Southland Holdings extends preferred-share deadline
The agreement also provides for certain financing from sureties that do not provide bonds to convert into senior non-voting preferred shares.
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Rhea-AI Filing Summary
Southland Holdings, Inc. (SLND) amended its Financial Assistance Agreement, extending the deadline for issuing senior non-voting preferred shares from September 30, 2026, to no later than November 13, 2026.
The agreement governs financing assistance that sureties have provided and may continue to provide for bonded construction contracts and projects. It provides for certain Non-Bonding Financing—financing from a surety that is not providing bonds—to be converted into Preferred Shares under an attached term sheet.
8-K Event Classification
Key Figures
Key Terms
Non-Bonding Financing financial
Financial Assistance Agreement financial
collateral agent financial
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What does Southland Holdings’ Financial Assistance Agreement cover?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(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 | ||
| American LLC | ||||
| 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, Southland Holdings, Inc., a Delaware corporation (the “Company”) entered into a financial assistance agreement (the “Financial Assistance Agreement”), which governs the terms on which certain sureties of the Company (each, a “Surety,” and collectively, the “Sureties”) have provided, and may continue to provide in the future, financing assistance in respect of bonded construction contracts and projects.
Under the terms of the Financial Assistance Agreement, any Surety or Sureties providing financing that is not providing bonds shall be deemed to be providing “Non-Bonding Financing.” The Financial Assistance Agreement provides for, among other things, conversion of certain Non-Bonding Financing into senior non-voting preferred shares (the “Preferred Shares”) in accordance with the terms of a Preferred Shares Term Sheet attached to the Financial Assistance Agreement.
On September 30, 2026, the Company and certain other related entities, certain individual shareholder indemnitors, the Sureties, and Berkshire Hathaway Specialty Insurance Company, as collateral agent, entered into the first amendment to the Financial Assistance Agreement (the “First Amendment”).
Prior to giving effect to the First Amendment, the Preferred Shares were required to be issued no later than September 30, 2026. Under the terms of the First Amendment, the date by which the Preferred Shares are required to be issued has been extended to be no later than November 13, 2026.
The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which will be filed as an exhibit to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 10.1 | First Amendment to Financial Assistance Agreement, dated as of September 30, 2026, by and among Southland Holdings, Inc., Southland Holdings LLC, the other principals and indemnitors party thereto, Berkshire Hathaway Specialty Insurance Company, Zurich American Insurance Company, Hartford Fire Insurance Company, Euler Hermes North America Insurance Company, Markel Insurance Company, Western Surety Company, Federal Insurance Company and Berkshire Hathaway Specialty Insurance Company, as collateral agent. | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) |
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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: October 6, 2026 | SOUTHLAND HOLDINGS, INC. | ||
| By: | /s/ Frank S. Renda | ||
| Name: | Frank S. Renda | ||
| Title: | President and Chief Executive Officer | ||
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