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 fut…
Filed Oct 6, 2026Accepted Oct 6, 2026, 4:38 PM EDTCIK 1883814Accession 0001829126-26-010817
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.
Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
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.