[8-K] Target Hospitality Corp. Reports Material Event

Rhea-AI Filing Summary

Target Hospitality Corp. filed a current report describing changes to its corporate bylaws. On November 21, 2025, the Board of Directors approved the Fifth Amended and Restated Bylaws. The changes remove a prior bylaw provision, Section 7.6 on interested directors and quorum, which had been based on an earlier version of Section 144 of the Delaware General Corporation Law. The company states that the updated Section 144 of Delaware law will now apply by default. The bylaws were also updated for ministerial, clarifying, and conforming changes, which generally tidy up wording and alignment with current law.

The full text of the Fifth Amended and Restated Bylaws is provided as an exhibit to the report.

Insights

Corporate governance analyst

TH updated bylaws to align with current Delaware law on interested director transactions.

Target Hospitality Corp. reports that its Board adopted Fifth Amended and Restated Bylaws on November 21, 2025. The key change is removal of Section 7.6, which had governed transactions or contracts between the company and its directors or officers and was based on an older version of Delaware General Corporation Law Section 144.

By deleting this legacy bylaw language, the company is deferring instead to the recently amended Section 144, which will apply to the company by default. The company also notes ministerial, clarifying, and conforming edits, which typically standardize language and ensure consistency with current statutes and practice.

Because this update is framed as aligning the bylaws with current Delaware law rather than changing the company’s strategic direction or capital structure, it is best viewed as a routine governance maintenance step rather than a thesis-changing event.

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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): November 21, 2025

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 21, 2025, the Board of Directors (the “Board”) of Target Hospitality Corp. (the “Company”) approved and adopted amendments to the Company’s Bylaws (the “Fifth Amended and Restated Bylaws”) to (a) remove Section 7.6, Interested Directors; Quorum, which related to transactions or contracts between the Company and its directors or officers and was based on an earlier version of Section 144 of the Delaware General Corporation Law, and has been removed in light of recent amendments to Section 144, which will now apply to the Company by default, and to (b) incorporate ministerial, clarifying and conforming changes.

The foregoing description of the amendments to the Fifth Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Fifth Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.		Exhibit Description
3.1	​	Fifth Amended and Restated Bylaws of Target Hospitality Corp.
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: November 24, 2025		Name:	Heidi D. Lewis
		Title:	Executive Vice President, General Counsel and Secretary

FAQ

What did Target Hospitality Corp. (TH) announce in this 8-K filing?

Target Hospitality Corp. reported that its Board of Directors approved and adopted Fifth Amended and Restated Bylaws on November 21, 2025, updating certain governance provisions.

What is the main bylaw change Target Hospitality (TH) made?

The company removed Section 7.6, Interested Directors; Quorum, which addressed transactions or contracts between the company and its directors or officers and was based on an earlier version of Delaware General Corporation Law Section 144.

Why did Target Hospitality remove Section 7.6 from its bylaws?

Section 7.6 was removed in light of recent amendments to Section 144 of the Delaware General Corporation Law, which will now apply to the company by default instead of the older bylaw-based version.

Did Target Hospitality indicate other types of changes in the new bylaws?

Yes. In addition to removing Section 7.6, the company states that the Fifth Amended and Restated Bylaws include ministerial, clarifying and conforming changes.

Where can investors find the full text of Target Hospitality’s updated bylaws?

The complete text of the Fifth Amended and Restated Bylaws is filed as Exhibit 3.1 to this report and incorporated by reference.

Does this 8-K disclose any financial results or major transactions for TH?

No. This report focuses on bylaw amendments and corporate governance changes, not on financial performance or major business transactions.