Target Hospitality Corp.·4

Feb 26, 4:34 PM ET

Schrenk Troy C. 4

4 · Target Hospitality Corp. · Filed Feb 26, 2026

Research Summary

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Updated

Target Hospitality (TH) SEVP Troy Schrenk Exercises RSUs, Receives Grants

What Happened

  • Troy C. Schrenk, Senior EVP, Operations & Chief Commercial Officer of Target Hospitality (TH), had 24,917 restricted stock units (RSUs vest) on Feb 24, 2026. Of those, 6,067 shares were withheld to cover taxes (withholding value reported as $40,467 at $6.67/share), leaving about 18,850 net shares issued to him.
  • On Feb 25, 2026, he was granted 39,740 new RSUs (vesting in four equal annual installments beginning Feb 25, 2027) and a target award of up to 400,000 performance-based RSUs (PSUs). The PSUs vest based on stock price performance (VWAP targets between $20–$30 over measurement periods) with cumulative earned PSUs vesting on June 30, 2028 (or upon certain other events).

Key Details

  • Transaction dates: Feb 24, 2026 (vesting/exercise and tax withholding); Feb 25, 2026 (new RSU and PSU grants).
  • Prices/values reported: Tax withholding of 6,067 shares at $6.67 = $40,467. RSU/PSU grants reported at $0.00 (awards, not purchases).
  • Shares after transaction: Total unvested RSUs reported include 133,240 RSUs from prior and current grants (39,740 granted 2/25/26; 49,107 from 2/27/25; 29,008 from 2/29/24; 15,385 from 3/1/23). Net vested shares delivered from the 2/24/26 vesting were ~18,850 after withholding.
  • Footnotes: RSUs/PSUs are contingent rights to receive common stock upon vesting (or cash equivalent). PSUs vest based on VWAP performance criteria; actual number earned may range from 0 to 400,000.
  • Filing timeliness: Form 4 filed Feb 26, 2026 for transactions on Feb 24–25, 2026 — appears timely (not noted as late).

Context

  • This filing reflects routine equity compensation activity: vesting of RSUs (with standard tax-withholding using a portion of shares) and the grant of new time- and performance-based awards. The tax-withholding disposition is common and does not necessarily signal a discretionary sale of shares.
  • For PSUs: vesting is performance-dependent (price targets $20–$30 over specified measurement periods), so the 400,000 figure is a maximum target, not a guaranteed issuance.

Insider Transaction Report

Form 4
Period: 2026-02-24
Schrenk Troy C.
SEVP, Operations & CCO
Transactions
  • Exercise/Conversion

    Common Stock, par value $0.0001 per share

    [F1]
    2026-02-24+24,917199,470 total
  • Tax Payment

    Common Stock, par value $0.0001 per share

    [F2]
    2026-02-24$6.67/sh6,067$40,467193,403 total
  • Award

    Restricted Stock Units

    [F1][F3][F4]
    2026-02-25+39,740143,212 total
    Common Stock (39,740 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F4]
    2026-02-2424,917118,295 total
    Common Stock (24,917 underlying)
  • Award

    Performance Stock Units

    [F1][F5][F6]
    2026-02-25+400,000400,000 total
    Common Stock (400,000 underlying)
Footnotes (6)
  • [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.
  • [F2]Restricted stock units withheld for payment of tax liability upon vesting of 24,917 RSUs February 24, 2026. Stock price reflects closing stock price as of February 24, 2026.
  • [F3]On February 25, 2026, the Reporting Person was granted 39,740 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.
  • [F4]Total includes, in addition to 39,740 granted on February 25, 2026, unvested RSUs from the following grants: 49,107 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; 29,008 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 15,385 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.
  • [F5]On February 25, 2026, the Reporting Person was granted a maximum number of 400,000 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 400,000 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.
  • [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.
Signature
/s/ Heidi D. Lewis, as Attorney-in-Fact on behalf of Troy C. Schrenk|2026-02-26

Documents

1 file
  • 4
    form4.xmlPrimary