SLND on NYSE

Southland Holdings, Inc.

In its 2026 annual report the company says: “Southland is a diverse leader in specialty infrastructure construction with roots dating back to 1900. We design and construct projects in the bridges, tunnels, communications, transportation and facilities, marine, steel structures, water and wastewater treatment, and water pipelines end markets. It is the parent company of Johnson Bros. Corporation, American Bridge Company, Oscar Renda Contracting, Southland Contracting, Mole Constructors and Heritage Materials.”4 It is headquartered in Grapevine, Texas.1 Its shares trade on NYSE under the symbol SLND.1

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Last updated Oct 21, 2026.

Overview

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  • TickerSLND on NYSE1
  • IndustryHeavy Construction Other Than Bldg Const - Contractors1
  • HeadquartersGrapevine, Texas1
  • Incorporated inDE2
  • Business address1100 Kubota Drive, Grapevine, Tx 760512
  • Filer category, Emerging growth company2
  • Legal formCorporation

Southland is a diverse leader in specialty infrastructure construction with roots dating back to 1900. The end markets for which we provide services cover a broad spectrum of specialty services within infrastructure construction. We design and construct projects in the bridges, tunnels, communications, transportation and facilities, marine, steel structures, water and wastewater treatment, and water pipelines end markets.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-20.1%Gross margin5
-28.1%Operating margin5
-39.7%Net margin5
-21.2%Revenue growth, 20255
$12.7MFree cash flow5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Business segments

Transportation brought in 56% of the revenue Southland Holdings, Inc. broke down this way in fiscal 2025.

  1. Transportation$429.8M556%down 35% from 2024
  2. Civil$342.3M544%up 6% from 2024
Business segments by year
Business segments202320242025
Transportation$822.9M$656.9M$429.8M
Civil$337.5M$323.3M$342.3M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue89¢$927.4M
  • Selling, general and admin6¢$61.6M
  • Income tax5¢$56.5M

Out of $772.2M in revenue.5 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending23¢$3.8M
  • Kept or used elsewhere77¢$12.7M

Out of $16.6M of cash from operations.5

Financial statements

Revenue675$772.2M in 2025−40% since 2021
0$500.0M$1.0B$1.5B2021: $1.3B$1.3B20212022: $1.2B$1.2B2022−9%2023: $1.2B$1.2B2023−0%2024: $980.2M$980.2M2024−16%2025: $772.2M$772.2M2025−21%
Gross profit675-$155.3M in 2025
-$200.0M-$100.0M0$100.0M$200.0M2021: $114.2M$114.2M20212022: $140.9M$140.9M2022+23%2023: $35.8M$35.8M2023−75%2024: -$63.0M-$63.0M20242025: -$155.3M-$155.3M2025+146%
Operating income675-$216.9M in 2025
-$300.0M-$200.0M-$100.0M0$100.0M2021: $56.1M$56.1M20212022: $82.7M$82.7M2022+48%2023: -$31.4M-$31.4M20232024: -$126.3M-$126.3M2024+303%2025: -$216.9M-$216.9M2025+72%
Net income675-$306.5M in 2025
-$400.0M-$300.0M-$200.0M-$100.0M0$100.0M2021: $38.7M$38.7M20212022: $60.5M$60.5M2022+56%2023: -$19.3M-$19.3M20232024: -$105.4M-$105.4M2024+447%2025: -$306.5M-$306.5M2025+191%

Every line of the income statement as filed: the last 3 fiscal years, latest first.5

Period ending2025-12-312024-12-312023-12-31
Revenue$772.2M$980.2M$1.2B
Cost of construction$927.4M$1.0B$1.1B
Gross profit (loss)-$155.3M-$63.0M$35.8M
Selling, general, and administrative expenses$61.6M$63.3M$67.2M
Operating loss-$216.9M-$126.3M-$31.4M
Gain (loss) on investments, net$291.0K-$225.0K$30.0K
Other income, net$1.7M$3.6M$23.6M
Interest expense-$37.0M-$29.5M-$19.5M
Losses before income taxes-$251.9M-$152.4M-$27.2M
Income tax expense (benefit)$56.5M-$46.9M-$8.5M
Net loss-$308.4M-$105.5M-$18.7M
Net income (loss) attributable to noncontrolling interests-$1.8M-$163.0K$538.0K
Net loss attributable to Southland Stockholders-$306.5M-$105.4M-$19.3M
Basic (in dollars per share)-$5.67-$2.19-$0.41
Diluted (in dollars per share)-$5.67-$2.19-$0.41
Basic (in shares)54.0M shares48.1M shares47.1M shares
Diluted (in shares)54.0M shares48.1M shares47.1M shares

Compare Southland Holdings, Inc. with another company

Corporate structure

Southland Holdings, Inc. sits at the top of its group. 15 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Southland Holdings, Inc.

  • Walter Timothy Winn Filed SCHEDULE 13D/A on Southland Holdings, Inc., latest Nov 14, 2025 (3 filings since Feb 24, 2023)
  • Frankie S. Renda Filed SCHEDULE 13D/A on Southland Holdings, Inc., latest Dec 31, 2024 (3 filings since Feb 24, 2023)
  • Rudolph Renda V. Filed SCHEDULE 13D/A on Southland Holdings, Inc., latest Dec 31, 2024 (2 filings since Feb 24, 2023)
  • First Trust Capital Management L.P. Filed SC 13G/A on Southland Holdings, Inc., latest Feb 12, 2024 (2 filings since Feb 14, 2023)
  • ADAGE CAPITAL PARTNERS GP, L.L.C. Filed SC 13G/A on Southland Holdings, Inc., latest Feb 7, 2024 (2 filings since Dec 6, 2021)
  • Southland Holdings, Inc. Grapevine, Texas
    • American Bridge Company Subsidiary · Delaware, United States
    • Heritage Materials, LLC Subsidiary · Texas, United States
    • Johnson Bros. Corporation, a Southland Company Subsidiary · Texas, United States
    • Mole Constructors, Inc. Subsidiary · Ohio, United States
    • Oscar Renda Contracting of Canada, Ltd. Subsidiary · British Columbia, Canada
    • Oscar Renda Contracting, Inc. Subsidiary · Texas, United States
    • Renda Pacific LLC Subsidiary · Nevada, United States
    • Southland Contracting, Inc. Subsidiary · Texas, United States
    • Southland Mole JV Subsidiary · Texas, United States
    • Southland Mole of Canada / Astaldi Canada Design & Construction JV Subsidiary · British Columbia, Canada
    • Southland Mole of Canada Ltd. Subsidiary · British Columbia, Canada
    • Southland RE Properties LLC Subsidiary · Texas, United States
    • Southland Renda JV Subsidiary · Texas, United States
    • Southland Technicore Mole JV Subsidiary · Canada

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Southland Holdings, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$397.8M5 Dec 31, 2025$387.7M5 Dec 31, 2024+2.6%
Accumulated depreciation$290.5M5 Dec 31, 2025$271.4M5 Dec 31, 2024+7.0%
Property and equipment, net$107.3M5 Dec 31, 2025$116.3M5 Dec 31, 2024−7.8%
Operating-lease assets (leased space)$10.5M5 Dec 31, 2025$14.9M5 Dec 31, 2024−29.4%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$52.7M5 Dec 31, 2025$72.2M5 Dec 31, 2024−27.0%
Marketable securities, non-current$2.6M5 Dec 31, 2025$2.7M5 Dec 31, 2024−4.1%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$1.5M5 Dec 31, 2025$1.5M5 Dec 31, 20240%
Intangible assets, net (excluding goodwill)$1.2M5 Dec 31, 2025$1.2M5 Dec 31, 20240%
Accumulated amortization$4.7M5 Dec 31, 2024$4.2M7 Dec 31, 2023+11.9%
Finite-lived intangibles, net$1.2M5 Dec 31, 2025$1.2M5 Dec 31, 20240%

Inventory

ItemLatestA year beforeChange
Inventory, total$2.6M5 Dec 31, 2025$4.5M5 Dec 31, 2024−42.2%

Properties, in its own words

We lease our headquarters in Grapevine, Texas and own and lease other facilities throughout the United States and Canada. Our facilities include permanent and temporary office space, equipment yards, storage yards, maintenance facilities, shops, warehouses, training and education facilities, and other permanent and temporary locations as needed in our business, all of which are used by both our Civil and Transportation segments.

Item 2 of the 10-K filed Mar 26, 2026.4

Leadership

Who has led Southland Holdings, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (12)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • DirectorGregory Timothy Monohan named Jan 13, 202527
  • DirectorIzzilda Martins Timothy Martins named Jan 13, 202527
  • DirectorKyle Timothy Burtnett named Jan 13, 202527
  • DirectorMario Timothy Ramirez named Jan 13, 202527

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • American Bridge Company Delaware3
  • Heritage Materials, LLC Texas3
  • Johnson Bros. Corporation, a Southland Company Texas3
  • Mole Constructors, Inc. Ohio3
  • Oscar Renda Contracting of Canada, Ltd. British Columbia3
  • Oscar Renda Contracting, Inc. Texas3
  • Renda Pacific LLC Nevada3
  • Southland Contracting, Inc. Texas3
  • Southland Holdings LLC Texas3
  • Southland Mole JV Texas3
  • Southland Mole of Canada / Astaldi Canada Design & Construction JV British Columbia3
  • Southland Mole of Canada Ltd. British Columbia3
  • Southland RE Properties LLC Texas3
  • Southland Renda JV Texas3
  • Southland Technicore Mole JV Canada3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • LEGATO MERGER CORP. IISep 20, 2021 to Feb 14, 20232

Timeline

  1. Oct 6, 20268-K Entered a material agreement28
  2. Sep 25, 20268-K Listing notice or transfer29
  3. Aug 27, 20268-K Entered a material agreement30
  4. Aug 13, 20268-K Entered a material agreement; New debt or obligation31
  5. Aug 12, 20268-K Results of operations32
  6. Jun 16, 20268-K Shareholder vote33
  7. May 12, 20268-K Results of operations34
  8. Apr 2, 20268-K Entered a material agreement35
  9. Mar 26, 20268-K Results of operations36
  10. Mar 24, 20268-K Entered a material agreement; Other events37
  11. Feb 4, 20268-K Other events38
  12. Jan 22, 20268-K Other events39
  13. Feb 22, 2023New chief executive Frankie S. Renda becomes CEO11
  14. Nov 22, 2021New chief executive Gregory R. Monahan becomes CEO12

Calendar

Coming up

  1. Nov 11, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.33) a share, on Nov 12, 2025.40

When it reported results

  1. Aug 12, 2026Reported quarterly or annual results32
  2. May 12, 2026Reported quarterly or annual results34
  3. Mar 26, 2026Reported quarterly or annual results36
  4. Nov 12, 2025Reported quarterly or annual results41
  5. Aug 12, 2025Reported quarterly or annual results42
  6. May 13, 2025Reported quarterly or annual results43
  7. Mar 4, 2025Reported quarterly or annual results44
  8. Nov 12, 2024Reported quarterly or annual results45

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

326 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 64 major events, 139 insider forms, 12 large holders, 1 private raises, 90 other. The latest 20:

  1. Oct 6, 20268-K EDGAR
  2. Sep 25, 20268-K EDGAR
  3. Aug 27, 20268-K EDGAR
  4. Aug 18, 20264 EDGAR
  5. Aug 18, 20264 EDGAR
  6. Aug 18, 20264 EDGAR
  7. Aug 18, 20264 EDGAR
  8. Aug 18, 20264 EDGAR
  9. Aug 18, 20264 EDGAR
  10. Aug 18, 20264 EDGAR
  11. Aug 18, 20264 EDGAR
  12. Aug 17, 20264 EDGAR
  13. Aug 13, 20268-K EDGAR
  14. Aug 12, 20268-K EDGAR
  15. Aug 12, 202610-Q EDGAR
  16. Jun 29, 20264 EDGAR
  17. Jun 29, 20264 EDGAR
  18. Jun 29, 20264 EDGAR
  19. Jun 16, 20264 EDGAR
  20. Jun 16, 20264 EDGAR

The 326 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

125 open-market trades by officers, directors and large owners since October 2021: 82 buys and 43 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 31, 2026Winn Walter TimothyCO-COO AND EVPBuy29,177$1.47$42.9KForm 4
Dec 29, 2023Renda Frankie S.PRESIDENT AND CEOBuy4,460$5.23$23.3KForm 4
Dec 28, 2023Renda Rudolph V.CO-COO AND EVPBuy832$5.14$4.3KForm 4
Dec 28, 2023Renda Frankie S.PRESIDENT AND CEOBuy3,668$5.14$18.9KForm 4
Dec 26, 2023Renda Rudolph V.CO-COO AND EVPBuy4,459$5.20$23.2KForm 4
Dec 26, 2023Renda Frankie S.PRESIDENT AND CEOBuy4,459$5.20$23.2KForm 4
Dec 22, 2023Renda Frankie S.PRESIDENT AND CEOBuy6,777$5.19$35.2KForm 4
Dec 21, 2023Ramirez Mario EnriqueDirectorBuy1,000$5.13$5.1KForm 4
Dec 21, 2023Renda Rudolph V.CO-COO AND EVPBuy2,763$5.06$14.0KForm 4
Dec 21, 2023Renda Frankie S.PRESIDENT AND CEOBuy3,388$5.06$17.1KForm 4
Dec 20, 2023Renda Rudolph V.CO-COO AND EVPBuy6,777$4.96$33.6KForm 4
Dec 19, 2023Renda Rudolph V.CO-COO AND EVPBuy955$4.98$4.8KForm 4
Dec 18, 2023Renda Rudolph V.CO-COO AND EVPBuy6,777$5.15$34.9KForm 4
Dec 15, 2023Renda Rudolph V.CO-COO AND EVPBuy3,000$5.00$15.0KForm 4
Dec 13, 2023Renda Rudolph V.CO-COO AND EVPBuy1,800$5.04$9.1KForm 4
Dec 13, 2023Renda Frankie S.PRESIDENT AND CEOBuy1,928$5.04$9.7KForm 4
Dec 12, 2023Renda Frankie S.PRESIDENT AND CEOBuy925$5.10$4.7KForm 4
Dec 11, 2023Renda Frankie S.PRESIDENT AND CEOBuy1,700$5.05$8.6KForm 4
Dec 8, 2023Renda Frankie S.PRESIDENT AND CEOBuy4,890$5.12$25.0KForm 4
Dec 7, 2023Renda Frankie S.PRESIDENT AND CEOBuy4,890$5.35$26.2KForm 4

All 125 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Frank S. Renda$750.0K$1.7M51
2025Tim Winn$500.0K$1.1M51
2025Rudy V. Renda$500.0K$1.1M51
2025Keith Bassano$325.6K$920.7K51
2025Cody Gallarda$152.0K$213.0K51
2024President and Chief Executive Officer$700.0K$2.6M51
2024Co-Chief Operating Officer Executive VicePresident$500.0K$1.4M51
2024Co-Chief Operating Officer and Executive Vice President$500.0K$1.2M51
2024Chief Financial OfficerExecutive Vice President and Treasurer$432.5K$1.1M51

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Dec 27, 2024Raised $20 million in a private offering of equity Form D: 3 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 60. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Gendell Jeffrey L2,322,648$1.5M0.0%+42,391
Palogic Value Management, L.P.682,151$498.9K0.2%+290
Raymond James Financial Inc681,730$452.5K0.0%No change
Vanguard Capital Management LLC569,307$378.0K0.0%No change
Verus Capital Partners, LLC335,161$222.5K0.0%−146,906
Advisory Services Network, LLC242,770$161.1K0.0%−2,600
Focus Partners Wealth184,658$122.6K0.0%+331
Aqr Capital Management LLC179,451$119.1K0.0%+106,947
Jane Street Group, LLC153,562$101.9K0.0%New
Geode Capital Management, LLC136,953$90.9K0.0%−203,832
National Bank Of Canada /fi/120,000$79.7K0.0%No change
Goldman Sachs Group Inc108,305$71.9K0.0%+43,500
Bridgeway Capital Management, LLC97,100$64.4K0.0%No change
Tyche Wealth Partners LLC80,598$53.5K0.0%−10,000
Millennium Management LLC74,680$49.6K0.0%New
Vanguard Fiduciary Trust Co72,732$48.3K0.0%−4,906
Charles Schwab Investment Management Inc70,907$47.1K0.0%−32,395
BlackRock, Inc.68,836$45.7K0.0%−396,178
XTX Topco Ltd60,409$40.1K0.0%+29,284
Jpmorgan Chase & Co49,841$36.5K0.0%+20,543
Qube Research & Technologies Ltd42,423$28.2K0.0%New
Navis Wealth Advisors, LLC35,087$23.3K0.0%No change
Morgan Stanley28,105$18.7K0.0%−66,517
Northern Trust Corp25,554$17.0K0.0%−63,655
Ieq Capital, LLC19,732$13.1K0.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Southland Holdings, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARSouthland Holdings, Inc.1
  • CIK0001883814
  • Employer ID (EIN)87-17839104
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)1600 Heavy Construction Other Than Bldg Const - Contractors1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address1100 Kubota Drive, Grapevine, TX 760511
  • Phone(817) 293-42631
  • Shares outstanding54,435,257 as of Aug 4, 20269
  • Public float$60.1M as of Jun 30, 20254
  • AuditorGRANT THORNTON LLP, Dallas, Texas PCAOB ID 248; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceSep 20, 20211
  • Filings327 in all: 4 (119), 8-K (63), 3 (19), 425 (18), 10-Q (15), CORRESP (14), UPLOAD (9), 424B3 (8)1
    All 37 form types

    EFFECT (6), S-4/A (6), 10-K (5), SCHEDULE 13D/A (4), ARS (3), DEF 14A (3), DEFA14A (3), SC 13D (3), 424B4 (2), 8-A12B (2), CERT (2), POS AM (2), S-1 (2), S-3 (2), SC 13G (2), SC 13G/A (2), 25 (1), 25-NSE (1), 4/A (1), 8-K/A (1), D (1), DRS (1), PRE 14A (1), S-1/A (1), S-1MEF (1), S-3/A (1), S-4 (1), S-8 (1), SC 13D/A (1)

  • Latest filingsAnnual report (10-K) Mar 26, 2026
    Quarterly report (10-Q) Aug 12, 2026
    Proxy statement (DEF 14A) Apr 23, 2026
    Latest 8-K (8-K) Oct 6, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, par value $0.0001 per shareSLNDNYSE American LLC
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per shareSLND WSNYSE American LLC

From the cover page of the 10-K filed Mar 26, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Southland Holdings, Inc. names in Item 1A of its 10-K filed Mar 26, 2026: 64 risks under these headings, as written.4

  • We are providing the following summary of the risk factors disclosed in this Annual Report to enhance the readability and accessibility of our risk factor disclosures. We encourage our stockholders to carefully review the risk factors disclosed in this Annual Report in their entirety for additional information regarding the material factors that make an investment in our securities speculative or risky.
  • Risks Related to Our Business and Industry
  • Risks Related to our Securities
  • Risks Relating to Southland’s Business and Industry
  • We may lose business to competitors through competitive bidding processes.
  • Our Backlog is subject to unexpected adjustments and cancellations.
  • The loss of one or more customers could have an adverse effect on us.
  • We are subject to risks related to government contracts and related procurement regulations.
  • The timing of new contract delays, cancellations and termination of existing contracts may result in unpredictable fluctuations in our business.
  • We are vulnerable to the cyclical nature of the markets we serve.
  • Demand for our services may increase or decrease during economic recessions or volatile economic cycles, and a reduction in demand in end markets may adversely affect our business.
  • Adverse credit and financial market conditions could impair our, our customers’ and our partners’ borrowing capacity, which could negatively affect us.
The other 55 risks
  • The nature of our contracts subjects us to risks associated with delays and cost overruns, which may not be recoverable and may result in reduced profits or losses that could have a material impact on us.
  • If we are unable to accurately estimate contract risks, revenue or costs, economic factors such as inflation and tariffs, the timing of new awards or the pace of project execution, we may incur a loss or achieve lower than anticipated profit.
  • We may incur higher costs to lease, acquire and maintain equipment necessary for our operations.
  • We use certain commodity products that are subject to significant price fluctuations.
  • Supply chain interruptions, including availability of materials, products or equipment, may have a negative impact on our ability to complete projects.
  • Some of our contracts have penalties for late completion.
  • Weather can significantly affect our revenue and profitability.
  • Climate change and related environmental issues could have a material adverse impact on us.
  • If we are unable to attract and retain qualified managers and skilled employees, our operating costs may increase.
  • We depend on key personnel and we may not be able to operate and grow our business effectively if we lose the services of any of our key persons or are unable to attract qualified and skilled personnel in the future.
  • Our employees work on projects that are inherently dangerous and in locations where there are high security risks, and a failure to maintain a safe work site could result in significant losses.
  • We may incur liabilities or suffer negative financial or reputational impacts relating to health and safety matters.
  • We are dependent upon suppliers and subcontractors to complete many of our contracts.
  • Our participation in joint ventures exposes us to liability and/or harm to our reputation for failures by our partners.
  • Employee, agent or partner misconduct or our overall failure to comply with laws or regulations could impair our ability to compete for contracts.
  • Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.
  • We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws.
  • During the ordinary course of our business, we may become subject to material lawsuits or indemnity claims.
  • Systems and information technology interruption and breaches in data security and/or privacy could adversely impact our ability to operate and negatively impact our results of operations.
  • Our inability to recover on contract modifications against project owners or subcontractors for payment or performance could negatively affect our financial condition, results of operations and cash flows.
  • Our failure to adequately recover on affirmative claims brought by us against project owners or other project participants for additional contract costs could have a negative impact on our liquidity and future operations.
  • We are involved in various lawsuits which, if determined unfavorable to us, could adversely affect our financial results and/or cash flows, harm our reputation and/or preclude us from bidding on future projects. We also may invest significant working capital on projects while legal proceedings are being settled.
  • We may experience delays and defaults in customer payments, and we may pay our suppliers and subcontractors before receiving payment from our customers for the related services, which could result in a material adverse effect on our business.
  • Public health crises, such as the COVID-19 pandemic, have adversely impacted, and could in the future adversely impact, our business, financial condition and results of operations.
  • In connection with acquisitions or divestitures, we may become subject to liabilities.
  • If we fail to integrate acquisitions successfully, we may experience operational challenges and risks, which may have an adverse effect on our business.
  • Our financial results are based upon estimates and assumptions that may differ from actual results.
  • Our reported results of operations could be adversely affected as a result of impairments of goodwill, other identifiable intangible assets or investments.
  • Our accounting for revenue recognized over time could result in a reduction or elimination of previously reported revenue and profit.
  • Our indebtedness could lead to adverse consequences or adversely affect our financial position and prevent us from fulfilling our obligations under such indebtedness, and any refinancing of this debt could be at significantly higher interest rates.
  • Our bonding requirements may limit our ability to incur indebtedness, which could limit our ability to refinance our existing credit facilities or to execute our business plan.
  • We may be unable to win new contracts if we cannot provide customers with letters of credit or performance or other bonds.
  • It can be difficult and expensive to obtain the insurance we need for our business operations.
  • We have international operations that are subject to foreign economic and political uncertainties and risks. Unexpected and adverse changes in the foreign countries in which we operate could result in project disruptions, increased cost and potential losses.
  • Foreign currency risks could have an adverse impact on revenue, earnings and/or Backlog.
  • We could be adversely impacted if we fail to comply with domestic and international import and export laws.
  • Compliance with and changes in tax laws could adversely affect our performance.
  • Bank failures or intervention by banking regulators may have an adverse impact on our business.
  • Delaware law and our charter documents may impede or discourage a takeover or change in control.
  • Risks Relating to Our Securities
  • We are an “emerging growth company” and it cannot be ascertained whether the reduced disclosure requirements applicable to emerging growth companies will make our Common Stock less attractive to investors.
  • An established market for our securities may not be sustained.
  • NYSE American may delist Southland’s securities from trading on its exchange, which could limit investors’ ability to make transactions in its securities and subject Southland to additional trading restrictions.
  • The price of our securities may change significantly, and you could lose all or part of your investment as a result.
  • Future sales, or the perception of future sales, by the Company or our stockholders in the public market could cause the market price of our securities to decline.
  • If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, the price and trading volume of our securities could decline.
  • Our actual operating and financial results in any given period may differ from guidance we provide to the public, including our most recent public guidance.
  • We do not intend to pay dividends for the foreseeable future. As a result, you will be relying solely on the appreciation in value of our securities to achieve a return on your investment.
  • We are a “controlled company” that could take advantage of exemptions to certain corporate governance requirements under NYSE American rules in the future.
  • The Warrants may never be in the money, and may expire worthless.
  • If we do not maintain a current and effective prospectus relating to the Common Stock issuable upon exercise of the Warrants, holders will only be able to exercise such Warrants on a “cashless basis.”
  • An investor will only be able to exercise a Warrant if the issuance of shares of Common Stock upon such exercise has been registered or qualified or is deemed exempt under the securities laws of the state of residence of the holder of the Warrants.
  • We may amend the terms of the Warrants in a manner that may be adverse to holders with the approval by the holders of at least a majority of the then outstanding Warrants.
  • We may redeem unexpired Warrants prior to their exercise at a time that is disadvantageous to the holders, thereby making the Warrants worthless.
  • Our management’s ability to require holders of our Warrants to exercise such Warrants on a cashless basis will cause holders to receive fewer shares of common stock upon their exercise of the warrants than they would have received had they been able to exercise their warrants for cash.
  • We may issue additional equity securities and any such issuance may dilute earnings per share and stockholders’ percentage ownership.

Legal proceedings

Legal proceedings are discussed in Note 17 of the Notes to Consolidated Financial Statements and are incorporated herein by reference.

The opening of Item 3, Legal Proceedings.4

Sources

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