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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): January 12, 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 January 12, 2026, the board of directors (the “Board”)
of Target Hospitality Corp. (the “Company”) appointed Cyril J. Hahamski as Chief Accounting Officer of the Company,
effective on January 12, 2026. Effective on the same day, Jason P. Vlacich, Chief Financial Officer and Chief Accounting Officer
of the Company, ceased serving as the Chief Accounting Officer but will continue to serve as the Chief Financial Officer of the Company.
Mr. Hahamski, 51, has over 25 years of experience in
financial controllership, treasury, system implementations, public accounting, and finance across multiple industries. From 2022 to
2025, Mr. Hahamski served as Vice President of Accounting and Finance at Anew Climate, LLC, a global leader in environmental
finance and a portfolio company of TPG, Inc., where he oversaw the company’s global accounting function and led
international accounting expansion, consolidation, system integration, treasury operations, and public-company readiness
initiatives. From 2019 to 2021, Mr. Hahamski was the Global Group Controller at ALS Limited, a global leader in
Testing, Inspection and Certification (TIC) industrial services, where he oversaw the implementation of a global cloud
enterprise financial platform and led the accounting, financial reporting, billing and collections, procurement, accounts payable,
payroll, employee benefits, and treasury functions. From 2009 to 2018, Mr. Hahamski was the Assistant Controller and Chief FERC
Compliance Officer and, prior to that, Division Controller, at Buckeye Partners, L.P., a public oil and gas midstream master limited
partnership, where he oversaw SEC financial reporting, management reporting and analysis, accounting, compliance with the
Sarbanes-Oxley Act of 2002, mergers and acquisitions financial due diligence and integration, several system implementations, and
compliance with the regulations of the Federal Energy Regulatory Commission (FERC). Mr. Hahamski began his career at
PricewaterhouseCoopers LLP, where he worked from 1998 to 2007, progressing from intern to manager in the Assurance and Business
Advisory Services practice. He managed integrated audits of financial statements for public and private companies, and performed
internal control attestations pursuant to Section 404 of the Sarbanes-Oxley Act. His work included SEC reporting support, technical
accounting research, and advisory services related to mergers and acquisitions. Mr. Hahamski holds an MBA degree in Corporate
Accounting and Finance from the University of Rochester Simon School of Business, a Bachelor of Business Administration (BBA) in
Accounting and Finance from Angelo State University, and a Certified Public Accountant (CPA) designation.
In connection with his appointment, Mr. Hahamski entered into
an employment agreement with the Company, dated January 12, 2026 (the “Hahamski Agreement”), as approved by the
Board and the Compensation Committee of the Board (the “Compensation Committee”) on January 12, 2026. The Hahamski
Agreement provides for an initial employment term from January 12, 2026 through December 31, 2027, with automatic successive
one-year extensions after the end of the initial term, unless either party provides a non-renewal notice to the other party at least
120 days prior to the expiration of the applicable term. The Hahamski Agreement provides for an annual base salary of $300,000, which
Mr. Hahamski may elect to receive in whole in the form of restricted stock units (“RSUs”) in respect of the Company’s
common shares, with the number of RSUs determined by dividing Mr. Hahamski’s annual base salary by the then fair market value
per common share and with any such RSUs vesting in equal monthly installments during the calendar year for which the election is in effect.
The Hahamski Agreement also provides for an annual cash performance bonus target of 50% of annual base salary, a long term incentive
annual equity award opportunity with a target grant value of $150,000, and a one-time sign-on bonus of $75,000, to be paid in two equal
installments on the 6- and 12-month anniversaries of January 12, 2026. The Hahamski Agreement also includes a 12-month non-competition
and non-solicitation provision.
If Mr. Hahamski’s employment is terminated by the Company
other than for Cause or he resigns for Good Reason (as each term is defined in the Hahamski Agreement), Mr. Hahamski will be entitled
to receive, for the 12-month period following his separation of employment: (i) a prorated portion of his annual bonus based on
actual performance, (ii) cash severance equal to the sum of his annual base salary and his target annual bonus for the year of termination,
(iii) COBRA continuation coverage, and (iv) continued vesting of time-based equity awards. In the event of a Change in Control
(as such term is defined in the Hahamski Agreement), if Mr. Hahamski is terminated other than for Cause or he resigns for Good Reason
within 12 months following a Change in Control, he will be entitled to receive: (i) a prorated portion of his annual bonus based
on actual performance, (ii) a lump sum cash payment of 200% of his annual base salary and his target annual bonus, (iii) a
lump sum cash payment of the cost of COBRA continuation coverage for 18 months, and (iv) immediate vesting of any unvested time-based
equity awards.
The foregoing description of the Hahamski Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Hahamski Agreement, a copy of which is attached
to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
There are no family relationships between Mr. Hahamski and any
director or executive officer of the Company, and there are no transactions or proposed transactions to which the Company is a party,
or intended to be a party, in which Mr. Hahamski has, or will have, an interest that would require disclosure under Item 404(a) of
Regulation S-K.
A copy of the press release announcing Mr. Hahamski’s appointment
is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Company and Mr. Vlacich entered into an amendment to his
employment agreement on January 12, 2026 that adjusts his title to account for the removal of his role as Chief Accounting Officer.
The amendment was approved by the Board and the Compensation Committee on January 12, 2026. A copy of the amendment will be filed
with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Exhibit Description |
| 10.1 |
|
Employment Agreement
of Cyril J. Hahamski |
| 99.1 |
|
Press Release dated
January 13, 2026 |
| 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: January 13, 2026 |
|
Name: Heidi D. Lewis |
| |
|
Title: Executive Vice President, General Counsel and Secretary |
