false 0000088948 0000088948 2026-09-21 2026-09-21 0000088948 senea:CommonStockClassA25ParCustomMember 2026-09-21 2026-09-21 0000088948 senea:CommonStockClassB25ParCustomMember 2026-09-21 2026-09-21

 

Washington, D.C. 20549

 

 

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

 

(Exact Name of Registrant as Specified in its Charter)

 

 

(Address of Principal Executive Offices, including zip code)

 

(Registrant’s telephone number, including area code)

 

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

 

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

 

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):

 

 

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. ☐

 

 

 

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.

 

 

 

 

 

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.