Form 4 for TH Target Hospitality Corp.
Accepted 2026-02-26 00:00:00 ET · period of report 2026-02-24 · accession 0001712189-26-000015 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2026-02-26 | 2026-02-24 | TH | Lewis Heidi Diane | EVP, GC, Sec | M - OptEx | — | +12.5K | 144.2K | +9% | — |
| D | 2026-02-26 | 2026-02-24 | TH | Lewis Heidi Diane | EVP, GC, Sec | F - Tax | $6.67 | -3,033 | 141.2K | -2% | -$20.2K |
| D | 2026-02-26 | 2026-02-24 | TH | Lewis Heidi Diane | EVP, GC, Sec | M - OptEx | $0.00 | -12.5K | 82.3K | -13% | $0 |
| DM | 2026-02-26 | 2026-02-25 | TH | Lewis Heidi Diane | EVP, GC, Sec | A - Grant | $0.00 | +203.9K | 175.0K | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock, par value $0.001 per share | 2026-02-24 | M | A | 12,458 | — | 144,200 | D | — | — | (F1) 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 | Common | Common Stock, par value $0.001 per share | 2026-02-24 | F | D | 3,033 | $6.67 | 141,167 | D | — | — | (F2) Restricted stock units withheld for payment of tax liability upon vesting of 12,458 RSUs on February 24, 2026. Stock price reflects closing stock price as of February 24, 2026. |
| 3 | Derivative | Restricted Stock Units | 2026-02-24 | M | D | 12,458 | $0.00 | 82,307 | D | — · — to — | 12,458 Common Stock | (F4) Total includes, in addition to 28,902 RSUs granted on February 25, 2026, unvested RSUs from the following grants: 35,714 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; 18,460 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 7,692 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. (F1) 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. |
| 4 | Derivative | Restricted Stock Units | 2026-02-25 | A | A | 28,902 | $0.00 | 94,765 | D | — · — to — | 28,902 Common Stock | (F4) Total includes, in addition to 28,902 RSUs granted on February 25, 2026, unvested RSUs from the following grants: 35,714 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; 18,460 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 7,692 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. (F1) 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. (F3) On February 25, 2026, the Reporting Person was granted 28,902 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. |
| 5 | Derivative | Performance Stock Units | 2026-02-25 | A | A | 175,000 | $0.00 | 175,000 | D | — · — to — | 175,000 Common Stock | (F5) On February 25, 2026, the Reporting Person was granted a maximum number of 175,000 PSUs pursuant to a PSU Agreement, by and between the Reporting Person and the Issuer, dated as of February 25, 2026 (the "PSU Agreement"). The actual number of PSUs that shall vest and become unrestricted may range from 0 to 175,000 PSUs based on criteria described in footnote 6 to this Form 4, subject to the terms and conditions of the Plan and the PSU Agreement. (F1) 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. (F6) The target number of PSUs reported herein vest upon the Issuer's Common Stock achieving certain volume weighted average prices during any 60 consecutive calendar day period (the "Measurement Periods"). The actual number of PSUs earned are cumulative and may vary according to achievement of agreed Common Stock price targets ranging from $20.00 to $30.00 during each annual Measurement Period, pursuant to the PSU Agreement and subject to the terms and conditions of the Plan. The cumulative number of PSUs earned vest and become unrestricted on June 30, 2028 or upon the occurrence of certain other events as provided in the PSU Agreement. |