Jason Vlacich - Feb 24, 2025 Form 4 Insider Report for Target Hospitality Corp. (TH)

Role
CFO & CAO
Signature
/s/ Heidi D. Lewis, as Attorney-in-Fact on behalf of Jason Vlacich
Stock symbol
TH
Transactions as of
Feb 24, 2025
Transactions value $
-$45,955
Form type
4
Date filed
2/26/2025, 04:10 PM
Previous filing
Apr 15, 2024
Next filing
Mar 3, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TH Common Stock, par value $0.0001 per share Award $0 +24.9K +45.15% $0.00 80.1K Feb 24, 2025 Direct F1
transaction TH Common Stock, par value $0.0001 per share Options Exercise +12.5K +15.55% 92.6K Feb 24, 2025 Direct F2
transaction TH Common Stock, par value $0.0001 per share Tax liability -$46K -9.1K -9.83% $5.05 83.5K Feb 24, 2025 Direct F3

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

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TH Restricted Stock Units Options Exercise $0 -12.5K -17.74% $0.00 57.8K Feb 24, 2025 Common Stock 12.5K Direct F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares of common stock of the Issuer, par value $0.0001 per share ("Common Stock") were acquired for the satisfaction of performance criteria underlying an award of performance stock units ("PSUs") granted to the Reporting Person on February 24, 2022 under the terms of the Target Hospitality Corp. 2019 Incentive Award Plan, as amended (the "Plan"), and the PSU Award Agreement between the Reporting Person and the Issuer (the "PSU Award Agreement"). The number of PSUs that vest range from 0% to 150% of the Target Level (as defined in the PSU Agreement) depending upon the achievement of specified three-year cumulative operating cash flow amounts as determined based on the net cash flow from operations disclosed in the Issuer's Annual Reports on Form 10-K for the period from January 1, 2022 through December 31, 2024. The PSUs vested at 150% of the Target Level, resulting in a payout of 24,916 shares.
F2 Each Restricted Stock Unit represents a contingent right to receive upon vesting one share of Common Stock or its cash equivalent.
F3 Restricted stock units withheld for payment of tax liability upon vesting of 12,459 RSUs and 24,916 PSUs on February 24, 2025. Stock price reflects closing stock price as of February 24, 2025.
F4 Total includes unvested RSUs from the following grants: 39,557 RSUs granted on February 29, 2024 which vest in four annual installments on each of the first four anniversaries of the grant date beginning on March 1, 2025; 7,692 RSUs granted on March 1, 2023, which vest in four equal installments on each of the first four anniversaries of the grant date beginning on March 1, 2024; and 49,834 RSUs granted on February 24,2022 which vest in four equal installments on each of the first four anniversaries of the grant date beginning on February 24, 2023. Awards are subject to the terms of the respective RSU award agreements and subject to the Plan, as amended.