Target Hospitality (TH) EVP receives RSU and up to 175,000 PSU awards

Rhea-AI Filing Summary

Target Hospitality Corp. executive Heidi Diane Lewis, EVP, General Counsel & Secretary, reported new equity awards and related share movements. On February 25, 2026, she received 28,902 Restricted Stock Units (RSUs) that vest in four equal annual installments starting February 25, 2027.

She was also granted a maximum of 175,000 Performance Stock Units (PSUs), with the actual number earned ranging from 0 to 175,000 based on the company’s stock hitting volume-weighted average price targets between $20.00 and $30.00 during specified 60‑day measurement periods, with earned PSUs vesting on June 30, 2028 subject to plan terms.

On February 24, 2026, 12,458 RSUs were exercised into an equal number of common shares, and 3,033 shares of common stock were surrendered at $6.67 per share to cover tax liabilities, a tax-withholding disposition rather than an open‑market sale.

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^*

Lewis Heidi Diane

(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)
	EVP, General Counsel & Sec

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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 $0.001 per share	02/24/2026		M		12,458	A	(1)	144,200	D
Common Stock, par value $0.001 per share	02/24/2026		F		3,033	D	$6.67(2)	141,167	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)	02/25/2026		A		28,902		(3)	(3)	Common Stock	28,902	$0	94,765(4)	D
Restricted Stock Units	(1)	02/24/2026		M			12,458	(4)	(4)	Common Stock	12,458	$0	82,307(4)	D
Performance Stock Units	(1)	02/25/2026		A		175,000(5)		(6)	(6)	Common Stock	175,000	$0	175,000	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") or 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. Restricted stock units withheld for payment of tax liability upon vesting of 12,458 RSUs on February 24, 2026. Stock price reflects closing stock price as of February 24, 2026.

3. On February 25, 2026, the Reporting Person was granted 28,902 RSUs which vest in four equal annual installments on each of the first four anniversaries of the grant date beginning February 25, 2027, subject to the terms and conditions of the previously disclosed Target Hospitality Corp. 2019 Incentive Award Plan, as amended (the "Plan") and the RSU agreement entered into between the Issuer and the Reporting Person.

4. Total includes, in addition to 28,902 RSUs granted on February 25, 2026, unvested RSUs from the following grants: 35,714 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; 18,460 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 Plan.

5. On February 25, 2026, the Reporting Person was granted a maximum number of 175,000 PSUs pursuant to a PSU Agreement, by and between the Reporting Person and the Issuer, dated as of February 25, 2026 (the "PSU Agreement"). The actual number of PSUs that shall vest and become unrestricted may range from 0 to 175,000 PSUs based on criteria described in footnote 6 to this Form 4, subject to the terms and conditions of the Plan and the PSU Agreement.

6. The target number of PSUs reported herein vest upon the Issuer's Common Stock achieving certain volume weighted average prices during any 60 consecutive calendar day period (the "Measurement Periods"). The actual number of PSUs earned are cumulative and may vary according to achievement of agreed Common Stock price targets ranging from $20.00 to $30.00 during each annual Measurement Period, pursuant to the PSU Agreement and subject to the terms and conditions of the Plan. The cumulative number of PSUs earned vest and become unrestricted on June 30, 2028 or upon the occurrence of certain other events as provided in the PSU Agreement.

	/s/ Heidi D. Lewis	02/26/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did Heidi Diane Lewis report in Target Hospitality (TH) Form 4?

Heidi Diane Lewis reported a grant of 28,902 RSUs and up to 175,000 PSUs. The RSUs vest annually over four years, while the PSUs depend on specific stock price performance targets and vest later if those conditions are met.

How do the new PSUs for Target Hospitality (TH) EVP Heidi Lewis vest?

The maximum 175,000 PSUs vest based on the stock reaching volume‑weighted average prices between $20.00 and $30.00 during defined 60‑day periods. Any PSUs earned cumulatively vest and become unrestricted on June 30, 2028, subject to plan and agreement terms.

What happened with Heidi Lewis’s RSUs and common shares on February 24, 2026 at Target Hospitality (TH)?

On February 24, 2026, 12,458 RSUs were exercised into an equal number of common shares. Of those shares, 3,033 were withheld at $6.67 per share to satisfy tax liabilities, classified as a tax-withholding disposition rather than an open-market sale.

Is Heidi Lewis’s Form 4 for Target Hospitality (TH) a stock purchase or sale?

The Form 4 primarily reflects equity grants and an RSU vesting with tax withholding. Awards of RSUs and PSUs increased her derivative holdings, while 3,033 shares of common stock were disposed of solely to pay taxes, not as a discretionary market sale.

What are the vesting terms for Heidi Lewis’s new RSUs at Target Hospitality (TH)?

The 28,902 RSUs granted vest in four equal annual installments. Vesting occurs on each of the first four anniversaries of the February 25, 2026 grant date, beginning February 25, 2027, under the company’s 2019 Incentive Award Plan and related RSU agreement.

What stock price conditions affect Heidi Lewis’s PSUs at Target Hospitality (TH)?

The PSUs depend on the common stock reaching specified volume‑weighted average prices between $20.00 and $30.00 during annual 60‑day measurement periods. The actual number of PSUs earned can range from zero to 175,000, based on those performance hurdles.