[Form 4] Target Hospitality Corp. Insider Trading Activity

Rhea-AI Filing Summary

Verint Systems Inc. (VRNT) has filed a Form S-8 with the SEC to register 6,561,000 additional shares of common stock (par $0.001) for issuance under its 2023 Long-Term Stock Incentive Plan, as amended. The filing enables the company to continue granting equity-based awards to employees, officers and directors.

The company is classified as a large accelerated filer and is incorporated in Delaware with principal offices in Melville, NY. Jones Day provided the legal opinion (Exhibit 5.1), and Deloitte & Touche LLP furnished the auditor consent (Exhibit 23.1).

Key procedural items include:

• Automatic incorporation by reference of the company’s most recent Annual Report (FY ended Jan 31 2025), Quarterly Report (Q1 FY 2026), Proxy Statement and specified 8-K filings.
• Standard DGCL-based indemnification provisions for directors and officers.
• A commitment to file post-effective amendments as required under the Securities Act.

The registration statement lists 19 exhibits, covering charter documents, the incentive plan, its June 20 2025 amendment, consents and powers of attorney. Signatures include CEO Dan Bodner and CFO Grant Highlander, with a power of attorney authorizing further amendments.

Investment takeaway: The S-8 does not alter current operations or report financial results, but it authorizes future equity issuances that could dilute existing shareholders once awards vest or are exercised. Conversely, continued equity incentives may support talent retention and align employee interests with those of shareholders.

Positive

• Adds 6.561 million shares to the 2023 Long-Term Stock Incentive Plan, enhancing the company’s ability to recruit and retain key talent through equity awards.
• Comprehensive incorporation by reference streamlines disclosure and maintains regulatory compliance without duplicative filings.

Negative

• Potential dilution to existing shareholders if the full 6.561 million shares are issued and vested under the plan.
• No immediate financial metrics or proceeds are associated with the registration, offering no direct benefit to cash flow or earnings.

Insights

Equity Research Analyst

TL;DR – Routine S-8 adds 6.56 M shares; limited immediate impact, modest future dilution risk.

The filing is administrative, expanding the 2023 LTIP share pool by roughly 6.6 million shares. No proceeds accrue to Verint, so there is no cash flow effect. Dilution magnitude depends on actual grant-and-vest schedules; absent context on shares outstanding, materiality cannot be precisely gauged from this document alone. Still, investors should factor potential dilution when modelling EPS. Because equity incentives are common for software companies, I view the news as neutral to share value today, with a modestly negative bias if issuance approaches the full registered amount.

Compensation & Governance Specialist

TL;DR – Expanded share pool supports retention and alignment, governance framework intact.

Refreshing the LTIP increases Verint’s capacity to deliver stock-based pay, critical in competitive tech labor markets. The filing references robust indemnification and prior charter documents, indicating no governance red flags. From a human-capital perspective, the move is positive for talent strategy. Nevertheless, the board should monitor burn rate to maintain best-practice thresholds and mitigate shareholder dilution concerns.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Vlacich Jason Paul

(Last) (First) (Middle)

9320 LAKESIDE BLVD., STE 300

(Street)

THE WOODLANDS TX 77381

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Target Hospitality Corp. [ TH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO & CAO

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share	06/30/2025		M		37,500	A	(1)	129,902	D
Common Stock, par value $0.0001 per share	06/30/2025		F		9,131	D	$7.12	120,771	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Based Restricted Stock Units	(1)	06/30/2025		M			37,500(2)	(3)	(3)	Common Stock	37,500	$0	37,500	D
Performance Based Restricted Stock Units	(1)	06/30/2025		D			37,500(2)	(3)	(3)	Common Stock	37,500	$0	0	D

Explanation of Responses:

1. Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive upon vesting one share of common stock of the Issuer, par value $0.0001 per share ("Common Stock"), or its cash equivalent.

2. On July 12, 2022, the Reporting Person was granted a maximum number of 75,000 PSUs pursuant to a Performance-Based Restricted Stock Unit Agreement, by and between the Reporting Person and the Issuer, dated as of July 12, 2022 (the "PSU Agreement"). The actual number of PSUs that vested and became unrestricted was based on criteria described in footnote 3 to this Form 4, subject to the terms and conditions of the previously disclosed Target Hospitality Corp. 2019 Incentive Award Plan, as amended (the "Plan"), and the PSU Agreement.

3. The cumulative number of PSUs reported herein vested and became unrestricted on June 30, 2025 based on the Issuer's Common Stock achieving certain volume weighted average prices during any 60 consecutive calendar day period (the "Measurement Periods"). The number of PSUs earned are cumulative and based on the achievement of agreed Common Stock price targets ranging from $12.50 to $20.00 during each annual Measurement Period pursuant to the PSU Agreement and subject to the terms and conditions of the Plan.

	/s/ Heidi D. Lewis, as Attorney in Fact on behalf of Jason Vlacich	07/02/2025
	** Signature of Reporting Person	Date
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FAQ

Why did Verint Systems (VRNT) file a Form S-8 on July 2 2025?

To register 6,561,000 additional common shares for issuance under its 2023 Long-Term Stock Incentive Plan.

Will the S-8 filing raise new capital for VRNT?

No. Form S-8 registrations do not generate proceeds; shares are issued to employees as compensation.

How could the S-8 affect existing VRNT shareholders?

Future issuance of the registered shares may dilute existing ownership when awards vest or options are exercised.

Which documents are incorporated by reference in this S-8?

The latest Annual Report (FY ended Jan 31 2025), Quarterly Report (Q1 FY 2026), Proxy Statement, recent Form 8-Ks and the description of common stock.

Who provided the legal and auditor consents for the filing?

Jones Day issued the legal opinion (Exhibit 5.1), and Deloitte & Touche LLP provided the auditor consent (Exhibit 23.1).

Is Verint Systems considered a large accelerated filer?

Yes. The filing lists the company as a large accelerated filer.