contained an exercise price that was equal to the fair market value of the Company's stock on the date
the options were granted. There were no stock options outstanding or exercisable at December 31, 2024 and 2023.

 No
stock compensation expense under this plan was recognized for the years ended December 31, 2024 and 2023. As of December 31, 2024, there
was no unrecognized compensation expense related to stock options.

 NOTE
10 – INCOME TAXES

 The
provision for income taxes consists of:

of Income Tax Provision

 Year Ended December 31,

 2024

 2023

 Current tax expense:

 Federal

 $
 3,122

 $
 4,296

 State

 145,049

 36,702

 Current tax expense

 148,171

 40,998

 Deferred tax benefit:

 Federal

 ( 333,093
)

 ( 425,065
)

 State

 ( 41,877
)

 ( 103,794
)

 Deferred tax benefit

 ( 374,970
)

 ( 528,859
)

 Total

 $
 ( 226,799
)

 $
 ( 487,861
)

 The
effective income tax rate differs from the federal statutory rate as follows:

 Year Ended December 31,

 2024

 2023

 Federal statutory rate

 21.00 %

 21.00 %

 State taxes, net of federal benefit

 - 21.76 %

 2.69 %

 Permanent differences

 - 5.90 %

 - 3.24 %

 Prior year adjustments

 - 6.54 %

 - 3.07 %

 Changes in State Blended Tax Rate and Other

 - 6.16 %

 11.55 %

 General Business Credit

 85.16 %

 0.00 %

 Total

 65.80%

 28.93%

 Changes
in the tax rate are detailed in the table above. Permanent differences for the periods consist primarily of changes in non-deductible
gifts, meals and entertainment as well as political contributions. Changes in tax rate are detailed above. The
claiming of general business credits related to amended returns to claim the credit for employer social security and medicare taxes paid
on certain employee tips which include carryforwards and permanent item addbacks have a disproportional impact on the rate.

 Net
deferred tax assets and (liabilities) at December 31 consist of:

of Net Deferred Tax Assets and Liabilities

 2024

 2023

 Net Operating Losses

 $
 1,042,956

 $
 1,246,963

 Other

 425,215

 320,451

 Prepaid expenses

 ( 134,527
)

 ( 68,926
)

 Depreciation

 ( 3,804,348
)

 ( 4,033,750
)

 Inventory

 ( 646,710
)

 ( 576,075
)

 General Business Credits

 303,733

 -

 Section 163(j) Carryforward

 277,033

 199,719

 Net noncurrent deferred tax liability

 ( 2,536,648
)

 $
 ( 2,911,618
)

 Valuation allowance

 -

 -

 Total

 ( 2,536,648
)

 ( 2,911,618
)

 The
Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not that the tax positions will be sustained
on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest
benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Interest and penalties related to income tax
matters are recognized in income tax expense. The Company recognized no uncertain tax positions, or any accrued interest and penalties
associated with uncertain tax positions as of December 31, 2024 and 2023.

 FASB
ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset
to the extent that management assesses that realization is "more likely than not." Realization of the future tax benefits
is dependent on the Company's ability to generate sufficient taxable income within the carryforward period. Management believes
that the Company will generate sufficient taxable income in the timeframe required to utilize existing net operating losses and therefore
no valuation allowance has been recognized.

 As
of December 31, 2024, the Company has federal net operating loss carryforward of $ 4,094,216 that do not expire, state net operating loss
carryforwards of $ 3,049,143 which will start expiring in 2033.

 NOTE
11 – RELATED PARTY TRANSACTIONS

 The
Company provides living accommodations in a residence on the Company's premises, at its convenience, for the Company's chief
executive officer ("CEO"). The CEO provides security and lock-up services and is required to live on premises as a condition
of his employment. Over the years the Company has recorded annual expenses less than $12,000, exclusive of depreciation, related to the
housing provided for its CEO.

 The
Company engages James Ellis a Board member for consulting services. The amount of this compensation was $9,865 in 2024 and $9,446 in
2023.

 The Willamette Wineworks lease discussed in Note
12 is with a related party. The Company paid $ 136,863 and $ 128,919 related to this lease for the years ended December 31, 2024 and 2023,
respectively.

 NOTE
12 – COMMITMENTS AND CONTINGENCIES

 Litigation
 – From time to time, in the normal course of business, the Company is a party to legal proceedings. Management believes that
these matters will not have a material adverse effect on the Company's financial position, results of operations or cash flows,
but, due to the nature of litigation, the ultimate outcome of any potential actions cannot presently be determined.

 Operating
leases – Vineyard - In December 1999, under a sale-leaseback agreement, the Company sold approximately 79 acres of the Tualatin
Vineyards property with a net book value of approximately $1,000,000 for approximately $ 1,500,000 cash and entered into a 20 year operating
lease agreement, with three five-year extension options, and contains an escalation provision of 2.5% per year. The Company extended
the lease in January 2019 until January 2025. The Company extended the lease in July 2024 until January 2030. This property is referred
to as the Peter Michael Vineyard and includes approximately 69 acres of producing vineyards. For right of use asset and liability calculations
the Company has concluded it is reasonably certain to extend available options through January 2035.

 In
 December 2004, under a sale-leaseback agreement, the Company sold approximately 75 acres of the Tualatin Vineyards property with a net
book value of approximately $551,000 for approximately $ 727,000 cash and entered into a 15 year operating lease agreement, with three
five-year extension options, for the vineyard portion of the property. The first two five year extensions have been exercised. The lease
contains a formula-based escalation provision with a maximum increase of 4% every three years. This property is referred to as the Meadowview
Vineyard and includes approximately 49 acres of producing vineyards. For right of use asset and liability calculations the Company has
concluded it is reasonably certain to extend available options through November 2033.

 In
 February 2007, the Company entered into a lease agreement for 59 acres of vineyard land at Elton Vineyard. In June 2021 the Company entered
into a new 11 year lease for this property. The lease contains an escalation provision tied to the CPI not to exceed 2% per annum. This
property includes 54 acres of producing vineyards and 2 additional plantable acres. For right of use asset and liability calculations
the Company has concluded it is reasonably certain to extend available options through December 2031.

 In
 July 2008, the Company entered into a 34 year lease agreement with a property owner in the Eola Hills for approximately 110 acres adjacent
to the existing Elton Vineyards site. These 110 acres are being developed into vineyards. Terms of this agreement contain rent increases,
that rise as the vineyard is developed, and contains an escalation provision of CPI plus 0.5% per year capped at 4%. This property is
referred to as part of Ingram Vineyard and includes 93 acres of producing vineyards and 17 additional plantable acres. For right of use
asset and liability calculations the Company has concluded it is reasonably certain to extend available options through December 2053.

 In
 March 2017, the Company entered into a 25 -year lease for approximately 17 acres of agricultural land in Dundee, Oregon. This lease contains
an annual payment that remains constant throughout the term of the lease. This property is referred to as part of Bernau Estate Vineyard
and includes 9 acres of producing vineyards.

 Operating
Leases – Non-Vineyard – In September 2018, the Company renewed an existing lease for three years, with two one-year renewal
options, for its McMinnville tasting room. In May 2022 the Company amended the lease to extend the lease to August 2025 with one three
year renewal option and defined payments over the term of the lease. For right of use asset and liability calculations the Company has
not included the renewal option.

 In
 January 2018, the Company assumed a lease, through December 2022, for its Maison Bleue tasting room in Walla Walla, Washington. In January
2023, the Company entered into a new lease to December 2027 with one five year renewal option, and defined payments over the term of
the lease. For right of use asset and liability calculations the Company has not included the renewal option.

 In
 February 2020, the Company entered into a lease for 5 years, with three five-year renewal options for a retail wine facility in Folsom,
California, referred to as Willamette Wineworks. The lease contains an escalation provision tied to the CPI not to exceed 3% per annum
with increases not allowed in any year being carried forward to the following years. In January 2025 the Company amended the renewal
options and extended the lease until February 2026. For right of use asset and liability calculations the Company has concluded it is
reasonably certain to extend available options through February 2040.

 In
 March 2021, the Company entered into a lease for 10 years, with two five-year renewal options for a retail wine facility in Vancouver,
Washington. The lease defines the payments over the term of the lease and option periods. For right of use asset and liability calculations the Company has concluded it is reasonably certain to extend available options through August 2041.

 In
 February 2022, the Company entered into a lease for 10 years, with three five-year renewal options for a retail wine facility in Lake
Oswego, Oregon. The lease defines the payments over the term of the lease and option periods. For right of use asset and liability calculations the Company has concluded it is reasonably certain to extend available options through January 2042.

 In
 May 2022, the Company entered into a lease for 10 years, with two five-year renewal options for a retail wine facility in Happy Valley,
Oregon. The lease defines the payments over the term of the lease and option periods. For right of use asset and liability calculations the Company has concluded it is reasonably certain to extend available options through May 2042.

 In
 January 2023, the Company entered into a lease for 10 years, with three five-year renewal options for a retail wine facility in Bend,
Oregon. The lease defines the payments over the term of the lease. For right of use asset and liability calculations the Company has
not included the renewal option.

 The
following tables provide lease cost and other lease information:

of Lease Cost and Other Lease Information

 Year Ended December 31,

 2024

 2023

 Lease Cost

 Operating Lease cost - Vineyards

 $
 459,128

 $
 459,128

 Operating Lease cost - Other

 989,662

 879,930

 Short-term lease cost

 36,767

 39,644

 Total Lease Cost

 $
 1,485,557

 $
 1,378,702

 Other information

 Cash paid for amounts included in the measurement of lease liabilities,

 Operating cash flows from operating leases - Vineyard

 462,360

 456,949

 Operating cash flows from operating leases - Other

 878,183

 836,465

 Weighted-average remaining lease term - Operating leases (in years)

 14.82

 15.78

 Weighted-average discount rate - Operating leases

 7.64
 %

 7.87
 %

 Right-of-use
assets obtained in exchange for new operating lease obligations were $438,572 and $3,674,710 for the years ended December 31 2024 and
2023, respectively.

 As
of December 31, 2024, maturities of lease liabilities were as follows:

of Maturities of Lease Liabilities

 Operating

 Years Ended December 31,

 Leases

 2025

 $
 1,333,068

 2026

 1,312,758

 2027

 1,373,710

 2028

 1,366,420

 2029

 1,376,565

 Thereafter

 13,861,091

 Total minimal lease payments

 20,623,612

 Less present value adjustment

 ( 8,787,065
)

 Operating lease liabilities

 11,836,547

 Less current lease liabilities

 ( 481,801
)

 Lease liabilities, net of current portion

 $
 11,354,746

 Grape
Purchases – The Company has entered into long-term grape purchase agreements with a number of Willamette Valley wine grape
growers. With these agreements the Company purchases an annually agreed upon quantity of fruit, at pre-determined prices, within strict
quality standards and crop loads. The Company cannot calculate the minimum or maximum payment as such a calculation is dependent in large
part on unknowns such as the quantity of fruit needed by the Company and the availability of grapes produced that meet the strict quality
standards in any given year. If no grapes are produced that meet the contractual quality levels, the grapes may be refused, and no payment
would be due. The Company purchased grapes amounting to $ 2,956,866 and $ 5,255,055 during the years ended December 31, 2024 and 2023,
respectively. The Company had an outstanding balance due on grape purchase agreements of $ 1,519,087 and $ 2,446,233 as of December 31,
2024 and 2023, respectively.

 NOTE
13 – EMPLOYEE BENEFIT PLAN

 In
February 2006, the Company instituted a 401(k) profit sharing plan (the "Plan") covering all eligible employees. Employees
who participate may elect to make salary deferral contributions to the Plan up to 100% of the employees' eligible payroll subject
to annual Internal Revenue Code maximum limitations. The Company may make a discretionary contribution to the entire qualified employee
pool, in accordance with the Plan. For the years ended December 31, 2024, and 2023, there were $ 196,418 and $ 186,460 of contributions
made by the Company to the Plan, respectively.

 NOTE
14 – SALE OF PREFERRED STOCK

 On
July 1, 2022, the Company filed a shelf Registration Statement on Form S-3 (the "July 2022 Form S-3") with the United States
Securities and Exchange Commission (the "SEC") pertaining to the potential future issuance of one or more classes or series
of debt, equity, or derivative securities. The maximum aggregate offering amount of securities sold pursuant to the June 2022 Form S-3
is not to exceed $20,000,000. From August 1, 2022 to November 1, 2022 the Company filed with the SEC four Prospectus Supplements to the
July 2022 Form S-3, pursuant to which the Company proposed to offer and sell, on a delayed or continuous basis, up to an aggregate of
1,076,578 shares of Series A Redeemable Preferred Stock having proceeds not to exceed an aggregate of $5,636,714. Each of these Prospectus
Supplements established that our shares of preferred stock were to be sold in one to three offering periods offering prices including
$5.15 per share, $5.25 per share and $5.35 per share. Net proceeds of $3,558,807 have been received under these offerings as of December
31, 2024 for the issuance of Preferred Stock.

 On
June 30, 2023, the Company filed with the SEC a Prospectus Supplement to the July 2022 Form S-3, pursuant to which the Company proposed
to offer and sell, on a delayed or continuous basis, up to 727,835 shares of Series A Redeemable Preferred Stock having proceeds not
to exceed $3,530,000. This Prospectus Supplement established that our shares of preferred stock were to be sold in two offering periods
with two separate offering prices beginning with an offering price of $4.85 per share and concluding with an offering of $5.35 per share.
On October 27, 2023, the Company filed with the SEC a Prospectus Supplement to the July 2022 Form S-3, pursuant to which the Company
proposed to offer and sell, on a delayed or continuous basis, up to 288,659 shares of Series A Redeemable Preferred Stock having proceeds
not to exceed $1,400,000. This Prospectus Supplement established that our shares of preferred stock were to be sold in one offering period
with an offering price of $4.85 per share. Net proceeds of $3,938,066 have been received under these offerings as of December 31, 2024
for the issuance of Preferred Stock.

 Shareholders
have the option to receive dividends as cash or as a gift card for purchasing Company products. The amount of unused dividend gift cards
at December 31, 2024 and December 31, 2023 was $ 1,853,982 and $ 1,480,138, respectively, and is recorded as unearned revenue on the balance
sheets. Revenue from gift cards is recognized when the gift card is redeemed by a customer. When the likelihood of a gift card being
redeemed by a customer is determined to be remote and the Company expects to be entitled to the breakage, then the value of the unredeemed
gift card is recognized as revenue. We determine the gift card breakage rate based upon Company-specific historical redemption patterns.
To date we have determined that no breakage should be recognized related to our gift cards.

 Dividends
accrued but not paid will be added to the liquidation preference of the stock until the dividend is declared and paid. At any time after
June 1, 2021, the Company has the option, but not the obligation, to redeem all of the outstanding preferred stock in an amount equal
to the original issue price plus accrued but unpaid dividends and a redemption premium equal to 3% of the original issue price.

 NOTE
15 – SEGMENT REPORTING

 The
Company has identified two operating segments, Direct Sales and Distributor Sales, based upon their different distribution channels,
margins and selling strategies. Direct Sales include retail sales in the tasting rooms, wine club sales, internet sales, on-site events,
kitchen and catering sales and other sales made directly to the consumer without the use of an intermediary, including sales of bulk
wine or grapes. Distributor Sales include all sales through a third party where prices are given at a wholesale rate. The accounting
policies of the two segments are the same as those described in the summary of significant accounting policies. The Company does not
have intra-entity sales or transfers.

 The
two segments reflect how the Company's operations are evaluated by senior management and the structure of its internal financial
reporting. The Company evaluates performance based on the gross profit of the respective business segments. All expense categories on
the statements of operations are significant and there are no other significant segment expenses that would require disclosure.
Selling expenses that can be directly attributable to the segment, including depreciation of segment specific assets, are included, however,
centralized selling expenses and general and administrative expenses are not allocated between operating segments. Therefore, net income
(loss) information for the respective segments is not available. Discrete financial information related to segment assets, other than
segment specific depreciation associated with selling, is not available and that information continues to be aggregated.

 The
Company's Chief Executive Officer (CEO) uses results from operations to assess operating performance as compared to
prior results, the annual operating plan and our competitors. The CEO uses this information to allocate future operating and capital
expenditures.

 The
following table outlines the sales, cost of sales, gross margin, directly attributable selling expenses, and contribution margin of the
segments for the years ended December 31, 2024 and 2023. Sales figures are net of related excise taxes.

 Schedule of Segment reporting

 Twelve
 Months Ended December 31,

 Sales

 Distributor
 Sales

 Unallocated

 Total

 2024

 2023

 2024

 2023

 2024

 2023

 2024

 2023

 Sales,
 net

 $
 21,254,929

 $
 20,518,872

 $
 18,527,513

 $
 18,617,242

 $
 -

 $
 -

 $
 39,782,442

 $
 39,136,114

 Cost
 of sales

 6,125,321

 6,159,109

 9,461,665

 10,419,877

 -

 -

 15,586,986

 16,578,986

 Gross
 margin

 15,129,608

 14,359,763

 9,065,848

 8,197,365

 -

 -

 24,195,456

 22,557,128

 Selling
 expenses

 14,069,163

 14,327,967

 2,072,378

 2,145,576

 978,296

 1,090,560

 17,119,837

 17,564,103

 Contribution
 margin

 $
 1,060,445

 $
 31,796

 $
 6,993,470

 $
 6,051,789

 Percent
 of sales

 53.4
 %

 52.4
 %

 46.6
 %

 47.6
 %

 General
 and administrative expenses

 6,503,761

 6,200,227

 6,503,761

 6,200,227

 Income
 (loss) from operations

 $
 571,858

 $
 ( 1,207,202
)

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

 Net
direct-to-consumer sales, including bulk wine, miscellaneous sales, and grape sales, represented approximately 53.4% and 52.4% of total
net sales for 2024 and 2023, respectively.

 Net
sales through distributors represented approximately 46.6% and 47.6% of total net sales for 2024 and 2023, respectively.

 NOTE
16 – SUBSEQUENT EVENTS

 Subsequent
events are events or transactions that occur after the balance sheet date but before financial statements are issued. The Company recognizes
in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the
date of the balance sheet, including the estimates inherent in the process of preparing the financial statements. The Company's
financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the date of the
balance sheet but arose after the balance sheet date and before financial statements are issued. See Note 5.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None

 ITEM
9A. CONTROLS AND PROCEDURES

 Disclosure
Controls and Procedures

 We
carried out an evaluation as of the end of the period covered by this Annual Report on Form 10-K, under the supervision and with the
participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-5(e) under the Exchange Act) pursuant to paragraph (b) of
Rules 13a-15 and 15d-5 under the Exchange Act. Based on that review, our Chief Executive Officer and our Chief Financial Officer have
concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures are effective
to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act: (1) is recorded, processed,
summarized, and reported within the time periods specified in the SEC's rules and forms; and (2) is accumulated and communicated
to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions
regarding required disclosure.

 It
should be noted that any system of controls is based in part upon certain assumptions designed to obtain reasonable (and not absolute)
assurance as to its effectiveness, and there can be no assurance that any design will succeed in achieving its stated goals.

 Internal
Control over Financial Reporting

 Management's
Report on Internal Control over Financial Reporting

 The
Company's management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's
internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of the Company's
financial reporting and the preparation of the Company's financial statements for external purposes in accordance with generally
accepted accounting principles. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under
the Exchange Act and includes those policies and procedures that: (a) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the Company's assets; (b) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that the Company's receipts and expenditures are being made only in accordance with authorizations of the Company's
management and directors; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the Company's assets that could have a material effect on the Company's financial statements. All internal
controls, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide
only reasonable assurance with respect to financial statement preparation and presentation.

 The
Company's management assessed the effectiveness of the Company's internal control over financial reporting as of December
31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control – Integrated Framework (2013). Based on this assessment, management has concluded that, as
of December 31, 2024, our internal control over financial reporting was effective.

 Changes
in Internal Control over Financial Reporting

 There
have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rule 13a-15(f)
and 15d-15(f) under the Exchange Act) during the Company's fourth fiscal quarter that our certifying officers concluded materially
affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

 ITEM
9B. OTHER INFORMATION

 None.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 None.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The
following table sets forth certain information regarding the Company's directors and executive officers:

 Group

 Term

 Name

 Position(s) with the Company

 Age

 Number

 Ends

 James W. Bernau (3)

 Chairperson of the Board, CEO

 I

 2026

 President and Director

 Craig Smith (2)(3)(4)

 Secretary and Director

 II

 2027

 John Ferry

 Chief Financial Officer

 NA

 NA

 James L. Ellis (3)

 III

 2025

 Sean M. Cary (2)

 I

 2026

 Stan G. Turel (1)(2)(3)(4)

 II

 2027

 Sarah Rose

 II

 2027

 Cara Pepper Day (1)

 III

 2025

 (1)
 Member
of the Compensation Committee

 (2)
 Member
of the Audit Committee

 (3)
 Member
of the Executive Committee

 (4)
 Member
of the Capital Development Committee

 All
directors hold office until the end of their term's respective annual meeting of shareholders or until their successors have been
elected and qualified. Executive officers are appointed by the Board and serve at the pleasure of the Board. The Board is divided into
three groups (I, II, and III). Each director shall serve for a term ending on the date of the third annual meeting following the annual
meeting at which such director was elected.

 There
are no family relationships among any of our current directors or executive officers. Set forth below is additional information about
each director and executive officer of the Company.

 James
W. Bernau – Mr. Bernau has been President and Chief Executive Officer of the Company and Chairperson of the Board of Directors
of the Company since its inception in May 1988. Mr. Bernau, an Oregon winegrower, originally established Willamette Valley Vineyards
as a sole proprietorship in 1983, and he co-founded the Company in 1988 with Salem grape grower, Donald Voorhies. From 1981 to September
1989, Mr. Bernau was Director of the Oregon Chapter of the National Federation of Independent Businesses ("NFIB"), an association
of 15,000 independent businesses in Oregon. Mr. Bernau has served as the President of the Oregon Winegrowers Association and the Treasurer
of the association's Political Action Committee (PAC) and Chair of the Promotions Committee of the Oregon Wine Advisory Board,
the State of Oregon's agency dedicated to the development of the industry. In March 2005, Mr. Bernau received the industry's
Founder's Award for his service. Mr. Bernau's qualifications to serve on the Company's Board of Directors include his
more than 30 years of leadership of the Company and his industry experience and contacts.

 Craig
Smith, MBA, JD – Mr. Smith has served as a director since October 2007 and as Secretary since 2009. For over 20 years Mr. Smith
served as the Vice President/Chief Financial Officer of Chemeketa Community College in Salem, Oregon. He was an Adjunct Professor at
the Atkinson Graduate School of Management at Willamette University, as well as Managing Partner of Faler, Grove, Mueller & Smith,
a large local CPA firm. He has served on many State of Oregon commissions and as the Board Chairperson for many of the local non-profit
and educational institutions including the Salem Keizer School Board, Chemeketa Community College Board of Education, Oregon State Fair
Council, Oregon Fair Dismissal Appeals Board, Mid-Willamette Valley Council of Governments, Oregon School Boards Association and the
United Way. Now retired Mr. Smith was a member of the Oregon State Bar as well as a Certified public accountant. Mr. Smith's qualifications
to serve on the Company's Board of Directors include his financial and accounting experience.

 John
Ferry – Mr. Ferry has served as Chief Financial Officer of the Company since September 2019, and served as President of Contact
Industries, a wood products-based OEM supplier, from November 2014 until July 2019. He served as CFO of Lifeport Inc., a division of
Sikorsky Aircraft, from April 2012 to November 2014. Further, he has served in senior financial leadership positions in various Aerospace-related
industries dating back to 1996. Mr. Ferry has earned an Executive MBA from Bath University, in England, and a MA Hon's degree in
Accounts/Economics from Dundee University in Scotland.

 James
L. Ellis – Mr. Ellis has served as a director since July 1991. Mr. Ellis retired from full time duties with the Company in
July of 2009. He currently serves as the Company's ombudsman and works part-time on selected projects. Mr. Ellis previously served
as the Company's Director of Human Resources from 1993 to 2009. He was the Company's Secretary from 1997 to 2009, and Vice
President /Corporate from 1998 to 2009. From 1990 to 1992, Mr. Ellis was a partner in Kenneth L. Fisher, Ph. D. & Associates, a management-consulting
firm. From 1980 to 1990, Mr. Ellis was Vice President and General Manager of R.A. Kevane & Associates, a Pacific Northwest personnel-consulting
firm. From 1962 to 1979, Mr. Ellis was a member of and administrator for the Christian Brothers of California, owner of Mont La Salle
Vineyards and producer of Christian Brothers wines and brandy. Mr. Ellis' qualifications to serve on the Company's Board
of Directors include his prior experience as a member of the Company's senior management, as well as more than 40 years of business
experience.

 Sean
M. Cary – Mr. Cary has served as a director since July 2007. Mr. Cary is the Chief Financial Officer of Pacific Excavation,
Inc., a Eugene, Oregon based heavy and civil engineering contractor. Previously, Mr. Cary served as the CFO of CBT Nuggets, LLC, the
Corporate Controller of National Warranty Corporation, the CFO of Cascade Structural Laminators and prior to that as Controller of Willamette
Valley Vineyards. Mr. Cary served in the U.S. Air Force as a Financial Officer. Mr. Cary holds a Master of Business Administration degree
from the University of Oregon and a Bachelor of Science Degree in Management from the U.S. Air Force Academy. Mr. Cary's qualifications
to serve on the Company's Board of Directors include his financial and accounting expertise.

 Stan
G. Turel – Mr. Turel has served as a director since November 1994. Mr. Turel is President of Turel Enterprises, a real estate
management company managing his own properties in Oregon, Washington and Idaho and is President of Columbia Pacific Tax in Bend, Oregon.
Prior to his current activities, Mr. Turel was the Principal and CEO of Columbia Turel, (formerly Columbia Bookkeeping, Inc.) a position
which he held from 1974 to 2001. Prior to the sale of the company to Fiducial, one of Europe's largest accounting firms, Columbia
had approximately 26,000 annual tax clients including approximately 4,000 small business clients. Additionally, Mr. Turel successfully
operated as majority owner of two cable TV companies during the 80's and 90's which were eventually sold to several public
corporations. Mr. Turel is a pilot, author, was a former delegate to the White House Conference on Small Business and held positions
on several state and local Government committees. Mr. Turel's qualifications to serve on the Company's Board of Directors
include his more than 20 years of accounting and business management experience.

 Cara Pepper Day – Ms. Pepper Day joined
the Board on July 16, 2022. She has spent the last 13 plus years in technology specific to beverage alcohol with GreatVines, Andavi Solutions,
and Crafted ERP by Doozy Solutions. From February 2011 to May 2021, Ms. Pepper Day anchored the Sales and Success teams at GreatVines
rising to Director of Customer Success. From May 2021 to November 2021 Ms. Pepper Day served as VP of Customer Success at Andavi Solutions.
In November of 2021 Ms. Pepper Day joined the team at Crafted ERP by Doozy Solutions. With the industry shift and need for more sales
and distributor collaboration support she has recently rejoined the team at Andavi Solutions as the VP of Customer Development.
Ms. Pepper Day holds a Bachelor of Arts degree from Linfield University in Mathematics. She was awarded the Willamette Valley Vineyards
Bacchus Employee of the Year award in 2006. Ms. Pepper Day's qualifications to serve on the Board include her breadth of sales,
technology and beverage industry understanding and experience.

 Sarah
Rose – Ms. Rose joined the Board on July 16, 2022. Ms. Rose started her career at WVV as a marketing intern and worked in
the tasting room during her time at Willamette University where she received a Bachelor of Arts in Anthropology. Ms. Rose has 15+
years of experience innovating and implementing marketing and event campaigns – including seven years (from 2015 – 2022)
for Compass Group at Microsoft, where she was responsible for the customer experience including storytelling, events, and
communications for 40,000+ Microsoft employees on the expansive Puget Sound campus. While she also spent some time working for
a start-up (2023-2023), she has rejoined the food and hospitality industry once again at Compass Group at Amazon in 2023, responsible for
the events, marketing and storytelling across the enterprise at Amazon. Ms. Rose is also on her local school's PTA
board in Communications. Ms. Rose's qualifications to serve on the Board include her marketing, event, and hospitality
expertise.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Exchange Act requires the Company's officers, directors and persons who own more than 10% of a registered class of
the Company's equity securities to file certain reports with the SEC regarding ownership of, and transactions in, the Company's
securities. These officers, directors and stockholders are also required by SEC rules to furnish the Company with copies of all Section
16(a) reports that are filed with the SEC. Based solely on a review of copies of such forms received by the Company and written representations
received by the Company from certain reporting persons, the Company believes that except for one Form 4 that was filed late by Jim Bernau
and two Form 4's that were filed late by Stanley Turel, all Section 16(a) reports required to be filed by the Company's executive
officers, directors and 10% stockholders were filed on a timely basis for the year ended December 31, 2024.

 Code
of Ethics

 The
Company has adopted a code of ethics applicable to its principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions, which is a "code of ethics" as defined by applicable SEC
rules. A copy of the Company's Code of Business Conduct and Ethics is posted on the Company's web site, www.wvv.com.
Amendments to the Company's Code of Business Conduct and Ethics or any grant of a waiver from a provision of the Company's
Code of Business Conduct and Ethics requiring disclosure under applicable SEC rules, if any, will be disclosed on the Company website.
Any person may request a copy of the Company's Code of Business Conduct and Ethics, at no cost, by writing to the Company at the
following address:

 Willamette
Valley Vineyards, Inc.

Attention: Corporate Secretary

8800 Enchanted Way SE

Turner, OR 97392

 Audit
Committee

 The
Company has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.
The members of the Audit Committee are Craig Smith, Sean Cary and Stan G. Turel. All members of the Audit Committee are independent as
defined under the applicable rules and regulations of the SEC and the director independence standards of NASDAQ, as currently in effect.
Sean Cary serves as chair of the committee.

 Audit
Committee Financial Expert

 Craig
Smith serves as the Audit Committee's "financial expert" as defined in applicable SEC rules and NASDAQ listing standards.
Mr. Smith is independent as defined under the applicable rules and regulations of the SEC and the director independence standards of
NASDAQ, as currently in effect.

 Insider
Trading Policy

 The
Company has adopted insider trading policies and procedures governing the purchase, sale and/or other dispositions of its securities
by directors, officers and employees (or the Company itself) that are reasonably designed to promote compliance with insider trading
laws, rules and regulations and any applicable listing standards.

 ITEM
11. EXECUTIVE COMPENSATION

 Summary
Compensation Table

 The
following table sets forth certain information concerning compensation paid or accrued by the Company, to or on behalf of the Company's
principal executive officer, James W. Bernau and Chief Financial Officer, John Ferry for the fiscal years ended December 31, 2024 and
December 31, 2023. No other executive officer of the Company received total compensation in 2024 in excess of $100,000, and thus disclosure
is not required for any other person.

 Summary
compensation information is as follows:

 Summary Compensation Table

 Nonqualified

 Non-equity

 Deferred

 All

 Name,

 Stock

 Option

 Incentive Plan

 Comp.

 Other

 Principal Position

 Year

 Salary

 Bonus

 Awards

 Awards

 Earnings

 Comp.*

 Total

 Bernau, James W.,

 President, Chief Executive

 2024

 $
 330,607

 $
 30,097

 $
 -

 $
 -

 $
 -

 $
 -

 $
 90,515

 $
 451,219

 President, Chief Executive

 2023

 $
 321,236

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 87,638

 $
 408,874

 John Ferry

 Chief Financial Officer

 2024

 $
 204,711

 $
 -

 $
 -

 $
 -

 $
 24,000

 $
 -

 $
 9,148

 $
 237,859

 Chief Financial Officer

 2023

 $
 198,790

 $
 -

 $
 -

 $
 -

 $
 24,000

 $
 -

 $
 8,912

 $
 231,702

 *
 All
other compensation includes Company payments for medical insurance, value of lodging, Board of Director stipends, life insurance payments
and Company 401(k) matching contributions.

 Bernau
Employment Agreement – The Company and Mr. Bernau are parties to an employment agreement dated August 3, 1988, as amended on
February 20, 1997, in January of 1998, in November 2010, and again on November 8, 2012 (the "Bernau Employment Agreement").
Under the Bernau Employment Agreement, Mr. Bernau is paid an annual salary with annual increases tied to increases in the consumer price
index. Mr. Bernau's 2024 bonus is calculated as a percentage of Company net income before taxes: 5% on the first $1.75 million
of pre-tax income, and 7.5% on pre-tax net income over $1.75 million, not to exceed his current yearly base salary. Additionally, Mr.
Bernau participates in the Company's employer-sponsored 401(k) plan. Pursuant to the Bernau Employment Agreement, the Company provides
Mr. Bernau with housing on the Company's property. Mr. Bernau resides in the estate house, free of rent, which is also used to
accommodate overnight stays for Company guests. Mr. Bernau resides in the residence for the convenience of the Company and must continue
to reside there for the duration of his employment in order to provide additional security and lock-up services for late evening events
at the Estate Winery. The Bernau Employment Agreement provides that Mr. Bernau's employment may be terminated only for cause, which
is defined as non-performance of his duties or conviction of a crime.

 Ferry
Employment Agreement – The Company and Mr. Ferry are parties to an employment agreement dated September 11, 2019 (the "Ferry
Employment Agreement"). Under the Ferry Employment Agreement, Mr. Ferry is paid an annual salary that is both reviewed and subject
to adjustment annually. Mr. Ferry is also eligible to receive an annual performance-based incentive payment that is reviewed and subject
to adjustment. Mr. Ferry is also due a retention payment of $150,000 if he is with the Company through April 30, 2026.

 Outstanding
Equity Awards at Fiscal Year-End

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

 Potential
Payments Upon Termination or Change In Control

 In
the event of a change in control of the Company, Mr. Ferry would be entitled to receive one year's salary.

 The
following table sets forth information concerning compensation of the Company's directors other than Mr. Bernau for the fiscal
year ended December 31, 2024:

 Change

 in Pension

 Value and

 Nonqualified

 Fees Earned

 Non-equity

 Deferred

 or

 Stock

 Option

 Incentive Plan

 All Other

 Name

 Paid in Cash

 Awards

 Awards

 Earnings

 Total

 James L. Ellis

 $
 3,250

 -

 -

 -

 -

 $
 9,865

 $
 13,115

 Sean M. Cary

 3,100

 -

 -

 -

 -

 -

 3,100

 Craig Smith

 2,700

 -

 -

 -

 -

 -

 2,700

 Stan G. Turel

 2,350

 -

 -

 -

 -

 -

 2,350

 Elizabeth Spencer*

 1,050

 -

 -

 -

 -

 -

 1,050

 Sarah Rose

 3,551

 -

 -

 -

 -

 -

 3,551

 Cara Pepper Day

 2,700

 -

 -

 -

 -

 -

 2,700

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

 Other
compensation for James L. Ellis includes a monthly stipend for ongoing consultation services as well as serving as administrator of any
potential employee complaint that might rise to the Board's level. The members of the Board received cash compensation for their
service on the Board in 2024 and are reimbursed for out-of-pocket and travel expenses incurred in attending Board meetings.

 In
January 2009, the Board, upon the recommendation of the Compensation Committee, who had sought outside counsel regarding revision of
the Company's Board compensation plan, adopted the final version of the revised WVV Board Member Compensation Plan (the "Board
Compensation Plan"). The Board Compensation Plan was updated at the Board meeting in February 2024 (the "Revised Plan").
Under the terms of the Revised Plan, any Board member may elect not to receive any or all of the compensation components. The Board also
reserved the right to suspend this plan at any time based on prevailing economic conditions and their impact on the Company. The Revised
Plan stipulates that each director receive: (i) a $1,000 yearly stipend for service on the Board; (ii) $500 per Board meeting; and (iii)
$200 per committee meeting.

 Policies
and Practices for Granting Certain Equity Awards

 As
noted below, we do not have any active equity compensation plans, and no options or other equity awards are outstanding. We do not currently
have any plans to issue any such awards. If and when we begin issuing such awards, we will take precautions reasonably designed to ensure
we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Equity
Compensation Plan Information

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

 Security
Ownership of Certain Beneficial Owners and Management

 The
following table sets forth certain information with respect to beneficial ownership of the Company's Common Stock as of March 25,
2025 by: (i) each person who beneficially owns more than 5% of the Company's Common Stock; (ii) each Director of the Company; (iii)
each of the Company's named executive officers; and (iv) all directors and executive officers as a group. Except as indicated in
the footnotes to this table, each person has sole voting and investment power with respect to all shares attributable to such person.

 Information
concerning persons who beneficially own more than 5% of the Company's common stock who are not otherwise affiliated with the Company
is based solely upon statements made in filings with the SEC or other information we believe to be reliable.

 Unless
otherwise noted, the address of each beneficial owner listed in the table is 8800 Enchanted Way SE Turner, OR 97392.

 Percent of

 Number of

 Shares

 Beneficial

 Shares Outstanding

 Beneficially

 Ownership

 Stock

 Owned (1)

 Denominator

 James W. Bernau, President/CEO, Chair of the Board

 370,380

 7.5%

 John Ferry, CFO

 -

 **

 James L. Ellis, Director

 19,865

 **

 Sean M. Cary, Director

 5,200

 **

 Stan G. Turel, Director

 16,827

 **

 Craig Smith, Director

 1,500

 **

 Sarah Rose, Director

 5,000

 **

 Cara Pepper Day, Director

 2,943

 **

 Christopher Riccardi

 385,485
 (2)

 7.8%

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

 Carl D. Thoma

 336,189
 (3)

 6.8%

 300 N. LaSalle St, Suite 4350. Chicago, IL 60654

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

 421,715

 8.5%

 **
 Less
than one percent

 (1)
 The
percentage of outstanding shares of common stock is calculated based on 4,964,529 shares of Common Stock outstanding as of March 25,
2025. Shares owned do not include ownership of preferred stock shares.

 (2)
 Based
on a Form 4 filed by Mr. Riccardi with the SEC on December 29, 2015.

 (3)
 Based
on a Schedule 13G/A filed by Mr. Thoma with the SEC on February 8, 2017. Beneficial ownership includes 139,429 shares held by the Carl
D. Thoma Roth IRA, TD Ameritrade Clearing Custodian for the benefit of Mr. Thoma.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 The
Company did not participate in any transactions with related persons for the year ended December 31, 2024 or 2023 that had a direct or
indirect material interest in an amount exceeding $120,000 and there are no currently proposed transactions with related persons that
exceed $120,000.

 All
proposed transactions between the Company and its officers, directors, and principal shareholders are required be approved by a disinterested
majority of the members of the Board and will be on terms no less favorable to the Company than could be obtained from unaffiliated third
parties.

 The
Board has determined that each of our directors, except Mr. Bernau and Mr. Ellis is "independent" within the meaning of the
applicable rules and regulations of the SEC and the director independence standards of NASDAQ, as currently in effect. Furthermore, the
Board has determined that, with the exception of the Executive Committee, each of the members of each of the committees of the Board
is "independent" under the applicable rules and regulations of the SEC and the director independence standards of NASDAQ,
as currently in effect.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 Moss
Adams LLP served as the Company's independent registered public accounting firm for the years ended December 31, 2024 and 2023.
Fees for professional services provided by our independent registered public accounting firm in each of the last two fiscal years, in
each of the following categories are:

 Years Ended December 31,

 2024

 2023

 Audit fees (1)

 $
 327,862

 $
 317,100

 Tax fees (2)

 60,800

 61,585

 $
 388,662

 $
 378,685

 (1)
 Audit
fees represent fees for services rendered for the audit of the Company's annual financial statements and other audit related, 401k
plan audit, review of prospectus supplement and review of the Company's quarterly financial statements.

 (2)
 Tax
fees represent fees for services rendered for tax compliance, tax advice and tax planning.

 Pre-approval
policies and procedures

 It
is the policy of the Company not to enter into any agreement for Moss Adams LLP to provide any non-audit services to the Company unless
(a) the agreement is approved in advance by the Audit Committee or (b) (i) the aggregate amount of all such non-audit services constitutes
no more than 5% of the total amount the Company pays to Moss Adams LLP during the fiscal year in which such services are rendered, (ii)
such services were not recognized by the Company as constituting non-audit services at the time of the engagement of the non-audit services
and (iii) such services are promptly brought to the attention of the Audit Committee and prior to the completion of the audit were approved
by the Audit Committee or by one or more members of the Audit Committee who are members of the Board to whom authority to grant such
approvals has been delegated by the Audit Committee. The Audit Committee will not approve any agreement in advance for non-audit services
unless (1) the procedures and policies are detailed in advance as to such services, (2) the Audit Committee is informed of such services
prior to commencement and (3) such policies and procedures do not constitute delegation of the Audit Committee's responsibilities
to management under the Exchange Act. In the fiscal years ended December 31, 2024 and 2023 all of the services performed by Moss Adams
LLP were pre-approved by the audit committee.

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 (a)

 The
 following documents are filed as part of this report:

 (1)

 Statements

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

 (2)

 Statement Schedules

 All
financial statement schedules are omitted either because they are not required, not applicable or the required information is included
in the financial statements or notes thereto.

 (3)

 Exhibits

 Exhibit

 Number

 Description

 3.1

 Articles
 of Incorporation of Willamette Valley Vineyards, Inc. (incorporated by reference from the Company's Regulation A Offering
 Statement on Form 1-A [File No. 24S-2996])

 3.2

 Amended
 and Restated Bylaws of Willamette Valley Vineyards, Inc. (incorporated by reference from the Company's Current Report
 on Form 8-K filed with the SEC on November 20, 2015 [File No. 001-37610])

 4.1

 Amended
 and Restated Certificate of Designation regarding the Series A Redeemable Preferred Stock (incorporated by reference from
 the Company's Current Report on Form 8-K filed with the SEC on March 16, 2016 [File No. 001-37610])

 4.2

 Description
 of Common Stock (incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December
 31, 2019 filed with the SEC on March 11, 2020 [File No. 001-37610])

 10.1

 Employment
 Agreement between Willamette Valley Vineyards, Inc. and James W. Bernau dated August 3, 1988 (incorporated by reference from
 the Company's Regulation A Offering Statement on Form 1-A [File No. 24S-2996])

 10.2

 Employment
 Agreement between Willamette Valley Vineyards, Inc. and John Ferry dated September 11, 2019 (incorporated by reference from
 the Company's Current Report on Form 8-K filed with the SEC on September 16, 2019 [File No. 001-37610])

 10.3

 Revolving
 Note and Loan Agreement dated May 28, 1992 by and between Northwest Farm Credit Services, Willamette Valley Vineyards, Inc. and James
 W. and Cathy Bernau (incorporated by reference from the Company's Regulation A Offering Statement on Form 1-A [File No.
 24S-2996])

 14.1

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

 23.1

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

 31.1

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

 31.2

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

 32.1

 Certification of James W. Bernau pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Furnished, not filed, herewith)

 32.2

 Certification of John Ferry pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Furnished, not filed, herewith)

 97.1

 Clawback Policy (incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
 2023 filed with the SEC on March 26, 2024 [File No. 001-37610])

 The
 following financial information from the Corporation's Annual Report on Form 10-K for the year ended December 31, 2024, furnished
 of Operations; (iii) Statements of Shareholders' Equity; (iv) Statements of Cash Flows; and (v) Notes to Financial Statements.
 (Filed herewith)

 The
 cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2024 has been formatted in Inline

 (1)

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

 (2)

 All
 financial statement schedules are omitted either because: (i) they are not required; (ii) they are not applicable; or (iii) the required
 information is included in the financial statements or notes thereto.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 (Registrant)

 By:

 /s/
 James W. Bernau

 James
 W. Bernau,

 Chairperson
 of the Board, President

 Date:
 March 25, 2025

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:

 Signature

 Title

 Date

 /s/
 James W. Bernau

 Chairperson
 of the Board,

 March

 James
 W. Bernau

 President

 (Principal
 Executive Officer)

 /s/
 John Ferry

 Chief
 Financial Officer

 March

 John
 Ferry

 (Principal

 and
 Accounting Officer)

 /s/
 James L. Ellis

 March

 James
 L. Ellis

 /s/
 Craig Smith

 March

 Craig
 Smith

 /s/
 Stan G. Turel

 March

 Stan
 G. Turel

 /s/
 Sean M. Cary

 March

 Sean
 M. Cary

 /s/
 Sarah Rose

 March

 Sarah
 Rose

 /s/
 Cara Pepper Day

 March

 Cara
 Pepper Day