Entry Into a Material Definitive Agreement. As previously reported, on December 1, 2025, American Bridge Company (“American Bridge”), a wholly-owned subsidiary of Southland Holdings, Inc. (“Southland”) received an adverse ruling in the case of American Bridge Company v. Clark/Lewis Joint Venture (“Clark/Lewis”), et al. relating to the Washington State Convention Center project (the “WSCC Project”). In this litigation, the Superior Court of the State of Washington for King County, by order dat…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. As previously reported, certain of the sureties (each, a “Surety,” and collectively, the “Sureties”) of Southland Holdings, Inc., a Delaware corporation (the “Company”) have provided substantial support for the Company’s bonded construction projects, including by advancing funds under general indemnity agreements for the payment of bonded construction contract obligations and the continued progress of such projects, and by acquiring $110.0 million o…

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.

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.

Entry into a Material Definitive Agreement. On March 27, 2026, American Bridge Company (“American Bridge”), a wholly owned subsidiary of Southland Holdings, Inc. (the “Company”), entered into a Settlement Agreement and Release of Claims (the “Settlement Agreement”) with Clark/Lewis, a Joint Venture (“Clark/Lewis”), certain sureties of American Bridge (the “Sureties”), the Washington State Convention Center (“WSCC”), and American Bridge’s litigation counsel. The Settlement Agreement resolves d…

Results of Operations and Financial Condition. On March 26, 2026, Southland Holdings, Inc., a Delaware corporation (the “Company”), issued a press release announcing financial results for the quarter and year ended December 31, 2025. 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.

Entry into a Material Definitive Agreement. As previously reported, Southland Holdings, Inc. and its subsidiaries (the “Company”) are parties to a term loan and security agreement dated as of September 30, 2024 (as amended, the “Credit Agreement”). On March 17, 2026, the Company entered into an assignment and assumption (the “Assignment and Assumption Agreement”) with Callodine Commercial Finance, LLC (the “Resigning Agent”), solely in its capacity as “Agent” under the Credit Agreement, lende…

Other Events. In its industry, Southland Holdings, Inc. (the “Company”) is generally required to provide surety performance and payment bonds guaranteeing the Company’s completion of projects and guaranteeing payment to subcontractors and suppliers. Markel Insurance Company (“Markel”), a surety provider of the Company, has agreed to advance funds (“Surety Funds”) under a general indemnity agreement (“GIA”) for the payment of bonded construction contract obligations and for the continued progr…

Other Events. American Bridge Company (“American Bridge”), a wholly owned subsidiary of Southland Holdings, Inc. (the “Company”), received an adverse ruling in the case of American Bridge Company v. Clark/Lewis Joint Venture, et al. The case relates to the construction of the Washington State Convention Center by American Bridge. In this litigation, the trial court in King County, Washington, by order dated January 15, 2026, ruled in favor of Clark/Lewis Joint Venture and entered a judgment a…

Other Events. In its industry, Southland Holdings, Inc. (the “Company”) is generally required to provide surety performance and payment bonds guaranteeing the Company’s completion of projects and guaranteeing payment to subcontractors and suppliers. Zurich Insurance Company Ltd, a surety provider of the Company (the “Surety”), has agreed to advance funds (the “Surety Funds”) under a general indemnity agreement (“GIA”) for the payment of bonded construction contract obligations and for the con…

Other Events. Advancement of Surety Funds In its industry, Southland Holdings, Inc. (the “Company”) is generally required to provide surety performance and payment bonds guaranteeing the Company’s completion of projects and guaranteeing payment to subcontractors and suppliers. Berkshire Hathaway Specialty Insurance Company, a surety provider of the Company (the “Surety”) has agreed to advance up to $30 million in funds (the “Surety Funds”) under a general indemnity agreement (“GIA”) for the p…

Chief Transformation Officer (CTO) — Nick Campbell: The Company appointed Nick Campbell as the Chief Transformation Officer to provide strategic guidance and improve financial position.

Results of Operations and Financial Condition. On November 12, 2025, Southland Holdings, Inc., a Delaware corporation (the “Company”), issued a press release announcing financial results for the quarter ended September 30, 2025. 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.

Results of Operations and Financial Condition. On August 12, 2025, Southland Holdings, Inc., a Delaware corporation (the “Company”), issued a press release announcing financial results for the quarter ended June 30, 2025. 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.

Director — Kyle Burtnett: Mr. Burtnett resigned to pursue other opportunities.

Results of Operations and Financial Condition. On May 13, 2025, Southland Holdings, Inc., a Delaware corporation (the “Company”), issued a press release announcing financial results for the quarter ended March 31, 2025. 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.

Class II director — Rudy Renda: Rudy Renda was appointed as a Class II director to fill a vacant seat on the board.

Chief Financial Officer — Cody Gallarda: Mr. Gallarda resigned to pursue another opportunity outside of the Company.

Results of Operations and Financial Condition. On March 4, 2025, Southland Holdings, Inc., a Delaware corporation (the “Company”), issued a press release announcing financial results for the quarter and year ended December 31, 2024. 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.

Unregistered Sales of Equity Securities. The disclosure included in

Entry into a Material Definitive Agreement. On December 27, 2024, Southland Holdings, Inc. (the “Company”) agreed to issue an aggregate of 5,830,899 shares of common stock (the “Shares”), par value $0.0001 per share (“Common Stock”), to Frankie S. Renda, President, Chief Executive Officer, Director and Interim Chairman of the Company, Rudolph V. Renda, Co-Chief Operating Officer and Executive Vice President of the Company, and Walter Timothy Winn, Co-Chief Operating Officer, Executive Vice Pr…

Results of Operations and Financial Condition. On November 12, 2024, Southland Holdings, Inc., a Delaware corporation (the “Company”), issued a press release announcing financial results for the quarter ended September 30, 2024. 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.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above in

Entry into a Material Definitive Agreement. On September 30, 2024, Southland Holdings, Inc. and its subsidiaries (the “Company”), as borrowers, entered into a term loan and security agreement (the “Credit Agreement”) with Callodine Commercial Finance, LLC as administrative agent and lender (the “Lender”). The Credit Agreement provides for a four-year secured $160.0 million term loan facility (the “Credit Facility”), consisting of a $140.0 million initial draw term loan (the “Term Loan”) and a…