Dowhaniuk Brendan 4
4 · Target Hospitality Corp. · Filed Feb 26, 2026
Research Summary
AI-generated summary of this filing
Target Hospitality (TH) EVP Brendan Dowhaniuk Receives Award
What Happened Brendan Dowhaniuk, EVP, Strategy & Corporate Development at Target Hospitality (TH), received equity awards on February 25, 2026: 25,289 restricted stock units (RSUs) and a target grant of up to 300,000 performance-based restricted stock units (PSUs). Both awards are derivative grants with a reported acquisition price of $0.00 (i.e., no immediate cash paid), so the immediate transaction value is $0. The RSUs vest over time; the PSUs vest only if performance/stock-price targets are met.
Key Details
- Transaction date: February 25, 2026; Form filed February 26, 2026 (timely filing).
- Transaction code: A (award/grant); reported acquisition price $0.00; reported value $0.
- RSUs: 25,289 RSUs granted on 2/25/2026, vesting in four equal annual installments beginning 2/25/2027.
- Existing RSUs: Form notes 31,250 unvested RSUs from a 2/27/2025 grant; combined unvested RSUs from these grants total 56,539.
- PSUs: Target grant of up to 300,000 PSUs; actual number vested may range from 0–300,000 based on performance tied to volume-weighted average price (VWAP) targets between $20.00 and $30.00 across specified 60-day measurement periods.
- PSU vesting: Cumulative PSU awards vest and become unrestricted on June 30, 2028 (or upon certain other events) per the PSU agreement and the company’s 2019 Incentive Award Plan.
- Footnote summary: Each RSU/PSU represents a contingent right to one share of common stock (or cash equivalent) upon vesting.
Context These are internal compensation awards (derivative grants), not open-market buys or sales. RSU grants provide time-based retention incentives; PSUs are performance-based and only convert to stock if vesting conditions tied to stock-price targets are met. Such awards are common for executives and do not by themselves indicate immediate buying or selling pressure.
Insider Transaction Report
- Award
Restricted Stock Units
[F1][F2][F3]2026-02-25+25,289→ 56,539 total→ Common Stock (25,289 underlying) - Award
Performance Stock Units
[F1][F4][F5]2026-02-25+300,000→ 300,000 total→ Common Stock (300,000 underlying)
Footnotes (5)
- [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]On February 25, 2026, the Reporting Person was granted 25,289 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.
- [F3]Total includes, in addition to 25,289 RSUs granted on February 25, 2026, unvested RSUs from the following grant: 31,250 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. Awards are subject to the terms of the respective RSU award agreements and subject to the Plan.
- [F4]On February 25, 2026, the Reporting Person was granted a maximum number of 300,000 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 300,000 PSUs based on criteria described in footnote 5 to this Form 4, subject to the terms and conditions of the Plan and the PSU Agreement.
- [F5]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.