Target Hospitality Corp. 8-K

What Happened
Target Hospitality Corp. filed an 8-K reporting that its Compensation Committee approved an amendment to the Executive Performance Stock Unit Agreement on January 25, 2026. The amendment reissues performance stock units (PSUs) granted March 1, 2023 under the company’s 2019 Incentive Plan and extends the total shareholder return (TSR) performance period end date from December 31, 2025 to December 31, 2026. The change was made to preserve the original pay-for-performance intent after an unsolicited take‑private proposal in 2024 constrained management’s ability to execute against the original targets.

Key Details

• Approval date: January 25, 2026 by the Compensation Committee of Target Hospitality’s Board.
• Grants affected: PSUs granted March 1, 2023 under the Target Hospitality Corp. 2019 Incentive Plan.
• Metric change: TSR performance period extended from 12/31/2025 to 12/31/2026.
• Other metric: Diversification EBITDA metric remains measured March 1, 2023 through February 28, 2026.
• Scope: Amendment applies to certain employees, including certain current named executive officers, and constitutes a reissuance of the 2023 PSUs; form of the amended agreement will be filed as an exhibit.

Why It Matters
For investors, this amendment is a governance and compensation action meant to preserve pay-for-performance after a 2024 takeover proposal disrupted management’s ability to meet performance targets. Extending the TSR measurement period delays when outcomes are determined and can affect the timing of any related equity vesting or expense recognition. The change signals the board aimed to maintain alignment between executive incentives and shareholder interests rather than accelerating or canceling awards due to the 2024 disruption.