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Target Hospitality Corp.·4

Feb 26, 4:35 PM ET

Lewis Heidi Diane 4

Research Summary

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Updated

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.