Target Hospitality (TH) EVP converts 7,813 RSUs into common shares

Rhea-AI Filing Summary

Target Hospitality Corp. executive Brendan Dowhaniuk reported exercising restricted stock units into common shares. On February 27, 2026, 7,813 RSUs were converted, resulting in the direct acquisition of 7,813 shares of common stock at a price of $0.0000 per share, bringing his direct common stock holdings to 25,523 shares.

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)
02/27/2026

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		7,813	A	(1)	25,523	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			7,813	(2)	(2)	Common Stock	7,813	$0	48,726(2)	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. Total includes unvested RSUs from the following grants: 25,289 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; and 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 Target Hospitality Corp. 2019 Incentive Award Plan, as amended.

	/s/ Heidi D. Lewis, as Attorney in Fact on behalf of Brendan Dowhaniuk	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 transaction did Target Hospitality (TH) report for Brendan Dowhaniuk?

Target Hospitality executive Brendan Dowhaniuk reported exercising 7,813 restricted stock units into common stock. The transaction occurred on February 27, 2026 and was coded as an exercise or conversion of a derivative security rather than an open-market purchase or sale.

How many Target Hospitality (TH) shares did Brendan Dowhaniuk acquire in this Form 4?

Brendan Dowhaniuk acquired 7,813 shares of Target Hospitality common stock through the conversion of restricted stock units. The shares were issued at a stated price of $0.0000 per share as part of his equity compensation, not through an open-market transaction.

What is Brendan Dowhaniuk’s Target Hospitality (TH) share ownership after this transaction?

Following the February 27, 2026 conversion of restricted stock units, Brendan Dowhaniuk directly owns 25,523 shares of Target Hospitality common stock. The filing also reports a separate balance of 48,726 restricted stock units held as derivative securities after the transaction.

What role does Brendan Dowhaniuk hold at Target Hospitality (TH) in this Form 4?

In this Form 4, Brendan Dowhaniuk is identified as an officer of Target Hospitality, serving as Executive Vice President, Strategy & Corporate Development. The reported equity transactions relate to his compensation as a senior executive rather than to open-market trading activity.

How do the restricted stock units in this Target Hospitality (TH) filing work?

Each restricted stock unit represents a contingent right to receive one share of Target Hospitality common stock or its cash equivalent upon vesting. Vesting generally occurs in scheduled installments under award agreements and the company’s 2019 Incentive Award Plan, as described in the filing footnotes.

What RSU vesting schedules are disclosed for Brendan Dowhaniuk at Target Hospitality (TH)?

The filing notes 25,289 RSUs granted on February 25, 2026 vest in four equal annual installments starting February 25, 2027. It also notes 31,250 RSUs granted on February 27, 2025 vest in four annual installments beginning February 27, 2026, under the 2019 Incentive Award Plan.