Target Hospitality (TH) awards EVP RSUs and up to 300K PSUs

Rhea-AI Filing Summary

Dowhaniuk Brendan reported acquisition or exercise transactions in this Form 4 filing.

Target Hospitality Corp. executive Brendan Dowhaniuk, EVP of Strategy & Corporate Development, received equity awards in the form of restricted and performance stock units. He was granted 25,289 Restricted Stock Units (RSUs), each representing a right to one share of common stock or its cash equivalent upon vesting.

These RSUs vest in four equal annual installments starting on February 25, 2027 under the company’s 2019 Incentive Award Plan. Dowhaniuk was also granted a maximum of 300,000 Performance Stock Units (PSUs). The actual PSUs earned can range from 0 to 300,000, depending on the stock achieving volume-weighted average price targets between $20.00 and $30.00 during defined 60-day measurement periods, with cumulative earned PSUs vesting on June 30, 2028 or upon certain other events.

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^*

Dowhaniuk Brendan

(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, Strategy & Corp. Dev.

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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

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		25,289		(2)	(2)	Common Stock	25,289	$0	56,539(3)	D
Performance Stock Units	(1)	02/25/2026		A		300,000(4)		(5)	(5)	Common Stock	300,000	$0	300,000	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. On February 25, 2026, the Reporting Person was granted 25,289 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.

3. Total includes, in addition to 25,289 RSUs granted on February 25, 2026, unvested RSUs from the following grant: 31,250 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. Awards are subject to the terms of the respective RSU award agreements and subject to the Plan.

4. On February 25, 2026, the Reporting Person was granted a maximum number of 300,000 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 300,000 PSUs based on criteria described in footnote 5 to this Form 4, subject to the terms and conditions of the Plan and the PSU Agreement.

5. 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 Brendan Dowhaniuk	02/26/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did Target Hospitality (TH) grant to EVP Brendan Dowhaniuk?

Target Hospitality granted EVP Brendan Dowhaniuk 25,289 Restricted Stock Units and a maximum of 300,000 Performance Stock Units. Each unit represents a right to receive one share of common stock or its cash equivalent, subject to vesting and performance conditions under the company’s incentive plan.

How do Brendan Dowhaniuk’s RSUs from Target Hospitality (TH) vest?

Dowhaniuk’s 25,289 RSUs vest in four equal annual installments beginning February 25, 2027. The vesting schedule is governed by the Target Hospitality Corp. 2019 Incentive Award Plan and the specific RSU agreement, requiring continued service and compliance with the plan’s terms.

What performance conditions apply to Target Hospitality (TH) 300,000 PSUs granted to the EVP?

The maximum 300,000 PSUs vest based on Target Hospitality’s common stock reaching specified volume weighted average prices between $20.00 and $30.00. These prices must be achieved during defined 60-day measurement periods, with actual earned PSUs determined cumulatively under the PSU Agreement.

When do the Performance Stock Units for Target Hospitality (TH) EVP vest?

Cumulative PSUs earned by EVP Brendan Dowhaniuk vest and become unrestricted on June 30, 2028. Vesting can also occur upon certain other events described in the PSU Agreement, provided the applicable stock price performance conditions and plan terms have been satisfied.

What is the potential range of PSUs that Target Hospitality (TH) EVP can earn?

The EVP can ultimately earn between 0 and 300,000 PSUs, depending on stock performance. The actual number depends on achieving agreed common stock price targets from $20.00 to $30.00 during annual measurement periods, as outlined in the Performance Stock Unit Agreement.

Do the Target Hospitality (TH) RSUs and PSUs give immediate common stock to the EVP?

No, the RSUs and PSUs represent contingent rights rather than immediate shares. Each unit converts into one share of common stock or its cash equivalent only upon meeting applicable vesting schedules, performance conditions, and other terms specified in the company’s incentive plan and award agreements.