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

May 22, 2025

Date of report (Date of earliest event reported)

NUVERA COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Minnesota	0-3024	41-0440990
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

27 North Minnesota Street

New Ulm, Minnesota 56073

(Address of principal executive offices, including zip code)

(507) 354-4111

(Registrant's telephone number, including area code)

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 (see General Instruction A.2):

☐ 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: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§230.12b-2 of this chapter). Emerging growth company Yes ☐

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. ☐

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

Retirement of Chief Operating Officer

On May 22, 2025, Nuvera Communications, Inc. (the “Company”) issued a press release announcing that its Vice President, Chief Operating Officer and Secretary Barbara A.J. Bornhoft is retiring from the Company at the time of the Company’s 2025 Annual Meeting of Shareholders on May 22, 2025.

A copy of the Company’s press release announcing Barbara Bornhoft retirement is attached as Exhibit 99.1.

Item 5.07 – Submission of Matters to a Vote of Security Holders

Nuvera’s Annual Meeting of Shareholders was held on May 22, 2025, virtually via live webcast at www.virtualshareholdermeeting.com/NUVR2025. Proxies representing 3,326,507 shares, or 64.24% of the 5,178,176 outstanding shares entitled to vote were present at the Annual Meeting, which constituted a quorum. The shareholder voting results for the election of three directors, and the three other matters submitted to shareholders are as follows:

Proposal 1. Three directors were elected to serve until the 2028 Annual Meeting and until the election and qualification of their respective successors, as follows:

Nominees	Votes For		Votes Withheld		Broker Non-Votes

Nathan Knuth		2,449,685		42,326		834,496
Brian Olsem		2,393,376		98,635		834,496
Bill D. Otis		2,104,490		387,521		834,496

Proposal 2. Shareholders ratified the appointment of Olsen, Thielen & Company, Ltd. as the Company’s independent registered public accounting firm for the 2025 fiscal year, as follows:

Votes For	Votes Against		Abstentions

3,284,098		31,081		11,328

Proposal 3. Shareholders approved the Company’s executive compensation, as follows:

Votes For	Votes Against		Abstentions		Broker Non-Votes

2,129,498		166,184		196,329		834,496

Proposal 4. Shareholders voted on the frequency of future shareholder advisory votes on executive compensation, as follows:

1 Year	2 Years		3 Years		Abstentions

1,144,796		27,275		1,239,817		80,123

Consistent with the recommendation of the Board of Directors and the vote of the shareholders, the Corporation will continue to include an advisory vote on executive compensation in its proxy materials every three years. This policy will remain in effect until the next required vote on the frequency of such advisory votes.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Nuvera Communication, Inc press release dated May 22, 2025, announcing the retirement of Chief Operating Officer Barbara A.J. Bornhoft
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	Nuvera Communications, Inc.

Date: May 23, 2025	By: /s/ Curtis Kawlewski Curtis Kawlewski Chief Financial Officer

Nuvera Communications, Inc. 8-K