[Form 4] Southland Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Walter Timothy Winn, Co-COO, EVP, and Director of Southland Holdings, reported multiple transactions on June 25, 2025:

• Acquired 15,706 shares of common stock through the vesting of Restricted Stock Units (RSUs)
• 369 shares were withheld at $3.80 per share for tax obligations
• Following these transactions, Winn directly owns 1,921,544 shares
• Additionally holds indirect ownership of 1,675,863 shares through the Walter Timothy Winn 2015 Irrevocable Trust

The transactions are part of an RSU award granted on June 25, 2024, which vests over three years in equal installments (2025, 2026, 2027). After this vesting event, Winn retains 31,412 unvested RSUs. This filing demonstrates significant insider ownership and ongoing executive compensation through equity awards.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Winn Walter Timothy

(Last) (First) (Middle)

1100 KUBOTA DR.

(Street)

GRAPEVINE TX 76051

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Southland Holdings, Inc. [ SLND ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CO-COO AND EVP

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/25/2025		M		15,706	A	(1)	1,921,913	D
Common Stock	06/25/2025		F		369(2)	D	$3.8(3)	1,921,544	D
Common Stock								1,675,863	I	By Walter Timothy Winn 2015 Irrevocable Trust(4)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	06/25/2025		M			15,706	(6)	(6)	Common Stock	15,706	$0	31,412	D

Explanation of Responses:

1. Each restricted stock unit is equivalent to one share of the Issuer's common stock

2. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of the reporting person's restricted stock units.

3. Reflects the closing trading price of the Issuer's common stock on June 25, 2025.

4. These shares are held directly by the Walter Timothy Winn 2015 Irrevocable Trust ("Trust A"), a family trust established for the benefit of the immediate family of the reporting person. The reporting person is the sole trustee of Trust A.

5. For purposes of Section 16 of the Exchange Act, the reporting person disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

6. The reporting person received an award of restricted stock units on June 25, 2024. The restricted stock units shall vest over a three-year period, with one-third (1/3) of the shares vesting on June 25, 2025, one-third (1/3) of the shares vesting on June 25, 2026, and the remaining shares vesting on June 25, 2027.

	/s/ Walter Timothy Winn	06/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many SLND shares did Walter Timothy Winn acquire on June 25, 2025?

Walter Timothy Winn acquired 15,706 shares of SLND common stock on June 25, 2025 through the vesting of restricted stock units (RSUs). However, 369 shares were withheld for tax purposes, resulting in a net acquisition of 15,337 shares.

What is Walter Timothy Winn's position at SLND?

Walter Timothy Winn serves as both a Director and Co-COO (Chief Operating Officer) and EVP (Executive Vice President) of Southland Holdings, Inc. (SLND).

How many SLND shares does Walter Timothy Winn own directly and indirectly?

Following the reported transactions, Walter Timothy Winn directly owns 1,921,544 shares of SLND. Additionally, he indirectly owns 1,675,863 shares through the Walter Timothy Winn 2015 Irrevocable Trust, though he disclaims beneficial ownership except for his pecuniary interest.

What is the vesting schedule for Walter Timothy Winn's SLND restricted stock units?

The restricted stock units were awarded on June 25, 2024 and vest over a three-year period: one-third vested on June 25, 2025, one-third will vest on June 25, 2026, and the final third will vest on June 25, 2027.

What was the price of SLND shares used for tax withholding on June 25, 2025?

The price used for tax withholding was $3.80 per share, which was SLND's closing trading price on June 25, 2025.