NUVR / Nuvera Communications, Inc. - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

Nuvera Communications, Inc. Long-Term Incentive Plan.

EXHIBIT 10.13 NUVERA COMMUNICATIONS, INC. LONG-TERM INCENTIVE PLAN 1. Purpose. The purpose of this Long-Term Incentive Plan is to enable Nuvera Communications, Inc. to attract, motivate and retain highly qualified employees who will endeavor to achieve designated performance objectives, contributing to the overall success of the Company. 2. Definitions. When the following terms are used in this Pl

Nuvera Communications, Inc. 2025 Long-Term Incentive Plan Award Agreement.

EXHIBIT 10.14 NUVERA COMMUNICATIONS, INC. 2025 LONG-TERM INCENTIVE PLAN AWARD AGREEMENT This Award Agreement sets forth the terms of an Award granted for the Award Period of January 1, 2025, to December 31, 2027, pursuant to the terms of the Nuvera Communications, Inc. Long-Term Incentive Plan (the “Plan”). This Award is subject to Performance Objectives determined by the Compensation Committee (t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 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) NUV

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 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 incorporat

Nuvera Chief Operating Officer Barb Bornhoft Retires After 35 Years of Dedicated Service

Exhibit 99.1 Nuvera Chief Operating Officer Barb Bornhoft Retires After 35 Years of Dedicated Service New Ulm, Minnesota (May 22, 2025) – Nuvera Communications, Inc., a diversified communications company, announced today that Barb Bornhoft, vice president and chief operating officer will be retiring effective May 22, 2025. “Barb’s organizational leadership throughout years of company evolution, an

Nuvera Chief Operating Officer Barb Bornhoft Retires After 35 Years of Dedicated Service

Exhibit 99.1 Nuvera Chief Operating Officer Barb Bornhoft Retires After 35 Years of Dedicated Service New Ulm, Minnesota (May 22, 2025) – Nuvera Communications, Inc., a diversified communications company, announced today that Barb Bornhoft, vice president and chief operating officer will be retiring effective May 22, 2025. “Barb’s organizational leadership throughout years of company evolution, an

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ending December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 0-3024 NUVERA COMMUNICATION

Subsidiaries of Nuvera Communications, Inc.

EXHIBIT 21 SUBSIDIARIES OF NUVERA COMMUNICATIONS, INC. Name of Subsidiary Ownership Jurisdiction of Incorporation Hutchinson Cellular, Inc. 100% owned by HTC Minnesota Hutchinson Telecommunications, Inc. 100% owned by HTC Minnesota Hutchinson Telephone Company 100% Minnesota Peoples Telephone Company 100% Iowa Scott Rice Telephone Co. 100% Minnesota Sleepy Eye Telephone Company 100% Minnesota Tech

Nuvera Communication, Inc 2015 Employee Stock Plan, as amended February 28, 2025.

EXHIBIT 10.1 NUVERA COMMUNICATIONS, INC. 2015 EMPLOYEE STOCK PLAN (As Amended February 28, 2025) 1. General Purpose of Plan; Definitions a. The name of this plan is the Nuvera Communications, Inc. 2015 Employee Stock Plan (the “Plan”). The purpose of the Plan is to enable Nuvera Communications, Inc. (the “Company”) and its Subsidiaries to attract and retain employees by aligning the financial inte

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 February 28, 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) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

NUVERA COMMUNICATIONS, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 June 21, 2024 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

*Amended and Restated Pledge and Security Agreement dated as of June 21, 2024 between Nuvera, Nuvera subsidiaries as Guarantors and CoBank ACB as Administrative Agent

AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of June 21, 2024 (this “Agreement”), is made and entered into by Nuvera Communications, Inc.

Amended and Restated Credit Agreement dated as of June 21, 2024, between Nuvera, Nuvera subsidiaries as Guarantors, CoBank, ACB as a Lender, as Issuing Lender, as Swing Line Lender, and as Administrative Agent for the Lenders and the other Lenders listed in the 2024 Credit Agreement, incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K dated June 21, 2024.

EXHIBIT 10.1 AMENDED AND RESTATED CREDIT AGREEMENT by and among NUVERA COMMUNICATIONS, INC., THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO and COBANK, ACB, as Administrative Agent and Swing Line Lender Dated as of June 21, 2024 TABLE OF CONTENTS Page ARTICLE I. CERTAIN DEFINITIONS 1 1.1 Certain Definitions 1 1.2 Construction 37 1.3 Accounting Principles 37 1.4 Rounding 38 1.5 Letter of Cre

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 23, 2024 Date of report (Date of earliest event reported) NUVERA COMMUNICATIONS

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 23, 2024 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 F

● our ability to attract and retain customers in our service areas, including the areas serviced by our fiber initiative; ● our ability to finance the deployment of our ongoing infrastructure project and meet our liquidity and capital needs; ● our

EXHIBIT 99.1 Perry Meyer to Retire as Nuvera Board Chair; New Ulm Native and Business Leader, James Seifert Elected Incoming Chair New Ulm, Minnesota May 23, 2024 – Nuvera Communications, Inc., a diversified communications company, announced today that Perry Meyer, the chair of its Board of Directors, is retiring from the leadership role and transitioning to board member. The Nuvera Board of Direc

NUVERA COMMUNICATIONS, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

Employment Agreements General Compensation Philosophy Base Salary Cash/Common Stock-Based Incentive Compensation Other Compensation Programs

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (a

Subsidiaries of Nuvera Communications, Inc.

EXHIBIT 21 SUBSIDIARIES OF NUVERA COMMUNICATIONS, INC. Name of Subsidiary Ownership Jurisdiction of Incorporation Hutchinson Cellular, Inc. 100% owned by HTC Minnesota Hutchinson Telecommunications, Inc. 100% owned by HTC Minnesota Hutchinson Telephone Company 100% Minnesota Peoples Telephone Company 100% Iowa Scott Rice Telephone Co. 100% Minnesota Sleepy Eye Telephone Company 100% Minnesota Tech

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No 1 TO FORM 10-K ON FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No 1 TO FORM 10-K ON FORM 10-K/A (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ending December 31, 2023 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ending December 31, 2023 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 0-3024 NUVERA COMMUNICATIONS, INC.

Nuvera Communications, Inc. Insider Trading Policy (as amended, February 29, 2024)

EXHIBIT 19.1 NUVERA COMMUNICATIONS, INC. INSIDER TRADING POLICY (As amended, February 29, 2024) This Insider Trading Policy (this “Policy”) of Nuvera Communications, Inc. (the “Company”) consists of seven sections: • Section I provides an overview; • Section II sets forth the policies of the Company prohibiting insider trading; • Section III explains insider trading; • Section IV consists of proce

Subsidiaries of Nuvera Communications, Inc.

EXHIBIT 21 SUBSIDIARIES OF NUVERA COMMUNICATIONS, INC. Name of Subsidiary Ownership Jurisdiction of Incorporation Hutchinson Cellular, Inc. 100% owned by HTC Minnesota Hutchinson Telecommunications, Inc. 100% owned by HTC Minnesota Hutchinson Telephone Company 100% Minnesota Peoples Telephone Company 100% Iowa Scott Rice Telephone Co. 100% Minnesota Sleepy Eye Telephone Company 100% Minnesota Tech

Nuvera Communications, Inc. Clawback and Forfeiture Policy (As Amended, February 2024)

EXHIBIT 97.1 NUVERA COMMUNICATIONS, INC. CLAWBACK AND FORFEITURE POLICY (As Amended, February 29, 2024) 1. Purpose Nuvera Communications, Inc. (the “Company”) is committed to conducting business with integrity in accordance with high ethical standards and in compliance with all applicable laws, rules and regulations. This includes the Company’s commitment to comply with all applicable laws, rules

First Amendment dated as of August 12, 2022, by and among Nuvera Communications, Inc. as Borrower, Nuvera subsidiaries as Guarantors, CoBank, in its capacity as administrative agent and swing line lender and each other lender (including the Voting Participants)

Exhibit 10.12 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of August 12, 2022, by and among NUVERA COMMUNICATIONS, INC., a Minnesota corporation (the “Borrower”), the Guarantors party hereto, COBANK, ACB (“CoBank”), in its capacity as administrative agent under the Existing Credit Agreement (as defined below; CoBank, in

NUVR / Nuvera Communications, Inc. / MAGNOLIA CAPITAL FUND, LP Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 2)* Nuvera Communications, Inc. (Name of Issuer) Common Stock, $1.66 par value (Title of Class of Securities) 67075V100 (CUSIP Number) December 31, 2023 (Dat

JOINT FILING AGREEMENT

EX-1 2 fp0087056-2ex1.htm CUSIP NO. 67075V100 13G EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned agree, as of February 14, 2024, that only one statement containing the information required by Schedule 13G, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of Common S

NUVR / Nuvera Communications, Inc. / Minerva Advisors LLC - MINERVA 13GA4 NUVERA Passive Investment

SC 13G/A 1 nuvera13ga4v2-2.htm MINERVA 13GA4 NUVERA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Nuvera Communications, Inc. (Name of Issuer) Common Stock, $1.66 par value (Title of Class of Securities) 67075V100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statemen

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 December 21, 2023 Date of report (Date of earliest event reported) NUVERA COMMUNICA

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 December 21, 2023 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) (Commiss

Third Amendment dated December 21, 2023, by and among Nuvera Communications, Inc., Nuvera subsidiaries as Guarantors, CoBank ACB in its capacity as administrative agent, as Swing Line Lender, as sole Issuing Lender and as a Lender, and each other Lender and Voting Participant party to the Existing Credit Agreement, incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated December 21, 2023

EXHIBIT 10.1 THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of December 21, 2023, by and among NUVERA COMMUNICATIONS, INC., a Minnesota corporation (the “Borrower”), the Guarantors party hereto, COBANK, ACB (“CoBank”), in its capacity as administrative agent under the Existing Credit Agreement (as defined below; CoBank, i

Bylaws of Nuvera Communications, Inc., as amended as of December 21, 2023, incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K dated December 21, 2023

EXHIBIT 3.2 BYLAWS OF NUVERA COMMUNICATIONS, INC. (As Amended December 21, 2023) ARTICLE 1. OFFICES 1.1) Offices. The address of the registered office of the corporation shall be designated in the Articles of Incorporation, as amended from time to time. The principal executive office of the corporation is currently located at 27 North Minnesota Street, New Ulm, Minnesota, 56073, and the corporatio

Other Events

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 December 12, 2023 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) (Commiss

Nuvera to Apply CBOL Funding Towards Fiber Internet Expansion

Exhibit 99.1 Nuvera to Apply CBOL Funding Towards Fiber Internet Expansion New Ulm, Minnesota (Dec. 12, 2023) – Nuvera Communications, Inc. a diversified communications company, announced today that it has confirmed eligibility for Consumer Broadband-Only Loop (CBOL) funding through the Universal Service Administrative Company (USAC). This incremental funding will be used to continue supporting th

Second Amendment to Credit Agreement and Waiver dated as of November 10, 2023, amending Existing Credit Agreement by and among Nuvera Communications, Inc.as Borrower, Nuvera Subsidiaries as Guarantors, and CoBank, ACB, as Lender and as Administrative Agent and each other Lender and Voting Participant party to the Amended Credit Agreement, incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the quarter ended September 30, 2023

EXHIBIT 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER This SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this “Amendment”) is made and entered into as of November 10, 2023, by and among NUVERA COMMUNICATIONS, INC., a Minnesota corporation (the “Borrower”), the Guarantors party hereto, COBANK, ACB (“CoBank”), in its capacity as administrative agent under the Existing Credit Agreement (as

NUVERA COMMUNICATIONS, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

· our decision to actively build and deploy the largest infrastructure project in our company history through the Nuvera Gig Cities™ project construction that we first announced in December 2021; · our ability to attract and retain customers in our s

Exhibit 99.2 Nuvera to Remain on the Current A-CAM Funding New Ulm, Minnesota Sept. 29, 2023 – Nuvera Communications, Inc. a diversified communications company, is announcing that it will remain on the current Alternative Connect American Model (A-CAM) funding, versus moving to the Enhanced A-CAM (E-ACAM) program that was introduced earlier this year. The FCC is requiring providers to choose one o

· our decision to actively build and deploy the largest infrastructure project in our company history through the Nuvera Gig Cities™ project construction that we first announced in December 2021; · our ability to attract and retain customers in our s

Exhibit 99.3 Nuvera Communications, Inc. Cautionary Statement on Forward-Looking Statements September 29, 2023 From time to time, in reports filed with, or furnished to the United States Securities and Exchange Commission, in press releases, and in other communications to shareholders or the investing public, we may make forward-looking statements concerning possible or anticipated future financia

· our decision to actively build and deploy the largest infrastructure project in our company history through the Nuvera Gig Cities™ project construction that we first announced in December 2021; · our ability to attract and retain customers in our s

Exhibit 99.1 Nuvera Announces Plans to Suspend Dividend as Company Focuses on Preserving Capital for New Fiber Network Growth NEW ULM, Minnesota – September 29, 2023 – The Board of Directors (Board) of Nuvera Communications, Inc. (OTC: NUVR), a diversified communications company, today announced that it is suspending dividend payments to its shareholders and will not declare or pay a dividend in t

Nuvera Communications, Inc. Investor Statement October 3, 2023

Exhibit 99.4 Nuvera Communications, Inc. Investor Statement October 3, 2023 Recent Announcements · On September 29, 2023, Nuvera Communications, Inc. (“Nuvera’’ or the “Company”) issued a press release announcing that it was suspending dividend payments to its shareholders and would not declare or pay a dividend in the 2023 third quarter. The Company stated the board’s action reflects the Company’

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 September 29, 2023 Date of report (Date of earliest event reported) NUVERA COMMUNIC

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 September 29, 2023 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) (Commis

NUVERA COMMUNICATIONS, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

Second Amended and Restated Articles of Incorporation of Nuvera Communications, Inc., as of May 25, 2023, incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K dated May 25, 2023

EXHIBIT 3.1 Second Amended and RESTATED ARTICLES OF INCORPORATION OF NUVERA COMMUNICATIONS, INC. (as amended May 25, 2023) Article I NAME The name of this corporation shall be Nuvera Communications, Inc. Article II REGISTERED OFFICE The principal place of business and registered address of this corporation is 27 North Minnesota Street, City of New Ulm, Brown County, Minnesota. Article III SHARES S

Nuvera Communications, Inc. Bylaws as amended, May 25, 2023

EXHIBIT 3.2 BYLAWS OF NUVERA COMMUNICATIONS, INC. (As Amended MAY 25, 2023) ARTICLE 1. OFFICES 1.1) Offices. The address of the registered office of the corporation shall be designated in the Articles of Incorporation, as amended from time to time. The principal executive office of the corporation is currently located at 27 North Minnesota Street, New Ulm, Minnesota, 56073, and the corporation may

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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 25, 2023 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 F

NUVERA COMMUNICATIONS, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

Employment Agreements General Compensation Philosophy · Attract and retain well-qualified executive talent; · Tie annual cash incentives to achievement of measurable corporate performance objectives; and · Align executive incentives with shareholde

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (a

Nuvera Communications, Inc. 2017 Omnibus Stock Plan, as amended March 13, 2023

EXHIBIT 10.12 NUVERA COMMUNICATIONS, Inc. 2017 OMNIBUS STOCK PLAN Plan Term: May 25, 2017 through May 24, 2027 Adopted by the Board of Directors on February 24, 2017 Approved by the Shareholders of the Company on May 25, 2017 Amendment adopted by the Board of Directors on March 13, 2023 TABLE OF CONTENTS SECTION PAGE SECTION 1 PURPOSE 1 SECTION 2 DEFINITIONS 1 2.1 BOARD 1 2.2 CAUSE 1 2.3 CODE 1 2.

Subsidiaries of Nuvera Communications, Inc.

EXHIBIT 21 SUBSIDIARIES OF NUVERA COMMUNICATIONS, INC. Name of Subsidiary Ownership Jurisdiction of Incorporation Hutchinson Cellular, Inc. 100% owned by HTC Minnesota Hutchinson Telecommunications, Inc. 100% owned by HTC Minnesota Hutchinson Telephone Company 100% Minnesota Peoples Telephone Company 100% Iowa Scott Rice Telephone Co. 100% Minnesota Sleepy Eye Telephone Company 100% Minnesota Tech

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No 1 TO FORM 10-K ON FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No 1 TO FORM 10-K ON FORM 10-K/A (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ending December 31, 2022 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 0

Nuvera Communications, Inc. Employee Restricted Stock Unit Award Agreement (time-based/performance based)

EXHIBIT 10.9 NUVERA COMMUNICATIONS INC. NEW ULM TELECOM, INC. 2017 OMNIBUS STOCK PLAN EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT PATICIPANT: AWARD DATE: Pursuant to Section 7.4 and 7.6 of the New Ulm Telecom, Inc. 2017 Omnibus Stock Plan (the "Plan"), the Board of Directors of Nuvera, Inc. (the "Company") hereby grants to the Participant Restricted Stock Units ("Units") in the common stock ("S

Nuvera Communications, Inc. Non-Qualified Stock Option Agreement, incorporated by reference to Exhibit 10.1 to the Company’s 8-K dated April 12, 2022

EXHIBIT 10.8 NUVERA COMMUNICATIONS, INC. 2017 OMNIBUS STOCK PLAN NON-INCENTIVE STOCK OPTION AGREEMENT PARTICIPANT: GRANT DATE: EXPIRATION DATE: NUMBER OF SHARES: OPTION PRICE PER SHARE: THIS AGREEMENT is made as of the Grant Date set forth above, by and between Nuvera Communications, Inc., a Minnesota corporation (the “Company”), and the individual named above (the “Participant”), who is an employ

Employment Agreements General Compensation Philosophy · Attract and retain well-qualified executive talent; · Tie annual cash incentives to achievement of measurable corporate performance objectives; and · Align executive incentives with shareholde

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (a

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 March 31, 2023 Date of report (Date of earliest event reported) NUVERA COMMUNICATIO

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 March 31, 2023 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ending December 31, 2022 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 0-3024 NUVERA COMMUNICATIONS, INC.

Nuvera Communications, Inc. Non-Incentive Stock Option Agreement, incorporated by reference to Exhibit 10.8 to the Company’s Form 10-K for the year ended December 31, 2022

EXHIBIT 10.8 NUVERA COMMUNICATIONS, INC. 2017 OMNIBUS STOCK PLAN NON-INCENTIVE STOCK OPTION AGREEMENT PARTICIPANT: GRANT DATE: EXPIRATION DATE: NUMBER OF SHARES: OPTION PRICE PER SHARE: THIS AGREEMENTis made as of the Grant Date set forth above, by and between Nuvera Communications, Inc., a Minnesota corporation (the “Company”), and the individual named above (the “Participant”), who is an employe

Nuvera Communications, Inc. Employee Restricted Stock Unit Award Agreement (time-based/performance based), incorporated by reference to Exhibit 10.9 to the Company’s Form 10-K for the year ended December 31, 2022

EXHIBIT 10.9 NUVERA COMMUNICATIONS INC. NEW ULM TELECOM, INC. 2017 OMNIBUS STOCK PLAN EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT PATICIPANT: AWARD DATE: Pursuant to Section 7.4 and 7.6 of the New Ulm Telecom, Inc. 2017 Omnibus Stock Plan (the "Plan"), the Board of Directors of Nuvera, Inc. (the "Company") hereby grants to the Participant Restricted Stock Units ("Units") in the common stock ("S

Subsidiaries of Nuvera Communications, Inc.

EXHIBIT 21 SUBSIDIARIES OF NUVERA COMMUNICATIONS, INC. Name of Subsidiary Ownership Jurisdiction of Incorporation Hutchinson Cellular, Inc. 100% owned by HTC Minnesota Hutchinson Telecommunications, Inc. 100% owned by HTC Minnesota Hutchinson Telephone Company 100% Minnesota Peoples Telephone Company 100% Iowa Scott Rice Telephone Co. 100% Minnesota Sleepy Eye Telephone Company 100% Minnesota Tech

Nuvera Communications, Inc. 2017 Omnibus Stock Plan, as amended March 13, 2023, incorporated by reference to Exhibit 10.12 to the Company’s Form 10-K for the year ended December 31, 2022

EXHIBIT 10.12 NUVERA COMMUNICATIONS, Inc. 2017 OMNIBUS STOCK PLAN Plan Term: May 25, 2017 through May 24, 2027 Adopted by the Board of Directors on February 24, 2017 Approved by the Shareholders of the Company on May 25, 2017 Amendment adopted by the Board of Directors on March 13, 2023 TABLE OF CONTENTS SECTION PAGE SECTION 1 PURPOSE 1 SECTION 2 DEFINITIONS 1 2.1 BOARD 1 2.2 CAUSE 1 2.3 CODE 1 2.

NUVR / Nuvera Communications, Inc. / Minerva Advisors LLC - NUVERA 13GA3 MINERVA Passive Investment

SC 13G/A 1 nuvera13ga3.htm NUVERA 13GA3 MINERVA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Nuvera Communications, Inc. (Name of Issuer) Common Stock, $1.66 par value (Title of Class of Securities) 67075V100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) C

NUVR / Nuvera Communications, Inc. / MAGNOLIA CAPITAL FUND, LP Passive Investment

SC 13G/A 1 fp0082077-1sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 1)* Nuvera Communications, Inc. (Name of Issuer) Common Stock, $1.66 par value (Title of Class of Securities) 67075V100 (CUS

NUVERA COMMUNICATIONS AGREES TO SELL MINORITY STAKE IN FIBERCOMM TO IMON COMMUNICATION AS PART OF A TRANSACTION

Exhibit 99.1 NUVERA COMMUNICATIONS AGREES TO SELL MINORITY STAKE IN FIBERCOMM TO IMON COMMUNICATION AS PART OF A TRANSACTION New Ulm, January 12, 2023 – Nuvera Communications, Inc., today announced that it and the other owners of FiberComm will sell 100% of their interest in that company to ImOn Communications, subject to customary closing conditions, including regulatory approvals. Nuvera current

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 January 12, 2023 Date of report (Date of earliest event reported) NUVERA COMMUNICAT

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 January 12, 2023 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) (Commissi

NUVERA COMMUNICATIONS, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: Commission File Number 0-3024 NUVERA COMMUNICATIONS, INC.

Bylaws of Nuvera Communications, Inc., as amended, May 26, 2022, incorporated by reference to Exhibit 3.2 of the Company’s Form 10-Q for the quarter ended June 30, 2022

EX-3.2 2 exhibit32.htm EXHIBIT 3.2 EXHIBIT 3.2 BYLAWS OF NUVERA COMMUNICATIONS, INC. (As Amended MAY 26, 2022) ARTICLE 1. OFFICES 1.1) Offices. The address of the registered office of the corporation shall be designated in the Articles of Incorporation, as amended from time to time. The principal executive office of the corporation is currently located at 27 North Minnesota Street, New Ulm, Minnes

NUVERA COMMUNICATIONS, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

Credit Agreement dated as of July 15, 2022 between Nuvera Communications, Inc., Nuvera subsidiaries as Guarantors and CoBank, ACB as Lender and as Administrative Agent, incorporated by reference to Exhibit 10.1 to the Company’s 8-K dated July 20, 2022

EXECUTION VERSION CREDIT AGREEMENT by and among NUVERA COMMUNICATIONS, INC., THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO and COBANK, ACB, as Administrative Agent Dated as of July 15, 20 TABLE OF CONTENTS Page I. CERTAIN DEFINITIONS 1 1.1 Certain Definitions 1 1.2 Construction 34 1.3 Accounting Principles 35 1.4 Rounding 35 1.5 Covenant Compliance Generally 36 1.6 Holidays 36 1.7 Division

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 July 15, 2022 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

Pledge and Security Agreement dated as of July 15, 2022 between Nuvera Communications Inc., Nuvera subsidiaries as Guarantors and CoBank, ACB as Lender and as administrative agent, incorporated by reference to Exhibit 10.2 to the Company’s 8-K dated July 20, 2022

PLEDGE AND SECURITY AGREEMENT This PLEDGE AND SECURITY AGREEMENT, dated as of July 15, 2022 (this ?Agreement?), is made and entered into by Nuvera Communications, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Submission of Matters to a Vote of Security Holders

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 26, 2022 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 F

NUVERA COMMUNICATIONS, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

Form of Nuvera Communications, Inc. Non-Qualified Stock Option Agreement*

EXHIBIT 10.1 NUVERA COMMUNICATIONS, INC. 2017 OMNIBUS STOCK PLAN NON-INCENTIVE STOCK OPTION AGREEMENT PARTICIPANT: GRANT DATE: EXPIRATION DATE: NUMBER OF SHARES: OPTION PRICE PER SHARE: THIS AGREEMENT is made as of the Grant Date set forth above, by and between Nuvera Communications, Inc., a Minnesota corporation (the ?Company?), and the individual named above (the ?Participant?), who is an employ

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 April 11, 2022 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

In addition to the table above, Glenn H. Zerbe will be eligible to earn up to an additional 10% of his base salary at the discretion of the Board. In addition to the table above, Barbara A.J. Bornhoft and Curtis O. Kawlewski will be eligible to earn

DEF 14A 1 def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for

Entry into a Material Definitive Agreement

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 March 16, 2022 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

Amended and Restated Revolving Loan Promissory Note dated March 16, 2022 between Nuvera Communications, Inc. and CoBank, ACB.

EXHIBIT 10.2 Loan No. RX0583(A)-T5 AMENDED AND RESTATED REVOLVING LOAN PROMISSORY NOTE NUVERA COMMUNICATIONS, INC. $20,000,000 Dated: March 16, 2022 FOR VALUE RECEIVED, the undersigned unconditionally promises to pay to COBANK, ACB (the ?Payee?), or its order, at the times and in the manner set forth in that certain Second Amended and Restated Master Loan Agreement, dated as of July 31, 2018, amon

Agreement Regarding Amendments to Loan Documents dated March 16, 2022 between Nuvera Communications, Inc. and CoBank, ACB.

EXHIBIT 10.1 EXECUTION VERSION AGREEMENT REGARDING AMENDMENTS TO LOAN DOCUMENTS This AGREEMENT REGARDING AMENDMENTS TO LOANDOCUMENTS (this ?Amendment Agreement?), dated as of March 16, 2022, is among (i)NUVERA COMMUNICATIONS, INC. (the ?Borrower?), (ii) WESTERN TELEPHONE COMPANY (?WTC?), PEOPLES TELEPHONE COMPANY(?PTC?), HUTCHINSON TELEPHONE COMPANY (?Hutchinson Telephone?), HUTCHINSON CELLULAR, I

Bylaws of Nuvera Communications, Inc., as amended, December 21, 2021

EXHIBIT 3.2 BYLAWS OF NUVERA COMMUNICATIONS, INC. (As Amended December 21, 2021) ARTICLE 1. OFFICES 1.1) Offices. The address of the registered office of the corporation shall be designated in the Articles of Incorporation, as amended from time to time. The principal executive office of the corporation is currently located at 27 North Minnesota Street, New Ulm, Minnesota, 56073, and the corporatio

Subsidiaries of Nuvera Communications, Inc.

EXHIBIT 21 SUBSIDIARIES OF NUVERA COMMUNICATIONS, INC. Name of Subsidiary Ownership Jurisdiction of Incorporation Hutchinson Cellular, Inc. 100% owned by HTC Minnesota Hutchinson Telecommunications, Inc. 100% owned by HTC Minnesota Hutchinson Telephone Company 100% Minnesota Peoples Telephone Company 100% Iowa Scott Rice Telephone Co. 100% Minnesota Sleepy Eye Telephone Company 100% Minnesota Tech

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ending December 31, 2021 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 0-3024 NUVERA COMMUNICATIONS, INC.

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, incorporated by reference to Exhibit 4.1 of the Company’s Form 10-K for the year ended December 31, 2021

EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Nuvera Communications, Inc. (?Nuvera,? ?the Company,? ?we,? ?our,? or ?us?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. DESCRIPTION OF CAPITAL STOCK The following summary of the general term

Letter Agreement and Consent dated as of February 11, 2022 between CoBank, ACB and Nuvera Communications, Inc. allowing purchase of Nuvera shares pursuant to Second Amended and Restated Master Loan Agreement, as amended. Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated March 2, 2022

EXHIBIT 10.1 February 11, 2022 Nuvera Communications, Inc. 400 Second Street North P.O. Box 697 New Ulm, Minnesota 56073 Attn: Glenn Zerbe and Curt Kawlewski Re: Consent Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Master Loan Agreement, dated as of July 31, 2018, by and between Nuvera Communications, Inc., a Minnesota corporation (the ?Borrower?) and CoBank,

Other Events

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 February 11, 2022 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) (Commiss

NUVR / Nuvera Communications, Inc. / Minerva Advisors LLC - MINERVA 13GA2 NUVERA Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Nuvera Communications, Inc. (Name of Issuer) Common Stock, $1.66 par value (Title of Class of Securities) 67075V100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

NUVR / Nuvera Communications, Inc. / MAGNOLIA CAPITAL FUND, LP Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. )* Nuvera Communications, Inc. (Name of Issuer) Common Stock, no par value per share (Title of Class of Securities) 67075V100 (CUSIP Number) December 31, 202

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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 December 21, 2021 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) (Commiss

Nuvera Communications, Inc. Bylaw Section 7.6.Exclusive Forum for Internal Corporate Claims.

EX-3.2 2 exhibit32.htm EXHIBIT 3.2 Exhibit 3.2 Article 7 of the Nuvera Communications, Inc. Bylaws, General Provisions, is hereby amended to add a new Section 7.6 as set forth below, effective December 21, 2021. Section 7.6. Exclusive Forum for Internal Corporate Claims. The sole and exclusive forum for (i) any claim that is based upon a violation of a duty under the laws of the State of Minnesota

1

EX-99.1 2 exhibit991.htm EXHIBIT99.1 Exhibit 99.1 FOR RELEASE: Immediate FROM: Nuvera Communications, Inc. 27 N. Minnesota New Ulm, MN 56073 Phone 507-354-4111 CONTACT: Glenn Zerbe Nuvera Communications, Inc. 507-354-4111 E-mail: [email protected] NEW ULM, Minnesota (Dec. 15, 2021) – Nuvera Communications, Inc. (OTC: NUVR) a diversified communications company headquartered in New Ulm, Minnesot

Current Report

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 December 15, 2021 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) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

NUVERA COMMUNICATIONS, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

Other Events, Submission of Matters to a Vote of Security Holders

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 26, 2021 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 F

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

- DEF 14A

DEF 14A 1 def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ending December 31, 2020 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto. Commission File Number: 0-3024 NUVERA COMMUNICATIONS, IN

Subsidiaries of Nuvera Communications, Inc.

EXHIBIT 21 SUBSIDIARIES OF NUVERA COMMUNICATIONS, INC. Name of Subsidiary Ownership Jurisdiction of Incorporation Hutchinson Cellular, Inc. 100% owned by HTC Minnesota Hutchinson Telecommunications, Inc. 100% owned by HTC Minnesota Hutchinson Telephone Company 100% Minnesota Peoples Telephone Company 100% Iowa Scott Rice Telephone Co. 100% Minnesota Sleepy Eye Telephone Company 100% Minnesota Tech

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nuvera Communications, Inc. (Name of Issuer) Common Stock, $1.66 par value (Title of Class of Securities

sc13g UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nuvera Communications, Inc. (Name of Issuer) Common Stock, $1.66 par value (Title of Class of Securities) 67075V100 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

Termination of a Material Definitive Agreement

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 February 3, 2021 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) (Commissi

Financial Statements and Exhibits, Other Events - FORM 8-K

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 November 25, 2020 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) (Commiss

Nuvera Communications, Inc. Declares a 4th Quarter 2020 Dividend

EXHIBIT 99.1 FOR IMMEDIATE RELEASE From: Nuvera Communications, Inc. 27 N Minnesota St. New Ulm, MN 56073 Phone: 507.354.4111 Contact: Glenn Zerbe Nuvera 507.354.4111 E-mail: [email protected] Nuvera Communications, Inc. Declares a 4th Quarter 2020 Dividend NEW ULM, MN – November 30, 2020- The Board of Directors of Nuvera Communications, Inc. approved a 4th quarter dividend payment of $.13 per

NUVR / Nuvera Communications, Inc. / Minerva Advisors LLC - MINERVA - 13G NUVERA Passive Investment

SC 13G 1 nuvera13g.htm MINERVA - 13G NUVERA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nuvera Communications, Inc. (Name of Issuer) Common Stock, $1.66 par value (Title of Class of Securities) 67075V100 (CUSIP Number) November 24, 2020 (Date of Event Which Requires Filing of this Statement) Check

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

To Stakeholders, September 2, 2020

EX-99.1 2 exhibit991.htm EXHIBIT 99.1 EXHIBIT 99.1 To Stakeholders, September 2, 2020 During this time of national, local and individual crisis we find that much has been and will continue to be asked of us. Over the last six months, our resolve at Nuvera has been tested and our resilience demonstrated in our response to the COVID-19 pandemic and subsequent market disruptions. I am pleased to repo

Financial Statements and Exhibits, Other Events - FORM 8-K

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 September 2, 2020 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) (Commiss

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

NUVR / Nuvera Communications, Inc. / Wines Ruth B. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of1934 (Amendment No. )* Nuvera Communications, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 67075V00 (CUSIP Number) Curt Kawlewski, Nuvera Communications, 27 N. Minnesota Street, New Ulm, MN 56073 507-233-4172 (Name, Address and Telephone Number of Person Aut

Submission of Matters to a Vote of Security Holders

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 21, 2020 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 F

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended March 31, 2020 £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

Promissory Note dated as of April 16, 2020 from Nuvera Communications, Inc. to Citizens Bank Minnesota for $2,889,000 under United States Small Business Administration Payroll Protection Program.

EX-10.1 3 exhibit101.htm EXHIBIT 10.1 EXHIBIT 10.1 Promissory Note NUVERA COMMUNICATIONS, INC. CITIZENS BANK MINNESOTA OFFICER: JAB 27 NORTH MINNESOTA STREET 105 NORTH MINNESOTA STREET Loan Number : 35787122 NEW ULM, MN 56073 Date: 04-16-2020 BORROWER'S NAME AND ADDRESS "I", "me" and "my" means each borrower above, "You" and "your" means the lender, its successors together and separately. and assi

Bylaws of Nuvera Communications, Inc., as amended on April 1, 2020.

EX-3.2 2 exhibit32.htm EXHIBIT 3.2 EXHIBIT 3.2 BYLAWS OF NUVERA COMMUNICATIONS, INC. (As Amended April 1, 2020) ARTICLE 1. OFFICES 1.1) Offices. The address of the registered office of the corporation shall be designated in the Articles of Incorporation, as amended from time to time. The principal executive office of the corporation is currently located at 27 North Minnesota Street, New Ulm, Minne

Consent dated as of April 13, 2020 from CoBank, ACB to Nuvera Communications, Inc regarding the Payroll Protection Program and Nuvera’s $2,889,000 Small Business Administration Loan from Citizens Bank Minnesota.

EX-10.2 4 exhibit102.htm EXHIBIT 10.2 EXHIBIT 10.2 CONSENT REGARDING PAYCHECK PROTECTION PROGRAM April 13, 2020 Nuvera Communications, Inc. 400 Second Street North P.O. Box 697 New Ulm, Minnesota 56073-0697 Attn: Manager Fax No.: 507-354-1982 Ballard Spahr LLP 2000 IDS Center 80 South Eighth Street Minneapolis, Minnesota 55402 Attn: Thomas Lovett, IV Fax No.: 612-371-3207 RE: Paycheck Protection P

NUVR / Nuvera Communications, Inc. DEF 14A - - DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (a

Nuvera Communications, Inc. Written Action of the Board of Directors taken in Lieu of a Meeting April 1, 2020

EXHIBIT 3.1 Nuvera Communications, Inc. Written Action of the Board of Directors taken in Lieu of a Meeting April 1, 2020 The undersigned, being all of the members of the Board of Directors (the “Board”) of Nuvera Communications, Inc., a Minnesota corporation (the “Company”), hereby adopt the following resolutions in writing pursuant to Section 302A.239 of the Minnesota Business Corporation Act, e

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 April 1, 2020 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

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

EXHIBIT 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Nuvera Communications, Inc. (“Nuvera,” “the Company,” “we,” “our,” or “us”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. DESCRIPTION OF CAPITAL STOCK The following summary of the general term

NUVR / Nuvera Communications, Inc. 10-K - Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ending December 31, 2019 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 0-3024 NUVERA COMMUNICATIONS, INC.

Total Leverage Ratio Applicable Margin for Portions of the Loan bearing interest at the LIBOR Option or the Variable Rate Option Greater than or equal to 2.50:1.00 3.25% Less than 2.50:1.00 and greater than or equal to 2.25:1.00 3.00% Less than 2.25:

EXHIBIT 10.24 February 17, 2020 Nuvera Communications, Inc. 400 Second Street North P.O. Box 697 New Ulm, Minnesota 56073-0697 Attn: Manager Fax No.: 507-354-1982 Ballard Spahr LLP 2000 IDS Center 80 South Eighth Street Minneapolis, Minnesota 55402 Attn: Thomas Lovett, IV Fax No.: 612-371-3207 Re: Amendments Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Master

Subsidiaries of Nuvera Communications, Inc.

EX-21 4 exhibit21.htm EXHIBIT 21 EXHIBIT 21 SUBSIDIARIES OF NUVERA COMMUNICATIONS, INC. Name of Subsidiary Ownership Jurisdiction of Incorporation Hutchinson Cellular, Inc. 100% owned by HTC Minnesota Hutchinson Telecommunications, Inc. 100% owned by HTC Minnesota Hutchinson Telephone Company 100% Minnesota Peoples Telephone Company 100% Iowa Scott Rice Telephone Co. 100% Minnesota Sleepy Eye Tele

NUVR / Nuvera Communications, Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended September 30, 2019 £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

Stay Bonus Agreement dated August 27, 2019 between Nuvera Communications, Inc. and Barbara A.J. Bornhoft, incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K dated August 27, 2019

EXHIBIT 10.4 STAY BONUS AGREEMENT This Agreement is made as of August 27, 2019 by and between Nuvera Communications, Inc. (the “Company”) and Barbara Bornhoft (the “Executive”). WHEREAS, Executive is currently employed by the Company as its Chief Operating Officer pursuant to the terms of that certain Employment Agreement dated as of July 2006, as amended March 2012 (the “Employment Agreement”); a

August 27, 2019 Offer Letter to Glenn Zerbe, incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated August 27, 2019

EXHIBIT 10.1 NUVERA COMMUNICATIONS, INC. Mr. Glenn Zerbe 5220 Larada Lane Edina, Minnesota 55436 Dear Glenn: On behalf of the Board of Directors of Nuvera Communications, Inc. (the “Company”), I am pleased that you have accepted our offer to join the Company as its next President and Chief Executive Officer beginning on or about September 3, 2019. This letter agreement (“Agreement”) and the other

Transitional Retirement Agreement dated August 27, 2019 between Nuvera Communications, Inc. and Bill Otis, incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K dated August 27, 2019

EX-10.3 4 exhibit103.htm EXHIBIT10.3 EXHIBIT 10.3 NUVERA COMMUNICATIONS, INC. TRANSITION AND RETIREMENT AGREEMENT THIS TRANSITION AND RETIREMENT AGREEMENT (“Transition Agreement” or “Agreement”) is made and entered into by and between Nuvera Communications, Inc., a Minnesota corporation (“Company”) and Mr. Bill Otis (“you”) and will be effective as of August 27, 2019 (“Effective Date”). RECITALS W

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 August 27, 2019 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) (Commissio

Change in Control Agreement with Glenn Zerbe incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated August 27, 2019

EX-10.2 3 exhibit102.htm EXHIBIT10.2 EXHIBIT 10.2 CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (“Agreement”) is made and entered as of August 27, 2019 (the “Effective Date”) by and among Nuvera Communications, Inc. (the “Company”), a Minnesota corporation and Glenn Zerbe (“you”). RECITALS WHEREAS, the Board (as defined below) has determined that appropriate steps should be taken to

Stay Bonus Agreement dated August 27, 2019 between Nuvera Communications, Inc. and Curtis Kawlewski, incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K dated August 27, 2019

EXHIBIT 10.5 STAY BONUS AGREEMENT This Agreement is made as of August 27, 2019 by and between Nuvera Communications, Inc. (the “Company”) and Curtis Kawlewski (the “Executive”). WHEREAS, Executive is currently employed by the Company as its Chief Financial Officer pursuant to the terms of that certain Employment Agreement dated as of March 2012 (the “Employment Agreement”); and WHEREAS, the Compan

Nuvera Announces Hiring of Glenn H. Zerbe as Chief Executive Officer

EXHIBIT 99.1 FOR RELEASE: Immediate FROM: Nuvera Communications, Inc. 27 N. Minnesota New Ulm, MN 56073 Phone 507-354-4111 CONTACT: Bill Otis Nuvera 507-354-4111 E-mail: [email protected] Nuvera Announces Hiring of Glenn H. Zerbe as Chief Executive Officer NEW ULM, Minnesota (August 27, 2019) – Nuvera Communications, Inc. (OTC: NUVR), a diversified communications company headquartered in New Ulm

NUVR / Nuvera Communications, Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended June 30, 2019 £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

Other Events, Submission of Matters to a Vote of Security Holders

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 23, 2019 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 F

Nuvera Communications, Inc. Announces Stock Repurchase Program

Exhibit 99.1 FOR IMMEDIATE RELEASE Nuvera Communications, Inc. Announces Stock Repurchase Program New Ulm, Minn., MAY 23, 2019 — Nuvera Communications, Inc. (the “Company” or “Nuvera”) today announced that its Board of Directors has authorized the Company to repurchase up to $4.0 million of its common stock. The timing and actual number of shares repurchased will depend on a variety of factors, in

Letter dated as of May 23, 2019 between CoBank, ACB and Nuvera Communications, Inc. amending the Second Amended and Restated Master Loan Agreement, incorporated by reference to Exhibit 10.1 to the Company’s 8-K dated May 23, 2019

Exhibit 10.1 May 23, 2019 Nuvera Communications, Inc. 400 Second Street North P.O. Box 697 New Ulm, Minnesota 56073-0697 Attn: Manager Fax No.: 507-354-1982 Ballard Spahr LLP 2000 IDS Center 80 South Eighth Street Minneapolis, Minnesota 55402 Attn: Thomas Lovett, IV Fax No.: 612-371-3207 Re: Amendments Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Master Loan

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 23, 2019 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 F

NUVR / Nuvera Communications, Inc. 10-Q Quarterly Report FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended March 31, 2019 £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

Bylaws of Nuvera Communications, Inc., incorporated by reference to Exhibit 3.2 of the Company’s Form 10-Q for the quarter ended March 31, 2019

EXHIBIT 3.2 BYLAWS OF NUVERA COMMUNICATIONS, INC. ARTICLE 1. OFFICES 1.1) Offices. The address of the registered office of the corporation shall be designated in the Articles of Incorporation, as amended from time to time. The principal executive office of the corporation is currently located at 27 North Minnesota Street, New Ulm, Minnesota, 56073, and the corporation may have offices at such othe

Current Report

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 April 15, 2019 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

FOR RELEASE:

Exhibit 99.1 FOR RELEASE: Immediate FROM: Nuvera Communications, Inc. 27 N. Minnesota New Ulm, MN 56073 Phone 507-354-4111 CONTACT: Bill Otis Nuvera Communications, Inc. 507-354-4111 E-mail: [email protected] Nuvera CEO Bill Otis to retire after 40 years. Otis continues through transition and remains on the Board of Directors NEW ULM, Minnesota (April 15, 2019) – Nuvera Communications, Inc. (OTC

NUVR / Nuvera Communications, Inc. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (a

SUBSIDIARIES OF NUVERA COMMUNICATIONS, INC. Name of Subsidiary Ownership Jurisdiction of Incorporation Hutchinson Cellular, Inc. 100% owned by HTC Minnesota Hutchinson Telecommunications, Inc. 100% owned by HTC Minnesota Hutchinson Telephone Company

EXHIBIT 21 SUBSIDIARIES OF NUVERA COMMUNICATIONS, INC. Name of Subsidiary Ownership Jurisdiction of Incorporation Hutchinson Cellular, Inc. 100% owned by HTC Minnesota Hutchinson Telecommunications, Inc. 100% owned by HTC Minnesota Hutchinson Telephone Company 100% Minnesota Peoples Telephone Company 100% Iowa Scott Rice Telephone Co. 100% Minnesota Sleepy Eye Telephone Company 100% Minnesota Tech

NUVR / Nuvera Communications, Inc. FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ending December 31, 2018 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 0-3024 NUVERA COMMUNICATIONS, INC.

Current Report

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 March 8, 2019 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

FOR RELEASE:

Exhibit 99.1 FOR RELEASE: Immediate FROM: Nuvera Communications, Inc. 27 N. Minnesota New Ulm, MN 56073 Phone 507-354-4111 CONTACT: Bill Otis Nuvera Communications, Inc. 507-354-4111 E-mail: [email protected] Nuvera Confirms Acceptance of Revised Offer of A-CAM Model of Universal Service Fund NEW ULM, MN – March 11, 2019 – On March 8, 2019, Nuvera Communications, Inc. accepted the revised Altern

NUVR / Nuvera Communications, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Nuvera Communications, Inc. (formerly New Ulm Telecom Inc.) (Name of Issuer) Common Stock (Title of Class of Securities) 67075V100 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telepho

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 November 15, 2018 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) (Commiss

NUVR / Nuvera Communications, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended September 30, 2018 £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

NUVR / Nuvera Communications, Inc. FORM 10Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended June 30, 2018 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

SCOTT-RICE TELEPHONE CO. BALANCE SHEET AS OF MARCH 31, 2018 AND DECEMBER 31, 2017 (UNAUDITED) March 31, 2018 December 31, 2017 Assets Current assets Cash $ 3,004 $ 4,513 Trade receivables 180,423 340,975 Supplies 376,798 331,520 Other assets 34,153 6

EX-99.2 4 exhibit992.htm EXHIBIT 99.2 EXHIBIT 99.2 SCOTT-RICE TELEPHONE CO. BALANCE SHEET AS OF MARCH 31, 2018 AND DECEMBER 31, 2017 (UNAUDITED) March 31, 2018 December 31, 2017 Assets Current assets Cash $ 3,004 $ 4,513 Trade receivables 180,423 340,975 Supplies 376,798 331,520 Other assets 34,153 62,056 Total current assets 594,378 739,064 Property and equipment, net 10,916,839 11,286,108 Deferr

1 NUVERA COMMUNICATIONS, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET DECEMBER 31, 2017 ASSETS Historical Nuvera Communications, Inc. Pro Forma Combined Pro Forma Adjustments (Note 3) Scott Rice Telephone Co. Nuvera CURR

EXHIBIT 99.3 Nuvera Communications, Inc. Unaudited Pro Forma Combined Condensed Financial Statements for the year ended December 31, 2017 Introduction to the Pro Forma Financial Statements As previously disclosed¸ Nuvera completed the acquisition of Scott-Rice from Allstream Business U.S., LLC, and affiliate of Zayo Group Holdings, Inc. for approximately $42 million pursuant to the terms of the St

SCOTT-RICE TELEPHONE CO. BALANCE SHEET AS OF DECEMBER 31, 2017 Assets Current assets Cash $ 4,513 Trade receivables 340,975 Supplies 331,520 Other assets 62,056 Total current assets 739,064 Property and equipment, net 11,286,108 Deferred income taxes

EXHIBIT 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Scott-Rice Telephone Company Opinion on the Financial Statements We have audited the accompanying balance sheets of Scott-Rice Telephone Company (a Minnesota corporation) (the Company) as of December 31, 2017, and the related statements of income, comprehensive income, invested equity

1 NUVERA COMMUNICATIONS, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET MARCH 31, 2018 ASSETS Historical Nuvera Communications, Inc. Pro Forma Combined Pro Forma Adjustments (Note 3) Nuvera Scott Rice Telephone Co. CURRENT

EXHIBIT 99.4 Nuvera Communications, Inc. Unaudited Pro Forma Combined Condensed Financial Statements for the three months ended March 31, 2018 Introduction to the Pro Forma Financial Statements As previously disclosed¸ Nuvera completed the acquisition of Scott-Rice from Allstream Business U.S., LLC, and affiliate of Zayo Group Holdings, Inc. for approximately $42 million pursuant to the terms of t

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 31, 2018 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) (Commissio

Current Report

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 JULY 31, 2018 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

Promissory Note (Term) in the principal amount of $64,550,000, incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K filed on August 3, 2018

EX-10.5 6 exhibit105.htm EXHIBIT 10.5 EXHIBIT 10.5 Loan No. RX0583(A)-T4 PROMISSORY NOTE (TERM) NUVERA COMMUNICATIONS, INC. $64,550,000 Dated: July 31, 2018 FOR VALUE RECEIVED, the undersigned unconditionally promises to pay to COBANK, ACB (the “Payee”), or its order, at the times and in the manner set forth in that certain Second Amended and Restated Master Loan Agreement, dated as of the date he

Fifth Supplement to the Second Amended and Restated Master Loan Agreement dated as of July 31, 2018 between CoBank, ACB and Nuvera Communications, Inc., incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on August 3, 2018

EXHIBIT 10.4 EXECUTION VERSION Loan No. RX0583(A)-T5 FIFTH SUPPLEMENT TO THE SECOND AMENDED AND RESTATED MASTER LOAN AGREEMENT THIS FIFTH SUPPLEMENT TO THE SECOND AMENDED AND RESTATED MASTER LOAN AGREEMENT (as the same may be amended, modified, supplemented, extended or restated from time to time, this “Fifth Supplement”), dated as of December 31, 2014 (the “Amendment Date”), is made between COBAN

Second Amended and Restated Master Loan Agreement dated as of July 31, 2018 between CoBank, ACB and Nuvera Communications, Inc., incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 3, 2018

EXHITIT 10.1 EXECUTION VERSION MLA No. RX0583(A) SECOND AMENDED AND RESTATED MASTER LOAN AGREEMENT THIS SECOND AMENDED AND RESTATED MASTER LOAN AGREEMENT (this “Agreement”), dated as of July 31, 2018, is between COBANK, ACB (“CoBank”) and NUVERA COMMUNICATIONS, INC., a Minnesota corporation (the “Borrower”) and amends and restates in its entirety the Amended and Restated Master Loan Agreement, dat

Second Amended and Restated Continuing Guaranty dated as of July 31, 2018 by (a) Nuvera Communications, Inc. in favor of CoBank, ACB, incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K filed on August 3, 2018

EX-10.6 7 exhibit106.htm EXHIBIT 10.6 EXHITBIT 10.6 EXECUTION VERSION Loan No. RX0583(A) SECOND AMENDED AND RESTATED CONTINUING GUARANTY This SECOND AMENDED AND RESTATED CONTINUING GUARANTY (this “Continuing Guaranty”) is jointly and severally made and entered into as of July 31, 2018, by NUVERA COMMUNICATIONS, INC., a Minnesota corporation (the “Borrower”), each of the signatories listed on the s

Promissory Note (Revolver) in the principal amount of $10.0 Million, incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on August 3, 2018

EXHIBIT 10.3 Loan No. RX0583(A)-T5 PROMISSORY NOTE (REVOLVER) NUVERA COMMUNICATIONS, INC. $10,000,000 Dated: July 31, 2018 FOR VALUE RECEIVED, the undersigned unconditionally promises to pay to COBANK, ACB (the “Payee”), or its order, at the times and in the manner set forth in that certain Second Amended and Restated Master Loan Agreement, dated as of the date hereof, among the undersigned and Pa

Second Amended and Restated Pledge and Security Agreement dated as of July31, 2018 from (a) Nuvera Communications, Inc. and (b) the Nuvera Communications, Inc. Subsidiaries in favor of CoBank, ACB, incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K filed on August 3, 2018

EXHIBIT 10.7 EXECUTION VERSION Loan No. RX0583(A) SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT This SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of July 31, 2018 (this “Agreement”), is made and entered into by (a) NUVERA COMMUNICATIONS, INC. (the “Borrower”), (b) WESTERN TELEPHONE COMPANY (“WTC”), PEOPLES TELEPHONE COMPANY (“PTC”), HUTCHINSON TELEPHONE COMPANY (

Fourth Supplement to the Second Amended and Restated Master Loan Agreement dated as of July 31, 2018 between CoBank, ACB and Nuvera Communications, Inc., incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on August 3, 2018

EXHIBIT 10.2 EXECUTION VERSION Loan No. RX0583(A)-T4 FOURTH SUPPLEMENT TO THE SECOND AMENDED AND RESTATED MASTER LOAN AGREEMENT THIS FOURTH SUPPLEMENT TO THE SECOND AMENDED AND RESTATED MASTER LOAN AGREEMENT (as the same may be amended, modified, supplemented, extended or restated from time to time, this “Fourth Supplement”), dated as of July 31, 2018 (the “Amendment Date”), is made between CoBANK

Current Report

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 July 31, 2018 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

NUVERA COMMUNICATIONS, INC. COMPLETES ACQUISTION OF SCOTT-RICE TELEPHONE COMPANY AUGUST 1, 2018

EX-99.1 2 exhibit991.htm EXHIBIT 99.1 Exhibit 99.1 PRESS RELEASE NUVERA COMMUNICATIONS, INC. COMPLETES ACQUISTION OF SCOTT-RICE TELEPHONE COMPANY AUGUST 1, 2018 Nuvera Communications, Inc. (OTCBB Symbol “NUVR”) announced today that it has completed its acquisition of Scott-Rice Telephone Co. (“Scott-Rice Telephone”) from Allstream Business U.S., LLC, an affiliate of Zayo Group Holdings, Inc. (“Zay

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 June 4, 2018 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 F

Restated Articles of Incorporation, as amended, of Nuvera Communications, Inc., incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K dated June 1, 2018

RESTATED ARTICLES OF INCORPORATION OF NUVERA COMMUNICATIONS, INC. (as OF juNE 4, 2018) Article I NAME The name of this corporation shall be Nuvera Communications, Inc. Article II REGISTERED OFFICE The principal place of business and registered address of this corporation is 27 North Minnesota Street, City of New Ulm, Brown County, Minnesota. Article III SHARES Section 1. The total authorized share

Submission of Matters to a Vote of Security Holders

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 24, 2018 Date of report (Date of earliest event reported) NEW ULM TELECOM, INC. (Exact name of registrant as specified in its charter) Minnesota 0-3024 41-0440990 (State or other jurisdiction of incorporation) (Commission File Nu

Current Report

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 23, 2018 Date of report (Date of earliest event reported) NEW ULM TELECOM, INC. (Exact name of registrant as specified in its charter) Minnesota 0-3024 41-0440990 (State or other jurisdiction of incorporation) (Commission File Nu

FOR RELEASE:

Exhibit 99.1 FOR RELEASE: Immediate FROM: New Ulm Telecom, Inc. 27 N. Minnesota New Ulm, MN 56073 Phone 507-354-4111 CONTACT: Bill Otis New Ulm Telecom, Inc. 507-354-4111 E-mail: [email protected] NU-Telecom Announces Company Name Change to Nuvera New name pays homage to New Ulm roots and looks toward future of growth and innovation. New Ulm, Minn., MAY 24, 2018 — NU-Telecom—a leading region

NULM / New Ulm Telecom, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended March 31, 2018 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

NULM / New Ulm Telecom, Inc. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 March 26, 2018 Date of report (Date of earliest event reported) NEW ULM TELECOM, INC. (Exact name of registrant as specified in its charter) Minnesota 0-3024 41-0440990 (State or other jurisdiction of incorporation) (Commission File

Stock Purchase Agreement dated February 22, 2018 between and among Nuvera Communications, Inc., Scott-Rice Telephone Co. and Allstream Business U.S. LLC., incorporated by reference to Exhibit 10.16 to the Company’s Form 10-K for the year ended December 31, 2017

EX-10.16 2 exhibit1016.htm EXHIBIT 10.16 EXHIBIT 10.16 STOCK PURCHASE AGREEMENT BY AND AMONG NEW ULM TELECOM, INC., SCOTT – RICE TELEPHONE CO., AND ALLSTREAM BUSINESS US, LLC February 22, 2018 TABLE OF CONTENTS 1 Definitions 1 2 Purchase and Sale of the Shares 13 2.1 Basic Transaction 13 2.2 Purchase Price 13 2.3 Payments at Closing 14 2.4 Purchase Price Adjustment 15 2.5 The Closing 17 2.6 Delive

NULM / New Ulm Telecom, Inc. FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ending December 31, 2017 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 0-3024 NEW ULM TELECOM, INC. (Exac

SUBSIDIARIES OF NEW ULM TELECOM, INC. Name of Subsidiary Ownership Jurisdiction of Incorporation Hutchinson Cellular, Inc. 100% owned by HTC Minnesota Hutchinson Telecommunications, Inc. 100% owned by HTC Minnesota Hutchinson Telephone Company 100% M

EXHIBIT 21 SUBSIDIARIES OF NEW ULM TELECOM, INC. Name of Subsidiary Ownership Jurisdiction of Incorporation Hutchinson Cellular, Inc. 100% owned by HTC Minnesota Hutchinson Telecommunications, Inc. 100% owned by HTC Minnesota Hutchinson Telephone Company 100% Minnesota Peoples Telephone Company 100% Iowa Sleepy Eye Telephone Company 100% Minnesota TechTrends, Inc. 100% Minnesota Western Telephone

Current Report

FORM 8-K 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 February 22, 2018 Date of report (Date of earliest event reported) NEW ULM TELECOM, INC. (Exact name of registrant as specified in its charter) Minnesota 0-3024 41-0440990 (State or other jurisdiction of incorporation) (Comm

New Ulm Telecom, Inc. Announces Agreement to Purchase Scott-Rice Telephone Company

Exhibit 99.1 Exhibit 99.1 FOR RELEASE: Immediate FROM: New Ulm Telecom, Inc. 27 N. Minnesota New Ulm, MN 56073 Phone 507-354-4111 CONTACT: Bill Otis New Ulm Telecom, Inc. 507-354-4111 E-mail: [email protected] New Ulm Telecom, Inc. Announces Agreement to Purchase Scott-Rice Telephone Company NEW ULM, MN ? On February 23, 2018, New Ulm Telecom, Inc. (NULM; OTCBB) announced that it had entered

NULM / New Ulm Telecom, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended September 30, 2017 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

Amendment dated July 24, 2017, to Employment Agreement dated as of March 31, 2012, between Nuvera Communications, Inc. and Curtis Kawlewski, incorporated by reference to Exhibit 10.3 to the Company’s 2011 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended June 30, 2017 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

New Ulm Telecom S-8 POS

FORM S-8 As filed with the Securities and Exchange Commission on July 28, 2017. Registration No. 333-181825 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEW ULM TELECOM, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0440990 (State or other jurisdi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K 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 June 13, 2017 Date of report (Date of earliest event reported) NEW ULM TELECOM, INC. (Exact name of registrant as specified in its charter) Minnesota 0-3024 41-0440990 (State or other jurisdiction of incorporation) (Commissi

Submission of Matters to a Vote of Security Holders

8-K 1 form8k.htm FORM 8-K 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 25, 2017 Date of report (Date of earliest event reported) NEW ULM TELECOM, INC. (Exact name of registrant as specified in its charter) Minnesota 0-3024 41-0440990 (State or other jurisdiction of incorpor

New Ulm Telecom FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on May 26, 2017. Registration No. - UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEW ULM TELECOM, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0440990 (State or other jurisdiction of incorporation) (IRS Employer Identi

NEW ULM TELECOM, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended March 31, 2017 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

Nuvera Communications, Inc. 2017 Omnibus Stock Plan, incorporated by reference to Appendix A to the definitive proxy statement dated April 17, 2017 for the Annual Meeting of Shareholders held on May 25, 2017

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission

SUBSIDIARIES OF NEW ULM TELECOM, INC. Name of Subsidiary Ownership Jurisdiction of Incorporation Hutchinson Cellular, Inc. 100% owned by HTC Minnesota Hutchinson Telecommunications, Inc. 100% owned by HTC Minnesota Hutchinson Telephone Company 100% M

EXHIBIT 21 SUBSIDIARIES OF NEW ULM TELECOM, INC. Name of Subsidiary Ownership Jurisdiction of Incorporation Hutchinson Cellular, Inc. 100% owned by HTC Minnesota Hutchinson Telecommunications, Inc. 100% owned by HTC Minnesota Hutchinson Telephone Company 100% Minnesota Peoples Telephone Company 100% Iowa Sleepy Eye Telephone Company 100% Minnesota TechTrends, Inc. 100% Minnesota Western Telephone

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

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 ending December 31, 2016 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 0-3024 NEW ULM TELECOM,

Current Report

FORM 8K 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 January 5, 2017 Date of report (Date of earliest event reported) NEW ULM TELECOM, INC. (Exact name of registrant as specified in its charter) Minnesota 0-3024 41-0440990 (State or other jurisdiction of incorporation) (Commiss

FOR RELEASE:

EXHIBIT 99.1 EXHIBIT 99-1 FOR RELEASE: Immediate FROM: New Ulm Telecom, Inc. 27 N. Minnesota New Ulm, MN 56073 Phone 507-354-4111 CONTACT: Bill Otis NU-Telecom 507-354-4111 E-mail: [email protected] NU-Telecom Confirms Election of A-CAM Model of Universal Service Fund NEW ULM, MN ? January 5, 2017 ? On December 23, 2016, NU-Telecom accepted the revised A-CAM model of the Universal Service Fu

NEW ULM TELECOM, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended September 30, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

NUVR / Nuvera Communications, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) New Ulm Telecom, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 649060100 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Rece

Table of Contents NEW ULM TELECOM, INC.

10-Q 1 form10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended June 30, 2016 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto. Commission File Nu

Table of Contents NEW ULM TELECOM, INC.

10-Q 1 form10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended June 30, 2016 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto. Commission File Nu

Submission of Matters to a Vote of Security Holders

8-K 1 form8k.htm FORM 8K 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 26, 2016 Date of report (Date of earliest event reported) NEW ULM TELECOM, INC. (Exact name of registrant as specified in its charter) Minnesota 0-3024 41-0440990 (State or other jurisdiction of incorpora

NEW ULM TELECOM, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended March 31, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

New Ulm Telecom DEF 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission

You’ve Exceeded the SEC’s Traffic Limit

EX-21 3 exhibit21.htm EXHIBIT 21 EXHIBIT 21 SUBSIDIARIES OF NEW ULM TELECOM, INC. Name of Subsidiary Ownership Jurisdiction of Incorporation Hutchinson Cellular, Inc. 100% owned by HTC Minnesota Hutchinson Telecommunications, Inc. 100% owned by HTC Minnesota Hutchinson Telephone Company 100% Minnesota Peoples Telephone Company 100% Iowa Sleepy Eye Telephone Company 100% Minnesota TechTrends, Inc.

Waiver and Consent dated as of November 30, 2015 between CoBank, ACB and Nuvera Communications, Inc., incorporated by reference to Exhibit 10.14 to the Company’s Form 10-K for the year ended December 31, 2015

Exhibit 10.14 November 30, 2015 New Ulm Telecom, Inc. 400 Second Street North P.O. Box 697 New Ulm, Minnesota 56073-0697 Attn: Manager Fax No.: 507-354-1982 with a copy to: Lindquist & Vennum PLLP 4200 IDS Center 80 South Eighth Street Minneapolis, Minnesota 55402 Attn: Thomas Lovett, IV Fax No.: 612-371-3207 Re: Waiver and Consent Ladies and Gentlemen: Reference is made to the Amended and Restate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

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 ending December 31, 2015 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File Number: 0-3024 NEW ULM TELECOM

NEW ULM TELECOM, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended September 30, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period from to .

NEW ULM TELECOM, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended June 30, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period from to .

NUVR / Nuvera Communications, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 New Ulm Telecom, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 649060100 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Co

New Ulm Telecom FORM S-8

FORM S-8 As filed with the Securities and Exchange Commission on May 29, 2015. Registration No. - UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEW ULM TELECOM, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0040990 (State or other jurisdiction of (I.R.S. Employer incorporation or o

Submission of Matters to a Vote of Security Holders

FORM 8-K 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 28, 2015 Date of report (Date of earliest event reported) NEW ULM TELECOM, INC. (Exact name of registrant as specified in its charter) Minnesota 0-3024 41-0440990 (State or other jurisdiction of incorporation) (Commissio

NEW ULM TELECOM, INC. CONDENSED NOTES TO CONSOLID ATED FINANCIAL STATEMENTS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the quarterly period ended March 31, 2015 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto.

Nuvera Communications, Inc. 2015 Employee Stock Plan, incorporated by reference to Appendix A to the definitive proxy statement dated April 15, 2015 for the Annual Meeting of Shareholders held on May 28, 2015

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

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 period ending December 31, 2014 or ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto. Commission File Number: 0-3024 NEW ULM

SUBSIDIARIES OF NEW ULM TELECOM, INC. Name of Subsidiary Ownership Jurisdiction of Incorporation Hutchinson Cellular, Inc. 100% owned by HTC Minnesota Hutchinson Telecommunications, Inc. 100% owned by HTC Minnesota Hutchinson Telephone Company 100% M

EXHIBIT 21 SUBSIDIARIES OF NEW ULM TELECOM, INC. Name of Subsidiary Ownership Jurisdiction of Incorporation Hutchinson Cellular, Inc. 100% owned by HTC Minnesota Hutchinson Telecommunications, Inc. 100% owned by HTC Minnesota Hutchinson Telephone Company 100% Minnesota New Ulm Cellular #9 100% Minnesota New Ulm Exchange LLC 100% Minnesota New Ulm Long Distance, Inc. 100% Minnesota New Ulm Phonery,

Entry into a Material Definitive Agreement

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 February 24, 2015 Date of report (Date of earliest event reported) NEW ULM TELECOM, INC. (Exact name of registrant as specified in its charter) Minnesota 0-3024 41-0440990 (State or other jurisdiction of incorporation) (Commission Fi

Amended and Restated Continuing Guaranty dated as of December 31, 2014 by (a) Nuvera Communications, Inc. Subsidiaries in favor of CoBank, ACB, incorporated by reference to Exhibit 10.7 to the Company’s Form 8-K filed on January 6, 2015

EXHIBIT 10.7 EXECUTION COPY Loan No. RX0583 AMENDED AND RESTATED CONTINUING GUARANTY This AMENDED AND RESTATED CONTINUING GUARANTY (this “Continuing Guaranty”) is jointly and severally made and entered into as of December 31, 2014, by NEW ULM TELECOM, INC., a Minnesota corporation (the “Borrower”), each of the signatories listed on the signature pages hereto as Guarantors and each of the other Per

SECOND AMENDED AND RESTATED PROMISSORY NOTE

Exhibit 10.3 Loan No. RX0583-T2A SECOND AMENDED AND RESTATED PROMISSORY NOTE (REVOLVER) NEW ULM TELECOM, INC. $9,000,000 Dated: December 31, 2014 FOR VALUE RECEIVED, the undersigned unconditionally promises to pay to COBANK, ACB (the “Payee”), or its order, at the times and in the manner set forth in that certain Amended and Restated Master Loan Agreement, dated as of the date hereof, among the un

Amended and Restated Third Supplement to the Amended and Restated Master Loan Agreement between CoBank, ACB and Nuvera Communications, Inc., incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on January 6, 2015

EXHIBIT 10.4 EXECUTION COPY Loan No. RX0583-T3A AMENDED AND RESTATED THIRD SUPPLEMENT TO THE AMENDED AND RESTATED MASTER LOAN AGREEMENT THIS AMENDED AND RESTATED THIRD SUPPLEMENT TO THE AMENDED AND RESTATED MASTER LOAN AGREEMENT (as the same may be amended, modified, supplemented, extended or restated from time to time, this “Third Supplement”), dated as of December 31, 2014 (the “Amendment Date”)

Amended and Restated Pledge and Security Agreement dated as of December 31, 2014 from (a) Nuvera Communications, Inc. and (b) the Nuvera Communications, Inc. Subsidiaries in favor of CoBank, ACB, incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K filed on January 6, 2015

EX-10.6 7 exhibit106.htm EXHIBIT 10.6 EXHIBIT 10.6 EXECUTION COPY Loan No. RX0583 AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of December 31, 2014 (this “Agreement”), is made and entered into by (a) NEW ULM TELECOM, INC. (the “Borrower”), and (b) Western Telephone Company (“WTC”), Peoples Telephone Company (“PTC”), New Ulm Ph

Amended and Restated Master Loan Agreement (MLA No. RX0583), dated as of December 31, 2014 between CoBank, ACB and Nuvera Communications, Inc., incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 6, 2015

EXHIBIT 10.1 EXECUTION COPY MLA No. RX0583 AMENDED AND RESTATED MASTER LOAN AGREEMENT THIS AMENDED AND RESTATED MASTER LOAN AGREEMENT (this “Agreement”), dated as of December 31, 2014, is between COBANK, ACB (“CoBank”) and NEW ULM TELECOM, INC., a Minnesota corporation (the “Borrower”). WHEREAS, from time to time CoBank may make loans to the Borrower, and in order to reduce the amount of paperwork

SECOND AMENDED AND RESTATED PROMISSORY NOTE

Exhibit 10.5 Loan No. RX0583-T3A SECOND AMENDED AND RESTATED PROMISSORY NOTE (TERM) NEW ULM TELECOM, INC. $35,000,000 Dated: December 31, 2014 FOR VALUE RECEIVED, the undersigned unconditionally promises to pay to COBANK, ACB (the “Payee”), or its order, at the times and in the manner set forth in that certain Amended and Restated Master Loan Agreement, dated as of the date hereof, among the under

Amended and Restated Second Supplement to the Amended and Restated Master Loan Agreement dated as of December 31, 2014 between CoBank, ACB and Nuvera Communications, Inc., incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on January 6, 2015

EX-10.2 3 exhibit102.htm EXHIBIT 10.2 EXHIBIT 10.2 EXECUTION COPY Loan No. RX0583-T2A AMENDED AND RESTATED SECOND SUPPLEMENT TO THE AMENDED AND RESTATED MASTER LOAN AGREEMENT THIS AMENDED AND RESTATED SECOND SUPPLEMENT TO THE AMENDED AND RESTATED MASTER LOAN AGREEMENT (as the same may be amended, modified, supplemented, extended or restated from time to time, this “Second Supplement”), dated as of

Entry into a Material Definitive Agreement

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 January 6, 2015 Date of report (Date of earliest event reported) NEW ULM TELECOM, INC. (Exact name of registrant as specified in its charter) Minnesota 0-3024 41-0440990 (State or other jurisdiction of incorporation) (Commission File

NEW ULM TELECOM, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

You’ve Exceeded the SEC’s Traffic Limit

EXHIBIT 10.25 Loan Nos. RX0583 and RX0584 SECOND AGREEMENT REGARDING AMENDMENTS TO LOAN DOCUMENTS This SECOND AGREEMENT REGARDING AMENDMENTS TO LOAN DOCUMENTS (this “Amendment Agreement”), dated as of September 5, 2014, is between (i) NEW ULM TELECOM, INC. (the “New Ulm”), (ii) WESTERN TELEPHONE COMPANY (“WTC”), PEOPLES TELEPHONE COMPANY (“PTC”), NEW ULM PHONERY, INC. (“Phonery”), NEW ULM CELLULAR

Entry into a Material Definitive Agreement

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 September 5, 2014 Date of report (Date of earliest event reported) NEW ULM TELECOM, INC. (Exact name of registrant as specified in its charter) Minnesota 0-3024 41-0440990 (State or other jurisdiction of incorporation) (Commission Fi

NEW ULM TELECOM, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Submission of Matters to a Vote of Security Holders

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 29, 2014 Date of report (Date of earliest event reported) NEW ULM TELECOM, INC. (Exact name of registrant as specified in its charter) Minnesota 0-3024 41-0440990 (State or other jurisdiction of incorporation) (Commission File Nu

NEW ULM TELECOM, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10-Q 1 nulm10q2014.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission

- DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (a

SUBSIDIARIES OF NEW ULM TELECOM, INC. Name of Subsidiary Ownership Jurisdiction of Incorporation New Ulm Phonery, Inc. 100% Minnesota New Ulm Cellular #9 100% Minnesota New Ulm Long Distance, Inc. 100% Minnesota TechTrends, Inc. 100% Minnesota People

EX-21 4 exhibit21.htm EXHIBIT 21 EXHIBIT 21 SUBSIDIARIES OF NEW ULM TELECOM, INC. Name of Subsidiary Ownership Jurisdiction of Incorporation New Ulm Phonery, Inc. 100% Minnesota New Ulm Cellular #9 100% Minnesota New Ulm Long Distance, Inc. 100% Minnesota TechTrends, Inc. 100% Minnesota Peoples Telephone Company 100% Iowa Western Telephone Company 100% Minnesota Hutchinson Telephone Company 100% M

EX-10

EX-10 2 exhibit1023.htm EXHIBIT 10.23 EXHIBIT 10.23

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

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 period ending December 31, 2013 or ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto. Commission File Number: 0-3024 NEW ULM T

EX-10

EX-10 3 exhibit1024.htm EXHIBIT 10.24 EXHIBIT 10.24

NEW ULM TELECOM, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

BY-LAWS NEW ULM TELECOM, INC. ARTICLE 1.

EX-3 2 exhibit32.htm EXHIBIT 3.2 EXHIBIT 3.2 BY-LAWS OF NEW ULM TELECOM, INC. ARTICLE 1. OFFICES 1.1) Offices. The address of the registered office of the corporation shall be designated in the Articles of Incorporation, as amended from time to time. The principal executive office of the corporation is currently located at 27 North Minnesota Street, New Ulm, Minnesota, 56073, and the corporation m

NEW ULM TELECOM, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10-Q 1 nulm10qq22013.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period f

NEW ULM TELECOM, INC. ARTICLES OF INCORPORATION Article I NAME The name of this corporation shall be NEW ULM TELECOM, INC. Article II REGISTERED OFFICE The principal place of business and registered address of this corporation is 27 North Minnesota S

EXHIBIT 3.1 NEW ULM TELECOM, INC. ARTICLES OF INCORPORATION Article I NAME The name of this corporation shall be NEW ULM TELECOM, INC. Article II REGISTERED OFFICE The principal place of business and registered address of this corporation is 27 North Minnesota Street, City of New Ulm, Brown County, Minnesota. Article III SHARES Section 1. The total authorized shares of all classes which the corpor

Submission of Matters to a Vote of Security Holders

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 30, 2013 Date of report (Date of earliest event reported) NEW ULM TELECOM, INC. (Exact name of registrant as specified in its charter) Minnesota 0-3024 41-0440990 (State or other jurisdiction of incorporation) (Commission File Nu

Nuvera Communications, Inc. Amended Management Incentive Plan, incorporated by reference to Exhibit 10.4.1 to the Company’s Form 10-Q for the quarter ended March 31, 2013

EXHIBIT 10.4.1 New Ulm Telecom, Inc. Amended Management Incentive Plan Plan Summary Section I. Purpose The purpose of the Management Incentive Plan (the ?Plan?) is to enable New Ulm Telecom, Inc. (the ?Company?) to motivate its executive officers to achieve key financial and strategic objectives. This Plan is effective beginning with the 2006 fiscal year and will continue until the Company amends,

UNITED STATES

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

- DEFINITIVE PROXY STATEMENT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the

SUBSIDIARIES OF NEW ULM TELECOM, INC.

EXHIBIT 21 SUBSIDIARIES OF NEW ULM TELECOM, INC. Name of Subsidiary Ownership Jurisdiction of Incorporation New Ulm Phonery, Inc. 100% Minnesota New Ulm Cellular #9 100% Minnesota New Ulm Long Distance, Inc. 100% Minnesota TechTrends, Inc. 100% Minnesota Peoples Telephone Company 100% Iowa Western Telephone Company 100% Minnesota Hutchinson Telephone Company 100% Minnesota Hutchinson Telecommunica

UNITED STATES

Table of Contents 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 period ending December 31, 2012 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period fromto. Commission File Number: 0-

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 31, 2012 Date of report (Date of earliest event reported) NEW ULM TELECOM, INC. (Exact name of registrant as specified in its charter) Minnesota 0-3024 41-0440990 (State or other jurisdiction (Commission (IRS Employer of i

SLEEPY EYE TELEPHONE COMPANY BALANCE SHEET DECEMBER 31, 2012 AND 2011

EX-99.1 3 newulm131251ex99-1.htm FINANCIAL STATEMENTS OF SETC EXHIBIT 99-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors Sleepy Eye Telephone Company New Ulm, Minnesota We have audited the accompanying balance sheets of Sleepy Eye Telephone Company (a wholly-owned subsidiary of Hector Communications Corporation) as of December 31, 2012 and 2011, and the related stateme

NEW ULM TELECOM, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET DECEMBER 31, 2012

EXHIBIT 99-2 New Ulm Telecom, Inc. Unaudited Pro Forma Combined Condensed Financial Statements for the year ended December 31, 2012 Introduction to the Pro Forma Financial Statements As previously disclosed, NU Telecom, Arvig Enterprises, Inc. and Blue Earth Valley Communications, Inc. were equal one-third owners in HCC, a diversified telecommunications company. In keeping with the November 15, 20

EXECUTION COPY Loan No. RX0583-T3 THIRD SUPPLEMENT TO THE MASTER LOAN AGREEMENT

EX-10.1 2 newulm13007410-1.htm THIRD SUPPLEMENT DATED DECEMBER 19, 2012 TO MASTER LOAN AGREEMENT Exhibit 10.1 EXECUTION COPY Loan No. RX0583-T3 THIRD SUPPLEMENT TO THE MASTER LOAN AGREEMENT This THIRD SUPPLEMENT TO THE MASTER LOAN AGREEMENT (as the same may be amended, modified, supplemented, extended or restated from time to time, this “Third Supplement”), is entered into as of December 19, 2012,

EXECUTION COPY Loan Nos. RX0583 and RX0584 AGREEMENT REGARDING AMENDMENTS TO LOAN DOCUMENTS

EX-10.3 4 newulm13007410-3.htm AGREEMENT DATED DECEMBER 19, 2012 REGARDING AMENDMENTS TO THE LOAN DOCUMENTS Exhibit 10.3 EXECUTION COPY Loan Nos. RX0583 and RX0584 AGREEMENT REGARDING AMENDMENTS TO LOAN DOCUMENTS This AGREEMENT REGARDING AMENDMENTS TO LOAN DOCUMENTS (this “Amendment Agreement”), dated as of December 19, 2012, is between (i) NEW ULM TELECOM, INC. (the “Borrower”), (ii) Western Tele

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K DATED DECEMBER 31, 2012

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 December 31, 2012 Date of report (Date of earliest event reported) NEW ULM TELECOM, INC. (Exact name of registrant as specified in its charter) Minnesota 0-3024 41-0440990 (State or other jurisdiction of incorporation) (Commission Fi

Loan Nos. RX0583 and RX0584 AGREEMENT REGARDING AMENDMENTS TO STOCK PLEDGE AGREEMENT AND SECURITY AGREEMENTS

EX-10.4 5 newulm13007410-4.htm AGREEMENT DATED DECEMBER 31, 2012 REGARDING AMENDMENTS TO STOCK PLEDGE AGREEMENT AND SECURITY AGREEMENT Exhibit 10.4 Loan Nos. RX0583 and RX0584 AGREEMENT REGARDING AMENDMENTS TO STOCK PLEDGE AGREEMENT AND SECURITY AGREEMENTS This AGREEMENT REGARDING AMENDMENTS TO STOCK PLEDGE AGREEMENT AND SECURITY AGREEMENTS (this “Amendment Agreement”), dated as of December 31, 20

Loan No. RX0583-T3 PROMISSORY NOTE NEW ULM TELECOM, INC.

Exhibit 10.2 Loan No. RX0583-T3 PROMISSORY NOTE NEW ULM TELECOM, INC. $4,500,000 Dated: December 19, 2012 FOR VALUE RECEIVED, the undersigned unconditionally promises to pay to COBANK, ACB (the “Payee”), or its order, at the times and in the manner set forth in that certain Master Loan Agreement, dated as of January 4, 2008, among the undersigned and Payee, as it has been and may further be amende

Entry into a Material Definitive Agreement - FORM 8-K DATED DECEMBER 19, 2012

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 December 19, 2012 Date of report (Date of earliest event reported) NEW ULM TELECOM, INC. (Exact name of registrant as specified in its charter) Minnesota 0-3024 41-0440990 (State or other jurisdiction of incorporation) (Commission Fi

NEWS RELEASE NEWS RELEASE NEWS RELEASE

EXHIBIT 99.1 NEWS RELEASE NEWS RELEASE NEWS RELEASE FROM: NU-Telecom FOR RELEASE: Immediate 27 N. Minnesota New Ulm, MN 56073 CONTACT: Bill Otis Tele. 507-354-4111 Nu-Telecom 507-354-4111 E-Mail: [email protected] Hector Communications Corporation and Shareholders Enter Into Spin-Off Agreement NEW ULM, Minnesota (November 15, 2012) – New Ulm Telecom, Inc. (“New Ulm”) (OTCBB:NULM) announced t

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 November 15, 2012 Date of report (Date of earliest event reported) NEW ULM TELECOM, INC. (Exact name of registrant as specified in its charter) Minnesota 0-3024 41-0440990 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

Other Events

8-K 1 newulm1246518k.htm FORM 8-K DATED NOVEMBER 5, 2012 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 November 5, 2012 Date of report (Date of earliest event reported) NEW ULM TELECOM, INC. (Exact name of registrant as specified in its charter) Minnesota 0-3024 41-0440990 (Stat

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CORRESP 1 filename1.htm NEW ULM TELECOM, INC. 27 North Minnesota Street New Ulm, Minnesota 56073 October 4, 2012 VIA EDGAR CORRESPONDENCE Securities and Exchange Commission Washington, D.C. 20549 Re: New Ulm Telecom Inc. Form 10-K for the year ended December 31, 2011 Filed on March 26, 2012 File No. 0-03024 Ladies and Gentlemen: New Ulm Telecom, Inc. (the “Company”) has received your comment lette