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.
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Based Restricted Stock Units | 250,000 | $0.00 | -- |
| Disposition | Performance Based Resstricted Stock Units | 250,000 | $0.00 | -- |
| Exercise | Common Stock, par value $0.0001 per share | 250,000 | $0.00 | -- |
| Tax Withholding | Common Stock, par value $0.0001 per share | 98,375 | $7.12 | $700K |
Footnotes (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. 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. 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.
