Southland Holdings, Inc 8-K, filed Mar 28, 2025
Southland Holdings, Inc. (SLND)
About this 8-K
Southland Holdings, Inc filed this 8-K on March 28, 2025, reporting on events of March 26, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 26, 2025, the board of directors of Southland Holdings, Inc. (the “Company”) appointed Rudy Renda as a Class II director to fill a vacant seat, thereby bringing the number of directors on the board back to seven, effective as of March 26, 2025. Mr. Renda was recommended by the Company’s Nominating and Corporate Governance Committee. There were no changes to Mr. Rudy Renda’s compensatory arrangements with the Company made in connection with his appointment as director and he will not participate in the director compensation program.
Rudy Renda serves as the Executive Vice President and Chief Operating Officer, Strategy and Special Projects, of Southland Holdings, Inc. Mr. Renda oversees various plant and conveyance projects for the Company and has been instrumental in the Company’s completion of some of the most complex projects in the United States. He combines nearly 30 years of construction experience at Southland LLC, leading various components of contract administration and compliance, resource management, partnering strategies, customer relationships, and coordination across all subsidiaries of Southland LLC. Mr. Renda earned his undergraduate degree from Texas Tech University. Rudy Renda is the first cousin of Frank Renda, the Company’s President and Chief Executive Officer.
As previously reported, on December 27, 2024, the Company agreed to issue to Mr. Rudy Renda 2,215,664 shares of common stock, par value $0.0001 per share, in exchange for the full satisfaction and discharge of (i) $3,065,116.48 under that certain promissory note, dated October 31, 2016, with an original principal amount of $3,330,975, (ii) $2,283,139.54 under that certain promissory note, dated February 14, 2023, with an original principal amount of $5,000,000 and (iii) $2,251,479.07 under that certain promissory note, dated March 15, 2024, with an original principal amount of $2,241,765.65.
As previously reported, in July 2024, the Company closed a real estate purchase agreement to sell and leaseback three properties for $42.5 million. Frank Renda, and Rudy Renda hold a combined 25% indirect minority interest in the entity that purchased the real estate. During the year ended December 31, 2024, the Company paid $2.0 million to this related party in accordance with the real estate purchase agreement.
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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: March 28, 2025 | SOUTHLAND HOLDINGS, INC. | |
| By: | /s/ Frank S. Renda | |
| Name: Frank S. Renda | ||
| Title: President and Chief Executive Officer | ||
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