James B. Archer - 24 Feb 2025 Form 4 Insider Report for Target Hospitality Corp. (TH)

Role: Director and CEO and President, Director
Signature: /s/ Heidi D. Lewis, as Attorney-in-Fact on behalf of James B. Archer
Issuer symbol: TH
Transactions as of: 24 Feb 2025
Net transactions value: -$371,347
Form type: 4
Filing time: 26 Feb 2025, 16:08:36 UTC
Previous filing: 05 Apr 2024
Next filing: 03 Mar 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TH	Common Stock, par value $0.0001 per share	Award	$0	+124,584	+8.6%	$0.000000	1,580,283	24 Feb 2025	Direct	F1
transaction	TH	Common Stock, par value $0.0001 per share	Options Exercise		+62,292	+3.9%		1,642,575	24 Feb 2025	Direct	F2
transaction	TH	Common Stock, par value $0.0001 per share	Tax liability	$371,347	-73,534	-4.5%	$5.05	1,569,041	24 Feb 2025	Direct	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TH	Restricted Stock Units	Options Exercise	$0	-62,292	-23%	$0.000000	205,772	24 Feb 2025	Common Stock	62,292		Direct	F2, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The shares of common stock of the Issuer, par value $0.0001 per share ("Common Stock") were acquired for the satisfaction of performance criteria underlying an award of performance stock units ("PSUs") granted to the Reporting Person on February 24, 2022 under the terms of the Target Hospitality Corp. 2019 Incentive Award Plan, as amended (the "Plan"), and the PSU Award Agreement between the Reporting Person and the Issuer (the "PSU Award Agreement"). The number of PSUs that vest range from 0% to 150% of the Target Level (as defined in the PSU Agreement) depending upon the achievement of specified three-year cumulative operating cash flow amounts as determined based on the net cash flow from operations disclosed in the Issuer's Annual Reports on Form 10-K for the period from January 1, 2022 through December 31, 2024. The PSUs vested at 150% of the Target Level, resulting in a payout of 124,584 shares.
F2	Each Restricted Stock Unit represents a contingent right to receive upon vesting one share of Common Stock or its cash equivalent.
F3	Restricted stock units withheld for payment of tax liability upon vesting of 62,292 RSUs and 124,584 PSUs on February 24, 2025. Stock price reflects closing stock price as of February 24, 2025.
F4	Total includes unvested RSUs from the following grants: 100,211 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; 57,692 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; and 249,169 RSUs granted on February 24, 2022 which vest in four equal installments on each of the first four anniversaries of the grant date beginning on February 24, 2023. Awards are subject to the terms of the respective RSU award agreements and subject to the Plan.