Seneca Foods trims preferred stock designations

Q: What happened to Seneca Foods’ Series 2003 Convertible Participating Preferred Stock?

The charter provisions for the 967,742 shares of Class A Preferred Stock designated Convertible Participating Preferred Stock, Series 2003 were deleted because all such shares have been retired and canceled and automatically became authorized Class A Preferred Stock.

Q: Did the Seneca Foods charter amendments affect the number of authorized Class A Preferred shares?

The amendments state that when Convertible Participating Preferred Stock and Series 2003 shares are retired and canceled, they automatically become authorized shares of Class A Preferred Stock, consistent with the company’s existing charter provisions.

Q: Did Seneca Foods’ 8-K disclose any financial results or earnings data?

No. The disclosure focuses on amendments to the Certificate of Incorporation regarding preferred stock designations and a change of office and service-of-process address, without presenting earnings or other financial performance data.

Seneca Foods updates its charter to reflect retired preferred stock series and to change its New York office and service-of-process address.

Available on EDGAR 09/21/2026 - 04:16 PM EDT Accepted by SEC EDGAR 09/21/2026 - 04:15 PM EDT

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Form Type

8-K

Rhea-AI Filing Summary

Seneca Foods Corp (SENEA) reports that its Board of Directors approved amendments to its Certificate of Incorporation on September 21, 2026. The amendments reduce the designated shares of Class A Preferred Stock labeled Convertible Participating Preferred Stock from 4,166,667 to 6,602, reflecting that 4,160,065 such shares have already been retired and canceled.

The amendments also delete provisions governing a fourth series of 967,742 shares of Class A Preferred Stock designated Convertible Participating Preferred Stock, Series 2003, since all of those shares have been retired and canceled, and update the company’s office location and the address for service of process by the New York Secretary of State. Retired shares automatically become authorized Class A Preferred Stock under the company’s charter.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Convertible Participating Preferred designated shares (before amendment): 4,166,667 shares Convertible Participating Preferred designated shares (after amendment): 6,602 shares Convertible Participating Preferred shares retired and canceled: 4,160,065 shares +3 more

6 metrics

Convertible Participating Preferred designated shares (before amendment) 4,166,667 shares Class A Preferred Stock designated Convertible Participating Preferred Stock prior to September 21, 2026 amendment

Convertible Participating Preferred designated shares (after amendment) 6,602 shares Class A Preferred Stock designated Convertible Participating Preferred Stock after amendment approved September 21, 2026

Convertible Participating Preferred shares retired and canceled 4,160,065 shares Shares of Convertible Participating Preferred Stock retired and canceled as of September 21, 2026

Series 2003 Convertible Participating Preferred shares 967,742 shares Class A Preferred Stock designated Convertible Participating Preferred Stock, Series 2003, all previously retired and canceled

Office address 350 WillowBrook Office Park, Fairport, New York 14450 Location of principal executive offices and updated address for service of process

Company telephone number (585) 495-4100 Registrant’s telephone number including area code

Key Terms

Certificate of Incorporation, Convertible Participating Preferred Stock, Series 2003, authorized shares, +1 more

5 terms

Certificate of Incorporation regulatory

"approved amendments to the Company’s Certificate of Incorporation"

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

Convertible Participating Preferred Stock financial

"Class A Preferred Stock designated Convertible Participating Preferred Stock"

Series 2003 financial

"Convertible Participating Preferred Stock, Series 2003"

authorized shares financial

"automatically become authorized shares of Class A Preferred Stock"

Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.

service of process regulatory

"address to which the New York Secretary of State shall mail a copy of any process"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What corporate changes did Seneca Foods Corp (SENEA) approve on September 21, 2026?

The Board approved amendments to the Certificate of Incorporation to adjust preferred stock designations, remove a retired preferred series, and change the company’s office and service-of-process address in New York, aligning the charter with its current capital structure.

How many Convertible Participating Preferred shares does SENEA now designate?

The amendments reduce the number of Class A Preferred shares designated as Convertible Participating Preferred Stock from 4,166,667 to 6,602, reflecting that 4,160,065 such shares have previously been retired and canceled and now revert to authorized Class A Preferred Stock.

What happened to Seneca Foods’ Series 2003 Convertible Participating Preferred Stock?

The charter provisions for the 967,742 shares of Class A Preferred Stock designated Convertible Participating Preferred Stock, Series 2003 were deleted because all such shares have been retired and canceled and automatically became authorized Class A Preferred Stock.

Did the Seneca Foods charter amendments affect the number of authorized Class A Preferred shares?

The amendments state that when Convertible Participating Preferred Stock and Series 2003 shares are retired and canceled, they automatically become authorized shares of Class A Preferred Stock, consistent with the company’s existing charter provisions.

Did Seneca Foods’ 8-K disclose any financial results or earnings data?

No. The disclosure focuses on amendments to the Certificate of Incorporation regarding preferred stock designations and a change of office and service-of-process address, without presenting earnings or other financial performance data.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

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

Date of Report (date of earliest event reported): September 21, 2026

SENECA FOODS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

New York

(State or Other Jurisdiction of Incorporation)

0-01989

(Commission File Number)

16-0733425

(IRS Employer Identification No.)

350 WillowBrook Office Park, Fairport, New York 14450

(Address of Principal Executive Offices, including zip code)

(585) 495-4100

(Registrant’s telephone number, including area code)

Not Applicable

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

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

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock Class A, $.25 Par	SENEA	NASDAQ Global Select Market
Common Stock Class B, $.25 Par	SENEB	NASDAQ Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

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

Item 5.03

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

On September 21, 2026, the Board of Directors of Seneca Foods Corporation (the “Company”) approved amendments to the Company’s Certificate of Incorporation (the “Certificate of Amendment”) to (i) amend Article 4(d)(F) of the Certificate of Incorporation to reduce the number of shares of Class A Preferred Stock designated Convertible Participating Preferred Stock from 4,166,667 to 6,602 to reflect that as of September 21, 2026, 4,160,065 shares of Convertible Participating Preferred Stock have previously been retired and canceled; (ii) delete Article 4(d)(G) of the Certificate of Incorporation, which previously set forth the relative rights, preferences and limitations of a fourth series of 967,742 shares of Class A Preferred Stock designated Convertible Participating Preferred Stock, Series 2003 since all such shares of the Series 2003 Preferred Stock have previously been retired and canceled; and (iii) change the location of the Company’s office and change the address to which the New York Secretary of State shall mail a copy of any process against the Company. Pursuant to the Company’s Certificate of Incorporation, any shares of Convertible Participating Preferred Stock and Convertible Participating Preferred Stock, Series 2003 automatically become authorized shares of Class A Preferred Stock when such shares are retired and cancelled.

The foregoing description of the Certificate of Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Amendment attached hereto as Exhibit 3.1, which is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit 3.1

Certificate of Amendment to the Company’s Restated Certificate of Incorporation (filed herewith)

Exhibit 104

Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

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

Date: September 21, 2026	SENECA FOODS CORPORATION

	By:	/s/ Michael S. Wolcott
	Name:	Michael S. Wolcott
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents