STOCK TITAN
  1. Home
  2. Sec-filings
  3. SLND
  4. [8-K] Southland Holdings, Inc. Reports Material Event

Southland Holdings settles $36.4M surety losses for $5M

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

Rhea-AI Filing Summary

Southland Holdings, Inc. (SLND) announced that certain subsidiaries entered into a Settlement Agreement on August 26, 2026 with Liberty Mutual Insurance Company and, for certain purposes, Zurich American Insurance Company and Fidelity and Deposit Company of Maryland, relating to the Washington State Convention Center project surety exposures.

Under the Settlement Agreement, the company will pay $5 million to Liberty on or before September 30, 2026 to fully resolve and settle approximately $36.4 million of losses incurred by Liberty as a surety on the project, including about $34 million tied to the WSCC judgment. Southland had previously recorded a surety payable equal to the settlement amount on its unaudited condensed consolidated balance sheet as of June 30, 2026. Based on a preliminary assessment, Southland expects this settlement to favorably impact income (losses) before income taxes by about $29 million in the third quarter of 2026, though the company is still evaluating the precise accounting treatment. Southland remains in negotiations with Zurich regarding the remaining surety payable related to the WSCC judgment.

Positive

  • $36.4 million of Liberty’s surety losses, including about $34 million related to the WSCC judgment, are being fully resolved through a $5 million payment, materially reducing previously recorded obligations.
  • The company preliminarily expects the Liberty settlement to improve income (losses) before income taxes by approximately $29 million in the third quarter of 2026.

Negative

  • The company is still in negotiations with Zurich to resolve the remaining surety payable related to the WSCC judgment, leaving some exposure outstanding.
  • Southland will have a $5 million cash outflow to Liberty on or before September 30, 2026 under the Settlement Agreement.

Filing Explained

The settlement’s $5 million payment due by September 30, 2026 is a near-term cash obligation; at June 30, Southland’s cash and investments equaled 89.3 days of its last reported operating cash use, so the agreement adds a defined liquidity use while remaining unpaid.

Sources and calculations
  • Available liquidity against the last reported quarterly operating outflow, in days at that rate ($34,878,000 + $2,452,000) / ($38,025,000 / 91) = 89.3 days
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Payment to Liberty $5 million To be paid on or before September 30, 2026 under the Settlement Agreement
Liberty surety losses resolved $36.4 million Total losses incurred by Liberty as a surety on the WSCC Project being settled
Losses related to WSCC judgment $34 million Portion of Liberty’s losses tied specifically to the WSCC judgment
Expected pre-tax income impact $29 million Preliminary favorable impact on income (losses) before income taxes in Q3 2026
Settlement date August 26, 2026 Date the Settlement Agreement with Liberty and Zurich was executed
Surety payable recognition Equal to settlement amount Reported on unaudited condensed consolidated balance sheet as of June 30, 2026
Settlement Agreement and Release of Claims regulatory
"entered into a Settlement Agreement and Release of Claims"
Surety financial
"certain of its sureties (each, a “Surety,” and collectively, the “Sureties”)"
A surety is a person or company that promises to be legally responsible for another party’s obligation, like a cosigner on a loan or a guarantor for a contract. For investors, a surety matters because it lowers the risk that a borrower or contractor will default—knowing there is a backup payer affects credit risk, potential liabilities and the perceived financial strength of the businesses involved.
jointly and severally regulatory
"entered a judgement against American Bridge and certain of its sureties, jointly and severally"
unaudited condensed consolidated balance sheet financial
"reported a corresponding surety payable ... on its unaudited condensed consolidated balance sheet"
income (losses) before income taxes financial
"expects the Settlement Agreement to favorably impact income (losses) before income taxes"

FAQ

How much will Southland Holdings (SLND) pay under the new Settlement Agreement?
Southland’s subsidiaries will pay $5 million to Liberty Mutual Insurance Company on or before September 30, 2026 to fully resolve and settle approximately $36.4 million of Liberty’s surety losses related to the WSCC Project.

What is the expected financial impact of the Liberty settlement on SLND’s Q3 2026 results?
Based on its preliminary assessment, Southland expects the Liberty Settlement Agreement to favorably impact income (losses) before income taxes by approximately $29 million in the third quarter of 2026, subject to completion of its accounting evaluation.

Does Southland Holdings (SLND) still have unresolved surety obligations after this settlement?
Yes. While the Liberty losses are being resolved, Southland is in negotiations with Zurich to resolve the remaining surety payable related to the WSCC judgment, so some surety exposure remains outstanding.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
false 0001883814 0001883814 2026-08-26 2026-08-26 0001883814 slnd:CommonStockParValue0.0001PerShareMember 2026-08-26 2026-08-26 0001883814 slnd:RedeemableWarrantsExercisableForSharesOfCommonStockAtExercisePriceOf11.50PerShareMember 2026-08-26 2026-08-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): August 26, 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 1.01. Entry Into a Material Definitive Agreement.

 

As previously reported, on December 1, 2025, American Bridge Company (“American Bridge”), a wholly-owned subsidiary of Southland Holdings, Inc. (“Southland”) received an adverse ruling in the case of American Bridge Company v. Clark/Lewis Joint Venture (“Clark/Lewis”), et al. relating to the Washington State Convention Center project (the “WSCC Project”). In this litigation, the Superior Court of the State of Washington for King County, by order dated January 15, 2026, ruled in favor of Clark/Lewis and entered a judgement against American Bridge and certain of its sureties (each, a “Surety,” and collectively, the “Sureties”), jointly and severally (the “WSCC Judgement”). On March 27, 2026, American Bridge entered into a Settlement Agreement and Release of Claims (the “WSCC Settlement Agreement”) with the Sureties, among others, to resolve disputes arising out of the WSCC Project, including the WSCC Judgement. Pursuant to the WSCC Settlement Agreement, the Sureties paid Clark/Lewis a negotiated settlement amount in connection with the WSCC Judgement. Southland reported a corresponding surety payable, in an amount equal to that settlement amount, on its unaudited condensed consolidated balance sheet as of June 30, 2026.

 

On August 26, 2026, certain subsidiaries of Southland (together with Southland, the “Company”) entered into a Settlement Agreement (the “Settlement Agreement”) with Liberty Mutual Insurance Company (“Liberty”), Zurich American Insurance Company and Fidelity and Deposit Company of Maryland (collectively, “Zurich”). Pursuant to the Settlement Agreement, the Company will pay $5 million to Liberty on or before September 30, 2026, to fully resolve and settle approximately $36.4 million of losses incurred by Liberty as a Surety in connection with the WSCC Project, of which approximately $34 million relates to the WSCC Judgement.

 

Based on its preliminary assessment, the Company expects the Settlement Agreement to favorably impact income (losses) before income taxes by approximately $29 million in the third quarter of 2026. The Company is continuing to evaluate the appropriate accounting treatment and related financial statement impact of the Settlement Agreement, and the foregoing estimate is preliminary and subject to change as the Company completes that evaluation.

 

The Company is in negotiations with Zurich to resolve the remaining surety payable related to the WSCC Judgement.

 

The foregoing summary of the Settlement Agreement is not complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit   Description
10.1   Settlement Agreement, dated as of August 26, 2026, by and among Liberty Mutual Insurance Company, Zurich American Insurance Company and Fidelity and Deposit Company of Maryland, American Bridge Company, American Bridge Holding Company, American Bridge Manufacturing Company, American Dock & Transfer Company, American Bridge International Corporation, American Bridge Canada Company, and Southland Holdings, LLC.
104   Cover Page Interactive Data File (embedded within Inline XBRL document)

 

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: August 27, 2026 SOUTHLAND HOLDINGS, INC.
       
  By: /s/ Frank S. Renda
    Name:  Frank S. Renda
    Title: President and Chief Executive Officer

 

2

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

8 documents

Agreements & Contracts

Other Documents