[SCHEDULE 13D/A] Southland Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Walter Timothy "Tim" Winn filed an amended Schedule 13D for Southland Holdings, Inc. (SLND), updating his beneficial ownership in the company’s common stock. He now reports beneficial ownership of 1,921,544 shares of common stock, representing 3.5% of the class, based on 54,113,036 shares outstanding as of November 3, 2025. Winn previously was treated as beneficially owning additional shares held in irrevocable trusts for his children, but he executed releases of his power of substitution and resigned as trustee effective June 3, 2024. As a result, he no longer beneficially owns any shares held in those children’s trusts and ceased to be a beneficial owner of more than five percent of Southland’s common stock on that date.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Southland Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

84445C100

(CUSIP Number)

Walter Timothy "Tim" Winn
1100 Kubota Drive,
Grapevine, TX, 76051
(817) 293-4263

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/03/2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 84445C100

1

Name of reporting person

Walter Timothy "Tim" Winn

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,921,544.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,921,544.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,921,544.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The amounts reported in boxes 7, 9 and 11 represent 1,921,544 shares of common stock, par value $0.0001 per share ("Common Stock"), of Southland Holdings, Inc. (the "Company") held directly by the Reporting Person. The percentage in box 13 is based on 54,113,036 shares of Common Stock of the Company outstanding as of November 3, 2025 reported in the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2025 filed with the SEC on November 12, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Southland Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1100 Kubota Drive, Grapevine, TEXAS , 76051.
Item 1 Comment: This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission ("SEC") on February 24, 2023 (the "Schedule"), as amended and supplemented by Amendment No. 1 to the Schedule filed with the SEC on December 31, 2024 ("Amendment No. 1"), relating to the shares of Common Stock of the Company. Except as otherwise provided herein, the Schedule and Amendment No. 1 remain unchanged. In Amendment No. 1, it was incorrectly reported that the Reporting Person beneficially owned 1,675,863 shares of Common Stock of the Company held by irrevocable trusts established for the benefit of his children (the "Children Trusts"). The Reporting Person previously had a power of substitution with respect to each of the Children Trusts, pursuant to which he had the right to reacquire or exchange Common Stock of the Company held in each of the Children Trusts by substituting other property of an equivalent value (the "Right of Substitution"). The Reporting person also previously served as trustee of the Children Trusts. The Reporting Person executed a Release of Power of Substitution for each of the Children Trusts effective as of June 3, 2024 (the "Releases"), thereby relinquishing his Right of Substitution with respect to each of the Children Trusts and resigned as trustee of the Children Trusts. As a result, the Reporting Person no longer beneficially owns any shares of Common Stock of the Company held in any of the Children Trusts.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth on the cover page of this Amendment No. 2 is incorporated herein by reference.
(b)	The information set forth on the cover page of this Amendment No. 2 is incorporated herein by reference.
(c)	The Reporting Peron has not effected any transactions in the class of securities reported on during the past sixty days.
(e)	The Reporting Person ceased to be a beneficial owner of more than five percent of the Common Stock of the Company on June 3, 2024.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Walter Timothy "Tim" Winn

Signature:	/s/ Walter Timothy "Tim" Winn
Name/Title:	Walter Timothy "Tim" Winn
Date:	11/14/2025

FAQ

What change in ownership did Walter Timothy "Tim" Winn report for Southland Holdings (SLND)?

Walter Timothy "Tim" Winn now reports beneficial ownership of 1,921,544 shares of Southland Holdings common stock, representing 3.5% of the outstanding common stock.

How was the 3.5% ownership stake in Southland Holdings (SLND) calculated?

The 3.5% ownership is based on 54,113,036 shares of Southland Holdings common stock outstanding as of November 3, 2025, as reported in the company’s Form 10-Q for the quarter ended September 30, 2025.

Why did Winn’s reported beneficial ownership in SLND decrease compared to the prior amendment?

In a prior amendment, Winn was reported as beneficially owning shares held in children’s trusts due to his power of substitution and role as trustee. He executed Releases of his power of substitution and resigned as trustee effective June 3, 2024, so he no longer beneficially owns those trust-held shares.

When did Walter Timothy "Tim" Winn cease to be a beneficial owner of more than 5% of Southland Holdings stock?

Winn ceased to be a beneficial owner of more than 5% of Southland Holdings common stock on June 3, 2024, the effective date of the Releases and his resignation as trustee of the children’s trusts.

How many Southland Holdings shares does Winn hold directly?

Winn directly holds 1,921,544 shares of Southland Holdings common stock, over which he has sole voting and sole dispositive power according to the Schedule 13D/A cover page.

Did Winn report any recent transactions in Southland Holdings (SLND) shares?

No. The filing states that the reporting person has not effected any transactions in the class of securities reported on during the past sixty days.