Target Hospitality (TH) grants RSUs and 400,000 PSUs to senior executive

Rhea-AI Filing Summary

Target Hospitality Corp. executive Troy C. Schrenk reported multiple equity award transactions. On February 25, 2026, he received a grant of 39,740 restricted stock units (RSUs) that vest in four equal annual installments starting February 25, 2027, under the company’s 2019 Incentive Award Plan.

He was also granted a maximum of 400,000 performance stock units (PSUs) on February 25, 2026. The actual number that vest can range from 0 to 400,000 based on the company’s common stock achieving specified volume weighted average price targets between $20.00 and $30.00 during annual 60-day measurement periods, with earned PSUs vesting on June 30, 2028 or upon certain other events.

On February 24, 2026, 24,917 RSUs were exercised into 24,917 shares of common stock at $0.00, with 6,067 shares of common stock withheld at $6.67 per share to cover tax liabilities upon vesting. Following these transactions, Schrenk directly held 193,403 shares of common stock and 400,000 PSUs, along with 143,212 RSUs.

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^*

Schrenk Troy C.

(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)
	SEVP, Operations & CCO

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 $0.0001 per share	02/24/2026		M		24,917	A	(1)	199,470	D
Common Stock, par value $0.0001 per share	02/24/2026		F		6,067	D	$6.67(2)	193,403	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		39,740		(3)	(3)	Common Stock	39,740	$0	143,212(4)	D
Restricted Stock Units	(1)	02/24/2026		M			24,917	(4)	(4)	Common Stock	24,917	$0	118,295(4)	D
Performance Stock Units	(1)	02/25/2026		A		400,000(5)		(6)	(6)	Common Stock	400,000	$0	400,000	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 24,917 RSUs February 24, 2026. Stock price reflects closing stock price as of February 24, 2026.

3. On February 25, 2026, the Reporting Person was granted 39,740 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 39,740 granted on February 25, 2026, unvested RSUs from the following grants: 49,107 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; 29,008 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 15,385 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 400,000 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 400,000 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, as Attorney-in-Fact on behalf of Troy C. Schrenk	02/26/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did Troy C. Schrenk receive from Target Hospitality (TH)?

Troy C. Schrenk received 39,740 restricted stock units and a maximum of 400,000 performance stock units on February 25, 2026. Both awards were granted under Target Hospitality’s 2019 Incentive Award Plan and are subject to multi-year vesting and performance conditions.

How do the new Target Hospitality (TH) RSU grants to Troy Schrenk vest?

The 39,740 RSUs granted to Troy Schrenk vest in four equal annual installments starting February 25, 2027. These RSUs are governed by the company’s 2019 Incentive Award Plan and the related RSU agreement, requiring continued service and compliance with award terms.

What performance conditions apply to Troy Schrenk’s 400,000 PSUs at Target Hospitality (TH)?

The maximum 400,000 PSUs can vest based on Target Hospitality’s stock reaching volume weighted average prices between $20.00 and $30.00 during annual 60-day measurement periods. Earned PSUs vest on June 30, 2028 or upon specified events under the PSU Agreement.

Did Troy Schrenk dispose of any Target Hospitality (TH) shares for tax withholding?

Yes. On February 24, 2026, 6,067 shares of common stock were withheld at $6.67 per share to cover tax liabilities upon vesting of 24,917 RSUs. This tax-withholding disposition did not represent an open-market sale transaction.

How many Target Hospitality (TH) shares and units does Troy Schrenk hold after these transactions?

After the reported transactions, Troy Schrenk directly held 193,403 shares of common stock, 143,212 restricted stock units, and 400,000 performance stock units. These positions reflect both newly granted awards and prior equity grants that remain subject to vesting conditions.

What role does Target Hospitality’s 2019 Incentive Award Plan play in these Form 4 awards?

Both the RSU and PSU grants to Troy Schrenk were issued under Target Hospitality’s 2019 Incentive Award Plan. The plan, along with specific award agreements, governs vesting schedules, performance criteria, and other conditions that determine when shares become unrestricted.