Target Hospitality Corp. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
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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.
On March 8, 2026, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Target Hospitality Corp. (the “Company”) approved an amendment to the Executive Performance Stock Unit Agreement (the “Second Amended PSU Agreement”) between the Company and certain employees, including certain of the Company’s current named executive officers, pursuant to which the terms of the performance stock units granted on March 1, 2023 (the “2023 PSUs”) under the Target Hospitality Corp. 2019 Incentive Plan, as amended (the “Plan”), were amended.
At the time of grant, vesting of the 2023 PSUs was conditioned on continued service and achievement of a total shareholder return performance metric (the “TSR Metric”) measured over the performance period beginning January 1, 2023, and ending December 31, 2025, and a diversification EBITDA performance metric (the “Diversification EBITDA Metric”) measured over the performance period beginning March 1, 2023, and ending February 28, 2026. On January 25, 2026, the Company amended the 2023 PSUs to extend the performance period end date for the TSR Metric from December 31, 2025, to December 31, 2026 (the “Amended PSU Agreement”), as previously disclosed on the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 27, 2026 (the “January 8-K”). The Compensation Committee approved the Second Amended PSU Agreement in order to extend the performance period end date for the Diversification EBITDA Metric from February 28, 2026, to February 28, 2027. The Second Amended PSU Agreement constitutes a reissuance of PSUs granted under the Amended PSU Agreement pursuant to the Second Amended PSU Agreement. The Second Amended PSU Agreement otherwise has material terms that are substantially similar to those in the Amended PSU Agreement approved by the Compensation Committee and previously disclosed by the Company and filed as Exhibit 10.1 to the January 8-K.
The foregoing description of the Second Amended PSU Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Second Amended PSU Agreement, which will be filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On March 11, 2026, the Company posted an investor presentation to its website at https://investors.targethospitality.com/presentations-and-events/presentations.
The presentation slides include statements intended as “forward-looking statements” which are subject to the cautionary statement about forward-looking statements set forth therein. The information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit Description | |
| 10.1 | Form of Second Amended 2023 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 11, 2026 | Name: Heidi D. Lewis | |
| Title: Executive Vice President, General Counsel and Secretary | ||