Target Hospitality (TH) CFO nets shares after RSU vesting and tax withholding

Rhea-AI Filing Summary

Target Hospitality Corp. CFO Jason Paul Vlacich reported RSU vesting and related share settlements. On February 27 and March 1, 2026, he exercised multiple Restricted Stock Units into common stock at a price of $0.0000 per share, increasing his direct holdings.

To cover tax liabilities on these vestings, the company withheld shares of common stock at a price of $7.79 per share, which is described as the closing price on February 27, 2026. Footnotes show he continues to hold substantial unvested RSU awards that vest in four annual installments from March 1, 2024 through future anniversaries.

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

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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

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		M		13,393	A	(1)	143,589	D
Common Stock, par value $0.0001 per share	02/27/2026		F		3,261	D	$7.79(2)	140,328	D
Common Stock, par value $0.0001 per share	03/01/2026		M		9,889	A	(1)	150,217	D
Common Stock, par value $0.0001 per share	03/01/2026		F		2,407	D	$7.79(2)	147,810	D
Common Stock, par value $0.0001 per share	03/01/2026		M		1,923	A	(1)	149,733	D
Common Stock, par value $0.0001 per share	03/01/2026		F		468	D	$7.79(2)	149,265	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
Restricted Stock Units	(1)	02/27/2026		M			13,393	(3)	(3)	Common Stock	13,393	$0	117,044(3)	D
Restricted Stock Units	(1)	03/01/2026		M			9,889	(3)	(3)	Common Stock	9,889	$0	107,155(3)	D
Restricted Stock Units	(1)	03/01/2026		M			1,923	(3)	(3)	Common Stock	1,923	$0	105,232(3)	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") 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. Restricted stock units withheld for payment of tax liability upon vesting of 13,393 RSUs on February 27, 2026 and 11,812 RSUs on March 1, 2026. Stock price reflects closing stock price as of February 27, 2026, the last trading day prior to vesting.

3. Total includes unvested RSUs from the following grants: 43,353 RSUs granted on February 25, 2026 which vest in four equal annual installments on each of the first four anniversaries of the grant date beginning February 25, 2027; 53,571 RSUs granted on February 27, 2025 which vest in four annual installments on each of the first four anniversaries of the grant date beginning on February 27, 2026; 39,557 RSUs granted on February 29, 2024 which vest in four annual installments on each of the first four anniversaries of the grant date beginning on March 1, 2025; and 7,692 RSUs granted on March 1, 2023, which vest in four equal installments on each of the first four anniversaries of the grant date beginning on March 1, 2024. Awards are subject to the terms of the respective RSU award agreements and subject to the Target Hospitality Corp. 2019 Incentive Award Plan, as amended.

	/s/ Heidi D. Lewis, as Attorney in Fact on behalf of Jason Vlacich	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Target Hospitality (TH) CFO Jason Paul Vlacich report?

He reported multiple RSU exercises converting into common stock and related share withholding for taxes. These occurred on February 27 and March 1, 2026, reflecting routine settlement of equity awards rather than open-market purchases or discretionary sales.

How many Target Hospitality (TH) RSUs vested for the CFO in late February and early March 2026?

Footnotes state 13,393 RSUs vested on February 27, 2026 and 11,812 RSUs vested on March 1, 2026. Each RSU represents a contingent right to receive one share of common stock of Target Hospitality or its cash equivalent upon vesting.

At what price were Target Hospitality (TH) shares withheld for the CFO’s tax obligations?

Shares were withheld at a stock price of $7.79 per share to satisfy tax liabilities. The filing notes this reflects the closing stock price on February 27, 2026, the last trading day before the RSUs vested and were settled in common stock.

Were the Target Hospitality (TH) CFO’s dispositions open-market sales?

The dispositions are coded as “F,” indicating payment of tax liability by delivering shares. The filing describes these as stock units withheld to cover taxes on RSU vesting, not discretionary open-market sales initiated by the CFO for investment purposes.

What unvested Target Hospitality (TH) RSUs does the CFO still hold after these transactions?

Footnotes list remaining unvested RSUs from grants in 2023, 2024, 2025, and 2026. These awards vest in four equal annual installments starting on March 1, 2024, February 27, 2026, March 1, 2025, and February 25, 2027, subject to plan terms.

How are Target Hospitality (TH) RSU awards for the CFO structured over time?

Unvested RSUs are structured as four-year awards vesting in annual installments. Grants dated March 1, 2023; February 29, 2024; February 27, 2025; and February 25, 2026 each vest on the first four anniversaries of their grant dates, per award agreements.