セネカフーズAの適時開示・その他

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

EX-3.1 2 ex_1018082.htm EXHIBIT 3.1 ex_1018082.htm

Exhibit 3.1

CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
SENECA FOODS CORPORATION

Under Section 805 of the Business Corporation Law

FIRST: The name of the corporation is SENECA FOODS CORPORATION (the “Corporation”). The name under which it was originally formed is “SENECA GRAPE JUICE CORPORATION”.

SECOND: The certificate of incorporation of the Corporation (as amended, supplemented, or restated, the “Certificate of Incorporation”) was filed by the Department of State of the State of New York on August 17, 1949.

THIRD: The Certificate of Incorporation is hereby amended as follows:

Article 4, Section (d)(F) of the Certificate of Incorporation, which sets forth the relative rights, preferences and limitations of a third series of 4,166,667 shares of Class A Preferred Stock designated Convertible Participating Preferred Stock is amended to reduce the number of designated shares from 4,166,667 to 6,602 to reflect that as of the date of this Certificate of Amendment, 4,160,065 shares of Convertible Participating Preferred Stock have been retired and canceled and upon cancellation such shares became authorized shares of Class A Preferred Stock in accordance with the terms of Article 4, Section (d)(F)(v) of the Certificate of Incorporation. As of the date of this Certificate of Amendment, 6,602 shares of Convertible Participating Preferred Stock are designated, issued and outstanding.

Article 4, Section (d)(G) of the Certificate of Incorporation, which sets 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, is deleted in its entirety as being unnecessary. All 967,742 shares of Convertible Participating Preferred Stock, Series 2003 have been retired and canceled and upon cancellation such shares became authorized shares of Class A Preferred Stock in accordance with the terms of Article 4, Section (d)(G)(v) of the Certificate of Incorporation.

Article 7 of the Certificate of Incorporation is amended to read in its entirety as follows:

“The office of the Corporation shall be located in the Town of Fairport, County of Monroe, New York, and the address to which the Secretary of State shall mail a copy of process in any action or proceeding against the Corporation that may be served upon the Secretary of State is 350 WillowBrook Office Park, Fairport, New York, 14450.”

FOURTH: The Certificate of Amendment was authorized by the unanimous vote of the Directors at a meeting of the Board of Directors of the Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 21st day of September 2026.

SENECA FOODS CORPORATION

By:	/s/ Paul L. Palmby

Name:

Paul L. Palmby

Title

President and Chief Executive Officer