Material Event (Form 8-K)

Item 8.01 Other Events.

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. Markel Insurance Company ("Markel"), a surety provider of the Company, has agreed to advance funds ("Surety Funds") under a general indemnity agreement ("GIA") for the payment of bonded construction contract obligations and for the continued progress of such projects.

As of the date of this filing, pursuant to a GIA between the Company and Markel, Markel has advanced approximately $5 million. As a result, the Company is obligated to indemnify and reimburse Markel for such Surety Funds.

As previously disclosed by the Company in its Current Report on Form 8-K filed on December 31, 2025, and in its Current Report on Form 8-K filed on January 16, 2026, Berkshire Hathaway Specialty Insurance Company ("Berkshire") and Zurich Insurance Company Ltd ("Zurich"), respectively, have also agreed to advance surety funds under GIAs. As of the date of this filing, Berkshire and Zurich have advanced approximately $21 million and $33 million, respectively.

Collectively, Berkshire, Zurich and Markel have advanced an aggregate of approximately $59 million as of the date of this filing.

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.