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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark one)

☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 27, 2026

or

☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 0-01989

Seneca Foods Corporation

(Exact name of Registrant as specified in its charter)

New York | 16-0733425
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
350 WillowBrook Office Park, Fairport, New York | 14450
(Address of principal executive offices) | (Zip code)

(585) 495-4100

(Registrant’s telephone number, including area code)

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

Title of Each Class | Trading Symbol | Name of Exchange on Which Registered
Common Stock Class A, $0.25 Par | SENEA | NASDAQ Global Select Market
Common Stock Class B, $0.25 Par | SENEB | NASDAQ Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of each of the registrant’s classes of common stock as of July 24, 2026 are as follows:

Class | Shares Outstanding
Common Stock Class A, $0.25 Par | 5,221,238
Common Stock Class B, $0.25 Par | 1,549,219

Table of Contents

Seneca Foods Corporation

Quarterly Report on Form 10-Q

Table of Contents

PART I. FINANCIAL INFORMATION |
Item 1. Financial Statements |
Condensed Consolidated Balance Sheets (Unaudited) | 1
Condensed Consolidated Statements of Net Earnings (Unaudited) | 2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) | 2
Condensed Consolidated Statements of Cash Flows (Unaudited) | 3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) | 4
Notes to Condensed Consolidated Financial Statements (Unaudited) | 5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 16
Item 3. Quantitative and Qualitative Disclosures about Market Risk | 16
Item 4. Controls and Procedures | 23
PART II. OTHER INFORMATION |
Item 1. Legal Proceedings | 24
Item 1A. Risk Factors | 24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 24
Item 3. Defaults Upon Senior Securities | 24
Item 4. Mine Safety Disclosures | 24
Item 5. Other Information | 24
Item 6. Exhibits | 24
SIGNATURES | 25

Table of Contents

SENECA FOODS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

|  | June 27, 2026 |  |  | June 28, 2025 |  |  | March 31, 2026 |
Assets |  |  |  |  |  |  |  |  |  |  |  |
Current assets: |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 86,921 |  |  | $ | 12,072 |  |  | $ | 49,919 |
Accounts receivable, net of allowance for credit losses of $85, $67 and $53, respectively |  |  | 90,831 |  |  |  | 99,817 |  |  |  | 109,298 |
Inventories |  |  | 601,407 |  |  |  | 614,435 |  |  |  | 613,913 |
Refundable income taxes |  |  | 427 |  |  |  | 506 |  |  |  | 2,696 |
Other current assets |  |  | 4,641 |  |  |  | 5,485 |  |  |  | 3,301 |
Total current assets |  |  | 784,227 |  |  |  | 732,315 |  |  |  | 779,127 |
Property, plant and equipment, net |  |  | 340,771 |  |  |  | 325,492 |  |  |  | 331,280 |
Right-of-use assets operating, net |  |  | 17,911 |  |  |  | 10,953 |  |  |  | 18,792 |
Right-of-use assets finance, net |  |  | 6,192 |  |  |  | 12,318 |  |  |  | 6,843 |
Pension assets |  |  | 110,008 |  |  |  | 76,316 |  |  |  | 108,142 |
Other assets |  |  | 3,661 |  |  |  | 1,950 |  |  |  | 3,574 |
Total assets |  | $ | 1,262,770 |  |  | $ | 1,159,344 |  |  | $ | 1,247,758 |
Liabilities and Stockholders' Equity |  |  |  |  |  |  |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable |  | $ | 122,051 |  |  | $ | 85,755 |  |  | $ | 63,764 |
Deferred revenue |  |  | 2,040 |  |  |  | 8,313 |  |  |  | 3,965 |
Accrued vacation |  |  | 13,467 |  |  |  | 13,220 |  |  |  | 13,467 |
Accrued payroll |  |  | 12,129 |  |  |  | 11,587 |  |  |  | 20,756 |
Income taxes payable |  |  | 4,346 |  |  |  | 6,251 |  |  |  | 305 |
Other accrued expenses |  |  | 29,042 |  |  |  | 28,801 |  |  |  | 26,411 |
Current portion of long-term debt, finance and lease obligations |  |  | 25,101 |  |  |  | 24,419 |  |  |  | 25,259 |
Total current liabilities |  |  | 208,176 |  |  |  | 178,346 |  |  |  | 153,927 |
Long-term debt |  |  | 185,363 |  |  |  | 259,497 |  |  |  | 239,056 |
Operating lease obligations |  |  | 12,728 |  |  |  | 6,997 |  |  |  | 14,343 |
Finance lease obligations |  |  | 3,139 |  |  |  | 7,559 |  |  |  | 3,715 |
Finance obligation |  |  | 13,915 |  |  |  | 16,739 |  |  |  | 14,636 |
Deferred income tax liability, net |  |  | 49,716 |  |  |  | 32,517 |  |  |  | 49,660 |
Other liabilities |  |  | 15,277 |  |  |  | 13,517 |  |  |  | 16,191 |
Total liabilities |  |  | 488,314 |  |  |  | 515,172 |  |  |  | 491,528 |
Commitments and contingencies |  |  |  |  |  |  |  |  |  |  |  |
Stockholders' equity: |  |  |  |  |  |  |  |  |  |  |  |
Preferred stock |  |  | 331 |  |  |  | 346 |  |  |  | 331 |
Common stock |  |  | 3,052 |  |  |  | 3,051 |  |  |  | 3,052 |
Additional paid-in capital |  |  | 105,270 |  |  |  | 102,426 |  |  |  | 105,142 |
Treasury stock, at cost |  |  | (227,424 | ) |  |  | (214,443 | ) |  |  | (226,074 | )
Stock Employee Compensation Trust |  |  | (47 | ) |  |  | - |  |  |  | - |
Accumulated other comprehensive income (loss) |  |  | 13,373 |  |  |  | (7,836 | ) |  |  | 13,373 |
Retained earnings |  |  | 879,901 |  |  |  | 760,628 |  |  |  | 860,406 |
Total stockholders' equity |  |  | 774,456 |  |  |  | 644,172 |  |  |  | 756,230 |
Total liabilities and stockholders’ equity |  | $ | 1,262,770 |  |  | $ | 1,159,344 |  |  | $ | 1,247,758 |

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1

Table of Contents

SENECA FOODS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF NET EARNINGS

(In thousands, except per share data)

(Unaudited)

|  | Three Months Ended |
|  | June 27, 2026 |  |  | June 28, 2025 |
Net sales |  | $ | 405,174 |  |  | $ | 297,458 |
Costs and expenses: |  |  |  |  |  |  |  |
Cost of products sold |  |  | 357,323 |  |  |  | 255,647 |
Selling, general, and administrative expense |  |  | 20,406 |  |  |  | 18,738 |
Other operating expense (income), net |  |  | 1,216 |  |  |  | (142 | )
Total costs and expenses |  |  | 378,945 |  |  |  | 274,243 |
Operating income |  |  | 26,229 |  |  |  | 23,215 |
Other income and expenses: |  |  |  |  |  |  |  |
Other non-operating income |  |  | (2,955 | ) |  |  | (1,906 | )
Interest expense, net |  |  | 3,144 |  |  |  | 5,410 |
Earnings before income taxes |  |  | 26,040 |  |  |  | 19,711 |
Income taxes |  |  | 6,533 |  |  |  | 4,826 |
Net earnings |  | $ | 19,507 |  |  | $ | 14,885 |
Earnings per share: |  |  |  |  |  |  |  |
Basic |  | $ | 2.88 |  |  | $ | 2.16 |
Diluted |  | $ | 2.85 |  |  | $ | 2.14 |
Weighted average common shares outstanding used in the calculation of earnings per share: |  |  |  |  |  |  |  |
Basic |  |  | 6,773 |  |  |  | 6,882 |
Diluted |  |  | 6,840 |  |  |  | 6,949 |

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SENECA FOODS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

|  | Three Months Ended |
|  | June 27, 2026 |  |  | June 28, 2025 |
Comprehensive income: |  |  |  |  |  |  |  |
Net earnings |  | $ | 19,507 |  |  | $ | 14,885 |
Total |  | $ | 19,507 |  |  | $ | 14,885 |

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2

Table of Contents

SENECA FOODS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

|  | Three Months Ended |
|  | June 27, 2026 |  |  | June 28, 2025 |
Cash flows from operating activities: |  |  |  |  |  |  |  |
Net earnings |  | $ | 19,507 |  |  | $ | 14,885 |
Adjustments to reconcile net earnings to net cash provided by operating activities: |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 10,628 |  |  |  | 11,073 |
Non-cash lease expense |  |  | 1,346 |  |  |  | 949 |
LIFO credit |  |  | (3,047 | ) |  |  | (11,798 | )
Deferred income taxes |  |  | 56 |  |  |  | 235 |
Gain on the sale of assets |  |  | (69 | ) |  |  | (43 | )
Stock-based compensation expense |  |  | 125 |  |  |  | 50 |
Pension benefit |  |  | (1,866 | ) |  |  | (583 | )
Changes in operating assets and liabilities: |  |  |  |  |  |  |  |
Accounts receivable |  |  | 16,725 |  |  |  | (3,487 | )
Inventories |  |  | 15,553 |  |  |  | 1,318 |
Other assets |  |  | (1,354 | ) |  |  | (1,197 | )
Accounts payable |  |  | 58,287 |  |  |  | 42,175 |
Accrued expenses and other |  |  | (13,138 | ) |  |  | (4,612 | )
Income taxes |  |  | 6,310 |  |  |  | 4,731 |
Net cash provided by operating activities |  |  | 109,063 |  |  |  | 53,696 |
Cash flows from investing activities: |  |  |  |  |  |  |  |
Additions to property, plant and equipment |  |  | (17,178 | ) |  |  | (11,288 | )
Receipt of acquisition contingent consideration |  |  | 1,742 |  |  |  | - |
Additions to non-current deposits for right-of-use assets |  |  | (188 | ) |  |  | - |
Proceeds from the sale of assets |  |  | 120 |  |  |  | 115 |
Net cash used in investing activities |  |  | (15,504 | ) |  |  | (11,173 | )
Cash flows from financing activities: |  |  |  |  |  |  |  |
Borrowings under revolving credit facility |  |  | 586 |  |  |  | 42,798 |
Repayments under revolving credit facility |  |  | (586 | ) |  |  | (33,435 | )
Payments on term loans and finance obligation |  |  | (54,432 | ) |  |  | (85,395 | )
Payments on finance leases |  |  | (719 | ) |  |  | (1,023 | )
Purchase of treasury stock |  |  | (1,350 | ) |  |  | (3,774 | )
Purchase of stock held by Stock Employee Compensation Trust |  |  | (44 | ) |  |  | - |
Preferred stock dividends |  |  | (12 | ) |  |  | (12 | )
Net cash used in financing activities |  |  | (56,557 | ) |  |  | (80,841 | )
Net increase (decrease) in cash and cash equivalents |  |  | 37,002 |  |  |  | (38,318 | )
Cash and cash equivalents, beginning of the period |  |  | 49,919 |  |  |  | 50,390 |
Cash and cash equivalents, end of the period |  | $ | 86,921 |  |  | $ | 12,072 |
Supplemental disclosures of cash flow information: |  |  |  |  |  |  |  |
Cash paid for interest, net of capitalized interest |  | $ | 3,720 |  |  | $ | 6,138 |
Cash paid for income taxes, net |  | $ | 159 |  |  | $ | 159 |
Non-cash transactions: |  |  |  |  |  |  |  |
Right-of-use assets obtained in exchange for lease obligations |  | $ | 556 |  |  | $ | 1,955 |
Right-of-use assets derecognized upon early lease termination |  | $ | 91 |  |  | $ | 59 |
Property, plant and equipment purchased on account |  | $ | 2,166 |  |  | $ | 503 |

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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SENECA FOODS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands, except per share data)

(Unaudited)

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Stock |  |  | Accumulated |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  | Additional |  |  |  |  |  |  | Employee |  |  | Other |  |  |  |  |  |  |  |  |
|  | Preferred |  |  | Common |  |  | Paid-In |  |  | Treasury |  |  | Compensation |  |  | Comprehensive |  |  | Retained |  |  |  |  |
|  | Stock |  |  | Stock |  |  | Capital |  |  | Stock |  |  | Trust |  |  | Income (Loss) |  |  | Earnings |  |  | Total |
First Quarter FY 2026: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance, March 31, 2025 |  | $ | 346 |  |  | $ | 3,051 |  |  | $ | 102,376 |  |  | $ | (210,669 | ) |  | $ | - |  |  | $ | (7,836 | ) |  | $ | 745,755 |  |  | $ | 633,023 |
Net earnings |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 14,885 |  |  |  | 14,885 |
Cash dividends declared on preferred stock |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (12 | ) |  |  | (12 | )
Stock issued for profit sharing plan |  |  | - |  |  |  | - |  |  |  | 3 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 3 |
Equity incentive program |  |  | - |  |  |  | - |  |  |  | 47 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 47 |
Purchase treasury stock |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (3,774 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (3,774 | )
Balance, June 28, 2025 |  | $ | 346 |  |  | $ | 3,051 |  |  | $ | 102,426 |  |  | $ | (214,443 | ) |  | $ | - |  |  | $ | (7,836 | ) |  | $ | 760,628 |  |  | $ | 644,172 |
First Quarter FY 2027: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance, March 31, 2026 |  | $ | 331 |  |  | $ | 3,052 |  |  | $ | 105,142 |  |  | $ | (226,074 | ) |  | $ | - |  |  | $ | 13,373 |  |  | $ | 860,406 |  |  | $ | 756,230 |
Net earnings |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 19,507 |  |  |  | 19,507 |
Cash dividends declared on preferred stock |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (12 | ) |  |  | (12 | )
Stock issued for profit sharing plan |  |  | - |  |  |  | - |  |  |  | 42 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 42 |
Equity incentive program |  |  | - |  |  |  | - |  |  |  | 83 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 83 |
Purchase treasury stock |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,350 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,350 | )
Adjustment to market for SECT |  |  | - |  |  |  | - |  |  |  | 3 |  |  |  | - |  |  |  | (3 | ) |  |  | - |  |  |  | - |  |  |  | - |
Purchase of shares by SECT |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (44 | ) |  |  | - |  |  |  | - |  |  |  | (44 | )
Balance, June 27, 2026 |  | $ | 331 |  |  | $ | 3,052 |  |  | $ | 105,270 |  |  | $ | (227,424 | ) |  | $ | (47 | ) |  | $ | 13,373 |  |  | $ | 879,901 |  |  | $ | 774,456 |

|  | 6% Voting |  |  | 10% Voting |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Cumulative |  |  | Cumulative |  |  | Participating |  |  | Class A |  |  | Class B |
|  | Callable |  |  | Convertible |  |  | Convertible |  |  | Common |  |  | Common |
|  | Par $0.25 |  |  | Par $0.025 |  |  | Par $0.025 |  |  | Par $0.25 |  |  | Par $0.25 |
Shares authorized and designated: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
June 27, 2026 |  |  | 200,000 |  |  |  | 1,400,000 |  |  |  | 6,602 |  |  |  | 20,000,000 |  |  |  | 10,000,000 |
Shares outstanding: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
June 27, 2026 |  |  | 200,000 |  |  |  | 807,240 |  |  |  | 6,602 |  |  |  | 5,221,238 |  |  |  | 1,549,219 |

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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SENECA FOODS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. | Basis of Preparation and Presentation

Seneca Foods Corporation (the “Company”) is a leading provider of packaged fruits and vegetables with 27 facilities in nine states in support of its main operations. The Company’s product offerings include canned, frozen and jarred produce, and snack chips. The Company’s fruits and vegetables are sold nationwide by major grocery outlets, including supermarkets, mass merchandisers, limited assortment stores, club stores and dollar stores. The Company also sells its products to foodservice distributors, restaurant chains, industrial markets, other food processors, and export customers in approximately 55 countries, as well as federal, state and local governments for school and other food programs. Additionally, the Company packs canned and frozen vegetables under contract packing agreements.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

The unaudited condensed consolidated financial statements included herein have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial statements. While these statements reflect all adjustments (consisting of items of a normal recurring nature) that are, in the opinion of management, necessary for a fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States (“GAAP”) for complete financial statement presentation. The condensed consolidated financial statements should be read in conjunction with the financial statement disclosures in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026 that was filed with the SEC on June 11, 2026.

Due to the seasonal nature of the business, quarterly operating results and cash flows are not necessarily indicative of the results that may be expected for other interim periods or the full year. All references to years are fiscal years ended or ending March 31 unless otherwise indicated. Certain percentage tables may not foot due to rounding.

In certain circumstances, the preparation of financial statements in conformity with GAAP requires management to use judgment to make certain estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of net sales and expenses during the reporting period. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors that management believes to be reasonable under the circumstances, including the current economic environment. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Actual results may differ from these estimates.

The Company uses the same accounting policies in preparing quarterly and annual financial statements. A summary of significant accounting policies followed by the Company are set forth in Note 1 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026.

Acquisition – The Company finalized the purchase price for the Green Giant U.S. frozen business during the three months ended June 27, 2026, which is within the one-year measurement period. There were no adjustments to the purchase price, and the Company received $1.7 million of contingent consideration previously recorded as a receivable on the Company’s consolidated balance sheet as of March 31, 2026. The Company incurred $1.4 million of transition service fees during the three months ended June 27, 2026 which are recorded as part of other operating expense (income), net on the condensed consolidated statement of net earnings.

Recently Adopted Accounting Pronouncements — In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which introduces a practical expedient for the application of the current expected credit loss (“CECL”) model to current accounts receivable and contract assets. ASU 2025-05 is effective for annual periods beginning after December 15, 2025 and interim periods within those annual reporting periods, with early adoption permitted. The Company adopted this guidance beginning April 1, 2026 by electing the practical expedient permitted under the ASU. The adoption did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements — In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), which is intended to update the guidance in Topic 270 by improving the navigability of the required interim disclosures, clarifying when that guidance is applicable, and adding a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim periods within annual periods beginning after December 15, 2027, with early adoption permitted. The Company plans to adopt this pronouncement for its fiscal year beginning April 1, 2028, and is in the process of analyzing the impact on its consolidated financial statements.

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SENECA FOODS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) which requires detailed disclosures in the notes to financial statements disaggregating specific expense categories and certain other disclosures to provide enhanced transparency into the nature and function of expenses. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The requirements should be applied on a prospective basis while retrospective application is permitted. The Company plans to adopt this pronouncement for its fiscal year beginning April 1, 2027, and is in the process of analyzing the impact on its consolidated financial statements.

All other newly issued accounting pronouncements not yet effective have been deemed either not applicable or were related to technical amendments or codification.

2. | Revenue Recognition

Revenue recognition is completed for most customers at a point in time when product control is transferred to the customer. In general, control transfers to the customer when the product is shipped or delivered to the customer based upon applicable shipping terms, as the customer can direct the use and obtain substantially all of the remaining benefits from the asset at this point in time. The Company does sell certain finished goods inventory for cash on a bill and hold basis. The terms of the bill and hold agreement(s) provide that title to the specified inventory is transferred to the customer(s) prior to shipment and the Company has the right to payment (prior to physical delivery) which results in recorded revenue as determined under the revenue recognition standard.

In the following table, revenue is disaggregated by product category groups (in thousands):

|  | Three Months Ended |
|  | June 27, |  |  | June 28, |
|  | 2026 |  |  | 2025 |
Canned vegetables |  | $ | 307,964 |  |  | $ | 247,351 |
Frozen vegetables |  |  | 67,900 |  |  |  | 22,937 |
Fruit products |  |  | 18,912 |  |  |  | 18,050 |
Snack products |  |  | 3,531 |  |  |  | 3,555 |
Other |  |  | 6,867 |  |  |  | 5,565 |
Total |  | $ | 405,174 |  |  | $ | 297,458 |

As a result of certain contracts with customers, the Company has contract asset balances of $2.0 million, $1.0 million, and $1.2 million as of June 27, 2026, June 28, 2025, and March 31, 2026, respectively, which are recorded as part of other current assets on the condensed consolidated balance sheets. The Company has contract liabilities in the form of deferred revenue representing payments received from certain of its co-pack customers in advance of completion of the Company's respective performance obligations. The balance is comprised of prepaid case and labeling and storage services which have been collected from bill and hold sales, as well as amounts invoiced in accordance with the terms of a co-pack agreement.

The deferred revenue activity is shown in the following table (in thousands):

|  | Three Months Ended |
|  | June 27, |  |  | June 28, |
|  | 2026 |  |  | 2025 |
Beginning balance |  | $ | 3,965 |  |  | $ | 11,140 |
Deferral of revenue |  |  | 1,374 |  |  |  | 1,488 |
Recognition of unearned revenue |  |  | (3,299 | ) |  |  | (4,315 | )
Ending balance |  | $ | 2,040 |  |  | $ | 8,313 |

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SENECA FOODS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

3. | Earnings per Common Share

Earnings per share for the three months ended June 27, 2026 and June 28, 2025 are as follows (in thousands, except per share amounts):

|  | Three Months Ended |
|  | June 27, |  |  | June 28, |
|  | 2026 |  |  | 2025 |
Basic |  |  |  |  |  |  |  |
Net earnings |  | $ | 19,507 |  |  | $ | 14,885 |
Deduct preferred stock dividends |  |  | 12 |  |  |  | 6 |
Undistributed net earnings |  |  | 19,495 |  |  |  | 14,879 |
Earnings attributable to participating preferred shareholders |  |  | 19 |  |  |  | 17 |
Earnings attributable to common shareholders |  | $ | 19,476 |  |  | $ | 14,862 |
Weighted average common shares outstanding |  |  | 6,773 |  |  |  | 6,882 |
Basic earnings per common share |  | $ | 2.88 |  |  | $ | 2.16 |
Diluted |  |  |  |  |  |  |  |
Earnings attributable to common shareholders |  | $ | 19,476 |  |  | $ | 14,862 |
Add dividends on convertible preferred stock |  |  | 5 |  |  |  | 5 |
Earnings attributable to common stock on a diluted basis |  | $ | 19,481 |  |  | $ | 14,867 |
Weighted average common shares outstanding - basic |  |  | 6,773 |  |  |  | 6,882 |
Additional shares to be issued under full conversion of preferred stock |  |  | 67 |  |  |  | 67 |
Total shares for diluted |  |  | 6,840 |  |  |  | 6,949 |
Diluted earnings per common share |  | $ | 2.85 |  |  | $ | 2.14 |

4. | Inventories

The Company uses the last-in, first-out (“LIFO”) method of valuing inventory as it believes this method allows for better matching of current production cost to current revenue. An actual valuation of inventory under the LIFO method is made at the end of each fiscal year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels, production pack yields, sales and the expected rate of inflation or deflation for the year.

As of June 27, 2026, June 28, 2025, and March 31, 2026, first-in, first-out (“FIFO”) based inventory costs exceeded LIFO based inventory costs, resulting in a LIFO reserve of $333.9 million, $347.5 million, and $337.0 million, respectively. In order to state inventories at LIFO, the Company recorded a decrease to cost of products sold of $3.0 million and $11.8 million for the three months ended June 27, 2026 and June 28, 2025, respectively.

The inventories by category and the impact of using the LIFO method are shown in the following table (in thousands):

|  | As of: |
|  | June 27, |  |  | June 28, |  |  | March 31, |
|  | 2026 |  |  | 2025 |  |  | 2026 |
Finished products |  | $ | 509,010 |  |  | $ | 587,053 |  |  | $ | 596,965 |
Work in process |  |  | 101,964 |  |  |  | 99,651 |  |  |  | 104,202 |
Raw materials and supplies |  |  | 324,344 |  |  |  | 275,189 |  |  |  | 249,704 |
|  |  | 935,318 |  |  |  | 961,893 |  |  |  | 950,871 |
Less: excess of FIFO cost over LIFO cost |  |  | (333,911 | ) |  |  | (347,458 | ) |  |  | (336,958 | )
Total inventories |  | $ | 601,407 |  |  | $ | 614,435 |  |  | $ | 613,913 |

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SENECA FOODS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

5. | Property, Plant and Equipment

Property, plant and equipment is comprised of the following (in thousands):

|  | As of: |
|  | June 27, |  |  | June 28, |  |  | March 31, |
|  | 2026 |  |  | 2025 |  |  | 2026 |
Land and land improvements |  | $ | 57,026 |  |  | $ | 53,458 |  |  | $ | 54,195 |
Buildings and improvements |  |  | 243,377 |  |  |  | 238,848 |  |  |  | 243,062 |
Machinery and equipment |  |  | 527,445 |  |  |  | 506,101 |  |  |  | 523,448 |
Office equipment, furniture, vehicles and computer software |  |  | 18,375 |  |  |  | 15,948 |  |  |  | 17,420 |
Construction in progress |  |  | 35,454 |  |  |  | 21,138 |  |  |  | 24,330 |
Property, plant and equipment, cost |  |  | 881,677 |  |  |  | 835,493 |  |  |  | 862,455 |
Less: accumulated depreciation |  |  | (540,906 | ) |  |  | (510,001 | ) |  |  | (531,175 | )
Property, plant and equipment, net |  | $ | 340,771 |  |  | $ | 325,492 |  |  | $ | 331,280 |

Depreciation expense totaled $9.8 million and $10.0 million for the three months ended June 27, 2026 and June 28, 2025, respectively.

6. | Debt

Finance Obligation — On September 15, 2024, the Company entered into a $21.3 million financing agreement with Wells Fargo Equipment Finance, Inc. for a can manufacturing line located at one of the Company’s plant facilities. The associated finance obligation has a maturity date of September 14, 2031 and a monthly payment of $0.3 million comprised of principal and interest at a fixed rate of 5.56%. As of June 27, 2026, the principal balance of the finance obligation was $16.7 million, of which $2.8 million is included within the current portion of long-term debt, finance and lease obligations on the condensed consolidated balance sheet.

Long-term debt is comprised of the following (in thousands):

|  | As of: |
|  | June 27, |  |  | June 28, |  |  | March 31, |
|  | 2026 |  |  | 2025 |  |  | 2026 |
Revolving credit facility |  | $ | 1,000 |  |  | $ | 10,363 |  |  | $ | 1,000 |
Term Loan A-2 |  |  |  |  |  |  |  |  |  |  |  |
Outstanding principal |  |  | 199,750 |  |  |  | 264,750 |  |  |  | 253,500 |
Unamortized debt issuance costs |  |  | (387 | ) |  |  | (616 | ) |  |  | (444 | )
Term Loan A-2, net |  |  | 199,363 |  |  |  | 264,134 |  |  |  | 253,056 |
Total long-term debt |  |  | 200,363 |  |  |  | 274,497 |  |  |  | 254,056 |
Less current portion |  |  | 15,000 |  |  |  | 15,000 |  |  |  | 15,000 |
Long-term debt, less current portion |  | $ | 185,363 |  |  | $ | 259,497 |  |  | $ | 239,056 |

Revolving Credit Facility — On December 23, 2024, the Company entered into a Loan and Security Agreement (the “Agreement”), with Wells Fargo Bank, National Association as agent for the various lenders of a senior revolving credit facility of up to $450.0 million that is seasonally adjusted to a maximum of $400.0 million during the calendar months of April through July (the “Revolver”).

The Agreement refinanced and replaced in its entirety the Fourth Amended and Restated Loan and Security Agreement dated as of March 24, 2021, as amended from time to time, with Bank of America, N.A. as agent, issuing bank, and syndication agent, and BofA Securities, Inc. as lead arranger (the “2021 Agreement”). The Agreement maintains many of the key characteristics of the 2021 Agreement including the variable interest rate based on the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin, type of collateral, borrowing base requirements and financial covenant calculation, if applicable.

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SENECA FOODS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Revolver is secured by the majority of the Company’s accounts receivable and inventories and contains borrowing base requirements as well as a financial covenant, if certain circumstances apply. The Company utilizes its Revolver for general corporate purposes, including seasonal working capital needs, to pay debt principal and interest obligations, and to fund capital expenditures and acquisitions. Seasonal working capital needs are affected by the growing cycles of the vegetables the Company packages. The majority of vegetable inventories are produced during the months of June through November and are then sold over the following twelve months. Payment terms for vegetable produce are generally three months but may vary and range from approximately one to seven months. Therefore, the Company’s need to draw on the Revolver may fluctuate significantly throughout the year.

The interest rate benchmark for borrowings under the Revolver is based upon SOFR plus an applicable margin, as defined in the Agreement. In order to maintain availability of funds under the revolving credit facility, the Company pays a commitment fee on the unused portion of the Revolver. As of June 27, 2026, the unused portion of the Revolver was $398.6 million. The Revolver has a five-year term and matures on December 24, 2029. Accordingly, the Revolver balance is included in long-term debt on the accompanying condensed consolidated balance sheets.

In connection with the Revolver refinance, certain lenders exited the syndicate and were replaced by new syndicate members. The portion of the transaction in which certain lenders exited was accounted for as an extinguishment resulting in the write-off of an immaterial amount of unamortized deferred costs. The portion of the transaction comprised of lenders that remained in the syndicate was accounted for as a modification, resulting in the Company continuing to defer the remaining unamortized costs over the term of the Revolver. Additionally, the Company incurred $1.6 million of debt issuance costs which are deferred over the term of the Revolver and amortized on a straight-line basis.

The Revolver contains customary affirmative and negative covenants, including covenants that restrict, with specific exceptions, the Company’s ability to incur additional indebtedness, incur liens, pay dividends on the Company’s capital stock, make other restricted payments, including investments, transfer all or substantially all of the Company’s assets, enter into consolidations or mergers, and enter into transactions with affiliates. The Revolver also requires the Company to meet a financial covenant related to a minimum fixed charge coverage ratio if (a) an event of default under the Agreement has occurred or (b) availability under the credit facility is less than the greater of (i) 10% of the commitments then in effect and (ii) $30.0 million.

The following table summarizes certain quantitative data for Revolver borrowings during fiscal year 2027 and fiscal year 2026 (in thousands):

|  | As of: |
|  | June 27, |  |  | June 28, |  |  | March 31, |
|  | 2026 |  |  | 2025 |  |  | 2026 |
Outstanding borrowings |  | $ | 1,000 |  |  | $ | 10,363 |  |  | $ | 1,000 |
Interest rate |  |  | 4.87 | % |  |  | 5.64 | % |  |  | 4.92 | %

|  | Three Months Ended |
|  | June 27, |  |  | June 28, |
|  | 2026 |  |  | 2025 |
Maximum amount of borrowings drawn during the period |  | $ | 1,501 |  |  | $ | 15,717 |
Average outstanding borrowings |  | $ | 1,020 |  |  | $ | 3,818 |
Weighted average interest rate |  |  | 4.97 | % |  |  | 5.61 | %

Term Loans — On January 20, 2023, the Company entered into a Second Amended and Restated Loan and Guaranty Agreement with Farm Credit East, ACA (the “Term Loan Agreement”) which governs two term loans, as summarized below:

Term Loan A-1: The Term Loan Agreement provides for the continuation of a $100.00 million unsecured term loan with a maturity date of June 1, 2025 and fixed interest rate of 3.3012%. Quarterly principal payments were $1.0 million on Term Loan A-1. Upon maturity during fiscal year 2026, the Company paid the Term Loan A-1 in full using available cash on hand of $81.0 million.

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SENECA FOODS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Term Loan A-2: The Term Loan Agreement adds an additional term loan in the amount of $175.0 million that will mature on January 20, 2028, and is secured by a portion of the Company’s property, plant and equipment. Term Loan A-2 bears interest at a variable interest rate based upon SOFR plus an additional margin determined by the Company’s leverage ratio. Quarterly payments of principal outstanding on Term Loan A-2 in the amount of $1.5 million commenced on March 1, 2023.

On May 23, 2023, the Term Loan Agreement was amended by the Second Amended and Restated Loan and Guaranty Agreement Amendment which amended, restated and replaced in its entirety Term Loan A-2 (the “Amendment”). The Amendment provides a single advance term facility in the principal amount of $125.0 million to be combined with the outstanding principal balance of $173.5 million on Term Loan A-2 into one single $298.5 million term loan (“Amended Term Loan A-2”). Amended Loan Term A-2 is secured by a portion of the Company’s property, plant and equipment and bears interest at a variable interest rate based upon SOFR plus an additional margin determined by the Company’s leverage ratio. Quarterly payments of principal outstanding on Amended Term Loan A-2 in the amount of $3.75 million commenced on June 1, 2023. The Amendment continued all aspects of Term Loan A-1, as defined in the Term Loan Agreement, through the maturity date of such loan. In connection with the Amended Term Loan A-2, the Company incurred $1.1 million of financing costs which are deferred and amortized over the life of the term loan. On May 1, 2026, the Company utilized a portion of its available cash on hand to make a voluntary pre-payment of $50.0 million to reduce the outstanding principal balance of the Amended Term Loan A-2. No pre-payment penalty was incurred. As of June 27, 2026, the interest rate on Amended Term Loan A-2 was 5.40%.

The Amendment for Term Loan A-1 and Term Loan A-2 (collectively, the “Term Loans”) contains restrictive covenants usual and customary for loans of its type, in addition to financial covenants including minimum EBITDA and minimum tangible net worth which apply to both Terms Loans described above.

The Company expects to maintain or have access to sufficient liquidity to retire or refinance long-term debt at maturity or otherwise, from operating cash flows, access to the capital markets, and its Revolver. The Company periodically evaluates opportunities to refinance its debt; however, any refinancing is subject to market conditions and other factors, including financing options that may be available to the Company from time to time, and there can be no assurance that the Company will be able to successfully refinance any debt on commercially acceptable terms, if at all.

As of June 27, 2026, the Company was in compliance with all covenants for its revolving credit facility and term loan agreement.

Standby Letters of Credit — The Company has standby letters of credit for certain insurance-related requirements. The Company’s standby letters of credit are automatically renewed annually, unless the issuer gives cancellation notice in advance. On June 27, 2026, the Company had $0.4 million in outstanding standby letters of credit. These standby letters of credit are supported by the Company’s Revolver and reduce borrowings available under the Revolver.

7. | Leases

The Company determines whether an arrangement is a lease at inception of the agreement. Presently, the Company leases land, certain building space, machinery and equipment under various operating and finance leases.

Right-of-use (“ROU”) assets represent the Company’s right to use the underlying assets for the lease term and lease obligations represent the net present value of the Company’s obligation to make payments arising from these leases. ROU assets and lease obligations are recognized at commencement date based on the present value of lease payments over the lease term using the implicit lease interest rate or, when unknown, an incremental borrowing rate based on the information available at commencement date or April 1, 2019 for leases that commenced prior to that date. ROU assets and lease obligations for the Company’s operating and finance leases are disclosed separately in the Company’s condensed consolidated balance sheets.

Lease terms may include options to extend or terminate the lease, and the impact of these options are included in the calculation of the ROU asset and lease obligation only when the exercise of the option is at the Company’s sole discretion and it is reasonably certain that the Company will exercise that option. The Company will not separate lease and non-lease components for its leases when it is impractical to separate the two. In addition, the Company may have certain leases that have variable payments based solely on output or usage of the leased asset. These variable operating lease assets are excluded from the Company’s condensed consolidated balance sheet presentation and expensed as incurred. Leases with an initial term of 12 months or less, or short-term leases, are not recorded on the accompanying condensed consolidated balance sheets and are expensed as incurred.

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SENECA FOODS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The components of lease cost were as follows (in thousands):

|  | Three Months Ended |
|  | June 27, |  |  | June 28, |
|  | 2026 |  |  | 2025 |
Lease cost: |  |  |  |  |  |  |  |
Amortization of right-of-use assets |  | $ | 651 |  |  | $ | 904 |
Interest on lease obligations |  |  | 53 |  |  |  | 112 |
Finance lease cost |  |  | 704 |  |  |  | 1,016 |
Operating lease cost |  |  | 1,592 |  |  |  | 1,087 |
Short-term lease cost |  |  | 3,917 |  |  |  | 3,683 |
Total lease cost |  | $ | 6,213 |  |  | $ | 5,786 |
Cash paid for amounts included in the measurement of lease obligations: |  |  |  |  |  |  |  |
Operating cash flows from finance leases |  | $ | 53 |  |  | $ | 112 |
Operating cash flows from operating leases |  |  | 2,381 |  |  |  | 2,066 |
Financing cash flows from finance leases |  |  | 719 |  |  |  | 1,023 |
|  | $ | 3,153 |  |  | $ | 3,201 |
Right-of-use assets obtained in exchange for new operating lease obligations |  | $ | 556 |  |  | $ | 1,955 |
Right-of-use assets derecognized upon early termination of finance leases |  | $ | - |  |  | $ | 2 |
Right-of-use assets derecognized upon early termination of operating leases |  | $ | 91 |  |  | $ | 57 |
Weighted-average lease term (years): |  |  |  |  |  |  |  |
Finance leases |  |  | 2.5 |  |  |  | 3.7 |
Operating leases |  |  | 5.2 |  |  |  | 4.1 |
Weighted-average discount rate (percentage): |  |  |  |  |  |  |  |
Finance leases |  |  | 3.9 | % |  |  | 4.2 | %
Operating leases |  |  | 5.5 | % |  |  | 5.2 | %

Undiscounted future lease payments under non-cancelable operating and finance leases, along with a reconciliation of undiscounted cash flows to operating and finance lease obligations, respectively, as of June 27, 2026 were as follows (in thousands):

Years ending March 31: |  | Operating |  |  | Finance |
Balance of 2027 |  | $ | 3,646 |  |  | $ | 1,940 |
2028 |  |  | 4,888 |  |  |  | 2,304 |
2029 |  |  | 3,030 |  |  |  | 1,152 |
2030 |  |  | 2,543 |  |  |  | 416 |
2031 |  |  | 2,217 |  |  |  | 1 |
2032 and thereafter |  |  | 3,972 |  |  |  | - |
Total minimum payment required |  |  | 20,296 |  |  |  | 5,813 |
Less interest |  |  | 2,678 |  |  |  | 287 |
Present value of minimum lease payments |  |  | 17,618 |  |  |  | 5,526 |
Amount due within one year |  |  | 4,890 |  |  |  | 2,387 |
Long-term lease obligations |  | $ | 12,728 |  |  | $ | 3,139 |

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SENECA FOODS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

8. | Income Taxes

The Company’s effective tax rate was 25.1% and 24.5% for the three months ended June 27, 2026 and June 28, 2025, respectively. The prior year quarter benefited from a decrease in the valuation allowance related to the usage of state tax credits, although there was no impact to the valuation allowance in the current quarter, therefore resulting in an increase of 0.5% to the current quarter effective tax rate on a comparative basis. There were no other significant items impacting the change in effective tax rate.

On July 4, 2025, the President of the United States signed into law the One Big Beautiful Bill Act (“OBBBA”). The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in calendar year 2025 and others implemented through calendar year 2027. The Company has evaluated the impact of the new law and determined none of the tax provisions are expected to have a significant impact on the Company’s condensed consolidated financial statements.

The Company's federal income tax returns for fiscal years after 2022 are subject to examination. The Company is currently involved in two state income tax audits covering fiscal year 2021 through fiscal year 2025. The Company is current on its federal and state tax returns.

9. | Receivables Purchase Program

On August 12, 2025, the Company entered into a receivables purchase agreement (the “RPA”) with Wells Fargo Bank, N.A. to sell certain accounts receivable at a discount in exchange for cash (the “Program”). The discount is based upon SOFR plus 1.00%. The RPA has an outstanding purchase limit of $50.0 million and can be terminated by either party with 30 days’ notice. The Company has no retained ownership interest in the transferred receivables; however, under the RPA, the Company does have collection and administrative responsibilities in its role as servicer of the receivables. The Program is used by the Company to manage liquidity and provide working capital flexibility in a cost-effective manner.

Receivables transferred under the Program result in the amounts being derecognized from the Company’s condensed consolidated balance sheet and the proceeds received by the Company are included in cash flows from operating activities on the condensed consolidated statement of cash flows. The discount incurred is recorded as part of other operating expense (income), net on the condensed consolidated statement of net earnings.

The Company sold $12.3 million of receivables under the Program during the three months ended June 27, 2026. The Company received proceeds of $12.2 million, which is net of a $0.1 million discount. All amounts collected as of June 27, 2026 by the Company in its role as servicer were remitted to Wells Fargo Bank, N.A. The outstanding balance of receivables derecognized from the Company's condensed consolidated balance sheet at June 27, 2026, but which the Company continues to service, related to the Program was $4.0 million. The amount available under the Program was $46.0 million as of June 27, 2026.

10. | Retirement Plans

The net periodic benefit income for the Company’s pension plan consisted of the following (in thousands):

|  | Three Months Ended |
|  | June 27, |  |  | June 28, |
|  | 2026 |  |  | 2025 |
Service cost including administrative expenses |  | $ | 1,089 |  |  | $ | 1,323 |
Interest cost |  |  | 2,814 |  |  |  | 2,912 |
Expected return on plan assets |  |  | (5,769 | ) |  |  | (4,820 | )
Amortization of prior service cost |  |  | - |  |  |  | 2 |
Net periodic benefit income |  | $ | (1,866 | ) |  | $ | (583 | )

There were no pension contributions made during the three months ended June 27, 2026 and June 28, 2025.

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SENECA FOODS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

11. | Stockholders’ Equity

During the three months ended June 27, 2026, the Company repurchased 9,900 shares of its Class A Common Stock at a cost of $1.4 million, which are included in treasury stock on the condensed consolidated balance sheets. During the three months ended June 28, 2025, the Company repurchased 41,937 shares of its Class A Common Stock at a cost of $3.8 million. As of June 27, 2026, there are 5,442,980 shares or $227.4 million of repurchased stock being held as treasury stock. These shares are not considered outstanding and the Company accounts for treasury stock under the cost method.

Effective April 1, 2026, the Company established a Stock Employee Compensation Trust (“SECT”) to assist in administering and provide funding for equity-based employee compensation plans and benefit programs. During the three months ended June 27, 2026, the Company made a loan to the SECT that the SECT used to purchase 276 shares of Class B Common Stock for $0.1 million. The balance of the shares held by the SECT is included on the condensed consolidated balance sheet. The shares in the SECT are not considered outstanding for purposes of calculating earnings per share. However, in accordance with the trust agreement governing the SECT, the trustee votes all shares held by the SECT on all matters submitted to shareholders.

12. | Fair Value of Financial Instruments

Cash and cash equivalents, accounts receivable, refundable income taxes, accounts payable, income taxes payable, and accrued expenses are reflected in the condensed consolidated balance sheets at carrying value, which approximates fair value due to the short-term maturity of these instruments.

Utilizing the fair value hierarchy, the Company determines fair value of money market funds using Level 1 inputs of quoted prices in active markets. Fair value of commercial paper is determined by using Level 2 inputs of quoted prices for similar assets in active markets.

On a quarterly basis, the Company estimates the fair values for financial instruments that are recorded at carrying value on the condensed consolidated balance sheets. The estimated fair value for long-term debt and finance obligation (classified as Level 2 in the fair value hierarchy) is determined by the quoted market prices for similar debt (comparable to the Company’s financial strength) or current rates offered to the Company for debt with the same maturities. Since quoted prices for identical instruments in active markets are not available (Level 1), the Company makes use of observable market-based inputs to calculate fair value, which is Level 2.

The carrying value and estimated fair value of the Company’s long-term debt and finance obligation are summarized as follows (in thousands):

|  | As of: |
|  | June 27, |  |  | June 28, |  |  | March 31, |
|  | 2026 |  |  | 2025 |  |  | 2026 |
Carrying value |  | $ | 217,102 |  |  | $ | 293,908 |  |  | $ | 271,477 |
Estimated fair value |  | $ | 216,950 |  |  | $ | 293,419 |  |  | $ | 271,406 |

13. | Segment Information

The Company conducts its business almost entirely in food packaging with two reportable segments: Vegetable and Fruit/Snack. The reportable segments reflect how the Company's Chief Executive Officer, who is the Chief Operating Decision Maker (“CODM”), allocates resources and evaluates performance, and how the Company's internal management financial reporting is structured. The Company's CODM evaluates the performance of these reportable segments with a focus on earnings (loss) before income taxes as the measure of segment profit or loss.

The Other category consists of the Company's non-food operations including revenue derived from the sale of cans, ends, seed, outside revenue from the Company's aircraft operations, and certain corporate items. These ancillary activities do not qualify as an operating segment and are not eligible for aggregation with one of the identified operating segments; therefore, they are combined and presented within the “Other” category.

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SENECA FOODS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Earnings (loss) before income taxes is utilized by the CODM to assess the profitability of the business. The CODM uses this information in making key operational decisions, including but not limited to, approval of annual budgets, expanding into new markets or product categories, pursuing business acquisitions or divestures, and initiating major capital expenditures. Analysis of current and historical trends of segment performance, including consideration of known favorable or unfavorable factors that contributed to the financial results for a given period, may also be performed as part of the process. The Company’s business strategies are prioritized and assessed to determine how resources should be allocated to achieve the initiatives and the associated impact on segment performance.

Segment information is provided on a FIFO basis which is consistent with how financial information is prepared internally and provided to the CODM. The LIFO impact on earnings (loss) before income taxes and total assets is shown separately for purposes of reconciling to the GAAP financial statement measure shown on the condensed consolidated statements of net earnings and condensed consolidated balance sheets.

The following table summarizes segment earnings before income taxes and significant segment expenses (in thousands):

|  |  |  |  |  | Fruit and |  |  |  |  |  |  | Subtotal |  |  | LIFO |  |  |  |  |
|  | Vegetable |  |  | Snack |  |  | Other |  |  | (FIFO basis) |  |  | Impact |  |  | Total |
Three months ended June 27, 2026 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net sales (1) |  | $ | 375,864 |  |  | $ | 22,443 |  |  | $ | 6,867 |  |  | $ | 405,174 |  |  | $ | - |  |  | $ | 405,174 |
Cost of products sold |  |  | 336,419 |  |  |  | 20,583 |  |  |  | 3,368 |  |  |  | 360,370 |  |  |  | (3,047 | ) |  |  | 357,323 |
Selling and advertising expense (2) |  |  | 8,370 |  |  |  | 511 |  |  |  | 119 |  |  |  | 9,000 |  |  |  | - |  |  |  | 9,000 |
General and administrative expense |  |  | 7,923 |  |  |  | 842 |  |  |  | 2,641 |  |  |  | 11,406 |  |  |  | - |  |  |  | 11,406 |
Other segment items (3) |  |  | (204 | ) |  |  | - |  |  |  | (1,535 | ) |  |  | (1,739 | ) |  |  | - |  |  |  | (1,739 | )
Interest expense, net |  |  | 3,961 |  |  |  | 376 |  |  |  | (1,193 | ) |  |  | 3,144 |  |  |  | - |  |  |  | 3,144 |
Earnings before income taxes |  | $ | 19,395 |  |  | $ | 131 |  |  | $ | 3,467 |  |  | $ | 22,993 |  |  | $ | 3,047 |  |  | $ | 26,040 |
Income taxes |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 6,533 |
Net earnings |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 19,507 |
Additional segment disclosures: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and amortization (4) |  | $ | 8,745 |  |  | $ | 808 |  |  | $ | 1,075 |  |  | $ | 10,628 |  |  | $ | - |  |  | $ | 10,628 |
Capital expenditures (5) |  | $ | 18,788 |  |  | $ | 554 |  |  | $ | 2 |  |  | $ | 19,344 |  |  | $ | - |  |  | $ | 19,344 |
Total assets |  | $ | 1,478,865 |  |  | $ | 114,678 |  |  | $ | 3,138 |  |  | $ | 1,596,681 |  |  | $ | (333,911 | ) |  | $ | 1,262,770 |
Three months ended June 28, 2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net sales (1) |  | $ | 270,288 |  |  | $ | 21,605 |  |  | $ | 5,565 |  |  | $ | 297,458 |  |  | $ | - |  |  | $ | 297,458 |
Cost of products sold |  |  | 247,679 |  |  |  | 17,166 |  |  |  | 2,600 |  |  |  | 267,445 |  |  |  | (11,798 | ) |  |  | 255,647 |
Selling and advertising expense (2) |  |  | 7,339 |  |  |  | 510 |  |  |  | 61 |  |  |  | 7,910 |  |  |  | - |  |  |  | 7,910 |
General and administrative expense |  |  | 7,515 |  |  |  | 813 |  |  |  | 2,500 |  |  |  | 10,828 |  |  |  | - |  |  |  | 10,828 |
Other segment items (3) |  |  | (132 | ) |  |  | - |  |  |  | (1,916 | ) |  |  | (2,048 | ) |  |  | - |  |  |  | (2,048 | )
Interest expense, net |  |  | 3,981 |  |  |  | 304 |  |  |  | 1,125 |  |  |  | 5,410 |  |  |  | - |  |  |  | 5,410 |
Earnings before income taxes |  | $ | 3,906 |  |  | $ | 2,812 |  |  | $ | 1,195 |  |  | $ | 7,913 |  |  | $ | 11,798 |  |  | $ | 19,711 |
Income taxes |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 4,826 |
Net earnings |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 14,885 |
Additional segment disclosures: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and amortization (4) |  | $ | 8,989 |  |  | $ | 839 |  |  | $ | 1,245 |  |  | $ | 11,073 |  |  | $ | - |  |  | $ | 11,073 |
Capital expenditures (5) |  | $ | 9,570 |  |  | $ | 1,215 |  |  | $ | - |  |  | $ | 10,785 |  |  | $ | - |  |  | $ | 10,785 |
Total assets |  | $ | 1,390,427 |  |  | $ | 114,096 |  |  | $ | 2,279 |  |  | $ | 1,506,802 |  |  | $ | (347,458 | ) |  | $ | 1,159,344 |

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SENECA FOODS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following footnotes should be read in connection with the segment disclosure table shown on the previous page:

| (1) | Information received by the CODM as part of net sales includes trade promotion costs representing amounts paid to customers for shelf space, to obtain favorable display positions, and to offer temporary price reductions for the sale of the Company's products to consumers.
| (2) | Information received by the CODM as part of selling and advertising expenses includes direct selling expenses such as brokerage costs, sales force employee compensation, and costs incurred to execute sales to customers.
| (3) | Other segment items include other operating expense (income), net and other non-operating income, each of which are not considered to be significant segment expenses. These amounts are combined into one line for purposes of reconciling to the reported measure of earnings before income taxes.
| (4) | Depreciation and amortization are required to be disclosed as both amounts are included in the reported measure of earnings (loss) before income taxes. The amounts are not considered to be significant segment expenses and therefore are shown separately as an additional segment disclosure. Depreciation and amortization are included within the line items for cost of products sold and general and administrative expense.
| (5) | Capital expenditures represent fixed asset additions recorded during the respective interim period, regardless of payment timing. The total shown for each interim period reconciles to amounts reported on the condensed consolidated statements of cash flows within the sections for net cash used in investing activities and supplemental noncash transaction information.

14. | Legal Proceedings, Other Contingencies, and Commitments

In the ordinary course of its business, the Company is made a party to certain legal proceedings seeking monetary damages, including proceedings involving product liability claims, workers’ compensation along with other employee claims, tort and other general liability claims, for which it carries insurance, as well as patent infringement and related litigation. The Company is in a highly regulated industry and is also periodically involved in government actions for regulatory violations and other matters surrounding the manufacturing of its products, including, but not limited to, environmental, employee, and product safety issues. While it is not feasible to predict or determine the ultimate outcome of these matters, the Company does not believe that an adverse decision in any of these legal proceedings would have a material impact on its financial position, results of operations, or cash flows.

The Company has posted a surety bond and a surety-backed letter of credit which serve as collateral for its workers’ compensation policy. The primary purpose of these instruments is to indemnify the beneficiary should the Company be unable to fulfill its obligations for claims asserted under the workers’ compensation policy. Both the surety bond and the surety-backed letter of credit are automatically renewed annually, unless the issuer gives cancellation notice in advance. As of June 27, 2026, the amount of the surety bond and the surety-backed letter of credit was $4.3 million and $13.8 million, respectively. The Company is not aware of any outstanding claims made against either of these instruments.

15. | Subsequent Event

In July 2026, the Company utilized a portion of its available cash on hand to make a voluntary pre-payment of $50.0 million to reduce the outstanding principal balance of its Amended Term Loan A-2. No pre-payment penalty was incurred.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Seneca Foods Corporation is a leading provider of packaged fruits and vegetables, with facilities located throughout the United States. Our product offerings include canned, frozen and jarred produce, and snack chips that are sold under private label as well as national and regional brands that the Company owns or licenses, including Aunt Nellie’s®, Cherryman®, Green Giant®, Green Valley®, Libby’s®, READ®, and Seneca®. Our products are sold nationwide by major grocery outlets, including supermarkets, mass merchandisers, limited assortment stores, club stores and dollar stores. We also sell products to foodservice distributors, restaurant chains, industrial markets, other food processors, export customers in approximately 55 countries and federal, state and local governments for school and other food programs. Additionally, the Company packs canned and frozen vegetables under contract packing agreements.

Business Trends

We purchase raw materials, including raw produce, steel, ingredients and packaging materials from growers, commodity processors, steel producers and packaging suppliers. Raw materials and other input costs, such as labor, fuel, fertilizer, utilities and transportation, are subject to fluctuations in price attributable to a number of factors. Certain of the raw materials, namely steel, are subject to import tariffs and other restrictions, and the United States government may periodically impose new or revise existing duties, quotas, tariffs or other restrictions to which the Company may be subject. Fluctuations in commodity prices can lead to retail price volatility and can influence consumer and trade buying patterns. The cost of raw materials, fuel, labor, distribution and other costs related to our operations can increase from time to time significantly and unexpectedly, the impact of which could increase our cost of products sold and reduce our profitability.

We experienced material cost increases to various production inputs during the last several years due to a number of factors, including but not limited to, supply chain disruptions, steel supply and pricing, raw material shortages, inflationary pressure, and labor shortages. Additionally, foreign conflicts have disrupted the global economic environment during these years. While the Company has no direct exposure to these foreign conflicts, some of which are ongoing, they have had a negative impact on the global economy which has increased certain of our input costs. While some of the factors mentioned above have started to ease and stabilize, our costs remain elevated as compared to historical levels.

We attempt to manage costs by locking in prices through short-term supply contracts, advance grower purchase agreements, and by implementing cost saving measures. We also attempt to offset rising input costs by raising sales prices to our customers. However, increases in the prices we charge our customers may lag behind rising input costs. Competitive pressures and pricing methodologies employed in the various sales channels in which we compete may also limit our ability to raise prices in response to rising costs. To the extent we are unable to avoid or offset any present or future cost increases, our operating results could be materially adversely affected.

Results of Operations

Net Sales:

The following table presents net sales by product category (in thousands):

|  | Three Months Ended |
|  | June 27, |  |  | June 28, |
|  | 2026 |  |  | 2025 |
Canned vegetables |  | $ | 307,964 |  |  | $ | 247,351 |
Frozen vegetables |  |  | 67,900 |  |  |  | 22,937 |
Fruit products |  |  | 18,912 |  |  |  | 18,050 |
Snack products |  |  | 3,531 |  |  |  | 3,555 |
Other |  |  | 6,867 |  |  |  | 5,565 |
Total |  | $ | 405,174 |  |  | $ | 297,458 |

Three Months Ended June 27, 2026 and June 28, 2025

Net sales totaled $405.2 million for the three months ended June 27, 2026 as compared with $297.5 million for the three months ended June 28, 2025. The overall net sales increase of $107.7 million, or 36.2%, was driven by higher sales volumes contributing an increase of $96.8 million, along with higher selling prices and the impact of product mix which contributed an increase of $10.9 million as compared to the prior year quarter.

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Net sales of canned vegetables and frozen vegetables increased by a combined $105.5 million over the prior year quarter. The categories experienced an increase in sales volume equating to $96.0 million, along with $9.5 million from higher selling prices and the impact of product mix. Net sales in the fruit products category increased by $0.9 million mainly driven by an increase in sales volume. Net sales of the snack products category were flat compared to the prior year quarter. Lastly, net sales attributable to the other category increased $1.3 million as compared to the prior year quarter for seed, cans and ends, and outside revenue from aircraft operations, which are ancillary to the Company’s main operations.

Operating Income:

The following table presents components of operating and non-operating (income) expense as a percentage of net sales (percentages shown as absolute values):

|  | Three Months Ended |
|  | June 27, |  |  | June 28, |
|  | 2026 |  |  | 2025 |
Gross margin |  |  | 11.8 | % |  |  | 14.1 | %
Selling, general, and administrative expense |  |  | 5.0 | % |  |  | 6.3 | %
Other operating expense (income), net |  |  | 0.3 | % |  |  | 0.0 | %
Operating income |  |  | 6.5 | % |  |  | 7.8 | %
Other non-operating income |  |  | 0.7 | % |  |  | 0.6 | %
Interest expense, net |  |  | 0.8 | % |  |  | 1.8 | %
Income taxes |  |  | 1.6 | % |  |  | 1.6 | %

Three Months Ended June 27, 2026 and June 28, 2025

Gross Margin: Gross margin for the three months ended June 27, 2026 was 11.8% as compared to 14.1% for the three months ended June 28, 2025. Gross margin decreased when comparing the year-over-year quarterly periods mainly because the prior year quarter benefited from a larger LIFO credit thereby reducing the cost of products sold on a GAAP basis for that period. The Company’s LIFO credit for the three months ended June 27, 2026 was $3.0 million as compared to $11.8 million for the three months ended June 28, 2025. Excluding the LIFO credit, the gross margin was steady year-over-year as the percentage increase in cost of products sold was generally consistent with the percentage increase in net sales. Refer to the business trends section above and the material cash requirements section below for additional discussion of the factors impacting the respective seasonal pack.

Selling, General, and Administrative: Selling, general and administrative expense for the three months ended June 27, 2026 increased $1.7 million from the three months ended June 28, 2025. Selling, general, and administrative expense as a percentage of net sales for the three months ended June 27, 2026, was 5.0% as compared with 6.3% for the prior year quarter. The decrease in selling, general, and administrative expense as a percentage of net sales was mainly driven by the increase in net sales and the fixed nature of certain expenses.

Other Operating Expense (Income), net: The Company had other operating expense, net of $1.2 million during the three months ended June 27, 2026, which was driven primarily by $1.4 million of transition service fees resulting from the business acquisition in fiscal year 2026. During the three months ended June 28, 2025, the Company had other operating income, net of $0.1 million, which was driven primarily by the sale of various spare equipment.

Non-Operating (Income) Expense:

Other Non-Operating Income: Other non-operating income totaled $3.0 million and $1.9 million for the three months ended June 27, 2026 and June 28, 2025, respectively, and is comprised of the non-service related pension amounts that are actuarially determined.

Interest Expense, net: Interest expense as a percentage of net sales was 0.8% for the three months ended June 27, 2026, as compared to 1.8% for the three months ended June 28, 2025. Interest expense decreased from $5.4 million in the prior year quarter to $3.1 million in the current quarter primarily driven by lower average borrowings outstanding under the Company’s revolving credit facility, a lower weighted average interest rate for the revolving credit facility as compared to the prior year quarter, and the current quarter did not have any interest incurred for Term Loan A-1.

Income Taxes:

The Company’s effective tax rate was 25.1% and 24.5% for the three months ended June 27, 2026 and June 28, 2025, respectively. The prior year quarter benefited from a decrease in the valuation allowance related to the usage of state tax credits, although there was no impact to the valuation allowance in the current quarter, therefore resulting in an increase of 0.5% to the current quarter effective tax rate on a comparative basis. There were no other significant items impacting the change in effective tax rate.

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Liquidity and Capital Resources

Selected financial data of the Company is summarized in the following table and explanatory review (dollar amounts in thousands, except per share data):

|  | June 27, |  |  | June 28, |  |  | March 31, |  |  | March 31, |
|  | 2026 |  |  | 2025 |  |  | 2026 |  |  | 2025 |
Working capital: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance |  | $ | 576,051 |  |  | $ | 553,969 |  |  | $ | 625,200 |  |  | $ | 541,096 |
Change in quarter |  | $ | (49,149 | ) |  | $ | 12,873 |  |  |  |  |  |  |  |  |
Current portion of long-term debt, finance and lease obligations |  | $ | 25,101 |  |  | $ | 24,419 |  |  | $ | 25,259 |  |  | $ | 105,692 |
Long-term debt |  | $ | 185,363 |  |  | $ | 259,497 |  |  | $ | 239,056 |  |  | $ | 253,822 |
Operating lease obligations |  | $ | 12,728 |  |  | $ | 6,997 |  |  | $ | 14,343 |  |  | $ | 6,924 |
Financing lease obligations |  | $ | 3,139 |  |  | $ | 7,559 |  |  | $ | 3,715 |  |  | $ | 8,377 |
Finance obligation |  | $ | 13,915 |  |  | $ | 16,739 |  |  | $ | 14,636 |  |  | $ | 17,421 |
Total stockholders' equity per equivalent common share (1) |  | $ | 113.15 |  |  | $ | 92.85 |  |  | $ | 110.33 |  |  | $ | 90.70 |
Stockholders' equity per common share |  | $ | 114.34 |  |  | $ | 93.82 |  |  | $ | 111.49 |  |  | $ | 91.63 |
Current ratio |  |  | 3.77 |  |  |  | 4.11 |  |  |  | 5.06 |  |  |  | 3.52 |

| (1) | Equivalent common shares are either common shares or, for convertible preferred shares, the number of common shares that the preferred shares are convertible into. See Note 11 of the Notes to Consolidated Financial Statements of the Company’s 2026 Annual Report on Form 10-K for conversion details.

Material Cash Requirements: The Company’s primary liquidity requirements include debt service, capital expenditures and working capital needs. The Company may also seek strategic acquisitions to leverage existing capabilities and further build upon its existing business. Liquidity requirements are funded primarily through cash generated from operations and external sources of financing, including the revolving credit facility. The Company may also utilize its receivables purchase program to manage short-term liquidity and provide working capital flexibility, as needed.

During the preceding fiscal years, working capital needs trended higher than previously experienced by the Company in part because of larger annual pack sizes needed to replenish the Company’s post-pandemic inventory levels to meet customer demand, and because of supply chain challenges and inflationary pressure in the steel industry which impacted can manufacturing operations. To successfully navigate the uncertainty driven by inflation and import tariffs, and a desire to diversify its steel supply, the Company employed a strategic approach during those fiscal years and increased steel coil purchases to better position itself for subsequent years. The higher cost of steel coil raw materials translated into an elevated container cost and ultimately resulted in an increased cost per unit for the associated finished good product. Working capital was likewise unfavorably impacted during the preceding fiscal years as the Company experienced material cost increases implemented by suppliers affecting various other production inputs aside from steel. These economic conditions contributed to higher cash outflows and an increased cost per unit for the associated finished good product.

During fiscal year 2025, the Company experienced an easing of working capital needs. However, adverse weather conditions during the planting and harvesting seasons had a notable impact, especially in the upper Midwest where the Company has its primary growing region. Challenging growing conditions and reduced crop yields resulted in a seasonal pack smaller than originally planned. This in turn resulted in a higher-cost seasonal pack on a per unit basis for fiscal year 2025; although, the overall cash requirements showed improvement as compared to the preceding fiscal years.

The Company’s fiscal year 2026 seasonal pack benefited from improved crop yields and less challenging growing conditions in certain regions, which contributed to an overall larger pack size as compared to the prior year. The Company’s plant locations ran more steadily during the harvesting and production process without as many weather-related interruptions experienced in fiscal year 2025. These factors resulted in an overall lower-cost seasonal pack on a per unit basis for fiscal year 2026.

With fiscal year 2027 underway and the early stages of the Company’s seasonal pack commencing during the current quarter, the principal focus will be on working capital needs to fund the pack as it progresses and inventory levels are replenished.

A strong cash position leading into fiscal year 2027, coupled with continued positive cash flows provided by operating activities, allowed the Company to minimize use of its revolving credit facility during the three months ended June 27, 2026. Additionally, the Company utilized cash on hand to fund the $50.0 million voluntary pre-payment on Amended Term Loan A-2 as discussed in Note 6. The Company believes that its operations along with existing liquidity sources will satisfy its cash requirements for at least the next twelve months. The Company has borrowed funds and continues to believe that it has the ability to do so at reasonable interest rates; however additional borrowings would result in increased interest expense. The Company does not have any off-balance sheet financing arrangements.

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Summary of Cash Flows: The following table presents a summary of the Company’s cash flows from operating, investing and financing activities (in thousands):

|  | Three Months Ended |
|  | June 27, 2026 |  |  | June 28, 2025 |
Cash provided by operating activities |  | $ | 109,063 |  |  | $ | 53,696 |
Cash used in investing activities |  |  | (15,504 | ) |  |  | (11,173 | )
Cash used in financing activities |  |  | (56,557 | ) |  |  | (80,841 | )
Net increase (decrease) in cash and cash equivalents |  |  | 37,002 |  |  |  | (38,318 | )
Cash and cash equivalents, beginning of period |  |  | 49,919 |  |  |  | 50,390 |
Cash and cash equivalents, end of period |  | $ | 86,921 |  |  | $ | 12,072 |

Net Cash Provided by Operating Activities: For the three months ended June 27, 2026, cash provided by operating activities was $109.1 million, which consisted of $82.4 million from changes in operating assets and liabilities, coupled with net earnings of $19.5 million and partially offset by non-cash charges of $7.2 million. The non-cash charges were mainly comprised of $10.6 million of depreciation and amortization and $1.3 million of non-cash lease expense, offset by a $3.0 million LIFO credit and a $1.9 million increase in pension benefit. The change in operating assets and liabilities was mainly impacted by inventories being a use of cash as the early stages of the Company’s seasonal pack commenced during the quarter.

For the three months ended June 28, 2025, cash provided by operating activities was $53.7 million, which consisted of $38.9 million from changes in operating assets and liabilities, coupled with net earnings of $14.9 million and partially offset by non-cash charges of $0.1 million. The non-cash charges were mainly comprised of $11.1 million of depreciation and amortization and $0.9 million of non-cash lease expense, largely offset by a $11.8 million LIFO credit. The change in operating assets and liabilities was mainly impacted by inventories being a use of cash as the early stages of the Company’s seasonal pack commenced during the quarter.

The cash requirements of the business fluctuate significantly throughout the year to coincide with the seasonal growing cycles of vegetables. The majority of the inventories are produced during the packing months, from June through November, and are then sold over the following twelve months. Cash flow from operating activities is one of the Company’s main sources of liquidity, excluding usual seasonal working capital swings.

Net Cash Used in Investing Activities: Net cash used in investing activities was $15.5 million for the three months ended June 27, 2026, which was largely driven by cash used for capital expenditures of $17.2 million. Partially offsetting that amount was $1.7 million received upon settlement of the contingent consideration resulting from the business acquisition in fiscal year 2026.

Net cash used in investing activities was $11.2 million for the three months ended June 28, 2025, and consisted of cash used for capital expenditures of $11.3 million, partially offset by proceeds from the sale of assets totaling $0.1 million.

Net Cash Used in Financing Activities: Net cash used in financing activities was $56.6 million for the three months ended June 27, 2026, driven primarily by payments of $54.4 million on its term loans and finance obligation. This included a $50.0 million pre-payment for Amended Term Loan A-2 during the current quarter. The Company also used cash of $1.4 million to purchase treasury stock and made payments of $0.8 million on finance leases. The Company utilized its revolving credit facility, although borrowings and repayments both equated to $0.6 million during the three month period, thereby resulting in no change to the ending balance as compared to the beginning of the fiscal year.

Net cash used in financing activities was $80.8 million for the three months ended June 28, 2025, driven primarily by payments of $85.4 million on its term loans and finance obligation. This included full payment of $81.0 million for the Term Loan A-1 upon maturity during the current quarter. The Company also used cash of $3.8 million to purchase treasury stock and made payments of $1.0 million on finance leases. Partially offsetting the cash outflows, the Company had net borrowings of $9.4 million on its revolving credit facility.

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Impact of Seasonality on Financial Position and Results of Operations

The Company’s production cycle begins with planting in the spring followed by harvesting and packaging during the second and third fiscal quarters with sales spanning over the following twelve months. The last fiscal quarter ending March 31 is the optimal time for maintenance, repairs and equipment changes in the Company’s seasonal packaging plants. The supply of commodities, current pricing, and expected new crop quantity and quality affect the timing and amount of the Company’s sales and earnings. When the seasonal harvesting periods of the Company's major vegetables are newly completed, inventories for these packaged vegetables are at their highest levels. For peas, the peak inventory time is mid-summer and for sweet corn and green beans, the Company's highest volume vegetables, the peak inventory is in mid-autumn. The seasonal nature of the Company’s production cycle results in inventory and accounts payable typically reaching their lowest point in the fourth quarter prior to the new seasonal pack commencing. As the seasonal pack progresses, these components of working capital both increase until the pack is complete.

The Company’s fruit and vegetable sales exhibit seasonal increases in the third fiscal quarter due to increased retail demand during the holiday season. In addition, the Company sells certain finished goods to co-pack customers on a bill and hold basis during the pack cycle, which typically occurs in the second and third quarters. Given the seasonal nature of the Company’s sales, the accounts receivable balance typically reaches its highest point at the end of the second fiscal quarter.

Non-GAAP Financial Measures

Adjusted net earnings, EBITDA, and FIFO EBITDA are non-GAAP financial measures and are provided for informational purposes only. The Company believes these non-GAAP financial measures provide investors with helpful information to evaluate financial performance, perform comparisons from period to period, and to compare results against the Company’s industry peers. A non-GAAP financial measure is defined as a numerical measure of the Company’s financial performance that excludes or includes amounts so as to be different from the most directly comparable measure calculated and presented in accordance with GAAP in the condensed consolidated balance sheets and related condensed consolidated statements of net earnings, comprehensive income, stockholders’ equity and cash flows. The Company does not intend for this information to be considered in isolation or as a substitute for other measures prepared in accordance with GAAP.

Adjusted net earnings are calculated on a FIFO basis which excludes the impact from the application of LIFO. Set forth below is a reconciliation of reported net earnings before income taxes to adjusted net earnings (in thousands):

|  | Three Months Ended |
|  | June 27, |  |  | June 28, |
|  | 2026 |  |  | 2025 |
Earnings before income taxes, as reported |  | $ | 26,040 |  |  | $ | 19,711 |
LIFO credit |  |  | (3,047 | ) |  |  | (11,798 | )
Adjusted earnings before income taxes |  |  | 22,993 |  |  |  | 7,913 |
Income taxes (1) |  |  | 5,780 |  |  |  | 1,900 |
Adjusted net earnings |  | $ | 17,213 |  |  | $ | 6,013 |

| (1) | For the three months ended June 27, 2026 and June 28, 2025, income taxes on adjusted earnings before taxes were calculated using the income tax provision amounts of $6.5 million and $4.8 million, respectively, and applying the statutory tax rates of 24.7% and 24.8%, respectively, for each of the respective periods to the pre-tax LIFO credit.

The Company believes EBITDA is often a useful measure of a Company’s operating performance because EBITDA excludes charges for depreciation, amortization, non-cash lease expense, and interest expense as well as the Company’s provision for income tax expense. EBITDA is frequently used as one of the bases for comparing businesses in the Company’s industry. FIFO EBITDA also excludes non-cash charges related to the LIFO inventory valuation method. The Company’s revolving credit facility and term loan agreements use FIFO EBITDA in the financial covenants thereunder.

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Set forth below is a reconciliation of reported net earnings to EBITDA and FIFO EBITDA (in thousands):

|  | Three Months Ended |
|  | June 27, |  |  | June 28, |
|  | 2026 |  |  | 2025 |
Net earnings |  | $ | 19,507 |  |  | $ | 14,885 |
Income taxes |  |  | 6,533 |  |  |  | 4,826 |
Interest expense, net |  |  | 3,144 |  |  |  | 5,410 |
Depreciation and amortization (1) |  |  | 11,974 |  |  |  | 12,022 |
Interest amortization (2) |  |  | (149 | ) |  |  | (154 | )
EBITDA |  |  | 41,009 |  |  |  | 36,989 |
LIFO credit |  |  | (3,047 | ) |  |  | (11,798 | )
FIFO EBITDA |  | $ | 37,962 |  |  | $ | 25,191 |

| (1) | Includes non-cash lease expense consistent with financial covenant calculations.
| (2) | Reconciling item needed to exclude debt issuance cost amortization from the amount shown for interest expense.

New Accounting Standards

Refer to Note 1, “Basis of Preparation and Presentation”, to the Condensed Consolidated Financial Statements contained herein.

Critical Accounting Estimates

A description of the Company's critical accounting estimates is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026. There were no material changes to the Company's critical accounting policies or estimates during the three months ended June 27, 2026.

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Forward-Looking Information

This Quarterly Report on Form 10-Q contains “forward-looking statements” as that term is used in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they address future events, developments, and results and do not relate strictly to historical facts. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance, or achievements, and may contain the words "will," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "seeks," "should," "likely," "targets," "may," "can" and variations thereof and similar expressions. Forward-looking statements are subject to known and unknown risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed. We believe important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the following:

| ● | the effects of rising costs and availability of raw fruit and vegetables, steel, ingredients, packaging, other raw materials, distribution and labor;
| ● | crude oil prices and their impact on distribution, packaging and energy costs;
| ● | the impact of tariffs and other governmental trade restrictions;
| ● | an overall labor shortage, ability to retain a sufficient seasonal workforce, lack of skilled labor, labor inflation or increased turnover impacting our ability to recruit and retain employees;
| ● | climate and weather affecting growing conditions and crop yields;
| ● | our ability to successfully implement sales price increases and cost saving measures to offset cost increases;
| ● | the loss of significant customers or a substantial reduction in orders from these customers;
| ● | effectiveness of our marketing and trade promotion programs;
| ● | competition, changes in consumer preferences, demand for our products and local economic and market conditions;
| ● | the impact of a pandemic on our business, suppliers, customers, consumers and employees;
| ● | unanticipated expenses, including, without limitation, litigation or legal settlement expenses;
| ● | product liability claims;
| ● | the anticipated needs for, and the availability of, cash;
| ● | the availability of financing;
| ● | leverage and the ability to service and reduce debt;
| ● | foreign currency exchange and interest rate fluctuations;
| ● | the risks associated with the expansion of our business;
| ● | the ability to successfully integrate acquisitions into our operations;
| ● | our ability to protect information systems against, or effectively respond to, a cybersecurity incident or other disruption;
| ● | other factors that affect the food industry generally, including:

| o | recalls if products become adulterated or misbranded, liability if product consumption causes injury, ingredient disclosure including labeling laws and regulations, and the possibility that consumers could lose confidence in the safety and quality of certain food products;
| o | competitors’ pricing practices and promotional spending levels;
| o | fluctuations in the level of our customers’ inventories and credit and other business risks related to our customers operating in a challenging economic and competitive environment; and
| o | the risks associated with third-party suppliers, including the risk that any failure by one or more of our third-party suppliers to comply with food safety or other laws and regulations may disrupt our supply of raw materials or certain finished goods products or injure our reputation; and

| ● | changes in, or the failure or inability to comply with, U.S., foreign and local governmental regulations, including health, environmental, and safety regulations.

Any of these factors, as well as such other factors as discussed in our other periodic filings with the SEC, could cause our actual results to differ materially from our anticipated results. The information provided in this Form 10-Q is based upon the facts and circumstances known as of the date of this report, and any forward-looking statements made by us in this Form 10-Q speak only as of the date on which they are made. Except as required by law, we undertake no obligation to update these forward-looking statements after the date of this Form 10-Q to reflect events or circumstances after such date, or to reflect the occurrence of unanticipated events.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the ordinary course of business, the Company is exposed to various market risk factors, including changes in general economic conditions, competition and raw material pricing and availability. There have been no material changes to the Company’s exposure to market risk since March 31, 2026. In addition, the Company is exposed to fluctuations in interest rates, primarily related to its revolving credit facility and Amended Term Loan A-2. To manage interest rate risk, the Company uses both fixed and variable interest rate debt plus fixed interest rate lease obligations. The interest rate on the finance obligation is fixed and not subject to interest rate volatility.

Item 4. Controls and Procedures

The Company maintains a system of internal and disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported on a timely basis. The Company’s Board of Directors, operating through its Audit Committee, which is composed entirely of independent outside directors, provides oversight to the financial reporting process.

An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of June 27, 2026, our disclosure controls and procedures were effective. The Company continues to examine, refine and formalize its disclosure controls and procedures and to monitor ongoing developments in this area.

There have been no changes during the period covered by this report to the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Refer to Note 14, “Legal Proceedings, Other Contingencies, and Commitments,” to the Condensed Consolidated Financial Statements contained herein.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in the Company’s Annual Report Form 10-K for the period ended March 31, 2026, except to the extent factual information disclosed elsewhere in this Form 10-Q relates to such risk factors.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

|  | Total Number of |  |  | Average Price |  |  |  |  |  |  | Maximum Number |
|  | Shares Purchased (1) |  |  | Paid per Share |  |  | Total Number of Shares |  |  | (or Approximate Dollar Value) |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Purchased as Part of |  |  | of Shares that May Yet |
|  | Class A |  |  | Class B |  |  | Class A |  |  | Class B |  |  | Publicly Announced |  |  | Be Purchased Under the |
Period |  | Common |  |  | Common |  |  | Common |  |  | Common |  |  | Plans or Programs |  |  | Plans or Programs |
04/01/2026 – |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
04/25/2026 |  |  | - |  |  |  | 276 |  |  |  | - |  |  | $ | 160.92 |  |  |  | - |  |  |  |  |
04/26/2026 – |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
05/23/2026 (2) |  |  | 9,900 |  |  |  | - |  |  | $ | 136.34 |  |  |  | - |  |  |  | - |  |  |  |  |
05/24/2026 – |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
06/27/2026 |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  |  |
Total |  |  | 9,900 |  |  |  | 276 |  |  | $ | 136.34 |  |  | $ | 160.92 |  |  |  | 0 |  |  |  | 274,681 |

| (1) | Reflects purchases by the Seneca Foods Corporation Stock Employee Compensation Trust (“SECT”) as follows: 276 shares of Class B Common Stock in a privately negotiated transaction at $160.92 per share during April.
| (2) | Includes 9,900 shares that were purchased from the Seneca Foods Corporation Employees' Savings Plan to satisfy the cash needs for transfers and payments in connection with the employer stock investment fund under the plan.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

(c) Trading Plans

During the quarterly period ended June 27, 2026, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

Item 6. Exhibits

Exhibit Number | Description
31.1 | Certification of Paul L. Palmby pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 | Certification of Michael S. Wolcott pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32 | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS | Inline XBRL Instance Document
101.1.SCH | Inline XBRL Taxonomy Extension Calculation Schema Document
101.2.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.3.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document
101.4.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document
101.5.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 | Cover page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

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SIGNATURES

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

|  | SENECA FOODS CORPORATION |
| By: | /s/ Paul L. Palmby |
|  | Paul L. Palmby |
|  | President and Chief Executive Officer |
|  | (Principal Executive Officer) |
|  | August 6, 2026 |
| By: | /s/ Michael S. Wolcott |
|  | Michael S. Wolcott |
|  | Chief Financial Officer |
|  | (Principal Financial Officer) |
|  | August 6, 2026 |

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