Form 4: Target Hospitality Exec Reports Equity Transactions

Target Hospitality's EVP, General Counsel & Secretary, Heidi Diane Lewis, reported recent equity transactions including RSU vesting, tax withholding, and new RSU and PSU grants.

Summary

• Heidi Diane Lewis, EVP, General Counsel & Secretary of Target Hospitality Corp. (TH), reported changes in her beneficial ownership.
• On February 24, 2026, 12,458 Restricted Stock Units (RSUs) vested, resulting in the acquisition of 12,458 shares of Common Stock.
• Concurrently, 3,033 shares of Common Stock were disposed of at a price of $6.67 per share to cover tax liabilities related to the RSU vesting.
• Following these transactions, Ms. Lewis beneficially owned 141,167 shares of Common Stock directly.
• On February 25, 2026, Ms. Lewis was granted 28,902 new RSUs, which will vest in four equal annual installments beginning February 25, 2027.
• Also on February 25, 2026, Ms. Lewis was granted a maximum of 175,000 Performance Stock Units (PSUs).
• The actual number of PSUs that will vest can range from 0 to 175,000, contingent on Target Hospitality's Common Stock achieving specific volume-weighted average prices between $20.00 and $30.00 during defined measurement periods.
• Cumulative PSUs earned will vest and become unrestricted on June 30, 2028, or upon certain other events.
• Total unvested RSUs held by Ms. Lewis include the new 28,902 grant, plus previous grants of 35,714 RSUs (from 2025), 18,460 RSUs (from 2024), and 7,692 RSUs (from 2023), each with their respective vesting schedules.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, as new equity grants align executive incentives with shareholder interests and demonstrate ongoing commitment to the company, despite the routine tax-related disposition.

Positives

• The grant of 28,902 new Restricted Stock Units (RSUs) and a maximum of 175,000 Performance Stock Units (PSUs) aligns executive incentives with long-term shareholder value creation.
• The performance-based nature of the PSUs ties a significant portion of executive compensation directly to the achievement of specific stock price targets, indicating management's confidence in future growth.

Negatives

• A portion of vested shares (3,033 shares) was withheld for tax liability, which is a standard practice but reduces the immediate net share gain for the executive.

Risks

• The actual number of shares received from the Performance Stock Units (PSUs) is contingent on the Issuer's Common Stock achieving specific volume-weighted average prices between $20.00 and $30.00, introducing market performance risk.
• Failure to meet the specified stock price targets for the PSUs could result in zero shares vesting from that grant.

Future Outlook

The future outlook for the executive's equity compensation is tied to the company's stock performance and continued employment. New RSU grants will vest annually over four years starting in February 2027. Performance Stock Units are contingent on the company's stock achieving specific price targets between $20.00 and $30.00 during defined measurement periods, with final vesting by June 30, 2028.

Industry Context

StockSavvy.ai notes that these transactions reflect standard executive compensation practices, utilizing equity awards like RSUs and PSUs to incentivize long-term performance and align management's interests with those of shareholders. The inclusion of performance-based units tied to stock price targets is a common mechanism to encourage value creation.

Stakeholder Impact

• Shareholders: The new equity grants align the interests of a key executive with shareholders, as a significant portion of her compensation is now tied to the company's stock performance and long-term value creation.
• Employees: The grants are made under the Target Hospitality Corp. 2019 Incentive Award Plan, indicating a structured approach to executive compensation that may also apply to other employees.

Next Steps

• Annual vesting of 28,902 RSUs will commence on February 25, 2027, and continue for four years.
• The company's Common Stock will be monitored against volume-weighted average price targets ($20.00-$30.00) during measurement periods to determine the number of PSUs earned.
• Cumulative PSUs earned will vest and become unrestricted on June 30, 2028, or upon the occurrence of certain other events.

Key Dates

Keywords

Target Hospitality, TH, SEC Form 4, Insider Transaction, Restricted Stock Units, Performance Stock Units, Executive Compensation, Equity Grant, Stock Vesting