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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) |
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 | ||
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.
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 | ||
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 | ||||
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 | ||||
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.
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