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Form 8-K

sec.gov

8-K — Southland Holdings, Inc.

Accession: 0001829126-26-010817

Filed: 2026-10-06

Period: 2026-09-30

CIK: 0001883814

SIC: 1600 (HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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EX-10.1 — EXHIBIT 10.1 (southland_ex10-1.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): September 30, 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

1.01 Entry into a Material Definitive Agreement.

As

previously reported, Southland Holdings, Inc., a Delaware corporation (the “Company”) entered into a financial assistance

agreement (the “Financial Assistance Agreement”), which governs the terms on which certain sureties of the Company (each,

a “Surety,” and collectively, the “Sureties”) have provided, and may continue to provide in the future, financing

assistance in respect of bonded construction contracts and projects.

Under

the terms of the Financial Assistance Agreement, any Surety or Sureties providing financing that is not providing bonds shall be deemed

to be providing “Non-Bonding Financing.” The Financial Assistance Agreement provides for, among other things, conversion

of certain Non-Bonding Financing into senior non-voting preferred shares (the “Preferred Shares”) in accordance with the

terms of a Preferred Shares Term Sheet attached to the Financial Assistance Agreement.

On

September 30, 2026, the Company and certain other related entities, certain individual shareholder indemnitors, the Sureties, and Berkshire

Hathaway Specialty Insurance Company, as collateral agent, entered into the first amendment to the Financial Assistance Agreement (the

“First Amendment”).

Prior

to giving effect to the First Amendment, the Preferred Shares were required to be issued no later than September 30, 2026. Under the

terms of the First Amendment, the date by which the Preferred Shares are required to be issued has been extended to be no later than

November 13, 2026.

The

foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full

text of the First Amendment, a copy of which will be filed as an exhibit to this Current Report on Form 8-K.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Description

10.1

First Amendment to Financial Assistance Agreement, dated as of September 30, 2026, by and among Southland Holdings, Inc., Southland Holdings LLC, the other principals and indemnitors party thereto, Berkshire Hathaway Specialty Insurance Company, Zurich American Insurance Company, Hartford Fire Insurance Company, Euler Hermes North America Insurance Company, Markel Insurance Company, Western Surety Company, Federal Insurance Company and Berkshire Hathaway Specialty Insurance Company, as collateral agent.

104

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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: October 6, 2026

SOUTHLAND HOLDINGS, INC.

By:

/s/ Frank S. Renda

Name:

Frank S. Renda

Title:

President and Chief Executive Officer

2

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: southland_ex10-1.htm · Sequence: 2

Exhibit

10.1

Execution Version

FIRST

AMENDMENT TO FINANCIAL ASSISTANCE AGREEMENT

This

FIRST AMENDMENT TO FINANCIAL ASSISTANCE AGREEMENT (this “Amendment”) is entered into as of September 30,

2026, by and among (i) Berkshire Hathaway Specialty Insurance Company (“Berkshire”), Zurich American Insurance

Company, Hartford Fire Insurance Company, Euler Hermes North America, Markel Insurance Company, Western Surety Company, Federal Insurance

Company (collectively referred to as “Sureties” and each as “Surety”), (ii) Southland

Holdings, LLC (“Southland”), Southland Holdings, Inc., Southland RE Properties LLC, Southland Contracting,

Inc., Heritage Materials, LLC, Southland Mole of Canada, Ltd., Johnson Bros. Corporation, a Southland Company, Oscar Renda Contracting,

Inc., Oscar Renda Contracting of Canada, Inc., Renda Pacific LLC, Mole Constructors, Inc., American Bridge Holding Company, American

Bridge Company, American Bridge Manufacturing Company, American Dock & Transfer Company, American Bridge International Corporation,

American Bridge Canada Company, Renda-Jbros Joint Venture, Southland Renda JV, Southland Mole JV (collectively, the “Principals”),

(iii) Frankie Scott Renda, Amanda Renda, Rudolph V. Renda, Christy Lee Renda, Walter Timothy Winn (collectively, the “Shareholder

Indemnitors” and, together with the Principals, the “Indemnitors” and each an “Indemnitor”)

and (iv) Berkshire, as collateral agent for the benefit of the Sureties identified herein (together with its successors and assigns in

such capacity, the “Collateral Agent”).

WITNESSETH:

WHEREAS,

the Sureties, the Indemnitors and the Collateral Agent are parties to that certain Financial Assistance Agreement, dated as of August 13,

2026 (the “Financial Assistance Agreement”); and

WHEREAS,

the Indemnitors have requested that the Sureties and the Collateral Agent provide for certain modifications to the Existing Loan Agreement,

and the Sureties and the Collateral Agent are willing to do so upon the terms and conditions set forth herein.

NOW

THEREFORE, in consideration of the premises and the mutual covenants contained herein, and other good and valuable consideration

the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

SECTION

1. Defined Terms. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings assigned to such

terms in the Financial Assistance Agreement.

SECTION

2. Amendment. Paragraph 45 of the Financial Assistance Agreement is hereby amended to amend and restate the penultimate sentence

of such paragraph to read as follows:

“The

Preferred Shares shall be issued no later than November 13, 2026.”

SECTION

3. Effectiveness. This Amendment shall become effective as of the date first set forth above upon Southland’s receipt

of counterpart signature pages of this Amendment duly executed by the Sureties, the Indemnitors and the Collateral Agent.

SECTION

4. Effect of Amendment. Except as expressly set forth herein, all terms of the Financial Assistance Agreement shall be and

remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of the Indemnitors and the

other parties thereto, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of

creditors’ rights generally and by general principles of equity. The execution of this Amendment shall not serve to effect a novation

of any obligations under the Financial Assistance Agreement.

SECTION

5. Counterparts. This Amendment may be executed in any number of counterparts, all of which shall constitute one and the same

agreement. This Amendment may be executed by signatures delivered by facsimile or electronic mail, each of which shall be fully binding

on the signing party.

SECTION

6. Governing Law; Venue; Waiver of Jury Trial. The provisions of paragraphs 61 and 62 of the Financial Assistance Agreement

are hereby incorporated herein by reference and shall apply to this Amendment, mutatis mutandis.

[Remainder

of page intentionally left blank.]

IN

WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date first above written.

SOUTHLAND HOLDINGS

LLC,

as a Principal

By:

Name:

Frankie Renda

Title:

Chief Executive Officer

[Signature

Page to First Amendment to Financial Assistance Agreement]

2

SOUTHLAND HOLDINGS,

INC.

SOUTHLAND RE PROPERTIES

LLC

SOUTHLAND CONTRACTING,

INC.

HERITAGE MATERIALS,

LLC

SOUTHLAND MOLE

OF CANADA LTD.

JOHNSON BROS.

CORPORATION, A SOUTHLAND COMPANY

OSCAR RENDA CONTRACTING,

INC.

OSCAR RENDA CONTRACTING

OF CANADA, INC.

RENDA PACIFIC,

LLC

MOLE CONSTRUCTORS,

INC.

AMERICAN BRIDGE

HOLDING COMPANY

AMERICAN BRIDGE

COMPANY

AMERICAN BRIDGE

MANUFACTURING COMPANY

AMERICAN DOCK

& TRANSFER COMPANY

AMERICAN BRIDGE

INTERNATIONAL CORPORATION

AMERICAN BRIDGE

CANADA COMPANY,

each as a Principal

By:

Name:

Frankie Renda

Title:

Chief Executive Officer

[Signature

Page to First Amendment to Financial Assistance Agreement]

3

RENDA-JBROS JOINT

VENTURE.

as a Principal

By:

Oscar Renda Contracting,

Inc., as a member

By:

Name:

Frankie Renda

Title:

Chief Executive Officer

[Signature

Page to First Amendment to Financial Assistance Agreement]

4

RENDA-JBROS JOINT

VENTURE,

as a Principal

By:

Johnson Bros.

Corporation, a Southland Company, as a member

By:

Name:

Frankie Renda

Title:

Chief Executive Officer

[Signature

Page to First Amendment to Financial Assistance Agreement]

5

SOUTHLAND RENDA

JV,

as a Principal

By:

Southland Contracting,

Inc., as a member

By:

Name:

Frankie Renda

Title:

Chief Executive Officer

[Signature

Page to First Amendment to Financial Assistance Agreement]

6

SOUTHLAND RENDA

JV,

as a Principal

By:

Oscar Renda Contracting,

Inc., as a member

By:

Name:

Frankie Renda

Title:

Chief Executive Officer

[Signature

Page to First Amendment to Financial Assistance Agreement]

7

SOUTHLAND MOLE

JV,

as a Principal

By:

Southland Contracting,

Inc., as a member

By:

Name:

Frankie Renda

Title:

Chief Executive Officer

[Signature

Page to First Amendment to Financial Assistance Agreement]

8

SOUTHLAND MOLE

JV,

as a Principal

By:

Mole Constructors,

Inc., as a member

By:

Name:

Frankie Renda

Title:

Chief Executive Officer

[Signature

Page to First Amendment to Financial Assistance Agreement]

9

By:

Frankie Scott Renda, individually

as a

Shareholder Indemnitor

By:

Amanda Renda, individually

as a

Shareholder Indemnitor

By:

Rudolph V. Renda, individually

as a

Shareholder Indemnitor

By:

Christy Lee Renda, individually

as a

Shareholder Indemnitor

By:

Walter Timothy Winn, individually

as a

Shareholder Indemnitor

[Signature

Page to First Amendment to Financial Assistance Agreement]

10

BERKSHIRE HATHAWAY

SPECIALTY INSURANCE COMPANY,

as a Surety

By:

Name:

Jeffrey Jubera

Title:

VP Global Surety Claims

[Signature

Page to First Amendment to Financial Assistance Agreement]

11

ZURICH AMERICAN

INSURANCE COMPANY,

as a Surety

By:

Name:

Niel Franzese

Title:

AVP Team Lead

[Signature

Page to First Amendment to Financial Assistance Agreement]

12

WESTERN SURETY

COMPANY,

as a Surety

By:

Name:

Title:

[Signature

Page to First Amendment to Financial Assistance Agreement]

13

MARKEL INSURANCE

COMPANY,

as a Surety

By:

Name:

Tim Sherry

Title:

Vice President

[Signature

Page to First Amendment to Financial Assistance Agreement]

14

EULER HERMES NORTH

AMERICA INSURANCE COMPANY,

as a Surety

By:

Name:

Regina E. Gaebel

Title:

Head of Surety Claims

[Signature

Page to First Amendment to Financial Assistance Agreement]

15

FEDERAL INSURANCE

COMPANY,

as a Surety

By:

Name:

Title:

[Signature

Page to First Amendment to Financial Assistance Agreement]

16

HARTFORD FIRE

INSURANCE COMPANY,

as a Surety

By:

Name:

Greg Dailey

Title:

[Signature

Page to First Amendment to Financial Assistance Agreement]

17

BERKSHIRE HATHAWAY

SPECIALTY INSURANCE COMPANY,

as Collateral Agent

By:

Name:

Jeffrey Jubera

Title:

VP Global Surety Claims

[Signature

Page to First Amendment to Financial Assistance Agreement]

18

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