Jason Paul Vlacich - 27 Feb 2025 Form 4 Insider Report for Target Hospitality Corp. (TH)

Footnote 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.

Footnote F2

On February 27, 2025, the Reporting Person was granted 53,571 RSUs which vest in four equal annual installments on each of the first four anniversaries of the grant date beginning February 27, 2026, 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.

Footnote F3

On February 27, 2025, the Reporting Person was granted a maximum number of 600,000 PSUs pursuant to a Performance-Based Restricted Stock Unit Agreement, by and between the Reporting Person and the Issuer, dated as of February 27, 2025 (the "PSU Agreement"). The actual number of PSUs that shall vest and become unrestricted may range from 0 to 600,000 PSUs based on criteria described in footnote 4 to this Form 4, subject to the terms and conditions of the Plan and the PSU Agreement.

Footnote F4

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.

Footnote F5

Total includes, in addition to 53,571 RSUs on February 27 2025, unvested RSUs from the following grants: 39,557 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; 7,692 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 49,834 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.

Footnote F6

Restricted stock units withheld for payment of tax liability upon vesting of 11,813 RSUs on March 1, 2025. Stock price reflects closing stock price as of February 28, 2025, the last trading day prior to vesting.