Sec Form 4 Filing - Renda Rudolph V. @ Southland Holdings, Inc. - 2024-03-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Renda Rudolph V. 2. Issuer Name and Ticker or Trading Symbol Southland Holdings, Inc. [ SLND] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CO-COO AND EVP (Last) (First) (Middle) 1100 KUBOTA DR. 3. Date of Earliest Transaction (MM/DD/YY) 03/25/2024 (Street) GRAPEVINE, TX76051 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/25/2024 A 15,767 ( 1 ) A $ 0 3,877,704 D Common Stock 03/25/2024 F 370 ( 2 ) D $ 5.15 ( 3 ) 3,877,334 D Common Stock 1,560,155 I By Rudolph V. Renda, Jr., 2015 Irrevocable Trust ( 4 ) ( 5 ) Common Stock 69,446 I By Christy Lee Renda 2015 Irrevocable Trust ( 5 ) ( 6 ) Common Stock 744,829 I By Angelo Joseph Renda Trust ( 5 ) ( 7 ) Common Stock 744,829 I By Lola Sofia Renda Trust ( 5 ) ( 8 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Renda Rudolph V. 1100 KUBOTA DR. GRAPEVINE, TX76051 X CO-COO AND EVP Signatures /s/ Rudolph V. Renda 03/27/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock issued to the reporting person pursuant to the Company's 2022 Equity Incentive Plan. ( 2 )Represents shares withheld to satisfy tax withholding obligations in connection with shares of common stock issued to the reporting person. ( 3 )Reflects the closing trading price of the Issuer's common stock on March 25, 2024. ( 4 )These shares are held directly by the Rudolph V. Renda, Jr., 2015 Irrevocable Trust ("Trust A"), a family trust established for the benefit of the immediate family of the reporting person. The reporting person is the sole trustee of Trust A. ( 5 )For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting person disclaims beneficial ownership of any such securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise. ( 6 )These shares are held directly by the Christy Lee Renda 2015 Irrevocable Trust ("Trust B"), a family trust established for the benefit of the immediate family of the reporting person. The reporting person is the sole trustee of Trust B. ( 7 )These shares are held directly by the Angelo Joseph Renda Trust ("Trust C"), a family trust established for the benefit of a child of the reporting person. The reporting person is the sole trustee of Trust C. ( 8 )These shares are held directly by the Lola Sofia Renda Trust ("Trust D"), a family trust established for the benefit of a child of the reporting person. The reporting person is the sole trustee of Trust D.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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