SCHEDULE: Tim Winn Reduces Southland Holdings Stake Below 5%

Walter Timothy "Tim" Winn has reduced his beneficial ownership in Southland Holdings, Inc. to 3.5% after relinquishing control over shares held in children's trusts.

Summary

• Walter Timothy "Tim" Winn's beneficial ownership in Southland Holdings, Inc. has decreased to 1,921,544 shares, representing 3.5% of the outstanding Common Stock.
• The change is primarily due to Winn relinquishing his Right of Substitution and resigning as trustee for irrevocable trusts established for the benefit of his children (the "Children Trusts") effective June 3, 2024.
• Previously, Amendment No. 1 incorrectly reported that Winn beneficially owned 1,675,863 shares held in these Children Trusts.
• As a result of these actions, Winn no longer beneficially owns any shares held in the Children Trusts.
• Winn ceased to be a beneficial owner of more than five percent of the Company's Common Stock on June 3, 2024.
• The percentage of class is based on 54,113,036 shares of Common Stock outstanding as of November 3, 2025, as reported in the Company's Form 10-Q.

Sentiment

Score: 4

Explanation: The reduction in reported beneficial ownership by a significant insider, even if a clarification of control rather than a direct sale, can be perceived as a slightly negative signal by the market. However, the core personal holding remains stable.

Negatives

• A reduction in reported insider beneficial ownership, even if due to a change in control over trusts rather than direct sales, can sometimes be perceived negatively by the market as a decrease in insider alignment or conviction.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This filing primarily concerns a change in beneficial ownership by an individual insider and does not provide broader industry context or trends.

Related Party Transactions

• Walter Timothy "Tim" Winn relinquished his Right of Substitution and resigned as trustee of irrevocable Children Trusts, thereby removing his beneficial ownership over shares previously associated with these related party entities.

Stakeholder Impact

• Shareholders may interpret the reduction in reported insider beneficial ownership as a potential signal, though the filing clarifies it's a change in control over trusts rather than a direct divestment of personal shares.

Key Dates

Recommendation

The filing details a change in the reporting person's beneficial ownership due to relinquishing control over shares held in trusts, rather than an active sale of personally held shares. While a reduction in reported insider stake can sometimes be viewed negatively, the underlying personal shareholding remains consistent. This event primarily clarifies the ownership structure rather than indicating a fundamental shift in the company's prospects or the insider's direct investment conviction. Therefore, a 'hold' recommendation is appropriate as this filing alone does not provide sufficient new information to warrant a change in investment thesis, but it is a notable insider action.

Keywords

Southland Holdings, Walter Timothy Winn, Schedule 13D, beneficial ownership, insider stake, common stock, trusts