Southland Holdings, Inc. SEC Filings

Southland Holdings, Inc. is soliciting proxies for its 2026 virtual annual meeting on June 10, 2026, where stockholders will elect seven directors and vote on ratifying Grant Thornton LLP as auditor for 2026.

As of April 16, 2026, 54,218,882 common shares were outstanding; CEO Frank S. Renda beneficially owned 27,865,833 shares (51.4%), and all directors and executive officers together held 39,801,348 shares (73.4%).

The proxy details 2025 executive pay, including total compensation of $1.68 million for the CEO and $920,746 for CFO Keith Bassano, with significant restricted stock unit and performance stock unit awards under the 2022 Equity Incentive Plan. It also describes a $42.5 million sale‑leaseback of three properties with a buyer in which Frank and Rudy Renda hold a 25% indirect minority interest, $50 million of 7% Merger Consideration Notes due 2028 (with $6.8 million exchanged for stock in 2024), and 2025 audit fees of $1.112 million paid to Grant Thornton.

Southland Holdings, Inc. reported that its CFO and Treasurer, Keith Bassano, received a grant of 20,662 shares of Common Stock on April 7, 2026. The shares were awarded at a stated price of $0.00 per share, indicating a compensation-related stock grant rather than a market purchase.

Following this award, Bassano directly holds 25,208 shares of Southland Holdings common stock. The filing records this as a grant or award acquisition and shows no open-market buying or selling activity in this transaction.

Southland Holdings, Inc. director and co-COO/EVP Winn Walter Timothy bought 29,177 shares of common stock in an open-market purchase on March 31, 2026. The weighted average price was $1.47 per share, with individual trades ranging from $1.30 to $1.50.

After this transaction, he directly owns 1,950,721 common shares, according to the filing.

Southland Holdings, Inc., through its subsidiary American Bridge Company, entered into a Settlement Agreement resolving litigation tied to the Washington State Convention Center expansion project in Seattle.

The case had produced a Merits Judgment of about $57.1 million, which American Bridge’s sureties already paid with interest totaling $57.8 million. Under the new agreement, the Sureties will pay an additional approximately $26.5 million to Clark/Lewis to settle remaining cost, fee, interest, and sanction-related amounts. In exchange, the parties will dismiss all project-related claims with prejudice, subject to limited exceptions, and provide broad mutual releases.

The company states that American Bridge’s financial obligations from this settlement are consistent with prior estimates in its recent annual report. Southland and the Sureties are negotiating a long-term financing agreement for amounts the Sureties paid, and the Sureties have agreed to forbear from seeking repayment until at least March 27, 2027.

Southland Holdings reported steep losses for fourth quarter and full-year 2025, driven by a major legal setback on a legacy project. Q4 2025 revenue fell to $104.0 million from $267.3 million, and net loss attributable to stockholders widened to $216.4 million, or $4.00 per share, from $4.2 million, or $0.09 per share.

For 2025, revenue declined 21.2% to $772.2 million, while net loss attributable to stockholders nearly tripled to $306.5 million, or $5.67 per share, and EBITDA was a loss of $191.4 million. Results were heavily impacted by a $135.8 million unfavorable adjustment tied to an adverse trial court ruling on the Washington State Convention Center project.

The company derecognized $40.3 million of contract assets, reduced retainage receivables by $6.4 million, and recorded an $89.1 million long-term accrued liability, contributing to stockholders’ equity turning to a $140.9 million deficit as of December 31, 2025. Despite this, Southland cited a $2.0 billion year-end backlog and highlighted surety support, including forbearance on any WSCC-related settlement until at least March 27, 2027, alongside a strategic plan focused on higher-margin core markets and debt reduction.

Southland Holdings, Inc. files its annual report outlining a diversified civil and transportation infrastructure construction business across North America, focused on bridges, tunnels, water, wastewater and transportation projects. The company manages two segments, Civil and Transportation, serving mostly U.S. public and private customers.

Contract backlog was $2,031,080 thousand as of December 31, 2025, reflecting multi‑year project visibility but also exposure to cancellations, scope changes and execution risk. In December 2025, an adverse ruling on the Washington State Convention Project led to derecognition of $46.7 million of revenue and recognition of an $89.1 million long‑term liability, materially hurting results.

The report highlights significant risks, including intense bidding competition, reliance on government contracts, exposure to commodity and labor cost inflation, supply‑chain constraints, weather and climate impacts, cyber and data security threats, high leverage and bonding needs, complex international operations and extensive regulatory, environmental and anti‑corruption compliance obligations.

Southland Holdings CFO and Treasurer Keith Bassano exercised previously granted restricted stock units that had vested, receiving 4,546 shares of common stock. The RSUs were awarded on March 7, 2025, vested on February 28, 2026, and were settled in shares on March 23, 2026. Following the settlement, Bassano directly holds 4,546 common shares from this award and no remaining units under it.

Southland Holdings, Inc. has restructured its term loan facilities and shifted its primary lenders to its surety providers. The company entered into an Assignment and Assumption Agreement under which approximately $15.4 million was paid to the resigning agent, including about $14.4 million of principal and $1.0 million of accrued interest and fees.

Existing lenders assigned about $110.0 million in loan principal under the Credit Agreement to surety assignees, and the delayed draw term loan commitment was terminated. The sureties agreed to waive quarterly principal and monthly interest payments until maturity, as well as all existing defaults and covenant violations, in exchange for the company disposing of idle equipment and other assets and using those proceeds to reduce principal.

The company also notes that Berkshire, Zurich, and Markel have advanced a collective $116 million under general indemnity agreements for bonded projects, with repayment not required before March 27, 2027. Southland is working with the sureties on both an amendment to the Credit Agreement and a longer-term financing arrangement, although it states there can be no assurances that such agreements will be reached.

Southland Holdings, Inc. reports that surety providers are advancing funds to support its bonded construction projects. Markel Insurance has advanced about $5 million under a general indemnity agreement, while previously disclosed arrangements with Berkshire Hathaway Specialty Insurance and Zurich Insurance have led to advances of about $21 million and $33 million, respectively. In total, these sureties have advanced roughly $59 million to pay bonded contract obligations and keep projects moving.

The company is working with Callodine Commercial Finance, as agent under its Term Loan and Security Agreement dated September 30, 2024 (amended March 3, 2025), and the associated lenders to assess how these surety advances affect its credit agreement. Southland is also negotiating with its sureties and lenders for additional surety funding and a long-term financing arrangement, but notes there is no assurance that such additional funding or a long-term solution will be reached.