| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TH | Performance-Based Restricted Stock Units | Award | $0 | +500K | $0.00 | 500K | May 24, 2022 | Common Stock | 500K | Direct | F1, F2, F3 |
| Id | Content |
|---|---|
| F1 | Each 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 | As previously announced, on May 25, 2022, the Reporting Person was granted a maximum number of 500,000 PSUs pursuant to a Performance-Based Restricted Stock Unit Agreement, by and between the Reporting Person and the Issuer, dated as of May 24, 2022 (the "PSU Agreement"). The actual number of PSUs that shall vest and become unrestricted may range from 0 to 500,000 PSUs based on criteria described in footnote 3 to this Form 4, subject to the terms and conditions of the previously disclosed Target Hospitality Corp. 2019 Incentive Award Plan, as amended (the "Plan"), and the PSU Agreement. |
| F3 | 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 $12.50 to $20.00 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, 2025 or upon the occurrence of certain other events as provided in the PSU Agreement. |