Target Hospitality (TH) EVP’s RSU vesting boosts stake as shares withheld for taxes

Rhea-AI Filing Summary

Target Hospitality Corp. executive Heidi Diane Lewis, EVP, General Counsel & Secretary, reported multiple equity award transactions. On February 27 and March 1, 2026, restricted stock units vested and were converted into common stock at no cost, increasing her direct holdings. A portion of the resulting shares was automatically withheld and disposed of at $7.79 per share to cover tax liabilities tied to these vesting events, rather than open-market sales.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
02/27/2026

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		8,929	A	(1)	150,096	D
Common Stock, par value $0.0001 per share	02/27/2026		F		2,174	D	$7.79(2)	147,922	D
Common Stock, par value $0.0001 per share	03/01/2026		M		4,615	A	(1)	152,537	D
Common Stock, par value $0.0001 per share	03/01/2026		F		1,123	D	$7.79(2)	151,414	D
Common Stock, par value $0.0001 per share	03/01/2026		M		1,923	A	(1)	153,337	D
Common Stock, par value $0.0001 per share	03/01/2026		F		468	D	$7.79(2)	152,869	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			8,929	(3)	(3)	Common Stock	8,929	$0	73,378(3)	D
Restricted Stock Units	(1)	03/01/2026		M			4,615	(3)	(3)	Common Stock	4,615	$0	68,763(3)	D
Restricted Stock Units	(1)	03/01/2026		M			1,923	(3)	(3)	Common Stock	1,923	$0	66,840(3)	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 8,929 RSUs on February 27, 2026 and 6,538 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: 28,902 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; 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 Target Hospitality Corp. 2019 Incentive Award Plan, as amended.

	/s/ Heidi D. Lewis	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Target Hospitality (TH) report for Heidi Diane Lewis?

Heidi Diane Lewis reported RSU vesting events that converted into common stock and related tax-withholding share dispositions. These transactions increased her direct share ownership while some shares were automatically withheld to satisfy tax obligations tied to the vesting of prior equity awards.

Were the Target Hospitality (TH) insider share disposals open-market sales?

No, the reported disposals were tax-withholding transactions, not open-market sales. Shares were automatically withheld and delivered to satisfy tax liabilities arising from RSU vesting, using a price of $7.79 based on the specified prior trading day’s closing price.

What types of securities were involved in the TH Form 4 for Heidi Diane Lewis?

The filing shows transactions in restricted stock units and common stock of Target Hospitality. RSUs vested and were converted into common shares, and some of those shares were then withheld and disposed of to cover tax liabilities associated with these equity award vesting events.

How did the RSU vesting affect Heidi Diane Lewis’s Target Hospitality (TH) holdings?

RSU vesting on February 27 and March 1, 2026 converted units into common stock at no exercise cost, increasing her direct ownership. Although some shares were withheld for taxes, her net position in Target Hospitality common stock still increased overall due to these award conversions.

What vesting schedules are disclosed for Heidi Diane Lewis’s unvested RSUs at Target Hospitality (TH)?

Unvested RSUs include grants from 2023, 2024, 2025, and 2026, each vesting in four annual installments starting on specified anniversary dates. These awards remain subject to their individual RSU agreements and the Target Hospitality Corp. 2019 Incentive Award Plan, as amended.