Form 8-K
8-K — Southland Holdings, Inc.
Accession: 0001829126-26-008712
Filed: 2026-08-12
Period: 2026-08-12
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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XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
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2026-08-12
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2026-08-12
2026-08-12
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slnd:RedeemableWarrantsExercisableForSharesOfCommonStockAtExercisePriceOf11.50PerShareMember
2026-08-12
2026-08-12
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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): August 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
August 12, 2026, Southland Holdings, Inc., a Delaware corporation (the “Company”), issued a press release announcing financial
results for the quarter ended June 30, 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 August 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: August 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 Second Quarter 2026 Results
GRAPEVINE, Texas, August 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 June 30, 2026.
●
Revenue of $113.3 million for the quarter ended June 30, 2026, compared to $215.4 million for the quarter ended June 30, 2025.
●
Gross loss of $71.2 million for the quarter ended June 30, 2026, compared to $13.0 million in gross profit for the quarter ended June 30, 2025.
●
Gross profit margin of (62.9)% for the quarter ended June 30, 2026, compared to 6.0% gross profit margin for the quarter ended June 30, 2025.
●
Net loss attributable to stockholders of $84.3 million, or $(1.55) per share for the quarter ended June 30, 2026, compared to a net loss attributable to stockholders of $10.3 million, or $(0.19) per share for the quarter ended June 30, 2025.
●
EBITDA of $(73.4) million for the quarter ended June 30, 2026, compared to $4.2 million
for the quarter ended June 30, 2025.(1)
●
Backlog of $1.68 billion.(1)
“Our results this quarter were largely impacted by unfavorable non-cash adjustments related to legacy disputes,” said Frank Renda, Southland’s President & Chief Executive Officer. “Despite that impact, we continue to work toward finalizing a comprehensive financing agreement and credit amendment with our surety partners, and we’re encouraged by their continued support and the confidence they’ve shown in our strategic plan. At the same time, we remain focused on capturing new opportunities in our core markets — most recently reflected in the Winnipeg North End Sewage Treatment Plant award we announced in July, which reinforces the strength of our core business as we work through this transition.”
(1)
Please refer to “Non-GAAP Measures” and reconciliations for our non-GAAP financial measures, including, “EBITDA” and “Backlog”
2026 Second Quarter Results
Condensed Consolidated Statements of Operations (unaudited)
Three Months Ended
(Amounts in thousands)
June 30,
2026
June 30,
2025
Revenue
$
113,306
$
215,382
Cost of construction
184,539
202,414
Gross profit (loss)
(71,233
)
12,968
Selling, general, and administrative expenses
16,705
13,572
Operating loss
(87,938
)
(604
)
Gain on investments, net
67
59
Other income, net
6,447
577
Interest expense
(7,336
)
(9,983
)
Losses before income taxes
(88,760
)
(9,951
)
Income tax expense (benefit)
(1,612
)
(61
)
Net loss
(87,148
)
(9,890
)
Net income (loss) attributable to noncontrolling interests
(2,881
)
416
Net loss attributable to Southland Stockholders
$
(84,267
)
$
(10,306
)
Net loss per share attributable to common stockholders
Basic(1)
$
(1.55
)
$
(0.19
)
Diluted(1)
$
(1.55
)
$
(0.19
)
Weighted average shares outstanding
Basic(1)
54,248,867
54,008,088
Diluted(1)
54,248,867
54,008,088
(1)
Basic net loss per share is the same as diluted net loss per share attributable to common stockholders for the three months ended June 30, 2026, and June 30, 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 June 30, 2026, was $113.3 million, a decrease of $102.1 million, or 47.4%, compared to the three months ended June 30, 2025. Materials & Paving business contributed $11.7 million to revenue in the three months ended June 30, 2026. The decrease in revenue is primarily due to unfavorable changes in estimates related to certain unresolved contract modifications and claims. During the three months ended June 30, 2026, we performed a comprehensive reassessment of expected recoverability of claims on several projects, including substantially completed projects, in light of recent developments and updated information available regarding the timing and amount of potential recoveries. As a result of this reassessment, we reduced the estimated value of certain claims and recorded cumulative catch-up adjustment that negatively impacted revenue and gross profit for the quarter of $102.3 million and $93.6 million, respectively.
Gross loss for the three months ended June 30, 2026, was $71.2 million compared to gross profit of $13.0 million for the three months ended June 30, 2025. Gross margin decreased from 6.0% to (62.9)% for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. Materials & Paving business negatively impacted gross profit by $16.3 million in the three months ended June 30, 2026.
Selling, general, and administrative costs for the three months ended June 30, 2026, were $16.7 million, an increase of $3.1 million, or 23.1%, compared to the three months ended June 30, 2025. Selling, general, and administrative costs as a percent of revenue were 14.7% for the three months ended June 30, 2026, compared to 6.3% for the three months ended June 30, 2025.
2
Condensed Consolidated Statements of Operations (unaudited)
Six Months Ended
(Amounts in thousands)
June 30,
2026
June 30,
2025
Revenue
$
285,711
$
454,868
Cost of construction
361,700
421,421
Gross profit (loss)
(75,989
)
33,447
Selling, general, and administrative expenses
31,648
30,037
Operating income (loss)
(107,637
)
3,410
Gain on investments, net
214
76
Other income, net
6,521
2,321
Interest expense
(16,017
)
(18,857
)
Losses before income taxes
(116,919
)
(13,050
)
Income tax expense (benefit)
(1,593
)
(374
)
Net loss
(115,326
)
(12,676
)
Net income (loss) attributable to noncontrolling interests
(2,707
)
2,182
Net loss attributable to Southland Stockholders
$
(112,619
)
$
(14,858
)
Net loss per share attributable to common stockholders
Basic(1)
$
(2.08
)
$
(0.28
)
Diluted(1)
$
(2.08
)
$
(0.28
)
Weighted average shares outstanding
Basic(1)
54,184,621
53,985,325
Diluted(1)
54,184,621
53,985,325
(1)
Basic net loss per share is the same as diluted net loss per share attributable to common stockholders for the six months ended June 30, 2026, and June 30, 2025, because the inclusion of potential shares of common stock would have been anti-dilutive for the period presented.
Revenue for the six months ended June 30, 2026, was $285.7 million, a decrease of $169.2 million, or 37.2%, compared to the six months ended June 30, 2025. Materials & Paving business contributed $22.7 million to revenue in the six months ended June 30, 2026.
Gross loss for the six months ended June 30, 2026, was $76.0 million compared to gross profit of $33.4 million for the six months ended June 30, 2025. Gross margin decreased from 7.4% to (26.6)% for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. Materials & Paving business negatively impacted gross profit by $29.4 million in the six months ended June 30, 2026.
Selling, general, and administrative costs for the six months ended June 30, 2026, were $31.6 million, an increase of $1.6 million, or 5.4%, compared to the six months ended June 30, 2025. Selling, general, and administrative costs as a percent of revenue were 11.1% for the six months ended June 30, 2026, compared to 6.6% for the six months ended June 30, 2025.
3
Segment Revenue
Three Months Ended
(Amounts in thousands)
June 30,
2026
June 30,
2025
Segment
Revenue
% of Total
Revenue
Revenue
% of Total
Revenue
Civil
$
40,987
36.2
%
$
81,530
37.9
%
Transportation
72,319
63.8
%
133,852
62.1
%
Total revenue
$
113,306
100.0
%
$
215,382
100.0
%
Six Months Ended
(Amounts in thousands)
June 30,
2026
June 30,
2025
Segment
Revenue
% of Total
Revenue
Revenue
% of Total
Revenue
Civil
$
144,779
50.7
%
$
184,446
40.5
%
Transportation
140,932
49.3
%
270,422
59.5
%
Total revenue
$
285,711
100.0
%
$
454,868
100.0
%
Segment Gross Profit (Loss)
Three Months Ended
(Amounts in thousands)
June 30,
2026
June 30,
2025
Segment
Gross Loss
% of Segment
Revenue
Gross Profit
% of Segment
Revenue
Civil
$
(27,074
)
(66.1
)%
$
14,257
17.5
%
Transportation
(44,159
)
(61.1
)%
(1,289
)
(1.0
)%
Gross profit (loss)
$
(71,233
)
(62.9
)%
$
12,968
6.0
%
Six Months Ended
(Amounts in thousands)
June 30,
2026
June 30,
2025
Segment
Gross Loss
% of Segment
Revenue
Gross Profit
% of Segment
Revenue
Civil
$
(12,422
)
(8.6
)%
$
36,766
19.9
%
Transportation
(63,567
)
(45.1
)%
(3,319
)
(1.2
)%
Gross profit (loss)
$
(75,989
)
(26.6
)%
$
33,447
7.4
%
4
EBITDA Reconciliation
Three Months Ended
Six Months Ended
(Amounts in thousands)
June 30,
2026
June 30,
2025
June 30,
2026
June 30,
2025
Net loss attributable to Southland Stockholders
$
(84,267
)
$
(10,306
)
$
(112,619
)
$
(14,858
)
Depreciation and amortization
5,437
5,376
11,081
11,901
Income tax expense (benefit)
(1,612
)
(61
)
(1,593
)
(374
)
Interest expense
7,336
9,983
16,017
18,857
Interest income
(270
)
(802
)
(368
)
(1,252
)
EBITDA
(73,376
)
4,190
(87,482
)
14,274
Backlog
(Amounts in thousands)
Balance December 31, 2025
$
2,031,080
New contracts, change orders, and adjustments
(68,681
)
Less: contract revenue recognized in 2026
(285,711
)
Balance June 30, 2026
$
1,676,688
5
Condensed Consolidated Balance Sheets (unaudited)
As of
(Amounts in thousands, except share and per share data)
June 30,
2026
December 31,
2025
ASSETS
Current assets
Cash and cash equivalents
$
34,878
$
52,713
Restricted cash
10,845
14,755
Accounts receivable, net
108,371
145,031
Retainage receivables
93,368
101,779
Contract assets
272,344
389,362
Other current assets
26,771
30,326
Total current assets
546,577
733,966
Property and equipment, net
94,580
107,305
Right-of-use assets
8,282
10,524
Investments - unconsolidated entities
126,824
129,696
Investments - limited liability companies
2,262
2,323
Investments - private equity
2,452
2,588
Deferred tax asset
1,049
3
Goodwill
1,528
1,528
Intangible assets, net
1,180
1,180
Other noncurrent assets
-
167
Total noncurrent assets
238,157
255,314
Total assets
$
784,734
$
989,280
LIABILITIES AND EQUITY
Current liabilities
Accounts payable
$
80,538
$
224,915
Retainage payable
28,657
36,977
Accrued liabilities
61,433
80,011
Current portion of long-term debt
58,041
53,731
Short-term operating lease liabilities
5,934
6,808
Contract liabilities
194,416
252,543
Total current liabilities
429,019
654,985
Long-term debt
148,754
203,971
Long-term operating lease liabilities
13,871
16,403
Deferred tax liabilities
2,311
3,032
Financing obligations, net
41,394
41,440
Long-term accrued liabilities
58,075
58,075
Surety payable
298,900
103,205
Other noncurrent liabilities
40,594
40,675
Total long-term liabilities
603,899
466,801
Total liabilities
1,032,918
1,121,786
Stockholders’ equity (deficit)
Preferred stock, $0.0001 par value, authorized 50,000,000 shares, none issued and outstanding as of June 30, 2026 and December 31, 2025
-
-
Common stock, $0.0001 par value, authorized 500,000,000 shares, 54,435,257 and 54,113,036 issued and outstanding as of June 30, 2026 and December 31, 2025, respectively
5
5
Additional paid-in-capital
294,022
293,237
Accumulated deficit
(543,777
)
(431,158
)
Accumulated other comprehensive loss
(3,783
)
(3,018
)
Total stockholders’ equity (deficit)
(253,533
)
(140,934
)
Noncontrolling interest
5,349
8,428
Total equity (deficit)
(248,184
)
(132,506
)
Total liabilities and equity
$
784,734
$
989,280
6
Condensed Consolidated Statement of Cash Flows (unaudited)
Six Months Ended
(Amounts in thousands)
June 30,
2026
June 30,
2025
Cash flows from operating activities:
Net loss
$
(115,326
)
$
(12,676
)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization
11,081
11,901
Amortization of deferred financing costs
942
916
Bad debt expense
3,173
-
Deferred taxes
(1,698
)
(50
)
Share based compensation
815
692
Gain on sale of assets
(6,066
)
(1,417
)
Foreign currency remeasurement (gain) loss
73
(73
)
Loss (earnings) from equity method investments
659
(1,503
)
Gain on trading securities, net
(215
)
(76
)
Changes in assets and liabilities:
Accounts and retainage receivables
64,489
49,131
Contract assets
94,254
(46,552
)
Other current assets
3,555
(10,378
)
Right-of-use assets
2,242
4,763
Accounts payable, retainage payable and accrued liabilities
(170,973
)
12,328
Contract liabilities
(58,129
)
1,222
Operating lease liabilities
(2,383
)
(4,742
)
Other
1,617
(2,490
)
Net cash provided by (used in) operating activities
(171,890
)
996
Cash flows from investing activities:
Purchase of property and equipment
(384
)
(2,885
)
Proceeds from sale of property and equipment
7,597
3,448
Distributions from other investments
351
195
Return of investment in limited liability company
61
-
Net cash provided by investing activities
7,625
758
Cash flows from financing activities:
Payments on notes payable
(51,841
)
(25,150
)
Payments of deferred financing costs
-
(295
)
Payments from (to) related parties
(1
)
4
Payments on finance lease and financing obligations
(1,073
)
(539
)
Distribution to members
(217
)
-
Payment of taxes related to net share settlement of RSUs
(30
)
(121
)
Proceeds from advancement of surety funds
195,696
-
Net cash provided by (used in) financing activities
142,534
(26,101
)
Effect of exchange rate on cash
(14
)
82
Net decrease in cash and cash equivalents and restricted cash
(21,745
)
(24,265
)
Beginning of period
67,468
87,561
End of period
$
45,723
$
63,296
Supplemental cash flow information
Cash paid for income taxes
$
762
$
578
Cash paid for interest
$
12,454
$
18,047
Non-cash investing and financing activities:
Lease assets obtained in exchange for new leases
$
636
$
10
Assets obtained in exchange for notes payable
$
-
$
3,016
7
Conference Call
Southland will host a conference call at 10:00 a.m. Eastern Time on Thursday, August 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.
Forward-Looking Statements
This
press release contains, and Southland’s officers and representatives may from time to time make, “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
can be identified by words such as “believe,” “continue,” “expect,” “may,” “plan,”
“future,” “will,” “would,” and similar references to future periods. Forward-looking statements may
include, among others, statements regarding Southland’s future business, plans, strategies, operating results, financial condition,
liquidity, backlog, bonding capacity, project performance, claims recoveries, litigation and dispute resolution, financing arrangements,
surety support, capital resources, market conditions and other anticipated events or trends. 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.
Important factors that could
cause Southland’s actual results and financial condition to differ materially from those indicated in the forward-looking statements
include, among others: Southland’s ability to meet liquidity needs and maintain adequate working capital; its ability to comply
with, refinance or otherwise address obligations under its debt and surety arrangements; its ability to maintain adequate bonding capacity;
the timing and ultimate recoverability of claims, change orders, contract modifications and contract assets; the outcome of pending or
future litigation and project disputes; risks that backlog or remaining performance obligations may be delayed, reduced, cancelled or
not converted into revenue as expected; risks associated with fixed-price construction contracts, cost estimates, margin pressure, project
execution and cost overruns; weather, labor, materials, supply-chain, inflation, tariff and trade-related impacts; general economic conditions;
the availability and terms of additional financing; Southland’s ability to maintain the listing of its securities; and other factors
discussed in Southland’s latest Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other reports filed with or furnished
to the SEC.
Any
forward-looking statement made by Southland in this press release or on the related conference call 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, except as required by law.
8
Southland Contacts:
Keith Bassano
Chief Financial Officer
kbassano@southlandholdings.com
Alex Murray
Vice President, Corporate Development & Investor Relations
amurray@southlandholdings.com
9
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v3.26.1
Cover
Aug. 12, 2026
Document Type
8-K
Amendment Flag
false
Document Period End Date
Aug. 12, 2026
Entity File Number
001-41090
Entity Registrant Name
SOUTHLAND HOLDINGS, INC.
Entity Central Index Key
0001883814
Entity Tax Identification Number
87-1783910
Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
1100 Kubota Drive
Entity Address, City or Town
Grapevine
Entity Address, State or Province
TX
Entity Address, Postal Zip Code
76051
City Area Code
(817)
Local Phone Number
293-4263
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Entity Emerging Growth Company
true
Elected Not To Use the Extended Transition Period
false
Common stock, par value $0.0001 per share
Title of 12(b) Security
Common stock, par value $0.0001 per share
Trading Symbol
SLND
Security Exchange Name
NYSE
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share
Title of 12(b) Security
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share
Trading Symbol
SLND WS
Security Exchange Name
NYSE
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