Target Hospitality Corp. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 3, 2026 (
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Form Equity Award Agreements
On February 25, 2026, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (“Board”) of the Company adopted a new form Executive Restricted Stock Unit Agreement (the “RSU Agreement”) and a new form Executive Performance Stock Unit Agreement (the “PSU Agreement”) with respect to the granting of restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”), respectively, under the Target Hospitality Corp. 2019 Incentive Plan, as amended (the “Plan”), each of which were approved by the Board on February 25, 2026. The new RSU Agreement and PSU Agreement will be used for all awards to executive officers made on or after February 25, 2026.
The RSU Agreement has material terms that are substantially similar to those in the form Executive Restricted Stock Unit Agreement last approved by the Compensation Committee and previously disclosed by the Company and filed as Exhibit 10.3 to its Current Report on Form 8-K filed on February 28, 2025.
The PSU Agreement has material terms that are substantially similar to those in the form Executive Performance Stock Unit Agreement last approved by the Compensation Committee and previously disclosed by the Company and filed as Exhibit 10.4 to its Current Report on Form 8-K filed on February 28, 2025, provided that the number of PSUs that vest pursuant to the PSU Agreement is based in equal parts on the Company’s Total Shareholder Return (the “TSR Based Award”) performance and the Company’s Adjusted EBITDA (as defined in the PSU Agreement) (the “Adjusted EBITDA Based Award”), each measured based on the applicable performance period specified in the PSU Agreement (the “Performance Period”). The number of PSUs that vest pursuant to the TSR Based Award range from 0% to 200% of the Target Level (as defined in the PSU Agreement) depending upon the achievement of a specified percentile rank during the Performance Period. The number of PSUs that vest pursuant to the Adjusted EBITDA Based Award range from 0% to 200% of the Target Level (as defined in the PSU Agreement) depending upon the Company’s Adjusted EBITDA (as defined in the PSU Agreement) during the Performance Period.
The foregoing descriptions of the RSU Agreement and the PSU Agreement are qualified in their entirety by reference to the full text of the RSU Agreement and the PSU Agreement, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Stock-Based Executive Performance Stock Unit Agreements with Mr. Schrenk, Mr. Dowhaniuk and Ms. Lewis
On February 25, 2026, the Compensation Committee approved the grant of PSUs under the Plan to the named executive officers set forth below in order to motivate, incentivize and retain them.
| Name | Title | PSUs | ||||
| Troy Schrenk | Executive Vice President Operations and Chief Commercial Officer | 400,000 | ||||
| Brendan Dowhaniuk | Executive Vice President, Strategy & Corporate Development | 300,000 | ||||
| Heidi Lewis | Executive Vice President, General Counsel and Secretary | 175,000 | ||||
Each of Mr. Schrenk, Mr. Dowhaniuk and Ms. Lewis’s PSU Agreements have material terms that are substantially similar to those in the 2025 Executive Performance Stock Unit Agreements with each of Brad Archer and Jason Vlacich approved by the Compensation Committee and previously disclosed by the Company and filed as Exhibits 10.5 and 10.6 to its Current Report on Form 8-K filed on February 28, 2025.
The foregoing descriptions of the PSU awards granted to Mr. Schrenk, Mr. Dowhaniuk and Ms. Lewis are qualified in their entirety by reference to the full text of the form of agreement for the PSU awards, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.3 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Exhibit Description | |
| 10.1 | Form of 2026 Executive Restricted Stock Unit Agreement | |
| 10.2 | Form of 2026 Executive Performance Stock Unit Agreement | |
| 10.3 | Form of Stock-Based Executive Performance Stock Unit Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Target Hospitality Corp. | ||
| By: | /s/ Heidi D. Lewis | |
| Dated: March 3, 2026 | Name: Heidi D. Lewis | |
| Title: Executive Vice President, General Counsel and Secretary | ||