Southland Holdings, Inc. filings document the regulatory record of a public infrastructure construction company with common stock and redeemable warrants. Its disclosures include 8-K reports on operating results, material agreements, surety funding arrangements, credit-agreement matters, and project-related litigation or settlements involving its construction subsidiaries.
Proxy materials describe annual meeting proposals, director elections, auditor ratification, executive compensation, board governance, and stockholder voting procedures. The filing record also covers capital-structure details, contract-risk disclosures tied to bonded construction obligations, and financial-reporting effects from legacy project disputes.
Southland Holdings, Inc. director and Co-COO/EVP Winn Walter Timothy acquired 26,525 shares of common stock through the exercise of restricted stock units. These shares relate to a 79,575 RSU award granted on June 13, 2025, which vests in three equal annual installments.
After this vesting event, he directly holds 1,977,246 shares of common stock and 53,050 RSUs that remain scheduled to vest in equal portions on June 13, 2027 and June 13, 2028. The filing reflects compensation-related equity vesting rather than any open-market purchase or sale.
Southland Holdings, Inc. director, president, CEO and 10% owner Frankie S. Renda reported an equity award vesting and related share movements. On June 13, 2026, he exercised 57,471 restricted stock units into an equal number of common shares at a stated price of $0.00 per share, bringing his directly held common stock to 15,079,355 shares.
The filing also lists indirect holdings in common stock through family-related accounts and trusts, including 6,140,497 shares held by the Frank Renda 2015 Irrevocable Trust and 2,211,394 shares held by each of the Santino Leonidas, Dominic Vincent, and Madison Nicole Renda Trusts, plus 69,270 shares held by his spouse. The restricted stock unit position after this vesting stands at 114,942 RSUs. Footnotes state each RSU equals one share of common stock and that Mr. Renda disclaims beneficial ownership of certain securities except to the extent of his pecuniary interest.
Southland Holdings, Inc. reported the results of its 2026 annual stockholder meeting held on June 10, 2026. A total of 54,218,882 common shares were issued, outstanding and entitled to vote, and 47,688,898 shares were represented in person or by proxy, reflecting 88.0% participation.
Stockholders elected all seven director nominees to terms expiring at the 2027 annual meeting. Vote totals for each nominee were in the low-40 million range in favor, with a few million votes against and broker non-votes reported for each.
Stockholders also ratified the appointment of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 47,667,887 votes cast for, 16,182 against, and 4,829 abstentions. All proposals received the requisite approvals.
Southland Holdings posted a much weaker quarter, swinging to a loss. For the three months ended March 31, 2026, revenue fell to $172.4 million from $239.5 million, as several Transportation projects neared completion. The company recorded a gross loss of $4.8 million versus a prior-year gross profit of $21.5 million, mainly due to unfavorable dispute resolutions and higher-than-expected project costs.
Net loss widened sharply to $28.2 million, or $0.52 per share, compared with a net loss of $2.8 million, or $0.08 per share, a year earlier. Cash and restricted cash declined to $32.0 million, driven by $133.9 million of cash used in operations and working capital swings. Total debt was $235.3 million, and surety-related advances and the $89.1 million Washington State Convention Center judgment contributed to a surety payable balance of $228.3 million, while total equity remained in a deficit of $160.6 million. The company reported Remaining Unsatisfied Performance Obligations of $1.9 billion, with 38% expected to convert to revenue over the next year.
Southland Holdings reported weaker results for the quarter ended March 31, 2026. Revenue was $172.4 million, down 28.0% from $239.5 million a year earlier, leading to a gross loss of $4.8 million and a gross margin of -2.8% versus 9.0%.
Net loss attributable to Southland stockholders widened to $28.4 million, or $(0.52) per share, compared with a $4.6 million loss, or $(0.08) per share, in 2025. EBITDA moved from a positive $10.1 million to a negative $14.1 million.
The Civil segment produced $103.8 million of revenue with a 14.1% margin, while Transportation generated $68.6 million of revenue and a -28.3% margin. Backlog remained large at $1.88 billion as of March 31, 2026. Operating activities used $133.9 million of cash, and total stockholders’ equity showed a deficit of $168.9 million.
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.