TH Insider Filing: CEO Archer Boosts Stake to 1.74 M Shares

Rhea-AI Filing Summary

Insider activity: On 06/30/2025, Target Hospitality Corp. (TH) President & CEO James Bradley Archer converted 250,000 performance-based restricted stock units (PSUs) into common shares (transaction code M). Immediately afterward, 98,375 shares were withheld (code F) at $7.12 per share to cover taxes, leaving a net increase of roughly 151,625 shares.

Following the transactions Mr. Archer directly owns 1,744,609 TH shares. The PSUs originated from a May 24 2022 grant of up to 500,000 units that vested upon the company’s stock meeting volume-weighted average price targets between $12.50 – $20.00 over specified 60-day measurement periods. With the conversion, the reporting person’s derivative position in these PSUs is now 0.

Because the shares were earned through performance criteria and most of them were retained, the filing signals continuing insider alignment with shareholders, although the share withholding for taxes is routine.

Insights

Financial Analyst

TL;DR: CEO exercised 250k PSUs, net +152k shares; routine tax withholding; modestly positive insider signal, not financially material.

Impact assessment: Not impactful. The transaction is compensation-related and does not alter the company’s capital structure or disclose new operational data. However, retaining ~60 % of the exercised shares (151.6k of 250k) demonstrates management’s willingness to hold equity earned under challenging performance hurdles ($12.50–$20 stock targets). For a company with ~104 m shares outstanding, the incremental ownership (~0.15 %) is immaterial to float but may be read as a vote of confidence.

Key points:

• Transaction code M indicates conversion, not open-market purchase.
• Share withholding (code F) at $7.12 is standard tax settlement.
• Derivative position in the original 500k PSU grant is now fully settled.

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^*

Archer James Bradley

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Director and CEO and President

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		250,000	A	(1)	1,842,984	D
Common Stock, par value $0.0001 per share	06/30/2025		F		98,375	D	$7.12	1,744,609	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			250,000(2)	(3)	(3)	Common Stock	250,000	$0	250,000	D
Performance Based Resstricted Stock Units	(1)	06/30/2025		D			250,000(2)	(3)	(3)	Common Stock	250,000	$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 May 24, 2022, the Reporting Person was granted a maximum number of 500,000 PSUs pursuant to a Performance-Based Restricted Stock Unit Agreement, by and between the Reporting Person and the Issuer, dated as of May 24, 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 James B. Archer	07/02/2025
	** 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

How many Target Hospitality (TH) shares did CEO James Bradley Archer acquire on June 30, 2025?

He received 250,000 shares by converting performance-based RSUs.

How many shares were sold or withheld for taxes in the Form 4 filing?

A total of 98,375 shares were disposed of at $7.12 per share to satisfy tax obligations.

What is the CEO's total direct ownership after the reported transactions?

James Bradley Archer now directly owns 1,744,609 Target Hospitality shares.

What were the vesting conditions for the 250,000 performance-based RSUs?

The RSUs vested after TH's stock met volume-weighted average price targets of $12.50-$20.00 during 60-day measurement periods.

Does the filing indicate any remaining derivative securities for the CEO?

No. The PSU position reported in this Form 4 is now 0 following full conversion.