Southland Holdings, Inc.

As more fully described in the Notice of Internet Availability of Proxy Materials, Southland Holdings Inc., a Delaware corporation (referred to herein as “we,” “us,” “our,” “Southland” or the “Company”), on behalf of its Board of Directors (referred to herein as “Board of Directors” or “Board”), has made its proxy materials available to you on the Internet in connection with Southland’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”), which will take place virtually at http://virtualshareholdermeeting.com/SLND2025 on June 13, 2025. The Notice of Internet Availability of Proxy Materials was mailed to all Southland stockholders of record on or about April 25, 2025, and our proxy materials were posted on the website referenced in the Notice of Internet Availability of Proxy Materials and made available to stockholders on April 25, 2025. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials.

After carefully considering the format of our Annual Meeting, our Board concluded to hold the Annual Meeting exclusively online. To participate in the Annual Meeting, you must go to http://virtualshareholdermeeting.com/SLND2025 and enter the 16-digit control number included in the Notice of Internet Availability of Proxy Materials, on your proxy card, or in the instructions that accompanied your proxy materials. During the Annual Meeting, stockholders may vote their shares virtually and submit questions by following the instructions available on the meeting website. Please refer to the “Participating in the Annual Meeting” section of this Proxy Statement for more details about attending the Annual Meeting online.

Southland, on behalf of its Board of Directors, is soliciting your proxy to vote your shares at the Annual Meeting or any subsequent adjournment or postponement. We solicit proxies to give all stockholders of record an opportunity to vote on the matters listed in the accompanying notice and/or any other matters that may be presented at the Annual Meeting. The Company will bear the entire cost of the solicitation, including the preparation, assembly, printing and mailing of this Proxy Statement, the proxy card and any additional solicitation materials furnished to the stockholders. In this proxy statement you will find information on these matters, which is provided to assist you in voting your shares.

PROPOSAL 1: DECLASSIFICATION OF OUR BOARD OF DIRECTORS BY AMENDING OUR (1) SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND (2) AMENDED AND RESTATED BYLAWS

After evaluating our corporate governance practices and procedures, our Board of Directors determined that it would be advisable and in the best interests of the Company and our stockholders to declassify the Board of Directors and provide for the annual election of all directors by amending our Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws (“Proposal 1”). The Board approved the amendments to the Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws on April 24, 2025, subject to stockholder approval. Accordingly, if the Proposal 1 is approved, the terms for all directors will end at the 2026 annual meeting of stockholders, and commencing with the 2026 annual meeting of stockholders, all directors will be elected for one-year terms.

In order to declassify the Board of Directors, the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”) and Amended and Restated Bylaws must be amended. Accordingly, if Proposal 1 is approved, the Charter and the Bylaws will be amended to declassify the Board, as set forth in Appendix A-1 and Appendix A-2, respectively. If Proposal 1 is approved, then promptly following the Annual Meeting, the Company will file the amendment to the Charter with the Secretary of State of the State of Delaware which will become effective upon filing and the amendment to the Bylaws will become effective simultaneously with the amendment to the Charter.

The descriptions of the amendments to the Charter and Bylaws are qualified in their entirety by reference to the text of the proposed amendments, which are set forth in Appendix A-1 and Appendix A-2, respectively, of this Proxy Statement.

Classes of the Board

Currently, our Charter and Bylaws require that our Board be divided into three classes, designated as Class I, Class II and Class III. Each class is required to consist, as nearly equal in number as possible, of one-third of the total number of directors constituting the entire Board of Directors, with each class of directors elected to serve three-year staggered terms of office. Specifically:

For more information on the current members of our Board, see “Proposal 2: Election of Class II Directors” on page 3 of this Proxy Statement.

Rationale for Proposal 1

Our Board is committed to good corporate governance and regularly considers our corporate governance policies and procedures, including the classified board structure. The Board considered the advantages of a classified board structure, including, but not limited to, that a classified board structure may promote Board continuity, encourage a long-term perspective by management and the Board, and provide protection against certain abusive takeover tactics. The Board also considered the advantages of a declassified board structure, including, but not limited to, greater accountability from each member of the Board and a greater focus on stockholder interests. Additionally, the Board considered that stockholders of public companies are generally supportive of shifting from classified boards to the annual election of directors. After weighing these considerations, the Board determined that Proposal 1 better aligns our governance with what is considered to be governance best practices by the investor community and therefore, declassifying the Board is in the best interest of the Company and its stockholders.

Impact of Proposal 1 - Annual Elections of Directors

If Proposal 1 is approved at the Annual Meeting, the classified (three-year, staggered term) Board structure would be eliminated upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware, which we would file promptly following the Annual Meeting. As a result, if Proposal 1 is approved, the Charter and Bylaws will be amended, substantially in the form as set forth in Appendix A-1 and Appendix A-2, respectively, and each member of the Board of Directors will stand for re-election at the 2026 annual meeting of stockholders for a one-year term.

If Proposal 1 is not approved at the Annual Meeting, we will continue to have a classified Board structure, and during our 2026 annual meeting of stockholders, our stockholders will be asked to elect the director nominees to serve as Class III directors.

The Board of Directors unanimously recommends a vote FOR the declassification of our Board of Directors by amending our (1) Second Amended and Restated Certificate of Incorporation and (2) Amended and Restated Bylaws.