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Southland Holdings (SLND) faces $57M judgment in American Bridge case

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Southland Holdings, Inc. disclosed that its wholly owned subsidiary American Bridge Company received an adverse trial court ruling related to construction of the Washington State Convention Center. On January 15, 2026, a King County, Washington court entered a judgment in favor of Clark/Lewis Joint Venture and against American Bridge and certain sureties, jointly and severally, for a principal amount of approximately $57 million.

American Bridge strongly disagrees with the decision and plans to appeal, but there is no assurance the appeal will succeed. Southland is working with its term loan agent, Callodine Commercial Finance, LLC, and the lenders under its Credit Agreement to assess how this judgment affects its debt arrangements. The company is also analyzing how the ruling will impact its accounting and financial reporting.

Positive

  • None.

Negative

  • Adverse litigation outcome: Trial court entered an approximately $57 million judgment against American Bridge Company and certain sureties, creating a significant potential liability.
  • Financing and reporting uncertainty: Southland is working with term loan lenders and reviewing accounting and financial reporting impacts, indicating possible pressure on its Credit Agreement and financial position.

Insights

$57M judgment creates legal and credit pressure for Southland.

The disclosure centers on a trial court judgment of approximately $57 million entered on January 15, 2026 against American Bridge Company, a wholly owned subsidiary of Southland Holdings, and certain sureties. This stems from a dispute over work on the Washington State Convention Center. The size and joint-and-several nature of the judgment suggest a potentially material obligation for the group.

American Bridge plans to appeal and states it believes the ruling is not supported by law or evidence, but the company explicitly notes there is no assurance the appeal will be successful. At the same time, Southland is working with Callodine Commercial Finance, LLC and lenders under its Term Loan and Security Agreement, and is evaluating accounting and financial reporting impacts. These steps indicate the judgment may affect debt covenants, leverage, or liquidity, though specific outcomes are not detailed in the disclosure.

For investors, the key elements are the size of the judgment, the uncertainty around the appeal, and the ongoing discussions under the Credit Agreement. Future periodic reports or additional current reports are likely to clarify how the judgment is reflected on the balance sheet and whether any amendments or waivers under the term loan are needed.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): January 15, 2026

 

 

SOUTHLAND HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-41090   87-1783910
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)

 

1100 Kubota Drive

Grapevine, TX 76051

(Address of Principal Executive Offices) (Zip Code)

 

(817) 293-4263

(Registrant’s Telephone Number, Including Area Code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, par value $0.0001 per share   SLND   NYSE American LLC
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share   SLND WS   NYSE American LLC

 

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

 

Emerging growth company 

 

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

 

 

 

 

 

 

Item 8.01 Other Events.

 

American Bridge Company (“American Bridge”), a wholly owned subsidiary of Southland Holdings, Inc. (the “Company”), received an adverse ruling in the case of American Bridge Company v. Clark/Lewis Joint Venture, et al. The case relates to the construction of the Washington State Convention Center by American Bridge. In this litigation, the trial court in King County, Washington, by order dated January 15, 2026, ruled in favor of Clark/Lewis Joint Venture and entered a judgment against American Bridge and certain of its sureties, jointly and severally, in the total principal amount of approximately $57 million.

 

American Bridge strongly disagrees with the trial court’s decision and believes that the judgment is not supported by the law or the evidence presented at trial. Accordingly, American Bridge intends to appeal the ruling. While American Bridge intends to vigorously challenge and seek reversal of the ruling, there can be no assurances that American Bridge’s intended appeal will be successful.

 

The Company is actively working with Callodine Commercial Finance, LLC, as agent, and the lenders party to the Term Loan and Security Agreement dated September 30, 2024, as amended by the First Amendment dated March 3, 2025 (the “Credit Agreement”) to determine the impact of the adverse ruling on the Credit Agreement. In addition, the Company is actively analyzing the accounting and financial reporting impacts of the adverse ruling.

 

1

 

 

SIGNATURE

 

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

 

Dated: January 22, 2026 SOUTHLAND HOLDINGS, INC.
     
  By: /s/ Frank S. Renda
    Name: Frank S. Renda
    Title: President and Chief Executive Officer

 

2

FAQ

What did Southland Holdings (SLND) disclose in this 8-K?

Southland Holdings reported that its wholly owned subsidiary American Bridge Company received an adverse trial court ruling, with a judgment of approximately $57 million related to the Washington State Convention Center construction project.

How large is the judgment against American Bridge Company?

The King County, Washington trial court entered a judgment in favor of Clark/Lewis Joint Venture and against American Bridge and certain sureties, jointly and severally, in a principal amount of approximately $57 million.

Does Southland Holdings plan to appeal the $57 million ruling?

Yes. American Bridge strongly disagrees with the trial court’s decision and intends to appeal the ruling, although there is no assurance that the appeal will be successful.

How could the judgment affect Southland Holdings’ debt arrangements?

Southland is working with Callodine Commercial Finance, LLC, as agent, and lenders under its Term Loan and Security Agreement to determine the impact of the adverse ruling on the Credit Agreement.

What accounting and financial reporting steps is Southland taking in response?

The company states that it is actively analyzing the accounting and financial reporting impacts of the adverse ruling, which will determine how the approximately $57 million judgment is reflected in its financial statements.

Which project is involved in the American Bridge litigation?

The litigation and judgment relate to American Bridge’s construction work on the Washington State Convention Center.
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