Target Hospitality (TH) CEO logs major RSU grant and tax share withholding

Rhea-AI Filing Summary

Target Hospitality Corp. director, CEO and President James Bradley Archer reported multiple equity award transactions. He received a grant of 137,283 restricted stock units (RSUs) on February 25, 2026, which vest in four equal annual installments starting February 25, 2027, under the company’s 2019 Incentive Award Plan.

On February 24, 2026, 62,292 RSUs were exercised into an equal number of common shares at a stated price of $0.00, and 24,511 common shares at $6.67 per share were withheld to cover tax liabilities upon vesting. After these moves, he directly holds 1,782,390 common shares and 473,232 RSUs, including prior unvested RSU grants.

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)
02/24/2026

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		62,292	A	(1)	1,806,901	D
Common Stock, par value $0.001 per share	02/24/2026		F		24,511	D	$6.67(2)	1,782,390	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		137,283		(3)	(3)	Common Stock	137,283	$0	473,232(4)	D
Restricted Stock Units	(1)	02/24/2026		M			62,292	(4)	(4)	Common Stock	62,292	$0	40,940(4)	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 62,292 RSUs on February 24, 2026. Stock price reflects closing stock price as of February 24, 2026

3. On February 25, 2026, the Reporting Person was granted 137,283 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 137,283 RSUs granted on February 25, 2026, unvested RSUs from the following grants: 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 Plan.

	/s/ Heidi D. Lewis, as Attorney-in-Fact on behalf of James B. Archer	02/26/2026
	** Signature of Reporting Person	Date
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FAQ

What equity award did Target Hospitality (TH) CEO James Bradley Archer receive?

James Bradley Archer received a grant of 137,283 restricted stock units. These RSUs were granted on February 25, 2026 and vest in four equal annual installments starting February 25, 2027, under the Target Hospitality Corp. 2019 Incentive Award Plan and a related RSU agreement.

How do the new RSUs for Target Hospitality (TH) CEO vest over time?

The 137,283 RSUs vest in four equal annual installments. Vesting begins on February 25, 2027, which is the first anniversary of the grant date, and continues on each of the next three anniversaries, subject to the terms of the company’s 2019 Incentive Award Plan and RSU agreement.

What RSU exercise did Target Hospitality (TH) CEO report on February 24, 2026?

On February 24, 2026, 62,292 restricted stock units were exercised into 62,292 shares of common stock at a stated price of $0.00 per share. This reflects an exercise or conversion of derivative securities into common stock, increasing his directly held common share position.

Why were 24,511 Target Hospitality (TH) shares disposed of in the Form 4 filing?

The 24,511 common shares were withheld to cover tax liabilities upon vesting of 62,292 RSUs on February 24, 2026. The transaction used a stock price of $6.67 per share and is classified as a tax-withholding disposition rather than an open-market sale.

How many Target Hospitality (TH) shares and RSUs does the CEO hold after these transactions?

After the reported transactions, James Bradley Archer directly owns 1,782,390 shares of common stock. He also holds 473,232 restricted stock units in total, which include the new 137,283 RSU grant and several prior unvested RSU awards granted between 2023 and 2025.

What prior RSU grants to the Target Hospitality (TH) CEO remain unvested?

Unvested RSUs include 169,643 granted February 27, 2025, 100,211 granted February 29, 2024, and 57,692 granted March 1, 2023. Each grant vests in four annual installments starting one year after its grant date, subject to the respective RSU agreements and the 2019 Incentive Award Plan.