Southland Holdings, Inc 8-K, filed Oct 6, 2026
Southland Holdings, Inc. (SLND)
About this 8-K
Southland Holdings, Inc filed this 8-K on October 6, 2026, reporting on events of September 30, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
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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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).
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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
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 | ||
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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]
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| 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]
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| 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