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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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 17, 2025, Southland Holdings, Inc. (the “Company”) appointed Nick Campbell as the Chief Transformation Officer (“CTO”) pursuant to an engagement letter with Meru, LLC (“Meru”) dated as of December 17, 2025. In his capacity as CTO and in accordance with such engagement letter, Mr. Campbell will provide strategic guidance on the Company’s review of financial and operational alternatives to improve the Company’s financial position and create long-term value for its stakeholders, while ensuring alignment with the strategic objectives of the Board of Directors of the Company. In providing guidance to the Company, Mr. Campbell will advise on material and non-ordinary course asset sales, executive compensation matters, and strategic or financial alternatives. In addition, in conjunction with Meru, Mr. Campbell will assist with cash management strategies.
Mr. Campbell has served as a founder and Managing Partner of Meru since it was formed in January 2017 and specializes in assisting companies across a variety of industries in identifying and addressing operational, organizational and financial matters. Although Mr. Campbell will not receive any compensation directly from the Company, pursuant to such engagement letter, the Company will pay Meru an hourly rate and a mutually agreed upon incentive compensation fee.
There are no family relationships between Mr. Campbell and any director or executive officer of the Company. Other than Mr. Campbell’s ownership interest in Meru, with which the Company has entered into the engagement letter, Mr. Campbell has not been party to any transaction with the Company, nor is any such transaction currently proposed, that would be reportable under Item 404(a) of Regulation S-K.
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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: December 23, 2025 | SOUTHLAND HOLDINGS, INC. | ||
| By: | /s/ Frank S. Renda | ||
| Name: | Frank S. Renda | ||
| Title: | President and Chief Executive Officer | ||
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