Dowhaniuk Brendan 4

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.