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Target Hospitality (NASDAQ: TH) sees EBITDA fall in Q1 2026 update

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Target Hospitality Corp. furnished preliminary unaudited estimates for the three months ended March 31, 2026, in connection with a secondary public offering by certain stockholders. The company expects total revenue of $70.5–$72.5 million, compared with $69.9 million in the same period of 2025.

Despite slightly higher revenue, profitability appears weaker. Estimated net loss is $14.7–$14.1 million versus a $6.5 million net loss a year earlier. Estimated EBITDA is $3.3–$4.3 million versus $16.6 million, and estimated Adjusted EBITDA is $8–$9 million versus $21.6 million. Management stresses these figures are preliminary and unaudited and may change after closing procedures are completed.

Positive

  • None.

Negative

  • Profitability deterioration: Preliminary Q1 2026 estimates show net loss widening to $14.7–$14.1 million and Adjusted EBITDA declining to $8–$9 million from $21.6 million a year earlier, indicating a significant drop in earnings quality despite relatively stable revenue.

Insights

Preliminary Q1 2026 shows stable revenue but sharply weaker earnings quality.

Target Hospitality indicates Q1 2026 revenue of $70.5–$72.5M, only slightly above the prior-year $69.9M. However, estimated net loss widens to $14.7–$14.1M from $6.5M, signaling margin compression despite relatively flat top-line performance.

Profitability metrics show a more pronounced decline. Estimated EBITDA drops to $3.3–$4.3M from $16.6M, and Adjusted EBITDA falls to $8–$9M from $21.6M. These shifts suggest higher operating costs, mix changes, or non-recurring items affecting earnings quality, even though revenue is roughly steady.

The company emphasizes that these figures are preliminary, unaudited, and based on information available as of the prospectus date, with final results to be reported after March 31, 2026 closing procedures. Subsequent filings will clarify the specific drivers behind the weaker EBITDA and net loss.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Preliminary Q1 2026 revenue $70.5–$72.5M Estimated range for the three months ended March 31, 2026
Q1 2025 revenue $69.9M Actual unaudited revenue for the three months ended March 31, 2025
Preliminary Q1 2026 net loss $14.7–$14.1M Estimated net loss range for the three months ended March 31, 2026
Q1 2025 net loss $6.5M Actual unaudited net loss for the three months ended March 31, 2025
Preliminary Q1 2026 EBITDA $3.3–$4.3M Estimated EBITDA range for the three months ended March 31, 2026
Preliminary Q1 2026 Adjusted EBITDA $8–$9M Estimated Adjusted EBITDA range for the three months ended March 31, 2026
Q1 2025 Adjusted EBITDA $21.6M Actual unaudited Adjusted EBITDA for the three months ended March 31, 2025
Q1 2026 depreciation of specialty rental assets $15.6M Estimated depreciation for the three months ended March 31, 2026
EBITDA financial
"and reconcile EBITDA and Adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure."
EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.
Adjusted EBITDA financial
"Adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
preliminary unaudited estimated financial results financial
"The Preliminary Prospectus Supplement contains certain preliminary unaudited estimated financial results for the three-month period ended March 31, 2026"
loss on extinguishment of debt financial
"Loss on extinguishment of debt | | | - | | | | - | | | | 2,370 |"
Loss on extinguishment of debt is the accounting hit a company records when it retires or restructures a loan or bond for an amount that exceeds the debt’s recorded value—like paying more than the remaining balance to settle a loan early. It matters to investors because it reduces reported profit and can use cash, but may also cut future interest costs or signal financial stress; understanding it helps assess earnings quality and balance-sheet strength.
stock-based compensation financial
"Stock-based compensation | | | 1,658 | | | | 1,658 | | | | 1,716 |"
Stock-based compensation is when a company pays employees, directors or consultants with shares or the right to buy shares instead of or in addition to cash. It matters to investors because issuing stock or options spreads ownership thinner (like cutting a pie into more slices), which can reduce each existing share’s claim on profits and can also change reported earnings; investors watch it to assess true cost of running the business and how management is incentivized.
transaction expenses financial
"Transaction expenses | | | 332 | | | | 332 | | | | 2,830 |"
Costs directly tied to buying, selling or moving financial assets, including broker commissions, exchange and clearing fees, taxes, the bid‑ask price difference and any settlement or custody charges. These are the extra sums you pay on top of the price of a stock or bond. They matter to investors because they reduce net returns and can eat into profits—like fuel and tolls cutting into a road trip budget—so higher transaction costs can change whether a trade or strategy is worthwhile.
Revenue $70.5–$72.5M
Net loss $14.7–$14.1M
EBITDA $3.3–$4.3M
Adjusted EBITDA $8–$9M
Understanding 8-K Material Events →
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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

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What preliminary Q1 2026 revenue did Target Hospitality (TH) report?

Target Hospitality expects Q1 2026 revenue between $70.5 million and $72.5 million. This is slightly above the prior-year period’s $69.9 million, indicating relatively stable top-line performance even as profit metrics weaken significantly in the same comparison.

How did Target Hospitality’s Q1 2026 preliminary net loss compare to 2025?

The company projects a Q1 2026 net loss between $14.7 million and $14.1 million, compared with an actual net loss of $6.5 million in Q1 2025. This indicates a substantial worsening of bottom-line performance year over year.

What are Target Hospitality’s preliminary Q1 2026 EBITDA and Adjusted EBITDA?

Target Hospitality estimates Q1 2026 EBITDA of $3.3–$4.3 million and Adjusted EBITDA of $8–$9 million. In Q1 2025, EBITDA was $16.6 million and Adjusted EBITDA $21.6 million, reflecting a sharp decline in profitability metrics.

Why did Target Hospitality release preliminary financial results on April 21, 2026?

The company included preliminary Q1 2026 results in a preliminary prospectus supplement related to an underwritten public offering of common stock by certain stockholders. These estimates support investor disclosure for that transaction ahead of finalized quarterly financial statements.

Are Target Hospitality’s Q1 2026 preliminary results audited?

No. The Q1 2026 figures are preliminary, unaudited estimates prepared by management. The company states its independent accountants, Ernst & Young LLP, have not audited, reviewed, or compiled this data and provide no assurance regarding these preliminary results.

What caution does Target Hospitality give about relying on the preliminary Q1 2026 figures?

Management notes the estimates are based on information available as of the prospectus date and remain subject to review and closing procedures. The company warns that actual results may differ materially and advises against placing undue reliance on this preliminary data.

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