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

Rhea-AI Filing Summary

Southland Holdings, Inc. (SLND) director and co-COO Walter Timothy Winn reported a change in his beneficial ownership of common stock related to family trusts. On 06/03/2024, 1,675,863 shares of common stock were reported with transaction code J at a price of $0, reflecting an administrative change rather than a market sale. Effective that date, he released his right of substitution and resigned as trustee of irrevocable trusts established for the benefit of his children, and therefore no longer has beneficial ownership of those shares. Following this change, he reports 1,921,544 shares of Southland common stock owned directly, with no consideration paid or received in connection with the trust changes.

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

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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)
06/03/2024

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	06/03/2024		J(1)		1,675,863(1)	D	$0(2)	1,921,544	D

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

Explanation of Responses:

1. This Form 4 is filed with respect to shares of common stock of the Issuer held in irrevocable trusts established for the benefit of his children. Effective as of June 3, 2024, the Reporting Person released his right of substitution and resigned as trustee under such trusts for no consideration. Accordingly, the Reporting Person no longer has beneficial ownership of such shares.

2. No consideration was paid or received in connection with the Reporting Person's release of his right of substitution and resignation as trustee with respect to the trusts established for the benefit of his children.

	/s/ Walter Timothy Winn	11/14/2025
	** 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

What did Southland Holdings (SLND) insider Walter Timothy Winn report on this Form 4?

Walter Timothy Winn, a director and co-COO of Southland Holdings (SLND), reported an administrative change in ownership related to common stock held in irrevocable trusts for his children.

How many Southland Holdings (SLND) shares were affected by the trust change?

The filing reports 1,675,863 shares of common stock in the transaction coded J, tied to his release of substitution rights and resignation as trustee of the trusts.

Was there any cash consideration for the Southland (SLND) share ownership change?

No. The filing states that no consideration was paid or received in connection with Walter Timothy Winn’s release of his right of substitution and resignation as trustee.

How many Southland Holdings (SLND) shares does Walter Timothy Winn report owning after the transaction?

After the reported transaction, Walter Timothy Winn reports 1,921,544 shares of Southland common stock beneficially owned in direct form.

Why does the Form 4 for Southland (SLND) use transaction code J at a price of $0?

Transaction code J is used for other acquisition or disposition, and the filing shows a $0 price because the change reflects a trust-related administrative adjustment, not a market purchase or sale.

What change in control over the trust-held Southland (SLND) shares is disclosed?

The filing explains that, effective 06/03/2024, Walter Timothy Winn released his right of substitution and resigned as trustee of irrevocable trusts for his children, so he no longer has beneficial ownership of those shares.