Target Hospitality Corp.
For the period ended May 21, 2026. Filed Apr 7, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 21, 2026 · Filed Apr 7, 2026
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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. )
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Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
Target Hospitality Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
| | | A word from our President & CEO “I am proud of our team’s dedication and ability to stay focused on Target’s strategic priorities. In 2025, we confidently navigated unforeseen challenges while pursuing opportunities to advance our growth initiatives. We remain committed to strengthening our financial position and expanding our contract portfolio. These strong business fundamentals have enabled us to continue delivering unmatched solutions to our customers while advancing our strategic priorities.” “These principles drove a record year of new contract awards and established a growing presence in the rapidly expanding data center and technology infrastructure end market. We believe these growth verticals offer opportunities to further advance our growth initiatives and accelerate value creation for our shareholders. I’m excited about the opportunities and believe 2026 will be another successful year for Target Hospitality.” | | |
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LETTER FROM OUR CHAIR OF THE BOARD OF DIRECTORS AND PRESIDENT AND CHIEF EXECUTIVE OFFICER
April 7, 2026
Dear Fellow Stockholders,
Please mark your calendar for Target Hospitality’s Annual Meeting of Stockholders to be held on May 21, 2026, at 10:00 a.m. Central Time.
2025 Year in Review
As we look back on 2025, the strength of Target’s business fundamentals and core operating model is clear. Through disciplined capital allocation, the Company was well positioned to address unexpected challenges while staying focused on advancing key strategic growth initiatives.
This commitment further strengthened Target’s financial position and enabled the Company to expand its customer base and geographic reach across the United States. Our focus throughout 2025 resulted in a record year for new contract awards and the establishment of new strategic growth verticals.
We remain committed to delivering premium solutions to our world-class customers and expanding Target’s presence in growing end markets with strong industry momentum. These fundamentals create opportunities to further advance our strategic growth initiatives, which focus on maximizing value creation for our shareholders.
Live Webcast
Please usewww.virtualshareholdermeeting.com/THCORP2026 to attend the Annual Meeting, vote, and submit your questions during the meeting. You will need the control number included with these proxy materials to be admitted into the Annual Meeting.
We adopted this technology in 2019 to expand access to the meeting, improve communications and impose lower costs on our stockholders, the Company and the environment. We believe virtual meetings enable increased stockholder participation from locations around the world.
We appreciate the confidence you have placed in us through your investment in our Company and look forward to your attendance.
| | Sincerely, | | | Sincerely, | |
|---|---|---|---|---|---|
| | | | | ||
| | Stephen Robertson Chair of the Board of Directors | | | James B. Archer President and Chief Executive Officer | |
NOTICE OF 2026 ANNUAL
MEETING OF STOCKHOLDERS
| | | How to Vote | | | |||
|---|---|---|---|---|---|---|---|
| | | Your vote is very important. Whether or not you plan to attend the Annual Meeting via live webcast, we hope you will vote as soon as possible. You can vote in person by attending the live webcast or by proxy. Registered holders may vote their shares by mail, while beneficial owners may vote by following the instructions provided by your broker, bank or other agent. See the “Information about the Virtual Annual Meeting and Voting” section for instructions on how to vote your shares. | | | |||
| | | | | Attend the meeting live via webcast | | | |
| | | | | Submit your proxy by internet (proxyvote.com) | | | |
| | | | | Request a printed copy of the proxy materials, then complete, sign, date, and return the proxy card in the envelope provided | | | |
| | | | | By telephone at 1-800-690-6903 | | | |
| | | | | ||
|---|---|---|---|---|---|
| | Date & Time | | | Virtual Meeting | |
| | May 21, 2026 10:00 a.m. Central Time | | | www.virtualshareholdermeeting.com/THCORP2026 | |
| | Items of Business | | | | | | Board Voting Recommendation | |
|---|---|---|---|---|---|---|---|---|
| | Proposal 1 | | | ELECT AS DIRECTORS THE NOMINEES LISTED IN THIS PROXY STATEMENT TO SERVE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS OR UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED | | | “FOR” | |
| | Proposal 2 | | | RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM | | | “FOR” | |
| | Proposal 3 | | | APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | | | “FOR” | |
| | Proposal 4 | | | APPROVE THE THIRD AMENDMENT TO THE TARGET HOSPITALITY CORP. 2019 INCENTIVE AWARD PLAN, AS AMENDED | | | “FOR” | |
Any action on the items of business described above may be considered at the Annual Meeting, at the time and on the date specified above, or at any time and date to which the Annual Meeting may be properly postponed or adjourned. We will also consider any other business items at the Annual Meeting that are properly proposed before adjournment.
Holders of record of our common stock as of the close of business on March 24, 2026, will be entitled to notice of, and to vote at, the Annual Meeting.
By Order of the Board of Directors,
Heidi D. Lewis
Executive Vice President, General Counsel & Secretary
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