Material Event (Form 8-K)

Item 8.01 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 payment of bonded construction contract obligations and for the continued progress of such projects.

Beginning on December 22, 2025 and through the date of this filing, pursuant to a GIA between the Company and the Surety, the Surety has advanced approximately $14 million. As a result, the Company is obligated to indemnify and reimburse the Surety for such Surety Funds. The Company is actively working with Callodine Commercial Finance, LLC, as agent ("Agent"), and the lenders party to the Term Loan and Security Agreement dated September 30, 2024, as amended by the First Amendment dated March 3, 2025 (the "Credit Agreement") to determine the impact that the advancement of the Surety Funds has on the Credit Agreement.

Additionally, the Company is actively working with the sureties, the Agent, and the lenders party to the Credit Agreement for the advancement of additional surety funds to ensure the payment of bonded construction contract obligations and a long-term financing arrangement. There can be no assurances that a resolution for the advancement of additional surety funds or a long-term financing arrangement will be reached.