Seneca Bancorp details conversion and bank charter shift

Seneca Bancorp, Inc. reports that stockholders of Seneca Financial Corp. and members of Seneca Financial MHC have approved a Plan of Conversion and Reorganization.

Rhea-AI Filing Summary

Seneca Bancorp, Inc. reports that stockholders of Seneca Financial Corp. and members of Seneca Financial MHC have approved a Plan of Conversion and Reorganization. This plan will change the organization from a mutual holding company structure, where a mutual entity ultimately controls the company, to a full stock holding company structure. In connection with this change, Seneca Savings, referred to as the Bank, will convert from a federal savings bank charter to a national bank charter. These approvals clear the way for the company’s corporate and regulatory restructuring to proceed, as described in a related press release incorporated by reference.

Insights

Banking structure and regulatory specialist

Seneca is moving from a mutual holding company to a full stock holding company and converting its bank charter.

The company states that stockholders of Seneca Financial Corp. and members of Seneca Financial MHC approved a Plan of Conversion and Reorganization. This shifts control from a mutual holding company framework to a stock holding company structure, which typically centralizes ownership in publicly held shares rather than mutual members.

The filing also notes that Seneca Savings will convert from a federal savings bank to a national bank. That change moves the institution into a different charter and regulatory regime, which can affect permissible activities, supervision, and future corporate actions, though specific financial impacts are not detailed here. Subsequent company disclosures and the referenced press release are likely to provide more information on the mechanics and timing of these structural changes.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

What corporate change did Seneca Bancorp, Inc. (SNNF) report?

The company reported that stockholders of Seneca Financial Corp. and members of Seneca Financial MHC approved a Plan of Conversion and Reorganization to move from a mutual holding company structure to a stock holding company structure.

How will Seneca Financial MHC and Seneca Financial Corp. be reorganized?

Seneca Financial MHC and Seneca Financial will convert and reorganize from the mutual holding company structure to the stock holding company structure under an approved Plan of Conversion and Reorganization.

What change is planned for Seneca Savings, the bank subsidiary of SNNF?

The filing states that Seneca Savings, referred to as the Bank, will convert from a federal savings bank to a national bank as part of the broader restructuring.

Who approved the conversion plan for Seneca Bancorp’s corporate structure?

Stockholders of Seneca Financial Corp. and members of Seneca Financial MHC, which is the mutual holding company parent of Seneca Financial and Seneca Savings, approved the Plan of Conversion and Reorganization at special meetings held on September 30, 2025.

Does the Seneca Bancorp (SNNF) 8-K include detailed financial information about the conversion?

The disclosed text focuses on approvals for the Plan of Conversion and Reorganization and the change in bank charter, and refers to a press release filed as an exhibit for additional details.

What type of SEC filing did Seneca Bancorp, Inc. submit for this event?

Seneca Bancorp, Inc. submitted a Form 8-K under Item 8.01, describing other events related to approval of the conversion and reorganization and the bank’s charter change.

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Accepted by SEC EDGAR 09/30/2025 - 04:23 PM Learn about SEC filing dates

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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 30, 2025

Seneca Bancorp, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland		333-288044		39-4029114
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)
35 Oswego Street, Baldwinsville, New York				13027
(Address of Principal Executive Offices)				(Zip Code)

Registrant's telephone number, including area code: (315) 638-0233

Not Applicable

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

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

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 8.01. Other Events.

At a Special Meeting of Stockholders of Seneca Financial Corp. ( “Seneca Financial”) and a Special Meeting of Members of Seneca Financial MHC, both held on September 30, 2025, the stockholders of Seneca Financial and the members of Seneca Financial MHC, the mutual holding company parent of Seneca Financial and Seneca Savings (the “Bank”), approved Seneca Financial MHC’s Plan of Conversion and Reorganization, whereby Seneca Financial MHC and Seneca Financial will convert and reorganize from the mutual holding company structure to the stock holding company structure. In addition, the Bank will convert from a federal savings bank to a national bank.

A copy of the press release is filed as an exhibit hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated September 30, 2025

SIGNATURES

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

	SENECA BANCORP, INC.
DATE: September 30, 2025	By:      /s/ Joseph G. Vitale
	Joseph G. Vitale
	President and Chief Executive Officer