Form 8-K
8-K — Southland Holdings, Inc.
Accession: 0001829126-26-005017
Filed: 2026-05-12
Period: 2026-05-12
CIK: 0001883814
SIC: 1600 (HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K — southland_8k.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (southland_ex99-1.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 12, 2026
SOUTHLAND HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
001-41090
87-1783910
(State or Other Jurisdiction
(Commission
(IRS Employer
of Incorporation)
File Number)
Identification No.)
1100 Kubota Drive
Grapevine, TX 76051
(Address of Principal Executive Offices) (Zip Code)
(817) 293-4263
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
Securities registered pursuant to section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.0001 per share
SLND
NYSE American LLC
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share
SLND WS
NYSE American LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02
Results of Operations and Financial Condition.
On May 12, 2026, Southland Holdings, Inc., a Delaware corporation (the “Company”), issued a press release announcing financial results for the quarter ended March 31, 2026. Additional information is included in the Company’s press release. A copy of the Company’s press release is attached hereto as Exhibit 99.1. The foregoing description of the press release is qualified in its entirety by reference to the attached exhibit.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
Exhibit
Description
99.1
Press Release dated May 12, 2026.
104
Cover Page Interactive Data File (embedded within Inline XBRL document)
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 12, 2026
SOUTHLAND HOLDINGS, INC.
By:
/s/ Frank S. Renda
Name:
Frank S. Renda
Title:
President and Chief Executive Officer
2
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: southland_ex99-1.htm · Sequence: 2
Exhibit 99.1
Southland Announces First Quarter 2026 Results
GRAPEVINE, Texas, May 12, 2026 – Southland Holdings, Inc. (NYSE American: SLND and SLND WS) (“Southland”), a leading provider of specialized infrastructure construction services, today announced financial results for the quarter ended March 31, 2026.
●
Revenue of $172.4 million for the quarter ended March 31, 2026, compared to $239.5 million for the quarter ended March 31, 2025.
●
Gross loss of $4.8 million for the quarter ended March 31, 2026, compared to $21.5 million in gross profit for the quarter ended March 31, 2025.
●
Gross profit margin of (2.8)% for the quarter ended March 31, 2026, compared to 9.0% gross profit margin for the quarter ended March 31, 2025.
●
Net loss attributable to stockholders of $28.4 million, or $(0.52) per share for the quarter ended March 31, 2026, compared to a net loss attributable to stockholders of $4.6 million, or $(0.08) per share for the quarter ended March 31, 2025.
●
EBITDA of $(14.1) million for the quarter ended March 31, 2026, compared to $10.1 million for the quarter ended March 31, 2025.(1)
●
Backlog of $1.88 billion.(1)
“We are encouraged by the early progress made toward our strategic plan announced in March. Our strengthened capital position has improved operations, further evidenced by our Civil segment’s 14% gross margin this quarter. While consolidated results reflect non-cash adjustments from certain legacy disputes, our core project portfolio continues to perform on plan,” said Frank Renda, Southland’s President & Chief Executive Officer. “As we continue to execute our plan, we remain focused on optimizing our asset base, maintaining strict bidding discipline and prioritizing the high-margin opportunities in our core end markets.”
(1) Please refer to “Non-GAAP Measures” and reconciliations
for our non-GAAP financial measures, including, “EBITDA” and “Backlog”
2026 First Quarter Results
Condensed Consolidated Statements of Operations (unaudited)
Three Months Ended
(Amounts in thousands)
March 31,
2026
March 31,
2025
Revenue
$
172,405
$
239,486
Cost of construction
177,161
218,006
Gross profit (loss)
(4,756
)
21,480
Selling, general, and administrative expenses
14,943
16,465
Operating income (loss)
(19,699
)
5,015
Gain on investments, net
147
17
Other income, net
74
743
Interest expense
(8,681
)
(8,874
)
Losses before income taxes
(28,159
)
(3,099
)
Income tax expense (benefit)
19
(313
)
Net loss
(28,178
)
(2,786
)
Net income attributable to noncontrolling interests
174
1,766
Net loss attributable to Southland Stockholders
$
(28,352
)
$
(4,552
)
Net loss per share attributable to common stockholders
Basic (1)
$
(0.52
)
$
(0.08
)
Diluted (1)
$
(0.52
)
$
(0.08
)
Weighted average shares outstanding
Basic (1)
54,119,661
53,961,744
Diluted (1)
54,119,661
53,961,744
(1)
Basic net loss per share is the same as diluted net loss per share attributable to common stockholders for the three months ended March 31, 2026, and March 31, 2025, because the inclusion of potential shares of common stock would have been anti-dilutive for the period presented.
Revenue for the three months ended March 31, 2026, was $172.4 million, a decrease of $67.1 million, or 28.0%, compared to the three months ended March 31, 2025. Materials & Paving business contributed $11.0 million to revenue in the three months ended March 31, 2026.
Gross loss for the three months ended March 31, 2026, was $4.8 million compared to gross profit of $21.5 million for the three months ended March 31, 2025. Gross margin decreased from 9.0% to (2.8)% for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. Materials & Paving business negatively impacted gross profit by $13.1 million in the three months ended March 31, 2026.
Selling, general, and administrative costs for the three months ended March 31, 2026, were $14.9 million, a decrease of $1.5 million, or 9.2%, compared to the three months ended March 31, 2025. Selling, general, and administrative costs as a percent of revenue were 8.7% for the three months ended March 31, 2026, compared to 6.9% for the three months ended March 31, 2025.
2
Segment Revenue
Three Months Ended
(Amounts in thousands)
March 31,
2026
March 31,
2025
% of Total
% of Total
Segment
Revenue
Revenue
Revenue
Revenue
Civil
$
103,792
60.2
%
$
102,916
43.0
%
Transportation
68,613
39.8
%
136,570
57.0
%
Total revenue
$
172,405
100.0
%
$
239,486
100.0
%
Segment Gross Profit (Loss)
Three Months Ended
(Amounts in thousands)
March 31,
2026
March 31,
2025
% of Segment
% of Segment
Segment
Gross Profit
Revenue
Gross Profit
Revenue
Civil
$
14,652
14.1
%
$
22,631
22.0
%
Transportation
(19,408
)
(28.3
)%
(1,151
)
(0.8
)%
Gross profit (loss)
$
(4,756
)
(2.8
)%
$
21,480
9.0
%
EBITDA Reconciliation
Three Months Ended
(Amounts in thousands)
March 31,
2026
March 31,
2025
Net loss attributable to Southland Stockholders
$
(28,352
)
$
(4,552
)
Depreciation and amortization
5,644
6,525
Income tax expense (benefit)
19
(313
)
Interest expense
8,681
8,874
Interest income
(98
)
(450
)
EBITDA
(14,106
)
10,084
Backlog
(Amounts in thousands)
Balance December 31, 2025
$
2,031,080
New contracts, change orders, and adjustments
18,887
Less: contract revenue recognized in 2026
(172,405
)
Balance March 31, 2026
$
1,877,562
3
Condensed Consolidated Balance Sheets (unaudited)
As of
(Amounts in thousands, except share and per share data)
March 31,
2026
December 31,
2025
ASSETS
Current assets
Cash and cash equivalents
$
20,544
$
52,713
Restricted cash
11,408
14,755
Accounts receivable, net
152,406
167,786
Retainage receivables
100,988
101,779
Contract assets
366,431
366,607
Other current assets
26,766
30,326
Total current assets
678,543
733,966
Property and equipment, net
101,276
107,305
Right-of-use assets
9,969
10,524
Investments - unconsolidated entities
130,751
129,696
Investments - limited liability companies
2,262
2,323
Investments - private equity
2,403
2,588
Deferred tax asset
7
3
Goodwill
1,528
1,528
Intangible assets, net
1,180
1,180
Other noncurrent assets
159
167
Total noncurrent assets
249,535
255,314
Total assets
$
928,078
$
989,280
LIABILITIES AND EQUITY
Current liabilities
Accounts payable
$
128,615
$
224,915
Retainage payable
31,603
36,977
Accrued liabilities
77,653
80,011
Current portion of long-term debt
56,094
53,731
Short-term operating lease liabilities
6,738
6,808
Contract liabilities
226,709
252,543
Total current liabilities
527,412
654,985
Long-term debt
174,697
203,971
Long-term operating lease liabilities
15,200
16,403
Deferred tax liabilities
2,981
3,032
Financing obligations, net
41,417
41,440
Long-term accrued liabilities
58,075
58,075
Surety payable
228,342
103,205
Other noncurrent liabilities
40,593
40,675
Total long-term liabilities
561,305
466,801
Total liabilities
1,088,717
1,121,786
Commitments and contingencies (Note 6)
Stockholders’ equity (deficit)
Preferred stock, $0.0001 par value, authorized 50,000,000 shares, none issued and outstanding as of March 31, 2026 and December 31, 2025
-
-
Common stock, $0.0001 par value, authorized 500,000,000 shares, 54,198,220 and 54,113,036 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively
5
5
Additional paid-in-capital
293,737
293,237
Accumulated deficit
(459,510
)
(431,158
)
Accumulated other comprehensive loss
(3,174
)
(3,018
)
Total stockholders’ equity (deficit)
(168,942
)
(140,934
)
Noncontrolling interest
8,303
8,428
Total equity (deficit)
(160,639
)
(132,506
)
Total liabilities and equity
$
928,078
$
989,280
4
Condensed Consolidated Statement of Cash Flows (unaudited)
Three Months Ended
(Amounts in thousands)
March 31,
2026
March 31,
2025
Cash flows from operating activities:
Net loss
$
(28,178
)
$
(2,786
)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization
5,644
6,525
Amortization of deferred financing costs
471
-
Deferred taxes
(3
)
(1,530
)
Share based compensation
530
464
Gain on sale of assets
(534
)
(1,028
)
Foreign currency remeasurement (gain) loss
41
(9
)
Earnings from equity method investments
(2,136
)
(2,688
)
Gain on trading securities, net
(147
)
(17
)
Changes in assets and liabilities:
Accounts and retainage receivables
16,193
8,565
Contract assets
262
(10,684
)
Other current assets
3,561
(7,534
)
Right-of-use assets
555
2,836
Accounts payable, retainage payable and accrued liabilities
(104,068
)
10,352
Contract liabilities
(25,842
)
6,888
Operating lease liabilities
(756
)
(2,846
)
Other
542
(79
)
Net cash provided by (used in) operating activities
(133,865
)
6,429
Cash flows from investing activities:
Purchase of property and equipment
(28
)
(1,796
)
Proceeds from sale of property and equipment
955
2,882
Distributions from other investments
331
31
Return of investment in limited liability company
61
-
Net cash provided by investing activities
1,319
1,117
Cash flows from financing activities:
Borrowings on notes payable
-
19
Payments on notes payable
(27,378
)
(13,593
)
Payments of deferred financing costs
-
(49
)
Payments from related parties
5
12
Payments on finance lease and financing obligations
(530
)
(267
)
Distribution to members
(217
)
-
Payment of taxes related to net share settlement of RSUs
(30
)
(111
)
Proceeds from advancement of surety funds
125,137
-
Net cash provided by (used in) financing activities
96,987
(13,989
)
Effect of exchange rate on cash
43
(2
)
Net decrease in cash and cash equivalents and restricted cash
(35,516
)
(6,445
)
Beginning of period
67,468
87,561
End of period
$
31,952
$
81,116
Supplemental cash flow information
Cash paid for income taxes
$
34
$
409
Cash paid for interest
$
8,457
$
8,934
Non-cash investing and financing activities:
Lease assets obtained in exchange for new leases
$
1,213
$
-
Assets obtained in exchange for notes payable
$
-
$
1,186
5
Conference Call
Southland will host a conference call at 10:00 a.m. Eastern Time on Wednesday, May 13, 2026. The call may be accessed here, or at www.southlandholdings.com. Following the conference call, a replay will be available on Southland’s website.
About Southland
Southland is a leading provider of specialized infrastructure construction services. With roots dating back to 1900, Southland and its subsidiaries form one of the largest infrastructure construction companies in North America, with experience throughout the world. The company serves the bridges, tunnelling, communications, data centers, transportation and facilities, marine, steel structures, water and wastewater treatment, and water pipeline end markets. Southland is headquartered in Grapevine, Texas.
For more information, please visit Southland’s website at southlandholdings.com.
Non-GAAP Financial Measures
This press release includes certain unaudited financial measures not presented in accordance with generally accepted accounting principles (“GAAP”), including but not limited to earnings before interest, taxes, depreciation, and amortization (“EBITDA”), backlog, and certain ratios and other metrics derived therefrom. Note that other companies may calculate these non-GAAP financial measures differently, and therefore such financial measures may not be directly comparable to similarly titled measures of other companies. Further, these non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. Southland believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Southland’s financial condition and results of operations. Southland also believes that these non-GAAP financial measures provide an additional tool for investors to use in evaluating ongoing operating results and trends. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which items of expense and income are excluded or included in determining these non-GAAP financial measures.
Please see the accompanying table for reconciliations of the following non-GAAP financial measures for Southland’s current and historical results: EBITDA (non-GAAP financial measures) to net income (loss) attributable to common stock.
6
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Southland’s current beliefs, expectations and assumptions regarding the future of Southland’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Southland’s control. Southland’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
Any forward-looking statement made by Southland in this press release is based only on information currently available to Southland and speaks only as of the date on which it is made. Southland undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Southland Contacts:
Keith Bassano
Chief Financial Officer
kbassano@southlandholdings.com
Alex Murray
Corporate Development & Investor Relations
amurray@southlandholdings.com
7
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No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
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Balance Type:
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Period Type:
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- Details
Name:
us-gaap_StatementClassOfStockAxis=slnd_CommonStockParValue0.0001PerShareMember
Namespace Prefix:
Data Type:
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Balance Type:
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- Details
Name:
us-gaap_StatementClassOfStockAxis=slnd_RedeemableWarrantsExercisableForSharesOfCommonStockAtExercisePriceOf11.50PerShareMember
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type: