Material Event (Form 8-K)

Item 8.01 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 against American Bridge and certain of its sureties, jointly and severally, in the total principal amount of approximately $57 million.

American Bridge strongly disagrees with the trial court's decision and believes that the judgment is not supported by the law or the evidence presented at trial. Accordingly, American Bridge intends to appeal the ruling. While American Bridge intends to vigorously challenge and seek reversal of the ruling, there can be no assurances that American Bridge's intended appeal will be successful.

The Company is actively working with Callodine Commercial Finance, LLC, as 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 of the adverse ruling on the Credit Agreement. In addition, the Company is actively analyzing the accounting and financial reporting impacts of the adverse ruling.