Target Hospitality (NASDAQ: TH) extends performance periods on 2023 PSUs

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Target Hospitality Corp. updated the terms of its executive performance stock units and shared new investor materials. The board’s Compensation Committee approved a Second Amended 2023 Executive Performance Stock Unit Agreement, extending the Diversification EBITDA performance period end date from February 28, 2026 to February 28, 2027.

This follows an earlier change that extended the total shareholder return performance period to December 31, 2026. The company also posted an updated investor presentation on its website on March 11, 2026, which includes forward-looking statements subject to cautionary disclosures.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

03/11/2026 - 05:01 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 8, 2026

TARGET HOSPITALITY CORP.

(Exact Name of Registrant as Specified in Its Charter)

001-38343

(Commission File Number)

Delaware		98-1378631
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification No.)

9320 LAKESIDE BLVD., SUITE 300

THE WOODLANDS, Texas 77381

(Address of principal executive offices, including zip code)

(832) 709-2563

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		TH		NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 8, 2026, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Target Hospitality Corp. (the “Company”) approved an amendment to the Executive Performance Stock Unit Agreement (the “Second Amended PSU Agreement”) between the Company and certain employees, including certain of the Company’s current named executive officers, pursuant to which the terms of the performance stock units granted on March 1, 2023 (the “2023 PSUs”) under the Target Hospitality Corp. 2019 Incentive Plan, as amended (the “Plan”), were amended.

At the time of grant, vesting of the 2023 PSUs was conditioned on continued service and achievement of a total shareholder return performance metric (the “TSR Metric”) measured over the performance period beginning January 1, 2023, and ending December 31, 2025, and a diversification EBITDA performance metric (the “Diversification EBITDA Metric”) measured over the performance period beginning March 1, 2023, and ending February 28, 2026. On January 25, 2026, the Company amended the 2023 PSUs to extend the performance period end date for the TSR Metric from December 31, 2025, to December 31, 2026 (the “Amended PSU Agreement”), as previously disclosed on the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 27, 2026 (the “January 8-K”). The Compensation Committee approved the Second Amended PSU Agreement in order to extend the performance period end date for the Diversification EBITDA Metric from February 28, 2026, to February 28, 2027. The Second Amended PSU Agreement constitutes a reissuance of PSUs granted under the Amended PSU Agreement pursuant to the Second Amended PSU Agreement. The Second Amended PSU Agreement otherwise has material terms that are substantially similar to those in the Amended PSU Agreement approved by the Compensation Committee and previously disclosed by the Company and filed as Exhibit 10.1 to the January 8-K.

The foregoing description of the Second Amended PSU Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Second Amended PSU Agreement, which will be filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On March 11, 2026, the Company posted an investor presentation to its website at https://investors.targethospitality.com/presentations-and-events/presentations.

The presentation slides include statements intended as “forward-looking statements” which are subject to the cautionary statement about forward-looking statements set forth therein. The information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit Description
10.1		Form of Second Amended 2023 Executive Performance Stock Unit Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	Target Hospitality Corp.

	By:	/s/ Heidi D. Lewis
Dated: March 11, 2026		Name: Heidi D. Lewis
		Title: Executive Vice President, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What change did Target Hospitality (TH) make to its executive performance stock units?

Target Hospitality extended the performance period for a key metric in its 2023 executive performance stock units. The Diversification EBITDA performance period now ends on February 28, 2027, giving more time to measure results under the 2019 Incentive Plan, while other material terms remain substantially similar.

How were Target Hospitality’s 2023 PSUs structured before the latest amendment?

The 2023 PSUs originally vested based on continued service plus two performance metrics. Those metrics were total shareholder return from January 1, 2023 to December 31, 2025, and Diversification EBITDA from March 1, 2023 to February 28, 2026, under Target Hospitality’s 2019 Incentive Plan.

What earlier change did Target Hospitality make to the TSR metric for its PSUs?

On January 25, 2026, Target Hospitality extended the total shareholder return performance period end date from December 31, 2025 to December 31, 2026. This earlier amendment was described in a prior report and formed the basis for the now reissued Second Amended 2023 PSU Agreement.

Does the Second Amended 2023 PSU Agreement change other key terms for Target Hospitality executives?

The Second Amended 2023 PSU Agreement mainly reissues the PSUs to extend the Diversification EBITDA performance period. It states that the material terms are substantially similar to the earlier amended agreement, so the core structure of the awards for executives remains largely the same.

What new investor information did Target Hospitality (TH) release with this update?

Target Hospitality posted a new investor presentation to its website on March 11, 2026. The slides include forward-looking statements about the company, which are subject to a cautionary notice contained in the presentation and are not automatically incorporated into other securities law filings.

Where can investors find Target Hospitality’s updated executive PSU agreement?

The full form of Target Hospitality’s Second Amended 2023 Executive Performance Stock Unit Agreement will be filed as an exhibit to the same current report. That exhibit provides complete details beyond the brief description, which is expressly qualified by reference to the full text.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 67.2 KB