Target Hospitality (TH) CEO logs RSU vesting and tax-withholding share transactions

Rhea-AI Filing Summary

Target Hospitality Corp. director, CEO and president James Bradley Archer reported multiple equity compensation transactions involving restricted stock units (RSUs) and common stock. On February 27, 2026 and March 1, 2026, RSUs vested and were converted into common shares at no exercise price, increasing his direct holdings. The filing shows RSUs representing one share of common stock or its cash equivalent upon vesting. Some of the newly issued common shares were simultaneously withheld to cover tax liabilities, recorded as code "F" transactions at a price of $7.79 per share, consistent with the stated closing stock price on February 27, 2026. After these transactions, Archer directly owned 1,808,113–1,832,056 shares of common stock across the reported events, along with a substantial balance of unvested RSUs subject to multi-year vesting schedules under the company’s 2019 Incentive Award Plan.

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^*

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)
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 $0.001 per share	02/27/2026		M		42,411	A	(1)	1,824,801	D
Common Stock, par value $0.0001 per share	02/27/2026		F		16,688	D	$7.79(2)	1,808,113	D
Common Stock, par value $0.0001 per share	03/01/2026		M		25,053	A	(1)	1,833,166	D
Common Stock, par value $0.0001 per share	03/01/2026		F		9,858	D	$7.79(2)	1,823,308	D
Common Stock, par value $0.0001 per share	03/01/2026		M		14,423	A	(1)	1,837,731	D
Common Stock, par value $0.0001 per share	03/01/2026		F		5,675	D	$7.79(2)	1,832,056	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			42,411	(3)	(3)	Common Stock	42,411	$0	368,519(3)	D
Restricted Stock Units	(1)	03/01/2026		M			25,053	(3)	(3)	Common Stock	25,053	$0	343,466(3)	D
Restricted Stock Units	(1)	03/01/2026		M			14,423	(3)	(3)	Common Stock	14,423	$0	329,043(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 42,411 RSUs on February 27, 2026, and 39,476 RSUs on March 1, 2026. Stock price reflects closing stock price as of February 27, 2026, the last trading day prior to vest.

3. Total includes unvested RSUs from the following grants: 137,283 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; 169,643 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; 100,211 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 57,692 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 James B. Archer	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 TH CEO James Bradley Archer report on this Form 4?

James Bradley Archer reported RSU vesting and related share issuances and tax withholdings. RSUs converted into common stock at no exercise price, and some newly issued shares were withheld to satisfy tax liabilities, rather than sold in open-market transactions.

How many restricted stock units vested for TH’s CEO in late February and early March 2026?

The filing notes vesting of 42,411 RSUs on February 27, 2026 and 39,476 RSUs on March 1, 2026. Each RSU represents a contingent right to receive one share of Target Hospitality common stock or its cash equivalent upon vesting, under existing award agreements.

Were James Bradley Archer’s TH share dispositions open-market sales?

No, the dispositions are coded "F" for tax-withholding. Shares were withheld to pay tax liabilities upon RSU vesting at a reference price of $7.79, rather than sold as discretionary open-market transactions, according to the description of the transaction code.

At what price were TH shares used for the CEO’s tax-withholding transactions?

Shares used to satisfy tax liabilities were valued at $7.79 per share. The footnote explains this reflects Target Hospitality’s closing stock price on February 27, 2026, which was the last trading day before the RSUs vested and triggered the withholding.

How many Target Hospitality shares does the CEO own after these Form 4 transactions?

After the reported RSU conversions and tax-withholding dispositions, James Bradley Archer directly held up to 1,832,056 shares of Target Hospitality common stock. The totals in the tables are shown after each transaction and reflect only direct ownership positions.

What unvested RSU awards for TH’s CEO are referenced in this Form 4?

The filing notes unvested RSUs from several grants: 137,283 RSUs granted February 25, 2026; 169,643 granted February 27, 2025; 100,211 granted February 29, 2024; and 57,692 granted March 1, 2023, all vesting in four annual installments under the 2019 Incentive Award Plan.