Target Hospitality (TH) extends 2023 PSU performance period after take-private proposal

Rhea-AI Filing Summary

Target Hospitality Corp. updated the terms of its 2023 executive performance stock units to address disruption from an unsolicited take-private proposal in 2024. The change affects certain employees, including current named executive officers.

Originally, vesting of the 2023 PSUs required continued service plus achieving a total shareholder return metric measured from January 1, 2023 through December 31, 2025, and a diversification EBITDA metric measured from March 1, 2023 through February 28, 2026. Under the amended agreement, the performance period end date for the total shareholder return metric is extended to December 31, 2026, while other material terms remain substantially similar to the prior agreement and continue under the company’s 2019 Incentive Plan.

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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 25, 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 25, 2026, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Target Hospitality Corp. (the “Company”) approved an amendment to the Executive Performance Stock Unit Agreement (the “Amended PSU Agreement”) between the Company and certain employees, including certain of the Company’s current named executive officers, pursuant to which performance stock units granted on March 1, 2023 (the “2023 PSUs”) under the Target Hospitality Corp. 2019 Incentive Plan, as amended (the “Plan”), were amended. The purpose of the Amended PSU Agreement is to preserve the original pay-for-performance intent of the 2023 PSUs and to maintain alignment with stockholder interests by taking into account the disruption caused by an unsolicited take-private proposal of the Company in 2024, which constrained management’s ability to execute against key metrics in the 2023 PSUs.

At the time of grant, vesting of the 2023 PSUs was conditioned on continued service and achievement of a total shareholder return performance metric (the “TSR Metric”) measured over the performance period January 1, 2023 and ending December 31, 2025 and a diversification EBITDA performance metric (the “Diversification EBITDA Metric”) measured over the performance period March 1, 2023 and ending February 28, 2026. The Amended PSU Agreement extends the performance period end date for the TSR Metric from December 31, 2025 to December 31, 2026. The Amended PSU Agreement constitutes a reissuance of PSUs granted under the 2023 PSU Agreement pursuant to the Amended PSU Agreement. The Amended PSU Agreement otherwise has material terms that are substantially similar to those in the 2023 PSU Agreement approved by the Compensation Committee and previously disclosed by the Company and filed as Exhibit 10.2 to its Current Report on Form 8-K filed on March 6, 2023.

The foregoing description of the Amended PSU Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Amended PSU Agreement, which will be filed as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.		Exhibit Description
10.1		Form of Amended 2023 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: January 27, 2026		Name: Heidi D. Lewis
		Title: Executive Vice President, General Counsel and Secretary

FAQ

What executive compensation change did Target Hospitality (TH) disclose in this 8-K?

Target Hospitality amended its 2023 Executive Performance Stock Unit Agreement for certain employees, including current named executive officers. The key change extends the total shareholder return performance period, while other material terms of the 2023 PSUs remain substantially similar under the 2019 Incentive Plan.

Why did Target Hospitality (TH) amend the 2023 performance stock units?

The amendment aims to preserve the original pay-for-performance intent and maintain alignment with stockholder interests. It specifically responds to disruption from an unsolicited take-private proposal in 2024, which the company states constrained management’s ability to execute against key metrics in the 2023 PSUs.

How did Target Hospitality (TH) change the total shareholder return metric period?

The performance period end date for the total shareholder return metric was extended from December 31, 2025 to December 31, 2026. The start date remains January 1, 2023, effectively lengthening the evaluation window for this performance condition under the amended agreement.

Did Target Hospitality (TH) change the diversification EBITDA performance metric timing?

No, the diversification EBITDA performance metric remains measured over the period from March 1, 2023 to February 28, 2026. The company highlights that the amended performance stock unit agreement is otherwise substantially similar to the original 2023 PSU agreement previously approved by the Compensation Committee.

Which plan governs the amended 2023 performance stock units at Target Hospitality (TH)?

The amended 2023 performance stock units are granted under Target Hospitality Corp.’s 2019 Incentive Plan, as amended. The company notes that the amended agreement constitutes a reissuance of PSUs originally granted on March 1, 2023, maintaining consistency with the existing equity incentive framework.

Who at Target Hospitality (TH) is covered by the amended 2023 PSU agreement?

The amended agreement applies to certain employees, including some of Target Hospitality’s current named executive officers. It is overseen by the Compensation Committee of the Board, which approved the changes to ensure continued alignment of executive incentives with stockholder interests after the 2024 transaction proposal.