Seneca Foods Corporation filed an 8-K with the U.S. Securities and Exchange Commission on September 21, 2026, disclosing that its Board of Directors approved amendments to the Company's Certificate of Incorporation on that same date.

Key Highlights

  • Preferred share count reduced: The number of shares of Class A Preferred Stock designated Convertible Participating Preferred Stock was reduced from 4,166,667 to 6,602.
  • Retirements reflected: The reduction reflects that 4,160,065 shares of Convertible Participating Preferred Stock had been previously retired and canceled as of September 21, 2026.
  • Series 2003 article deleted: Article 4(d)(G), covering 967,742 shares of Convertible Participating Preferred Stock, Series 2003, was deleted because all such shares had been previously retired and canceled.
  • Office address updated: The amendment also changes the location of the Company's office and the address to which the New York Secretary of State shall mail process against the Company.
  • Automatic reclassification: According to the filing, any retired and canceled shares of the affected preferred series automatically become authorized shares of Class A Preferred Stock under the Company's Certificate of Incorporation.

Seneca Foods Board Approves Certificate of Incorporation Amendments on September 21, 2026

Seneca Foods Corporation (NASDAQ:SENEA and NASDAQ:SENEB) reported on September 21, 2026, under Item 5.03 of the 8-K, that its Board of Directors approved a Certificate of Amendment to the Company's Restated Certificate of Incorporation. The amendments address two series of Class A Preferred Stock that had been substantially retired over time, conforming the governing document to the Company's current capital structure.

According to the filing, Article 4(d)(F) was amended to reduce the designated share count of the Convertible Participating Preferred Stock from 4,166,667 to 6,602, reflecting the prior retirement and cancellation of 4,160,065 shares. Separately, Article 4(d)(G), which set forth the relative rights, preferences, and limitations of the 967,742-share Convertible Participating Preferred Stock, Series 2003, was deleted entirely, as the filing states all shares of that series had been previously retired and canceled.

The filing further notes that the amendment updates the Company's registered office location and the address for service of process with the New York Secretary of State. The Company disclosed that the foregoing description "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." The filing was signed by Michael S. Wolcott, Chief Financial Officer, on September 21, 2026.

What Was Disclosed

Seneca Foods Corporation disclosed Board-approved amendments to its Certificate of Incorporation reducing authorized Convertible Participating Preferred Stock from 4,166,667 to 6,602 shares, deleting the Series 2003 preferred stock article, and updating the Company's registered office address.