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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 3, 2026 (February 25, 2026)
TARGET HOSPITALITY CORP.
(Exact name of registrant as specified in
its charter)
| Delaware |
|
001-38343 |
|
98-1378631 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
9320 Lakeside Blvd., Suite 300
The
Woodlands, TX 77381
(Address, including zip code, of principal
executive offices)
(832) 709-2563
(Registrant’s telephone number, including
area code)
(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 (see General Instruction A.2. below):
| |
¨ |
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 |
|
The Nasdaq
Capital Market LLC |
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. |
Form Equity Award Agreements
On February 25, 2026, the Compensation Committee
(the “Compensation Committee”) of the Board of Directors (“Board”) of the Company adopted a
new form Executive Restricted Stock Unit Agreement (the “RSU Agreement”) and a new form Executive Performance Stock
Unit Agreement (the “PSU Agreement”) with respect to the granting of restricted stock units (“RSUs”)
and performance-based restricted stock units (“PSUs”), respectively, under the Target Hospitality Corp. 2019 Incentive
Plan, as amended (the “Plan”), each of which were approved by the Board on February 25, 2026. The new RSU Agreement
and PSU Agreement will be used for all awards to executive officers made on or after February 25, 2026.
The RSU Agreement has material terms that are substantially
similar to those in the form Executive Restricted Stock Unit Agreement last approved by the Compensation Committee and previously disclosed
by the Company and filed as Exhibit 10.3 to its Current Report on Form 8-K filed on February 28, 2025.
The PSU Agreement has material terms that are substantially
similar to those in the form Executive Performance Stock Unit Agreement last approved by the Compensation Committee and previously disclosed
by the Company and filed as Exhibit 10.4 to its Current Report on Form 8-K filed on February 28, 2025, provided that the
number of PSUs that vest pursuant to the PSU Agreement is based in equal parts on the Company’s Total Shareholder Return (the “TSR
Based Award”) performance and the Company’s Adjusted EBITDA (as defined in the PSU Agreement) (the “Adjusted
EBITDA Based Award”), each measured based on the applicable performance period specified in the PSU Agreement (the “Performance
Period”). The number of PSUs that vest pursuant to the TSR Based Award range from 0% to 200% of the Target Level (as defined
in the PSU Agreement) depending upon the achievement of a specified percentile rank during the Performance Period. The number of PSUs
that vest pursuant to the Adjusted EBITDA Based Award range from 0% to 200% of the Target Level (as defined in the PSU Agreement) depending
upon the Company’s Adjusted EBITDA (as defined in the PSU Agreement) during the Performance Period.
The foregoing descriptions of the RSU Agreement
and the PSU Agreement are qualified in their entirety by reference to the full text of the RSU Agreement and the PSU Agreement, copies
of which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by
reference.
Stock-Based Executive Performance Stock Unit Agreements with Mr. Schrenk,
Mr. Dowhaniuk and Ms. Lewis
On February 25, 2026, the Compensation Committee
approved the grant of PSUs under the Plan to the named executive officers set forth below in order to motivate, incentivize and retain
them.
| Name | |
Title | |
PSUs | |
| Troy Schrenk | |
Executive Vice President Operations and Chief Commercial Officer | |
| 400,000 | |
| Brendan Dowhaniuk | |
Executive Vice President, Strategy & Corporate Development | |
| 300,000 | |
| Heidi Lewis | |
Executive Vice President, General Counsel and Secretary | |
| 175,000 | |
Each of Mr. Schrenk, Mr. Dowhaniuk and
Ms. Lewis’s PSU Agreements have material terms that are substantially similar to those in the 2025 Executive Performance Stock
Unit Agreements with each of Brad Archer and Jason Vlacich approved by the Compensation Committee and previously disclosed by the Company
and filed as Exhibits 10.5 and 10.6 to its Current Report on Form 8-K filed on February 28, 2025.
The foregoing descriptions of the PSU awards granted
to Mr. Schrenk, Mr. Dowhaniuk and Ms. Lewis are qualified in their entirety by reference to the full text of the form of
agreement for the PSU awards, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.3 and is incorporated
herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Exhibit Description |
| 10.1 |
|
Form of 2026 Executive Restricted Stock Unit Agreement |
| |
|
|
| 10.2 |
|
Form of 2026 Executive Performance Stock Unit Agreement |
| |
|
|
| 10.3 |
|
Form of Stock-Based 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 3, 2026 |
|
Name: Heidi D. Lewis |
| |
|
Title: Executive Vice President, General Counsel and Secretary |
