Target Hospitality Corp. 8-K

What Happened

• Target Hospitality Corp. announced on March 11, 2026 (filing date) that its Compensation Committee approved a Second Amended Executive Performance Stock Unit Agreement on March 8, 2026. The amendment reissues 2023 performance stock units (2023 PSUs) granted March 1, 2023 and extends the performance-period deadlines for the metrics that determine vesting.
• This follows a prior amendment (disclosed Jan. 27, 2026) that extended the total shareholder return (TSR) metric performance end date from Dec. 31, 2025 to Dec. 31, 2026; the new Second Amended agreement extends the Diversification EBITDA metric performance end date from Feb. 28, 2026 to Feb. 28, 2027. The Company said the Second Amended PSU Agreement otherwise remains substantially similar to the previously disclosed Amended PSU Agreement. The form of the Second Amended PSU Agreement will be filed as Exhibit 10.1 to the 8-K.

Key Details

• Approval date by Compensation Committee: March 8, 2026; 2023 PSUs originally granted: March 1, 2023.
• TSR metric performance period now ends: December 31, 2026 (previously Dec. 31, 2025; amended Jan. 25, 2026).
• Diversification EBITDA metric performance period now ends: February 28, 2027 (previously Feb. 28, 2026).
• Company also posted an investor presentation on March 11, 2026 at https://investors.targethospitality.com/presentations-and-events/presentations (includes forward‑looking statement disclosures).

Why It Matters

• For investors, extending the PSU performance periods delays the final determination of whether those executive awards will vest, which can affect future dilution and executive compensation timing.
• The extensions keep performance targets in place (TSR and Diversification EBITDA) rather than converting awards to time‑based grants, preserving performance-based incentives tied to shareholder return and diversification EBITDA outcomes.
• The investor presentation posting is a routine Regulation FD disclosure that may provide additional context on company strategy and outlook; it contains forward-looking statements subject to usual cautions.