UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~PURSUANT~~Date TOof ~~SECTION~~Report 13(Date ORof ~~15(d~~Earliest Event Reported): OFMarch ~~THE~~8, 2026

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 3, 2026 (February 25, 2026)

TARGET HOSPITALITY CORP.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~ ~~charter~~Its Charter)

Delaware		001-38343		98-1378631
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

001-38343

(Commission File Number)

9320 Lakeside Blvd., Suite 300

Delaware		98-1378631
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification No.)

~~The Woodlands~~9320 LAKESIDE BLVD., TXSUITE ~~77381~~300

~~(Address,~~THE ~~including zip code~~WOODLANDS, ofTexas ~~principal executive offices)~~77381

(Address of principal executive offices, including zip code)

(832) 709-2563

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

	¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		TH		~~The~~NASDAQ ~~Nasdaq~~ Capital Market ~~LLC~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).:

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Form~~On March ~~Equity~~8, ~~Award~~2026, ~~Agreements~~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.

OnAt ~~February 25,~~the ~~2026~~time of grant, vesting of the ~~Compensation~~2023 ~~Committee~~PSUs was conditioned on continued service and achievement of a total shareholder return performance metric (the “~~Compensation~~TSR ~~Committee~~Metric”) ofmeasured over the ~~Board~~performance period ofbeginning ~~Directors~~ January 1, 2023, and ending December 31, 2025, and a diversification EBITDA performance metric (the “~~Board~~Diversification EBITDA Metric”) ofmeasured over the ~~Company~~performance ~~adopted a~~period beginning March 1, 2023, and ending February 28, 2026. On January 25, ~~new~~2026, ~~form~~the ~~Executive~~Company ~~Restricted~~amended ~~Stock~~the ~~Unit~~2023 ~~Agreement~~PSUs (to extend the ~~“RSU~~performance ~~Agreement”)~~period ~~and~~end adate ~~new~~for ~~form~~the ~~Executive~~TSR ~~Performance~~Metric ~~Stock Unit~~from ~~Agreement~~December 31, 2025, to December 31, 2026 (the “Amended PSU Agreement”), ~~with~~as ~~respect~~previously todisclosed on the ~~granting~~Current ofReport ~~restricted~~on ~~stock~~Form 8-K ~~units~~filed ~~(“RSUs”)~~with the Securities and ~~performance-based~~Exchange ~~restricted~~Commission ~~stock~~on ~~units~~January 27, 2026 (the “~~PSUs~~January 8-K”),. ~~respectively,~~The ~~under~~Compensation Committee approved the Second ~~Target~~Amended ~~Hospitality~~PSU ~~Corp.~~Agreement ~~2019~~in ~~Incentive Plan,~~order asto ~~amended~~extend (the ~~“Plan”),~~performance ~~each~~period ofend ~~which~~date ~~were~~for ~~approved~~the byDiversification ~~the~~EBITDA ~~Board~~Metric onfrom February 2528, 2026, to February 28, 2027. The ~~new~~Second ~~RSU~~Amended PSU Agreement constitutes a reissuance of PSUs granted under the Amended PSU Agreement ~~and~~pursuant to the Second Amended PSU Agreement. ~~will~~The beSecond ~~used~~Amended ~~for~~PSU ~~all~~Agreement ~~awards~~otherwise has material terms that are substantially similar to ~~executive~~those ~~officers~~in ~~made~~the onAmended orPSU ~~after~~Agreement ~~February~~approved by the Compensation Committee and previously disclosed by the Company and filed as Exhibit ~~25,~~10.1 to ~~2026~~the January 8-K.

The ~~RSU~~foregoing ~~Agreement~~description ~~has~~of ~~material~~the ~~terms~~Second ~~that~~Amended ~~are~~PSU ~~substantially~~Agreement does ~~similar~~not purport to ~~those~~be incomplete ~~the~~and ~~form~~is ~~Executive~~qualified ~~Restricted~~in ~~Stock~~its ~~Unit~~entirety ~~Agreement~~by ~~last~~reference ~~approved~~to by the ~~Compensation~~full ~~Committee~~text ~~and~~of ~~previously~~the ~~disclosed by~~form of the ~~Company~~Second ~~and~~Amended PSU Agreement, which will be filed as Exhibit 10.31 to ~~its~~this Current Report on Form 8-K ~~filed~~and onis ~~February 28,~~incorporated ~~2025~~herein by reference.

~~The~~Item 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 107.4 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”)01. ~~The~~Regulation ~~number~~FD 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 PeriodDisclosure. 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~~On ~~foregoing~~March ~~descriptions~~11, of2026, the ~~RSU~~Company ~~Agreement and~~posted ~~the~~an ~~PSU Agreement are qualified in their entirety by reference to the full text of the RSU Agreement and the PSU Agreement, copies~~investor ofpresentation ~~which are attached~~ to ~~this~~its ~~Current~~website ~~Report~~at ~~on Form 8-K as Exhibits 10~~https://investors.~~1 and 10~~targethospitality.~~2, respectively,~~ com/presentations-and ~~are incorporated herein by reference~~-events/presentations.

~~Stock~~The presentation slides include statements intended as “forward-~~Based~~looking statements” ~~Executive~~which ~~Performance~~are ~~Stock~~subject ~~Unit~~to ~~Agreements~~the ~~with~~cautionary Mrstatement about forward-looking statements set forth therein. ~~Schrenk,~~ The information contained Mrin this Item 7. ~~Dowhaniuk~~01 ~~and~~shall Msnot 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. ~~Lewis~~

OnItem ~~February 25,~~9.01 ~~2026,~~Financial ~~the~~Statements ~~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~~Exhibits.

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

(d) Exhibits

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.

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)

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.SIGNATURE

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements of ~~and~~the ~~Exhibits~~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.

(d) Exhibits

	Target Hospitality Corp.

	By:	/s/ Heidi D. Lewis
Dated: March 11, 2026		Name: Heidi D. Lewis
		Title: Executive Vice President, General Counsel and Secretary

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

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