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2026-04-21
2026-04-21
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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): April 21, 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)
(800) 832-4242
(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 2.02. Results of Operations and Financial Condition.
Public Offering
On April 21, 2026, Target Hospitality Corp.
(the “Company”) filed a preliminary prospectus supplement (the “Preliminary Prospectus Supplement”) to its shelf
registration statement on Form S-3 (File No. 333-230795) pursuant to Rule 424(b)(7) under the Securities Act of 1933,
as amended (the “Securities Act”), relating to an underwritten public offering of the Company’s common stock
by certain of its stockholders. The Preliminary Prospectus Supplement contains certain preliminary unaudited estimated financial results
for the three-month period ended March 31, 2026, as set forth below. Such preliminary results are furnished under the heading “Summary—Recent Developments—Preliminary
Unaudited Estimated Financial Results for the Three-Month Period Ended March 31, 2026” in the Preliminary Prospectus Supplement.
Preliminary Unaudited Estimated Financial Results for the Three-Month
Period Ended March 31, 2026
Set forth below are the preliminary unaudited estimates
of certain financial information for the three-month period ended March 31, 2026, and actual unaudited financial information for
the three-month period ended March 31, 2025. The Company’s financial results for the three-month period ended March 31,
2026 will not be available until after the completion of the offering described in the Preliminary Prospectus Supplement. Accordingly,
the Company’s preliminary unaudited estimated financial results for the three-month period ended March 31, 2026 below are based
solely on information available to the Company as of the date of the Preliminary Prospectus Supplement, and the Company undertakes no
obligation to update this information, except as may be required by law. Actual results remain subject to the completion of management’s
review and the Company’s other financial closing procedures, as well as the completion of the preparation of the Company’s
interim unaudited consolidated financial statements for the three-month period ended March 31, 2026. Accordingly, you should not
place undue reliance on this preliminary data. As a result, the Company has provided ranges, rather than specific amounts, for the estimated
financial results below. The Company’s actual results may vary materially from the estimated preliminary results included below.
These preliminary results should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and the consolidated financial statements and related notes thereto included in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2025. The preliminary financial data included in the Preliminary Prospectus
Supplement has been prepared by and is the responsibility of the Company’s management. The Company’s independent accountants,
Ernst & Young LLP, have not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary financial
results. Accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto.
The following tables provide detail on the Company’s preliminary
unaudited estimated financial results as of and for the three-month period ended March 31, 2026 and actual unaudited financial results
for the three-month period ended March 31, 2025, and reconcile EBITDA and Adjusted EBITDA to net income (loss), the most directly
comparable GAAP financial measure.
| |
|
For the period ended |
|
| |
|
March 31, 2026 |
|
|
|
March 31, 2025 |
|
| |
|
($ in thousands) |
|
| |
|
(unaudited) |
|
| |
|
Estimated |
|
|
Actual |
|
| |
|
Low |
|
|
High |
|
|
|
|
|
| Total revenue |
|
$ |
70,500 |
|
|
$ |
72,500 |
|
|
$ |
69,897 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
$ |
(14,693 |
) |
|
$ |
(14,093 |
) |
|
$ |
(6,459 |
) |
| Income tax expense (benefit) |
|
|
(2,463 |
) |
|
|
(2,063 |
) |
|
|
(1,316 |
) |
| Interest expense, net |
|
|
892 |
|
|
|
892 |
|
|
|
4,329 |
|
| Loss on extinguishment of debt |
|
|
- |
|
|
|
- |
|
|
|
2,370 |
|
| Other depreciation and amortization |
|
|
4,021 |
|
|
|
4,021 |
|
|
|
3,973 |
|
| Depreciation of specialty rental assets |
|
|
15,575 |
|
|
|
15,575 |
|
|
|
13,672 |
|
| EBITDA |
|
|
3,332 |
|
|
|
4,332 |
|
|
|
16,569 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
| Other expense (income), net(1) |
|
|
2,628 |
|
|
|
2,628 |
|
|
|
262 |
|
| Transaction expenses |
|
|
332 |
|
|
|
332 |
|
|
|
2,830 |
|
| Stock-based compensation |
|
|
1,658 |
|
|
|
1,658 |
|
|
|
1,716 |
|
| Other adjustments |
|
|
50 |
|
|
|
50 |
|
|
|
194 |
|
| Adjusted EBITDA |
|
$ |
8,000 |
|
|
$ |
9,000 |
|
|
$ |
21,571 |
|
| (1) | Other expense (income), net amounts for the three months ended March 31, 2026 are primarily related
to loss on disposal of assets and pre-opening costs for ramp up of new communities driven by growth in the Workforce Hospitality
Solutions segment. |
Pursuant to General Instruction B.2 of Form 8-K, the information
contained in this Item 2.02 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in
such a filing.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Target Hospitality Corp. |
| |
|
| Date: April 21, 2026 |
By: |
/s/ Heidi D. Lewis |
| |
Name: |
Heidi D. Lewis |
| |
Title: |
Executive Vice President, General Counsel and Secretary |
