UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 19, 2026

Willamette Valley Vineyards, Inc.

(Exact name of Company as specified in its charter)

Oregon

001-37610

93-0981021

(State or other

jurisdiction of

incorporation)

(Commission File No.)

(I.R.S. Employer

Identification No.)

8800 Enchanted Way SE

Turner, OR 97392

(Address of principal executive offices)

(503) 588-9463

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company o

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

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 19, 2026, the board of directors of Willamette Valley Vineyards, Inc. (the “Company”) appointed Mr. John Hazlett as the Company’s Chief Financial Officer effective May 20, 2026.

Mr. Hazlett, 51, has served as the founding partner of Trailwise Advisory Services, a provider of fractional CFO and financial advisory services, since January 2025. From December 2021 to December 2024, he served as Chief Financial Officer of RENA Technologies North America, a semiconductor equipment manufacturer. From March 2018 to March 2020, he served as Chief Financial Officer of Climax Portable Machine Tools. Earlier in his career, he held senior financial leadership roles at Eaton Corporation and Microsoft beginning in 2002. Mr. Hazlett holds an MBA from Baldwin Wallace University and a Bachelor of Science in Accounting and Finance from Bowling Green State University. He also maintains an active Certified Public Accountant license in the State of Ohio.

Mr. Hazlett was not appointed as the Company’s Chief Financial Officer pursuant to any arrangement or understanding with any other person.

Mr. Hazlett has no family relationships with any current director, director nominee, or executive officer of the Company, and there are no transactions or proposed transactions, to which the Company is a party, or intended to be a party, in which Mr. Hazlett has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K.

Under the terms of an employment agreement between Mr. Hazlett and the Company (the “Employment Agreement”) dated May 19, 2026, Mr. Hazlett will receive a base salary of $216,000 per year. Additionally, Mr. Hazlett is eligible to receive an annual performance-based incentive payment of up to $24,000. Performance goals will be established annually by the Company’s President.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete copy of the Employment Agreement which is filed herewith as Exhibit 10.1

Mr. Hazlett is replacing Mr. John Ferry who on February 12, 2026 announced his intention to retire as the Company’s Chief Financial Officer. Mr. Ferry will continue his employment with the Company during a yet to be determined transition period.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Offer of Employment dated May 19, 2026 between the Company and John Hazlett
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WILLAMETTE VALLEY VINEYARDS, INC.

Date: May 20, 2026	By:	/s/ JAMES W. BERNAU

		James W. Bernau
		President

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Exhibit 10.1

8800 Enchanted Way SE | Turner, Oregon 97392 | (503) 588-9463

www.WillametteValleyVineyards.com

Confidential Offer of Employment – Amended 5.17.2026 at 11:22AM PST

Date:

May 18, 2026

To:	John Hazlett

Dear John,

It is my pleasure to extend the following offer of employment to you on behalf of Willamette Valley Vineyards:

Title: Chief Financial Officer (Principal Financial Officer)

Reporting To:

President and Founder

Classification:

Regular Full Time

FLSA Designation:

Salaried/Exempt

Compensation:

Base rate: $216,000

Normal company pay days are on the 10th and 25th of each month.

Incentives:

Annual Performance-Based Incentive: Up to $24,000/year, paid quarterly, in accordance with mutually agreed upon work plan goals to be established with the CEO within 60 days of employment. First eligible payout, September 30th, 2026.

Executive Stock Incentive Plan: Will be evaluated by the Board’s Compensation Committee.

Start Date: May 20, 2026

Location: Based at the Estate in the Salem Hills (Turner, OR)

Benefits: PTO Vacation Time under the Executive Vacation Package as follows: 120 hours of PTO Vacation accelerated and awarded upon start date. Remaining PTO Vacation will be graduated and awarded in accordance with vest schedule and company policy. PTO Sick Time in accordance with State and Federal laws and regulations. Company health, life, and workers comp are offered per company policy and current plans. The employee contributions to payment of the benefit plans are determined annually. Other benefits include 401k in accordance with the company policy, employee discount, etc.

You (Employee) agree that during your employment with Willamette Valley Vineyards (the Company) and for a period of twelve (12) months after employment terminates unless otherwise stated:

●

The Employee shall not use or disclose any Company confidential information either during or after their employment with the Company. Confidential information includes, but is not limited to, sales prospect lists, relationships, and personnel information of the Company, disclosed or known by the Employee in the course of their employment with the Company, not generally known outside of the company and related to the actual or anticipated business of the Company.

●

The Employee will not disclose any details regarding the methods and/or benefits of “affinity group” funding for a period of five (5) years after leaving the Company. Employee acknowledges that the Company shall own confidential information, inventions and other writings, marks or processes related to the Employer’s business that the Employee creates or develops during their employment with the Company. Employee shall immediately notify the Company if they create, develop or discover any item that, under the terms of the clause, belongs to the Company and the Employee will cooperate in the Company’s efforts to secure its rights to any such item.

●

The Employee agrees that all intellectual property, including images and electronic data, remains the sole property of the Company.

●

The Employee agrees to allow the Company to use their name, photograph, and professional history in its advertising, storytelling, sales, and Company informational material without further compensation, including any of these items produced while employed at the Company and used after separation.

●

The Employee will not directly or indirectly solicit or sell any product or service that the Company provides to those persons or entities who are the Company’s customers or prospects. The Company’s customers or prospects shall include, but is not limited to, any persons or entities who have done business with the Company or has been identified as a prospective Company customer within one (1) year prior to the Employee’ separation from employment. The Employee agrees not to solicit such customers or prospects on behalf of the Employee or any other person, company, or corporation, including the Employee’s own business.

●

The Employee will not directly or indirectly induce, or endeavor to induce, any customers, prospects, vendors, or suppliers for the Company to not do business with or limit business with the Company.

●

The Employee will not directly or indirectly induce, or endeavor to induce, any employee of the Company to terminate such employment.

This offer of employment is contingent upon Board of Director approval and SEC and other regulatory compliance agencies, as well as successfully passing a criminal background and reference checks.

Your employment at Willamette Valley Vineyards is at-will and either party can terminate the relationship at any time with or without cause and with or without notice. You acknowledge that this offer letter, (along with all referenced documents provided to date), represents the entire agreement between you and Willamette Valley Vineyards and that no verbal or written agreements, promises or representations that are not specifically stated in this offer, are or will be binding upon Willamette Valley Vineyards.

If you are in agreement with the above outline, please sign below. Please indicate your acceptance by signing and returning this letter by Monday, May 18, 2026.

Signatures:

/s/ John Hazlett		5/18/2026
John Hazlett		Date

/s/ Jim Bernau		5/19/2026
Jim Bernau, President and Founder		Date