TH / Target Hospitality Corp. - SEC-Einreichungen, Jahresbericht, Proxy Statement

7,000,000 Shares COMMON STOCK

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(7)  Registration No. 333-230795 PROSPECTUS SUPPLEMENT (to the Prospectus dated May 16, 2019) 7,000,000 Shares COMMON STOCK The affiliates of investment funds managed by TDR Capital LLP (“TDR Capital”) identified in this prospectus supplement (the “selling stockholders”) are offering 7,000,000 shares (the “Shares”) of our common stock, par value $0.0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 27, 2026 TARGET HOSPITALITY C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 27, 2026 TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other jurisdiction of incorporation) (Commission F

7,000,000 Shares Target Hospitality Corp. Common stock, par value $0.0001 per share UNDERWRITING AGREEMENT

  Exhibit 1.1   7,000,000 Shares   Target Hospitality Corp.   Common stock, par value $0.0001 per share   UNDERWRITING AGREEMENT   May 28, 2026         May 28, 2026   Morgan Stanley & Co. LLC Deutsche Bank Securities Inc. As representatives of the several Underwriters named in Schedule I hereto   c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036   c/o Deutsche Bank Securities Inc

Target Hospitality Announces Pricing of Secondary Offering

Exhibit 99.2 Target Hospitality Announces Pricing of Secondary Offering THE WOODLANDS, Texas, May 28, 2026 – Target Hospitality Corp. (“Target Hospitality” or the “Company”) (Nasdaq: TH), one of North America's largest providers of vertically integrated modular accommodations and value-added hospitality services, today announced the pricing of its previously announced underwritten, secondary offer

Target Hospitality Announces Launch of Secondary Offering

Exhibit 99.1 Target Hospitality Announces Launch of Secondary Offering THE WOODLANDS, Texas, May 27, 2026 – Target Hospitality Corp. (“Target Hospitality” or the “Company”) (Nasdaq: TH), one of North America's largest providers of vertically integrated modular accommodations and value-added hospitality services, today announced the launch of an underwritten, secondary offering (the “Offering”) of

SUBJECT TO COMPLETION, DATED May 27, 2026

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 21, 2026 TARGET HOSPITALITY C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 21, 2026 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction of Inc

As filed with the U.S. Securities and Exchange Commission on May 21, 2026

As filed with the U.S. Securities and Exchange Commission on May 21, 2026 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 98-1378631 (State or other jurisdiction of incorporation or organization) (I.R

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 Target Hospitality Corp. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, $.0001 par value per share ("Common Stock") Other 4,000,000 $ 17.87 $ 71,480,000.00 0.0001381

FORM OF RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS

Exhibit 10.1 FORM OF RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of May 21, 2026 (the “Grant Date”) by and between Target Hospitality Corp., a Delaware corporation (the “Company”), and [DIRECTOR NAME] (the “Participant”). This Agreement is being entered into pursuant to the Target Hospitality Corp. 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2026 TARGET HOSPITALITY C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2026 TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other jurisdiction of incorporation) (Commission F

Target Hospitality Announces First Quarter 2026 Results Highlighting Sustained Momentum and Continued Execution on Strategic Transformation Announces new multi-year contract expected to generate over $750 million of revenue supporting a vertically in

Exhibit 99.1 Target Hospitality Announces First Quarter 2026 Results Highlighting Sustained Momentum and Continued Execution on Strategic Transformation Announces new multi-year contract expected to generate over $750 million of revenue supporting a vertically integrated AI infrastructure development (“AI Infrastructure Community”) Supporting over $2.0 billion of multi-year contract awards since F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38343 TAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 5, 2026 TARGET HOSPITALITY CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 5, 2026 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction of Inco

Target Hospitality Announces Board Appointment Focused on Advancing Strategic Growth Initiatives

Exhibit 99.1 Target Hospitality Announces Board Appointment Focused on Advancing Strategic Growth Initiatives THE WOODLANDS, Texas, May 7, 2026 (PRNewswire) - Target Hospitality Corp. ("Target Hospitality," "Target" or the "Company") (Nasdaq: TH), one of North America's largest providers of vertically integrated modular accommodations and value-added hospitality services, today announced the appoi

7,000,000 Shares COMMON STOCK

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(7)   Registration No. 333-230795 PROSPECTUS SUPPLEMENT (to the Prospectus dated May 16, 2019) 7,000,000 Shares COMMON STOCK The affiliates of investment funds managed by TDR Capital LLP (“TDR Capital”) identified in this prospectus supplement (the “selling stockholders”) are offering 7,000,000 shares (the “Shares”) of our common stock, par value $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 2026 TARGET HOSPITALITY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 2026 TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other jurisdiction of incorporation) (Commission

Target Hospitality Announces Launch of Secondary Offering

Exhibit 99.1 Target Hospitality Announces Launch of Secondary Offering THE WOODLANDS, Texas, April 21, 2026 – Target Hospitality Corp. (“Target Hospitality” or the “Company”) (Nasdaq: TH), one of North America's largest providers of vertically-integrated modular accommodations and value-added hospitality services, today announced the launch of an underwritten, secondary offering (the “Offering”) o

Target Hospitality Announces Pricing of Secondary Offering

Exhibit 99.2 Target Hospitality Announces Pricing of Secondary Offering THE WOODLANDS, Texas, April 21, 2026 – Target Hospitality Corp. (“Target Hospitality” or the “Company”) (Nasdaq: TH), one of North America's largest providers of vertically-integrated modular accommodations and value-added hospitality services, today announced the pricing of its previously announced underwritten, secondary off

7,000,000 Shares Target Hospitality Corp. Common stock, par value $0.0001 per share UNDERWRITING AGREEMENT April 21, 2026

Exhibit 1.1 7,000,000 Shares Target Hospitality Corp. Common stock, par value $0.0001 per share UNDERWRITING AGREEMENT April 21, 2026 April 21, 2026 Morgan Stanley & Co. LLC Deutsche Bank Securities Inc. As representatives of the several Underwriters named in Schedule I hereto c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Deutsche Bank Securities Inc. 1 Columbus Circle Ne

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 2026 TARGET HOSPITALITY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 2026 TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other jurisdiction of incorporation) (Commission

SUBJECT TO COMPLETION, DATED APRIL 21, 2026

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Def

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19MAR202017133202 | ANNUAL REPORT 2025 2025 Annual Report ABOUT TARGET HOSPITALITY Target Hospitality Corp.

Target Hospitality Secures Over $550 Million Multi-Year Contract with Top Five Hyperscaler Supporting a Data Center Development

Exhibit 99.1 Target Hospitality Secures Over $550 Million Multi-Year Contract with Top Five Hyperscaler Supporting a Data Center Development THE WOODLANDS, Texas, April 1, 2026 (PRNewswire) - Target Hospitality Corp. ("Target Hospitality", "Target" or the "Company") (Nasdaq: TH), one of North America's largest providers of vertically integrated modular accommodations and value-added hospitality se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 1, 2026 TARGET HOSPITALITY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 1, 2026 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction of In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38343 TARGET H

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Name Jurisdiction Topaz Holdings LLC Delaware Arrow Bidco, LLC Delaware RL Signor Holdings LLC Delaware Target Logistics Management LLC Massachusetts TLM Equipment, LLC Delaware US Iron Bidco, LLC Delaware Chard Camp Catering Services Ltd. Canada (Alberta) Target Management Canada, Ltd. Canada (British Columbia) Target Hospitality Canada Inc. Canada (Ontario) TL P

FORM OF 2023 EXECUTIVE PERFORMANCE STOCK UNIT AGREEMENT

Exhibit 10.1 EXECUTION VERSION FORM OF 2023 EXECUTIVE PERFORMANCE STOCK UNIT AGREEMENT This Performance Stock Unit Agreement (this “Agreement”) is made and entered into as of March , 2026 (the “Grant Date”) by and between Target Hospitality Corp., a Delaware corporation (the “Company”), and [EXECUTIVE NAME] (the “Participant”). This Agreement is being entered into pursuant to the Target Hospitalit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2026 TARGET HOSPITALITY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2026 TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other jurisdiction of incorporation) (Commission

FIRST AMENDMENT TO AMENDED & RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.15 Execution Version FIRST AMENDMENT TO AMENDED & RESTATED EMPLOYMENT AGREEMENT This First Amendment (this “Amendment”) to the Amended & Restated Employment Agreement by and between Target Logistics Management, LLC, a Massachusetts limited liability company (the “Company”), and Jason Vlacich (the “Executive”), entered into as of February 29, 2024 (the “Employment Agreement”), is entered

Target Hospitality Announces 2025 Results Highlighting Significant Advancement of Strategic Growth Initiatives as Expanding Customer Demand Accelerates Momentum Announces new $129 million, 1,400-bed, multi-year committed revenue contract supporting l

Exhibit 99.1 Target Hospitality Announces 2025 Results Highlighting Significant Advancement of Strategic Growth Initiatives as Expanding Customer Demand Accelerates Momentum Announces new $129 million, 1,400-bed, multi-year committed revenue contract supporting large-scale West Texas power generation and data center development (“West Texas Power Community”) Announces new $23 million, 400-bed, mul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 8, 2026 TARGET HOSPITALITY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 8, 2026 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction of In

FORM OF 2026 EXECUTIVE PERFORMANCE STOCK UNIT AGREEMENT

Exhibit 10.2 Execution Version FORM OF 2026 EXECUTIVE PERFORMANCE STOCK UNIT AGREEMENT This Performance Stock Unit Agreement (this “Agreement”) is made and entered into as of February 25, 2026 (the “Grant Date”) by and between Target Hospitality Corp., a Delaware corporation (the “Company”), and [EXECUTIVE NAME] (the “Participant”). This Agreement is being entered into pursuant to the Target Hospi

FORM OF 2026 EXECUTIVE PERFORMANCE STOCK UNIT AGREEMENT

Exhibit 10.3 Execution Version FORM OF 2026 EXECUTIVE PERFORMANCE STOCK UNIT AGREEMENT This Performance Stock Unit Agreement (this “Agreement”) is made and entered into as of February 25, 2026 (the “Grant Date”) by and between Target Hospitality Corp., a Delaware corporation (the “Company”), and [EXECUTIVE NAME] (the “Participant”). This Agreement is being entered into pursuant to the Target Hospi

FORM OF 2026 EXECUTIVE RESTRICTED STOCK UNIT AGREEMENT

  Exhibit 10.1   Execution Version   FORM OF 2026 EXECUTIVE RESTRICTED STOCK UNIT AGREEMENT   This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of February 25, 2026 (the “Grant Date”) by and between Target Hospitality Corp., a Delaware corporation (the “Company”), and [EXECUTIVE NAME] (the “Participant”). This Agreement is being entered into pursuant to the Target

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 3, 2026 (February 25, 2026)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 3, 2026 (February 25, 2026) TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other jurisdiction of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 25, 2026 TARGET HOSPITALI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 25, 2026 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction of

FORM OF 2023 EXECUTIVE PERFORMANCE STOCK UNIT AGREEMENT

Exhibit 10.1 Execution Version FORM OF 2023 EXECUTIVE PERFORMANCE STOCK UNIT AGREEMENT This Performance Stock Unit Agreement (this “Agreement”) is made and entered into as of January 26, 2026 (the “Grant Date”) by and between Target Hospitality Corp., a Delaware corporation (the “Company”), and [EXECUTIVE NAME] (the “Participant”). This Agreement is being entered into pursuant to the Target Hospit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 12, 2026 TARGET HOSPITALI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 12, 2026 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction of

Target Hospitality Announces Appointment of Chief Accounting Officer

Exhibit 99.1 Target Hospitality Announces Appointment of Chief Accounting Officer THE WOODLANDS, Texas, January 13, 2026 (PRNewswire) - Target Hospitality Corp. ("Target Hospitality," "Target" or the "Company") (Nasdaq: TH), one of North America's largest providers of vertically integrated modular accommodations and value-added hospitality services, today announced the hiring of Cyril J. Hahamski

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Target Logistics Management, LLC, a Massachusetts limited liability company (the “Employer”), and Cyril Hahamski, an individual (the “Executive”). WHEREAS, the Employer and the Executive desire to enter into this Agreement to set out the terms and conditions for the employment relationship of t

SIXTH AMENDMENT TO THE ABL CREDIT AGREEMENT

Exhibit 10.1 SIXTH AMENDMENT TO THE ABL CREDIT AGREEMENT This Sixth Amendment to the ABL Credit Agreement (this “Amendment”) is dated as of December 23, 2025 and is entered into by and among Arrow Bidco, LLC, a Delaware limited liability company (the “Administrative Borrower”), Topaz Holdings LLC, a Delaware limited liability company (“Holdings”), the other Loan Parties party hereto, Bank of Ameri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 23, 2025 TARGET HOSPITAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 23, 2025 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction o

FIFTH AMENDED AND RESTATED BYLAWS TARGET HOSPITALITY CORP. November 21, 2025 ARTICLE 1 STOCKHOLDERS

Exhibit 3.1 FIFTH AMENDED AND RESTATED BYLAWS OF TARGET HOSPITALITY CORP. November 21, 2025 ARTICLE 1 STOCKHOLDERS Section 1.1             Place of Meetings. Meetings of stockholders of Target Hospitality Corp., a Delaware corporation (the “Corporation”), shall be held at the place, either within or without the State of Delaware, as may be designated by the Board of Directors of the Corporation (t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 21, 2025 TARGET HOSPITAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 21, 2025 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 17, 2025 TARGET HOSPITAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 17, 2025 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38343

Target Hospitality Announces Third Quarter 2025 Results with Continued Execution on Strategic Growth Initiatives and Expanding End-Market Demand

Target Hospitality Announces Third Quarter 2025 Results with Continued Execution on Strategic Growth Initiatives and Expanding End-Market Demand THE WOODLANDS, Texas, November 6, 2025 (PRNewswire) – Target Hospitality Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 6, 2025 TARGET HOSPITALI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 6, 2025 TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other jurisdiction of incorporation) (Commissi

144

144 0001765471 XXXXXXXX LIVE 0001712189 Target Hospitality Corp. 001-38343 9320 LAKESIDE BLVD. SUITE 300 THE WOODLANDS TX 77381 832 709-2563 Lewis Heidi Diane Officer COMMON CHARLES SCHWAB CORP 3000 SCHWAB WAY WESTLAKE TX 76262 43712 262436.00 99778797 09/22/2025 NASDAQ COMMON 02/24/2023 RESTRICTED STOCK ISSUER N 43712 02/24/2023 N/A Y Shares acquired on various dates between 2/24/23 and 5/21/23.

144

144 0001763047 XXXXXXXX LIVE 0001712189 Target Hospitality Corp. 001-38343 9320 LAKESIDE BLVD. SUITE 300 THE WOODLANDS TX 77381 832 709-2563 Schrenk Troy C. Officer Common Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917 49344 423352.22 99778797 09/18/2025 NASDAQ Common 06/30/2025 Restricted Stock Vesting Issuer N 49344 06/30/2025 Compensation Y 09/18/2025 06/20/2025 /s/Wade Mo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 16, 2025 TARGET HOSPITA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 16, 2025 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2025 TARGET HOSPITALITY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2025 TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other jurisdiction of incorporation) (Commission

Target Hospitality Announces Second Quarter 2025 Results and Raises Full-Year 2025 Outlook, Reflecting Continued Progress on Strategic Diversification Initiatives

Exhibit 99.1 Target Hospitality Announces Second Quarter 2025 Results and Raises Full-Year 2025 Outlook, Reflecting Continued Progress on Strategic Diversification Initiatives THE WOODLANDS, Texas, August 7, 2025 (PRNewswire) – Target Hospitality Corp. (“Target Hospitality”, “Target” or the “Company”) (NASDAQ: TH), one of North America’s largest providers of vertically-integrated modular accommoda

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38343 TARG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 18, 2025 TARGET HOSPITALITY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 18, 2025 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction of In

As filed with the U.S. Securities and Exchange Commission on May 23, 2025

As filed with the U.S. Securities and Exchange Commission on May 23, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 98-1378631 (State or other jurisdiction of incorporation or organization) (I.R

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Target Hospitality Corp.

Form of Restricted Stock Unit Agreement (Non-Employee Directors).

Exhibit 10.1 Execution Version FORM OF RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of May 22, 2025 (the “Grant Date”) by and between Target Hospitality Corp., a Delaware corporation (the “Company”), and [DIRECTOR NAME] (the “Participant”). This Agreement is being entered into pursuant to the Target H

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2025 (May 22, 2025) TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other jurisdiction of incorporation

Employment Agreement with Mark Schuck

Exhibit 10.1 Execution Version EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Target Logistics Management, LLC, a Massachusetts limited liability company (the “Employer”), and Mark Schuck, an individual (the “Executive”). WHEREAS, the Employer and the Executive desire to enter into this Agreement to set out the terms and conditions for the employment re

Target Hospitality Reports First Quarter 2025 Results with Continued Focus on Pursuing Strong Strategic Growth Pipeline

Exhibit 99.1 Target Hospitality Reports First Quarter 2025 Results with Continued Focus on Pursuing Strong Strategic Growth Pipeline THE WOODLANDS, Texas, May 19, 2025 (PRNewswire) – Target Hospitality Corp. (“Target Hospitality”, “Target” or the “Company”) (NASDAQ: TH), one of North America’s largest providers of vertically-integrated modular accommodations and value-added hospitality services, t

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2025 TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38343 TAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2025 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Perio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 6, 2025 TARGET HOSPITALITY CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 6, 2025 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction of Inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential for Use of the Commission Only (as permitted by Rule 14s-6(e)(2)) ¨ Definit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Def

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19MAR202017133202 | ANNUAL REPORT 2024 2024 Annual Report ABOUT TARGET HOSPITALITY Target Hospitality Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38343 TARGET H

Employment Agreement with Brendan Dowhaniuk.

Exhibit 10.54 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Target Logistics Management, LLC, a Massachusetts limited liability company (the “Employer”), and Brendan Dowhaniuk, an individual (the “Executive”). WHEREAS, the Employer and the Executive desire to enter into this Agreement to set out the terms and conditions for the employment relationship

2025 Executive Performance Stock Unit Agreement with Jason Vlacich

Exhibit 10.18 Execution Version 2025 EXECUTIVE PERFORMANCE STOCK UNIT AGREEMENT This Performance Stock Unit Agreement (this “Agreement”) is made and entered into as of February 27, 2025 (the “Grant Date”) by and between Target Hospitality Corp., a Delaware corporation (the “Company”), and Jason Vlacich (the “Participant”). This Agreement is being entered into pursuant to the Target Hospitality Cor

Target Hospitality Reports Strong 2024 Results with Continued Focus on Advancing Strategic Diversification and Growth Opportunities

Target Hospitality Reports Strong 2024 Results with Continued Focus on Advancing Strategic Diversification and Growth Opportunities THE WOODLANDS, Texas, March 26, 2025 (PRNewswire) – Target Hospitality Corp.

Description of the Company’s Securities

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF CAPITAL STOCK The following description of the common stock, preferred stock, certificate of incorporation and by-laws of Target Hospitality Corp. (“Target Hospitality”) is a summary only and is subject to the complete text of Target Hospitality’s certifica

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2025 TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other jurisdiction of incorporation) (Commission

Subsidiaries of the registrant

Exhibit 21.1 List of Subsidiaries Name Jurisdiction Topaz Holdings LLC Delaware Arrow Bidco, LLC Delaware RL Signor Holdings LLC Delaware Target Logistics Management LLC Massachusetts TLM Equipment, LLC Delaware US Iron Bidco, LLC Delaware Chard Camp Catering Services Ltd. Canada (Alberta) Target Management Canada, Ltd. Canada (British Columbia) Target Hospitality Canada Inc. Canada (Ontario) TL P

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 25, 2025 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction of I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Pe

Target Hospitality Announces 5-year Contract Award Reactivating South Texas Assets

Exhibit 99.1 Target Hospitality Announces 5-year Contract Award Reactivating South Texas Assets THE WOODLANDS, Texas, March 6, 2025 (PRNewswire) - Target Hospitality Corp. ("Target Hospitality", "Target" or the "Company") (Nasdaq: TH), one of North America's largest providers of vertically integrated modular accommodations and value-added hospitality services, today announced it has entered into a

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 6, 2025 TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other jurisdiction of incorporation) (Commission

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2025 (February 24, 2025) TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other jurisdiction of inc

Fourth Amendment to the ABL Credit Agreement, dated as of February 24, 2025, by and among Arrow Bidco, LLC, the other Loan Parties party thereto, Bank of America, N.A. as administrative agent for itself and the other Secured Parties and each of the Revolver Lenders party thereto.

Exhibit 10.1 Execution Version FOURTH AMENDMENT TO THE ABL CREDIT AGREEMENT This Fourth Amendment to the ABL Credit Agreement (this “Amendment”) is dated as of February 25, 2025 and is entered into by and among Arrow Bidco, LLC, a Delaware limited liability company (the “Administrative Borrower”), Topaz Holdings LLC, a Delaware limited liability company (“Holdings”), the other Loan Parties party h

2025 Executive Performance Stock Unit Agreement with James B. Archer

Exhibit 10.5 Execution Version 2025 EXECUTIVE PERFORMANCE STOCK UNIT AGREEMENT This Performance Stock Unit Agreement (this “Agreement”) is made and entered into as of February 27, 2025 (the “Grant Date”) by and between Target Hospitality Corp., a Delaware corporation (the “Company”), and James B. Archer (the “Participant”). This Agreement is being entered into pursuant to the Target Hospitality Co

Form of 2025 Executive Restricted Stock Unit Agreement

Exhibit 10.3 Execution Version 2025 EXECUTIVE RESTRICTED STOCK UNIT AGREEMENT This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of [DATE], 2025 (the “Grant Date”) by and between Target Hospitality Corp., a Delaware corporation (the “Company”), and [EXECUTIVE NAME] (the “Participant”). This Agreement is being entered into pursuant to the Target Hospitality Corp. 20

Form of 2025 Executive Performance Stock Unit Agreement

Exhibit 10.4 Execution Version 2025 EXECUTIVE PERFORMANCE STOCK UNIT AGREEMENT This Performance Stock Unit Agreement (this “Agreement”) is made and entered into as of February 27, 2025 (the “Grant Date”) by and between Target Hospitality Corp., a Delaware corporation (the “Company”), and [EXECUTIVE NAME] (the “Participant”). This Agreement is being entered into pursuant to the Target Hospitality C

2025 Executive Performance Stock Unit Agreement with Jason P. Vlacich

Exhibit 10.6 Execution Version 2025 EXECUTIVE PERFORMANCE STOCK UNIT AGREEMENT This Performance Stock Unit Agreement (this “Agreement”) is made and entered into as of February 27, 2025 (the “Grant Date”) by and between Target Hospitality Corp., a Delaware corporation (the “Company”), and Jason Vlacich (the “Participant”). This Agreement is being entered into pursuant to the Target Hospitality Corp

Fifth Amendment to the ABL Credit Agreement, dated as of February 27, 2025, by and among Arrow Bidco, LLC, the other Loan Parties party thereto, Bank of America, N.A. as administrative agent for itself and the other Secured Parties and each of the Revolver Lenders party thereto.

Exhibit 10.2 Execution Version FIFTH AMENDMENT TO THE ABL CREDIT AGREEMENT This Fifth Amendment to the ABL Credit Agreement (this “Amendment”) is dated as of February 27, 2025 and is entered into by and among Arrow Bidco, LLC, a Delaware limited liability company (the “Administrative Borrower”), Topaz Holdings LLC, a Delaware limited liability company (“Holdings”), the other Loan Parties party her

Target Hospitality Provides Update on Pecos Children’s Center Contract

Exhibit 99.1 Target Hospitality Provides Update on Pecos Children’s Center Contract THE WOODLANDS, Texas, February 24, 2025 (PRNewswire) - Target Hospitality Corp. ("Target Hospitality", "Target" or the "Company") (Nasdaq: TH), one of North America's largest providers of vertically integrated modular accommodations and value-added hospitality services, received notice that the U.S. government inte

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 24, 2025 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction o

Target Hospitality Announces Multi-Year Workforce Hub Contract Advancing Strategic Diversification and Regional Network Expansion

Exhibit 99.1 Target Hospitality Announces Multi-Year Workforce Hub Contract Advancing Strategic Diversification and Regional Network Expansion THE WOODLANDS, Texas, February 18, 2025 (PRNewswire) - Target Hospitality Corp. ("Target Hospitality", "Target" or the "Company") (Nasdaq: TH), one of North America's largest providers of vertically integrated modular accommodations and value-added hospital

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 18, 2025 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction o

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 22, 2024 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction o

Target Hospitality Announces Pecos Children’s Center Contract Extension, Reaffirms 2024 Financial Outlook and Enhances Strategic Capabilities

Exhibit 99.1 Target Hospitality Announces Pecos Children’s Center Contract Extension, Reaffirms 2024 Financial Outlook and Enhances Strategic Capabilities THE WOODLANDS, Texas, November 18, 2024 (PRNewswire) – Target Hospitality Corp. (“Target Hospitality”, “Target” or the “Company”) (NASDAQ: TH), one of North America’s largest providers of vertically integrated modular accommodations and value-ad

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 18, 2024 TARGET HOSPITAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 18, 2024 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38343

Target Hospitality Reports Impressive Third Quarter 2024 Results Supported by Strong Business Fundamentals

Exhibit 99.1 Target Hospitality Reports Impressive Third Quarter 2024 Results Supported by Strong Business Fundamentals THE WOODLANDS, Texas, November 12, 2024 (PRNewswire) – Target Hospitality Corp. (“Target Hospitality”, “Target” or the “Company”) (NASDAQ: TH), one of North America’s largest providers of vertically-integrated modular accommodations and value-added hospitality services, today rep

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2024 TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other jurisdiction of incorporation) (Commiss

Fourth Amended and Restated Bylaws of Target Hospitality Corp. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 31, 2024).

Exhibit 3.1 FOURTH AMENDED AND RESTATED BYLAWS OF TARGET HOSPITALITY CORP. October 30, 2024 ARTICLE 1 STOCKHOLDERS Section 1.1        Place of Meetings. Meetings of stockholders of Target Hospitality Corp., a Delaware corporation (the “Corporation”), shall be held at the place, either within or without the State of Delaware, as may be designated by the Board of Directors of the Corporation (the “B

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2024 (October 30, 2024) TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other jurisdiction of incor

Target Hospitality Provides Business Update - Target Hospitality Board Disbands Special Committee - - Target Hospitality to Reinvigorate Focus on Allocating Capital to High Return Initiatives, Including In-Organic Growth - - Reaffirms 2024 Outlook Gi

EX-99.1 2 tm2424660d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Target Hospitality Provides Business Update - Target Hospitality Board Disbands Special Committee - - Target Hospitality to Reinvigorate Focus on Allocating Capital to High Return Initiatives, Including In-Organic Growth - - Reaffirms 2024 Outlook Given Strength of Year-to-Date Operating Results - THE WOODLANDS, Texas, September 25, 2024 (P

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 25, 2024 TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other jurisdiction of incorporation) (Commis

Target Hospitality Reports Impressive Second Quarter 2024 Results with Continued Strong Operational Performance

Exhibit 99.1 Target Hospitality Reports Impressive Second Quarter 2024 Results with Continued Strong Operational Performance THE WOODLANDS, Texas, August 7, 2024 (PRNewswire) – Target Hospitality Corp. (“Target Hospitality”, “Target” or the “Company”) (NASDAQ: TH), one of North America’s largest providers of vertically-integrated modular accommodations and value-added hospitality services, today r

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2024 TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38343 TARG

Target Hospitality Provides Revised 2024 Outlook and Business Update Supported by Strength of Financial Position

Exhibit 99.1 Target Hospitality Provides Revised 2024 Outlook and Business Update Supported by Strength of Financial Position THE WOODLANDS, Texas, June 27, 2024 (PRNewswire) – Target Hospitality Corp. (“Target Hospitality”, “Target” or the “Company”) (NASDAQ: TH), one of North America’s largest providers of vertically integrated modular accommodations and value-added hospitality services, today p

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 27, 2024 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction of In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 11, 2024 (June 10, 2024) TAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 11, 2024 (June 10, 2024) TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Ju

Target Hospitality Provides Update on South Texas Family Residential Center Located in Dilley Texas

Exhibit 99.1 Target Hospitality Provides Update on South Texas Family Residential Center Located in Dilley Texas THE WOODLANDS, Texas, June 10, 2024 (PRNewswire) – Target Hospitality Corp. (“Target Hospitality”, “Target” or the “Company”) (NASDAQ: TH), one of North America’s largest providers of vertically integrated modular accommodations and value-added hospitality services, today received notic

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 24, 2024 (May 23, 2024) TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Juri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38343 TAR

Target Hospitality Reports Strong First Quarter 2024 Results Centered on Strength of Core Service Offering Further Enhancing Financial Position

Exhibit 99.1 Target Hospitality Reports Strong First Quarter 2024 Results Centered on Strength of Core Service Offering Further Enhancing Financial Position THE WOODLANDS, Texas, May 8, 2024 (PRNewswire) – Target Hospitality Corp. (“Target Hospitality”, “Target” or the “Company”) (NASDAQ: TH), one of North America’s largest providers of vertically-integrated modular accommodations and value-added

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2024 TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

ARS

19MAR202017133202 | ANNUAL REPORT 2023 2023 Annual Report ABOUT TARGET HOSPITALITY Target Hospitality Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 2 ff3192079ex991-target.htm Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G in respect of the Common Stock of Target Hospitality Corp. is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersi

TH / Target Hospitality Corp. / Conversant Capital LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Target Hospitality Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 87615L107 (CUSIP Number) March 25, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

Joint Filing Agreement

EX-99.1 Exhibit 1 Joint Filing Agreement In accordance with Rule 13(d)-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13D and to all amendments to such statement. This statement on Schedule 13D is filed by TDR Capital LLP, TDR Capital II Investments L.P., Arrow Holdings S.à r.l.,

21

EX-99.2 Exhibit 2 Arrow Holdings S.à r.l. 20 rue Eugene Ruppert Luxembourg L-2453 March 25, 2024 Board of Directors Target Hospitality Corp. 2170 Buckthorne Place, Suite 440 The Woodlands, TX 77380 Dear Members of the Board of Directors: Arrow Holdings S.à r.l. (“Arrow”) is pleased to submit this non-binding proposal to acquire all of the outstanding shares of common stock of Target Hospitality Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 25, 2024 TARGET HOSPITALITY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 25, 2024 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction of I

Target Hospitality Receives Buyout Offer from TDR Capital

Exhibit 99.1 Target Hospitality Receives Buyout Offer from TDR Capital THE WOODLANDS, Texas, March 25, 2024 (PRNewwire) – Target Hospitality Corp. (“Target Hospitality”, “Target” or the “Company”) (NASDAQ: TH), one of North America’s largest providers of vertically integrated modular accommodations and value-added hospitality services, today announced that the Board of Directors of Target Hospital

TH / Target Hospitality Corp. / TDR Capital II Investments LP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Amendment No. 4 Target Hospitality Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 87615L 107 (CUSIP Number) David M. Klein, P.C. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 (212) 446-4800 (N

Securities Trading Policy of Target Hospitality Corp.

Exhibit 19 FIRST AMENDED AND RESTATED SECURITIES TRADING POLICY PURPOSE The Board of Directors (the “Board”) of Target Hospitality Corp.

Compensation Recovery Policy of Target Hospitality Corp.

Exhibit 97 TARGET HOSPITALITY CORP. COMPENSATION RECOVERY POLICY (Adopted as of September 7, 2023) The Board of Directors (the “Board”) of Target Hospitality Corp. (the “Company”), has adopted this policy (this “Policy”), which provides for the recovery of erroneously awarded Incentive-based Compensation (as defined below) from current and former executive officers in the event of an Accounting Re

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 2024 TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other jurisdiction of incorporation) (Commission

Target Hospitality Reports Impressive 2023 Results Further Strengthening Financial Position Focused on Value Enhancing Capital Allocation Opportunities

EX-99.1 2 th-20240313xex99d1.htm EX-99.1 Exhibit 99.1 Target Hospitality Reports Impressive 2023 Results Further Strengthening Financial Position Focused on Value Enhancing Capital Allocation Opportunities THE WOODLANDS, Texas, March 13, 2024 (PRNewswire) – Target Hospitality Corp. (“Target Hospitality”, “Target” or the “Company”) (NASDAQ: TH), one of North America’s largest providers of verticall

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38343 TARGET H

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2 ) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 5, 2024 (January 22, 2024) TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-13

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 5, 2024 (February 29, 2024) TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Othe

Amended and Restated Employment Agreement with Heidi D. Lewis (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on March 5, 2024).

Exhibit 10.4 Execution Version AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Target Logistics Management, LLC, a Massachusetts limited liability company (the “Employer”), and Heidi Diane Lewis, an individual (the “Executive”), is entered into as of February 29, 2024 (the “Effective Date”). WHEREAS, the Employer

Amended and Restated Employment Agreement with James B. Archer (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on March 5, 2024).

Exhibit 10.3 Execution Version AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Target Logistics Management, LLC, a Massachusetts limited liability company (the “Employer”), and James Bradley Archer, an individual (the “Executive”), is entered into as of February 29, 2024 (the “Effective Date”). WHEREAS, the Emplo

Amended and Restated Employment Agreement with Troy Schrenk (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K/A, filed with the SEC on March 5, 2024).

Exhibit 10.2 Execution Version AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Target Logistics Management, LLC, a Massachusetts limited liability company (the “Employer”), and Troy Schrenk, an individual (the “Executive”), is entered into as of February 29, 2024 (the “Effective Date”). WHEREAS, the Employer and

Amended and Restated Employment Agreement with Jason Vlacich (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A, filed with the SEC on March 5, 2024).

Exhibit 10.1 Execution Version AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Target Logistics Management, LLC, a Massachusetts limited liability company (the “Employer”), and Jason Vlacich, an individual (the “Executive”), is entered into as of February 29, 2024 (the “Effective Date”). WHEREAS, the Employer and

Form of 2024 Executive Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on March 5, 2024).

Exhibit 10.2 Execution Version FORM OF 2024 EXECUTIVE PERFORMANCE STOCK UNIT AGREEMENT This Performance Stock Unit Agreement (this “Agreement”) is made and entered into as of February 29, 2024 (the “Grant Date”) by and between Target Hospitality Corp., a Delaware corporation (the “Company”), and [EXECUTIVE NAME] (the “Participant”). This Agreement is being entered into pursuant to the Target Hospi

Form of 2024 Executive Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 5, 2024).

Exhibit 10.1 Execution Version FORM OF 2024 EXECUTIVE RESTRICTED STOCK UNIT AGREEMENT This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of February 29, 2024 (the “Grant Date”) by and between Target Hospitality Corp., a Delaware corporation (the “Company”), and [EXECUTIVE NAME] (the “Participant”). This Agreement is being entered into pursuant to the Target Hospita

Target Hospitality Announces Appointment of John C. Dorman to Board of Directors

Exhibit 99.1 Target Hospitality Announces Appointment of John C. Dorman to Board of Directors THE WOODLANDS, Texas, February 20, 2024 (PRNewswire) - Target Hospitality Corp. ("Target Hospitality," "Target" or the "Company") (Nasdaq: TH), one of North America's largest providers of vertically integrated modular accommodations and value-added hospitality services today announced the appointment of M

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 20, 2024 (February 16, 2024) TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or

TH / Target Hospitality Corp. / Private Capital Management, LLC - AMENDMENT NO. 2 Passive Investment

SC 13G/A 1 th25240sc13ga2.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Target Hospitality Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 87615L107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate

Separation Agreement and Release, dated as of January 25, 2024, by and between Target Logistics Management, LLC and Eric T. Kalamaras

Exhibit 10.1 Execution Version SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (“Agreement”) is entered into by and between Target Logistics Management, LLC (the “Company”) and Eric T. Kalamaras (“Employee”), effective as of the Effective Date (as defined below). Employee and the Company will be referred to as “Party” in the singular and “Parties” in the plural. RECITALS WHE

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 29, 2024 (January 22, 2024) TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other j

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 23, 2024 (January 22, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 23, 2024 (January 22, 2024) TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Ot

Target Hospitality Announces Senior Level Promotions

Exhibit 99.1 Target Hospitality Announces Senior Level Promotions • Promotes Jason Vlacich to Chief Financial Officer & Chief Accounting Officer • Promotes Troy Schrenk to Senior Executive Vice President Operations & Chief Commercial Officer • Reaffirms Full Year 2023 and Preliminary 2024 Financial Outlook THE WOODLANDS, Texas, January 23, 2024 (PRNewswire) – Target Hospitality Corp. ("Target Hosp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 13, 2023 (December 11, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 13, 2023 (December 11, 2023) TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or

Target Hospitality Announces Details of $3.3 Billion Contract Award for Pecos Humanitarian Community

Exhibit 99.1 Target Hospitality Announces Details of $3.3 Billion Contract Award for Pecos Humanitarian Community THE WOODLANDS, Texas, December 13, 2023 (PRNewswire) - Target Hospitality Corp. ("Target Hospitality," "Target" or the "Company") (Nasdaq: TH), one of North America's largest providers of vertically integrated modular accommodations and value-added hospitality services, today announced

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 24, 2023 TARGET HOSPITAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 24, 2023 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction o

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 21, 2023 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 15, 2023 (November 9, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 15, 2023 (November 9, 2023) TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or O

Target Hospitality Reports Impressive Third Quarter 2023 Results and Announces Contract Award for Pecos Humanitarian Community

Target Hospitality Reports Impressive Third Quarter 2023 Results and Announces Contract Award for Pecos Humanitarian Community THE WOODLANDS, Texas, November 8, 2023 (PRNewswire) – Target Hospitality Corp.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2023 TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38343

First Supplemental Indenture, dated as of November 1, 2023, by and between Arrow Bidco, LLC and Deutsche Bank Trust Company Americas, as trustee and collateral agent.

Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE This FIRST SUPPLEMENTAL INDENTURE, dated as of November 1, 2023 (this “Supplemental Indenture”), by and among ARROW BIDCO, LLC, a Delaware limited liability company (the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral

Indenture, dated November 1, 2023, by and among Arrow Bidco, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 3, 2023).

Exhibit 4.1 ARROW BIDCO, LLC as Issuer and THE GUARANTORS PARTY HERETO ———————————————— 10.75% SENIOR SECURED NOTES DUE 2025 ———————————————— INDENTURE DATED AS OF NOVEMBER 1, 2023 ———————————————— DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee and Collateral Agent TABLE OF CONTENTS Clause Page Article I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Defi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 3, 2023 (October 31, 2023) TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other jurisdiction of incor

Third Amended and Restated Bylaws of Target Hospitality Corp. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 3, 2023).

Exhibit 3.1 THIRD AMENDED AND RESTATED BYLAWS OF TARGET HOSPITALITY CORP. October 31, 2023 ARTICLE 1 STOCKHOLDERS Section 1.1             Place of Meetings. Meetings of stockholders of Target Hospitality Corp., a Delaware corporation (the “Corporation”), shall be held at the place, either within or without the State of Delaware, as may be designated by the Board of Directors of the Corporation (th

Arrow Bidco, LLC Announces Settlement of the Exchange Offer and Consent Solicitation in respect of its Senior Secured Notes; Further Optimizing Financial Flexibility and Liquidity Profile

Exhibit 99.1 Arrow Bidco, LLC Announces Settlement of the Exchange Offer and Consent Solicitation in respect of its Senior Secured Notes; Further Optimizing Financial Flexibility and Liquidity Profile THE WOODLANDS, Texas—November 1, 2023—Arrow Bidco, LLC (the “Issuer”), a Delaware limited liability company and an indirect subsidiary of Target Hospitality Corp. (“Target Hospitality”, “Target”, or

Third Amendment to the ABL Credit Agreement, dated October 12, 2023, by and among Arrow Bidco, LLC, Topaz Holdings LLC, the other Loan Parties party thereto, the Incremental Revolver Lenders party and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 13, 2023).

  Exhibit 10.1   Execution Version   THIRD AMENDMENT TO THE ABL CREDIT AGREEMENT   This Third Amendment to the ABL Credit Agreement (this “Amendment”) is dated as of October 12, 2023 and is entered into by and among Arrow Bidco, LLC, a Delaware limited liability company (the “Administrative Borrower”), Topaz Holdings LLC, a Delaware limited liability company (“Holdings”), the other Loan Parties pa

Target Hospitality Expands Credit Facility; Significantly Increasing Liquidity Profile

Exhibit 99.1 Target Hospitality Expands Credit Facility; Significantly Increasing Liquidity Profile THE WOODLANDS, Texas, October 12, 2023 (PRNewswire) – Target Hospitality Corp. (“Target Hospitality”, “Target” or the “Company”) (NASDAQ: TH), one of North America’s largest providers of vertically integrated modular accommodations and value-added hospitality services, announced today that it has in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 13, 2023 (October 12, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 13, 2023 (October 12, 2023) TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other jurisdiction of incor

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 11, 2023 (August 10, 2023) TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Othe

Second Amendment to the ABL Credit Agreement, dated August 10, 2023, by and among Arrow Bidco, LLC, Topaz Holdings LLC, the other Loan Parties thereto, Bank of America, N.A. as administrative agent, collateral agent and swingline lender each Fronting Bank party thereto and each of the New Revolver Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 11, 2023).

Exhibit 10.1 Execution Version SECOND AMENDMENT TO THE ABL CREDIT AGREEMENT This Second Amendment to the ABL Credit Agreement (this “Amendment”) is dated as of August 10, 2023 and is entered into by and among Arrow Bidco, LLC, a Delaware limited liability company (the “Administrative Borrower”), Topaz Holdings LLC, a Delaware limited liability company (“Holdings”), the other Loan Parties party her

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38343 TARG

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2023 TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other jurisdiction of incorporation) (Commission

Target Hospitality Reports Record Setting Second Quarter 2023 Results and Expands Strategic Partnerships to Pursue Growing Humanitarian Demand

Target Hospitality Reports Record Setting Second Quarter 2023 Results and Expands Strategic Partnerships to Pursue Growing Humanitarian Demand THE WOODLANDS, Texas, August 9, 2023 (PRNewswire) – Target Hospitality Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 21, 2023 TARGET HOSPITALITY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 21, 2023 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction of In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 20, 2023 (June 14, 2023) TAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 20, 2023 (June 14, 2023) TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Ju

Target Hospitality Announces Appointment of Alejandro Hernandez to Board of Directors

Exhibit 99.1 Target Hospitality Announces Appointment of Alejandro Hernandez to Board of Directors THE WOODLANDS, Texas, June 20, 2023 (PRNewswire) - Target Hospitality Corp. ("Target Hospitality," "Target" or the "Company") (Nasdaq: TH), one of North America's largest providers of vertically integrated modular accommodations and value-added hospitality services, advances its strategic diversifica

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 19, 2023 (May 18, 2023) TARGE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 19, 2023 (May 18, 2023) TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Juri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38343 TAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2023 TARGET HOSPITALITY CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2023 TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 9, 2023 TARGET HOSPITALITY CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 9, 2023 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction of Inco

Target Hospitality Reports Strong First Quarter 2023 Results with Sustained Business Momentum and Continued Achievement of Strategic Objectives

Target Hospitality Reports Strong First Quarter 2023 Results with Sustained Business Momentum and Continued Achievement of Strategic Objectives THE WOODLANDS, Texas, May 9, 2023 (PRNewswire) – Target Hospitality Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 tm231777d2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

ARS

19MAR202017133202 | ANNUAL REPORT 2022ABOUT TARGET HOSPITALITY Target Hospitality Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38343 TARGET H

Target Hospitality Announces Record Setting 2022 Results and Achieves Significant Milestone Towards Multiyear Contract Award for Expanded Humanitarian Community

Target Hospitality Announces Record Setting 2022 Results and Achieves Significant Milestone Towards Multiyear Contract Award for Expanded Humanitarian Community THE WOODLANDS, Texas, March 10, 2023 (PRNewswire) – Target Hospitality Corp.

Subsidiaries of the registrant

Exhibit 21.1 List of Subsidiaries Name Jurisdiction Topaz Holdings LLC Delaware Arrow Bidco, LLC Delaware RL Signor Holdings LLC Delaware Target Logistics Management LLC Massachusetts TLM Equipment, LLC Delaware US Iron Bidco, LLC Delaware Chard Camp Catering Services Ltd. Canada (Alberta) Target Management Canada, Ltd. Canada (British Columbia) TL Proveeduria Y Servicios de rl de cv Mexico (The F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2023 TARGET HOSPITALITY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2023 TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other jurisdiction of incorporation) (Commission

10.2 Form of 2023 Executive Performance Stock Unit Agreement

Exhibit 10.2 FORM OF 2023 EXECUTIVE PERFORMANCE STOCK UNIT AGREEMENT This Performance Stock Unit Agreement (this “Agreement”) is made and entered into as of , 2023 (the “Grant Date”) by and between Target Hospitality Corp., a Delaware corporation (the “Company”), and [EXECUTIVE NAME] (the “Participant”). This Agreement is being entered into pursuant to the Target Hospitality Corp. 2019 Incentive A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 6, 2023 (February 28, 2023)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 6, 2023 (February 28, 2023) TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Othe

10.1 Form of 2023 Executive Restricted Stock Unit Agreement

Exhibit 10.1 FORM OF 2023 EXECUTIVE RESTRICTED STOCK UNIT AGREEMENT This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of , 2023 (the “Grant Date”) by and between Target Hospitality Corp., a Delaware corporation (the “Company”), and [EXECUTIVE NAME] (the “Participant”). This Agreement is being entered into pursuant to the Target Hospitality Corp. 2019 Incentive Awa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 15, 2023 TARGET HOSPITAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 15, 2023 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction o

Target Hospitality Extends Credit Facility Providing Financial Flexibility to Execute Growth Strategy

EX-99.1 2 exhibit99-1.htm PRESS RELEASE Exhibit 99.1 Target Hospitality Extends Credit Facility Providing Financial Flexibility to Execute Growth Strategy THE WOODLANDS, Texas, February 15, 2023 (PRNewswire) – Target Hospitality Corp. (“Target Hospitality”, “Target” or the “Company”) (NASDAQ: TH), one of North America’s largest providers of vertically integrated modular accommodations and value-ad

TH / Target Hospitality Corp / Private Capital Management, LLC - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 p113230sc13ga1.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Target Hospitality Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 87615L107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 2, 2023 (February 1, 2023) TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other jurisdiction of incor

First Amendment to the ABL Credit Agreement, dated February 1, 2023, by and among Arrow Bidco, LLC, Topaz Holdings LLC, the other Loan Parties thereto, Bank of America, N.A. as administrative agent, collateral agent and swingline lender each Fronting Bank party thereto and each of the New Revolver Lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 2, 2023).

Exhibit 10.1 Execution Version FIRST AMENDMENT TO THE ABL CREDIT AGREEMENT This First Amendment to the ABL Credit Agreement (this “Amendment”) is dated as of February 1, 2023 and is entered into by and among Arrow Bidco, LLC, a Delaware limited liability company (the “Administrative Borrower”), Topaz Holdings LLC, a Delaware limited liability company (“Holdings”), the other Loan Parties party here

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) TARGET HOSPITALITY CORP. (Name of Subject Company a

SC TO-I/A 1 tm2230280-6sctoia.htm SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) TARGET HOSPITALITY CORP. (Name of Subject Company and Filing Person (Issuer)) Warrants to Purchase Common Stock (Title of Class of Securities) 87615L115 (CUS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) TARGET HOSPITALITY CORP. (Name of Subject Company a

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION? WASHINGTON, D.C. 20549 ? SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) ? TARGET HOSPITALITY CORP.? (Name of Subject Company and Filing Person (Issuer)) Warrants to Purchase Common Stock (Title of Class of Securities) 87615L115 (CUSIP Number of Class of Securities

Target Hospitality Corp. Offer to Exchange Warrants to Purchase Common Stock Target Hospitality Corp. Common Stock of Target Hospitality Corp. THE OFFER PERIOD (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON DECEM

TABLE OF CONTENTS ?Filed pursuant to Rule 424(b)(3)? ?Registration Statement No. 333-268474? PROSPECTUS/OFFER TO EXCHANGE Target Hospitality Corp. Offer to Exchange Warrants to Purchase Common Stock of Target Hospitality Corp. for Common Stock of Target Hospitality Corp. THE OFFER PERIOD (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON DECEMBER 16, 2022, OR SUCH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 28, 2022 TARGET HOSPITAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 28, 2022 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction o

Target Hospitality Corp. 9320 Lakeside Boulevard, Suite 300 The Woodlands, TX 77381

Target Hospitality Corp. 9320 Lakeside Boulevard, Suite 300 The Woodlands, TX 77381 November 28, 2022 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Nana McLean Ruairi Regan Re: Target Hospitality Corp. Registration Statement on Form S-4 (File No. 333-268474) Ladies and Gentlemen: On behalf of Target Hospitality Corp.

LETTER

United States securities and exchange commission logo November 23, 2022 James B. Archer President and Chief Executive Officer Target Hospitality Corp. 9320 Lakeside Boulevard, Suite 300 The Woodlands, TX 77381 Re: Target Hospitality Corp. Registration Statement on Form S-4 Filed November 18, 2022 File No. 333-268474 Dear James B. Archer: This is to advise you that we have not reviewed and will not

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

? ?Exhibit 99.3? LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offer To Exchange Warrants to Acquire Shares of Common Stock of TARGET HOSPITALITY CORP.? for Shares of Common Stock of Target Hospitality Corp. ? ? THE OFFER (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN TIME ON DECEMBER 16, 2022, OR SUCH LATER TIME AND DATE TO WHICH WE

Tender and Support Agreement, dated as of November 18, 2022, by and between the Company and the Supporting Warrant holders

Exhibit 10.42 TENDER AND SUPPORT AGREEMENT TENDER AND SUPPORT AGREEMENT (this ?Agreement?) dated as of November 18, 2022 by and among Target Hospitality Corp., a Delaware corporation, (the ?Company?), and each of the persons listed on Schedule A hereto (collectively, the ?Warrant Holders,? and each a ?Warrant Holder?). W I T N E S S E T H: WHEREAS, as of the date hereof, the Company has outstandin

Form of Notice of Guaranteed Delivery

? ?Exhibit 99.2? NOTICE OF GUARANTEED DELIVERY OF WARRANTS OF TARGET HOSPITALITY CORP. Pursuant to the Prospectus/Offer to Exchange dated November 18, 2022 This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (as defined below) if: ? the procedure for book-entry transfer cannot be completed on a timely basis, or ? ? time will not permit all

Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

? ?Exhibit 99.4? LETTER TO CLIENTS OF BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offer To Exchange Warrants to Acquire Shares of Common Stock of TARGET HOSPITALITY CORP. for Shares of Common Stock of Target Hospitality Corp. ? ? THE OFFER (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN TIME ON DECEMBER 16, 2022, OR SUCH LATER TIME AND DATE TO

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Target Hospitality Corp.

Calculation of Filing Fee Tables Schedule TO (Form Type) Target Hospitality Corp. (Exact Name of Registrant as Specified in its Charter) Table 1-Transaction Valuation Transaction Valuation(1) Fee Rate Amount of Filing Fee(2) Fees to Be Paid $ 75,821,

Exhibit 107 Calculation of Filing Fee Tables Schedule TO (Form Type) Target Hospitality Corp.

As filed with the Securities and Exchange Commission on November 18, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 18, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 TARGET HOSPITALITY CORP. (Name of Subject Company and Filing Person (

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION? WASHINGTON, D.C. 20549 ? SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ? TARGET HOSPITALITY CORP.? (Name of Subject Company and Filing Person (Issuer)) Warrants to Purchase Common Stock (Title of Class of Securities) 87615L115 (CUSIP Number of Class of Securities) Heidi D. Lewis E

Form of Dealer Manager Agreement.

Exhibit 10.41 TARGET HOSPITALITY CORP. Form of Dealer Manager Agreement New York, New York , 2022 BofA Securities, Inc. One Bryant Park New York, New York 10036 Ladies and Gentlemen: Target Hospitality Corp., a Delaware corporation (the ?Company?), plans to commence an offer (as described in the Prospectus defined below, the ?Exchange Offer?) pursuant to which the Company will offer to the holders

Form of Letter of Transmittal

? ?Exhibit 99.1? LETTER OF TRANSMITTAL Offer To Exchange Warrants to Acquire Shares of Common Stock of TARGET HOSPITALITY CORP. for Shares of Common Stock of Target Hospitality Corp. ? ? THE OFFER (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON DECEMBER 16, 2022, OR SUCH LATER TIME AND DATE TO WHICH WE MAY EXTEND. WARRANTS OF THE COMPANY TENDERED PURSUANT TO TH

Target Hospitality Reports Record Third Quarter 2022 Results, Announces Exclusive 11-year Partnership and Authorizes up to $100 million Stock Repurchase Program

? Target Hospitality Reports Record Third Quarter 2022 Results, Announces Exclusive 11-year Partnership and Authorizes up to $100 million Stock Repurchase Program ? THE WOODLANDS, Texas, November 9, 2022 (PRNewswire) ? Target Hospitality Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38343

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2022 TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-38343 98-1378631 (State or other jurisdiction of incorporatio

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 12, 2022 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction

Target Hospitality Reports Record Second Quarter 2022 Results Driven by Materially Expanded Government Services Demand

EX-99.1 2 th-20220809xex99d1.htm EX-99.1 Target Hospitality Reports Record Second Quarter 2022 Results Driven by Materially Expanded Government Services Demand THE WOODLANDS, Texas, August 9, 2022 (PRNewswire) – Target Hospitality Corp. (“Target Hospitality”, “Target” or the “Company”) (NASDAQ: TH), one of North America’s largest providers of vertically-integrated modular accommodations and value-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2022 TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-38343 98-1378631 (State or other jurisdiction of incorporation)

Form of Executive Performance Stock Unit Agreement (Executives) (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 12, 2022).

Exhibit 10.1 FORM OF EXECUTIVE PERFORMANCE STOCK UNIT AGREEMENT This Performance Stock Unit Agreement (this ?Agreement?) is made and entered into as of July 12, 2022 (the ?Grant Date?) by and between Target Hospitality Corp., a Delaware corporation (the ?Company?), and [EXECUTIVE] (the ?Participant?). This Agreement is being entered into pursuant to the Target Hospitality Corp. 2019 Incentive Awar

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 12, 2022 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction of In

Target Hospitality Raises 2022 Financial Outlook by 53% with a Projected Record $505 Million Annual Revenue

Exhibit 99.1 Target Hospitality Raises 2022 Financial Outlook by 53% with a Projected Record $505 Million Annual Revenue THE WOODLANDS, Texas, July 8, 2022 (PRNewswire) ? Target Hospitality Corp. (?Target Hospitality?, ?Target? or the ?Company?) (NASDAQ: TH), one of North America?s largest providers of vertically integrated modular accommodations and value-added hospitality services, today raised

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 8, 2022 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction of Inc

99.1 Press Release dated July 6, 2022

Exhibit 10.1 Target Hospitality Announces Expanded Partnership with Leading National Nonprofit Supporting Critical Humanitarian Aid Solutions THE WOODLANDS, Texas, July 6, 2022 (PRNewswire) ? Target Hospitality Corp. (?Target Hospitality?, ?Target? or the ?Company?) (NASDAQ: TH), one of North America?s largest providers of vertically integrated modular accommodations and value-added hospitality se

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 6, 2022 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction of Inc

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Target Hospitality Corp.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 25, 2022 (May 24, 2022) TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Juri

As filed with the U.S. Securities and Exchange Commission on May 25, 2022

As filed with the U.S. Securities and Exchange Commission on May 25, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 98-1378631 (State or other jurisdiction of incorporation or organization) (I.R

Executive Performance Stock Unit Agreement, by and between the Target Hospitality Corp. and James B. Archer, dated May 24, 2022 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 25, 2022).

Exhibit 10.1 EXECUTIVE PERFORMANCE STOCK UNIT AGREEMENT This Performance Stock Unit Agreement (this ?Agreement?) is made and entered into as of May 24, 2022 (the ?Grant Date?) by and between Target Hospitality Corp., a Delaware corporation (the ?Company?), and James B. Archer (the ?Participant?). This Agreement is being entered into pursuant to the Target Hospitality Corp. 2019 Incentive Award Pla

Target Hospitality President and CEO Brad Archer Agrees to Remain in Positions Through 2025

Exhibit 99.1 Target Hospitality President and CEO Brad Archer Agrees to Remain in Positions Through 2025 THE WOODLANDS, Texas, May 25, 2022 (PRNewswire) ? Target Hospitality Corp. (?Target Hospitality?, ?Target? or the ?Company?) (NASDAQ: TH), one of North America?s largest providers of vertically-integrated modular accommodations and value-added hospitality services, today announced that Brad Arc

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1 ) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 25, 2022 (February 24, 2022) TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-13

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Target Hospitality Corp. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the SEC on May 23, 2022).

Exhibit 3.1 CERTIFICATE OF AMENDMENT NO. 1 OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TARGET HOSPITALITY CORP. May 19, 2022 Target Hospitality Corp. (the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as amended (the ?DGCL?), DOES HEREBY CERTIFY as follows: FIRST: That the Amended and Restated Certifica

Form of Restricted Stock Unit Agreement (Non-Employee Directors) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 23, 2022).

Exhibit 10.1 FORM OF RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS This Restricted Stock Unit Agreement (this ?Agreement?) is made and entered into as of May 19, 2022 (the ?Grant Date?) by and between Target Hospitality Corp., a Delaware corporation (the ?Company?), and [DIRECTOR NAME] (the ?Participant?). This Agreement is being entered into pursuant to the Target Hospitality Corp. 2

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 23, 2022 (May 19, 2022) TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Juri

Target Hospitality Reports Strong First Quarter 2022 Results Executing on Sustained Business Momentum and Strengthening Government Services Demand

? ? Target Hospitality Reports Strong First Quarter 2022 Results Executing on Sustained Business Momentum and Strengthening Government Services Demand ? THE WOODLANDS, Texas, May 10, 2022 (PRNewswire) ? Target Hospitality Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2022 TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-38343 98-1378631 (State or other jurisdiction of incorporation) (

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 20, 2022 TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or Other Jurisdiction of I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

DEF 14A 1 tm2130165-5def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

PRE 14A 1 tm2130165-1pre14a.htm PRE 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of th

Amendment to Employment Agreement with Jason Vlacich (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 11, 2022).

Exhibit 10.21 Execution Version ? AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (this ?Amendment?) to the Employment Agreement by and between Target Logistics Management, LLC, a Massachusetts limited liability company (the ?Company?), and Jason Vlacich (the ?Executive?), entered into as of October 15, 2018 (the ?Employment Agreement?), is entered into as of January 1, 2022. WITNESSETH: WHEREAS,

Second Amendment to Employment Agreement with Heidi D. Lewis (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 11, 2022).

Exhibit 10.12 Execution Version ? SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment (this ?Second Amendment?) to the Employment Agreement by and between Target Logistics Management, LLC, a Massachusetts limited liability company (the ?Company?), and Heidi Diane Lewis (the ?Executive?), entered into as of January 15, 2019 and as amended on March 2, 2020 (the ?Employment Agreement?), is

Amendment to Employment Agreement with J. Travis Kelley (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 11, 2022).

Exhibit 10.23 Execution Version ? AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (this ?Amendment?) to the Employment Agreement by and between Target Logistics Management, LLC, a Massachusetts limited liability company (the ?Company?), and John Travis Kelley (the ?Executive?), dated as of May 4, 2021 (the ?Employment Agreement?), is entered into as of January 1, 2022. WITNESSETH: WHEREAS, the Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Description of the Company’s Securities (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 11, 2022)

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF CAPITAL STOCK The following description of the common stock, preferred stock, certificate of incorporation and by-laws of Target Hospitality Corp. (?Target Hospitality?) is a summary only and is subject to the complete text of Target Hospitality?s certifica

Target Hospitality Announces Impressive 2021 Results Driven by Strong Government Services Demand and Continued Strengthening Business Fundamentals

? ? ? Target Hospitality Announces Impressive 2021 Results Driven by Strong Government Services Demand and Continued Strengthening Business Fundamentals ? THE WOODLANDS, Texas, March 10, 2022 (PRNewswire) ? Target Hospitality Corp.

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2022 TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-38343 98-1378631 (State or other jurisdiction of incorporation)

Form of Executive Restricted Stock Unit Agreement (2023 Awards) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 6, 2023).

Exhibit 10.1 FORM OF EXECUTIVE RESTRICTED STOCK UNIT AGREEMENT This Restricted Stock Unit Agreement (this ?Agreement?) is made and entered into as of [DATE] (the ?Grant Date?) by and between Target Hospitality Corp., a Delaware corporation (the ?Company?), and [EXECUTIVE NAME] (the ?Participant?). This Agreement is being entered into pursuant to the Target Hospitality Corp. 2019 Incentive Award Pl

Second Amended and Restated Bylaws of Target Hospitality Corp. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on February 28, 2022).

Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF TARGET HOSPITALITY CORP. February 24, 2022 ARTICLE 1 STOCKHOLDERS Section 1.1 Place of Meetings. Meetings of stockholders of Target Hospitality Corp., a Delaware corporation (the ?Corporation?), shall be held at the place, either within or without the State of Delaware, as may be designated by the Board of Directors of the Corporation (the ?Board o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2022 (February 24, 2022) TARGET HOSPITALITY CORP. (Exact name of registrant as specified in its charter) Delaware 001-38343 98-1378631 (State or other jurisdiction of inc

Target Hospitality Announces Executive Leadership Transition Plan

Exhibit 99.1 Target Hospitality Announces Executive Leadership Transition Plan THE WOODLANDS, Texas ? February 28, 2022 - Target Hospitality Corp. (?Target Hospitality?, ?Target? or the ?Company?) (NASDAQ: TH), North America's largest provider of vertically-integrated modular accommodations and value-added hospitality services, today announced that Brad Archer has decided to step down as President

Form of Executive Performance Unit Agreement (2023 Awards) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on March 6, 2023).

Exhibit 10.2 FORM OF EXECUTIVE PERFORMANCE STOCK UNIT AGREEMENT This Performance Stock Unit Agreement (this ?Agreement?) is made and entered into as of [DATE] (the ?Grant Date?) by and between Target Hospitality Corp., a Delaware corporation (the ?Company?), and [EXECUTIVE NAME] (the ?Participant?). This Agreement is being entered into pursuant to the Target Hospitality Corp. 2019 Incentive Award

TH / Target Hospitality Corp / Private Capital Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Target Hospitality Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 87615L107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this

10.2 Amendment to Employment Agreement with Eric T. Kalamaras

Exhibit 10.2 Execution Version AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (this ?Amendment?) to the Employment Agreement by and between Target Logistics Management, LLC, a Massachusetts limited liability company (the ?Company?), and Eric T. Kalamaras (the ?Executive?), entered into as of September 3, 2019 (the ?Employment Agreement?), is entered into as of January 1, 2022. WITNESSETH: WHEREA

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 10, 2021 (December 6, 2021) TARGET HOSPITALITY CORP. (Exact Name of Registrant as Specified in Its Charter) 001-38343 (Commission File Number) Delaware 98-1378631 (State or O

10.1 Amendment to Employment Agreement with James B. Archer

Exhibit 10.1 Execution Version AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (this ?Amendment?) to the Employment Agreement by and between Target Logistics Management, LLC, a Massachusetts limited liability company (the ?Company?), and James Bradley Archer (the ?Executive?), dated as of January 29, 2019 (the ?Employment Agreement?), is entered into as of January 1, 2022. WITNESSETH: WHEREAS, th

10.3 Second Amendment to Employment Agreement with Troy Schrenk

Exhibit 10.3 Execution Version SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment (this ?Second Amendment?) to the Employment Agreement by and between Target Logistics Management, LLC, a Massachusetts limited liability company (the ?Company?), and Troy Schrenk (the ?Executive?), dated as of January 29, 2019 and as amended on February 25, 2021 (the ?Employment Agreement?), is entered in