Lewis Heidi Diane 4
4 · Target Hospitality Corp. · Filed Feb 26, 2026
Research Summary
AI-generated summary of this filing
Target (TH) EVP Heidi Lewis Receives RSU/PSU Awards; Withholds Shares
What Happened
- Heidi Diane Lewis, EVP, General Counsel & Secretary of Target Hospitality Corp. (TH), had 12,458 restricted stock units (RSUs) vest on Feb 24, 2026. Of those, 3,033 shares were withheld to satisfy tax withholding at a closing price of $6.67 per share (3,033 × $6.67 = $20,230). The vesting resulted in a net delivery of approximately 9,425 shares to Ms. Lewis.
- On Feb 25, 2026, Ms. Lewis was granted 28,902 additional RSUs (vesting in four equal annual installments beginning Feb 25, 2027) and a performance-based award of up to 175,000 PSUs. The PSUs vest (0 to 175,000) based on achievement of specified VWAP price targets ($20.00–$30.00 over 60-day measurement periods) and vest cumulatively by June 30, 2028 (or upon certain other events).
Key Details
- Transaction dates: Feb 24, 2026 (RSU vesting and tax withholding); Feb 25, 2026 (new RSU and PSU grants).
- Tax withholding: 3,033 shares withheld at $6.67 = $20,230 (routine withholding on RSU vesting).
- Vesting/exercise entry: 12,458 RSUs vested/converted on Feb 24, 2026 (M code — exercised/converted derivative).
- New grants: 28,902 RSUs (A code) vesting over 4 years; 175,000 PSUs (A code) performance-based, 0–175,000 may vest subject to stock-price targets.
- Unvested awards disclosed: total unvested RSUs shown on the form sum to 90,768 (includes the new 28,902 plus prior grants of 35,714; 18,460; and 7,692). PSUs max = 175,000.
- Shares owned after transaction: not stated on this Form 4 (the filing lists award and vesting activity and unvested balances).
- Filing timeliness: Form filed Feb 26, 2026 for Feb 24–25 transactions (appears timely under Form 4 rules).
Context
- RSUs convert to shares when they vest; withholding shares to cover taxes is a routine, non-discretionary event (code F). This was not an open-market purchase or sale — it was vesting and new awards.
- PSUs are performance-based and may result in 0 to 175,000 shares depending on future share-price performance during specified measurement periods, so the PSU grant is contingent, not an immediate share purchase.
Insider Transaction Report
Form 4
Lewis Heidi Diane
EVP, General Counsel & Sec
Transactions
- Exercise/Conversion
Common Stock, par value $0.001 per share
[F1]2026-02-24+12,458→ 144,200 total - Tax Payment
Common Stock, par value $0.001 per share
[F2]2026-02-24$6.67/sh−3,033$20,230→ 141,167 total - Award
Restricted Stock Units
[F1][F3][F4]2026-02-25+28,902→ 94,765 total→ Common Stock (28,902 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F4]2026-02-24−12,458→ 82,307 total→ Common Stock (12,458 underlying) - Award
Performance Stock Units
[F1][F5][F6]2026-02-25+175,000→ 175,000 total→ Common Stock (175,000 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 12,458 RSUs on February 24, 2026. Stock price reflects closing stock price as of February 24, 2026.
- [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.
- [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.
- [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.
- [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|2026-02-26