TH

TARGET HOSPITALITY CORP._November 6, 2025
0001712189false00017121892025-11-062025-11-06
​
​
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)
(Commission File Number)
(I.R.S. Employer Identification No.)

​
9320 Lakeside Boulevard, Suite 300
The Woodlands, TX 77381
(Address, including zip code, of principal executive offices)
800-832-4242
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
​

​

​

Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common stock, par value $0.0001 per share
TH
NASDAQ Capital Market

​
​
​

​
Item 2.02.     Results of Operations and Financial Condition.
​
On November 6, 2025, Target Hospitality Corp. (the “Company”) issued a press release announcing its third quarter 2025 financial results. A copy of the Company’s November 6, 2025 press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company’s management will hold an investor audio conference call and webcast today, November 6, 2025, at 8:00 a.m. CT/9:00 a.m. ET, to discuss its third quarter 2025 results and related information. Participants may access the webcast from the Company’s website.
​
Pursuant to General Instruction B.2 of Form 8-K, the information contained in the press release furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. In addition, the press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth in such press release.
​
Item 9.01      Financial Statements and Exhibits.
​
(d)  Exhibits
​
​

​

​

Exhibit No.

Exhibit Description

99.1
​
Press Release dated November 6, 2025.

104
​
Cover Page Interactive Data File (embedded within the Inline XBRL document)

​
​

SIGNATURE
​
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
​
​

​

​

Target Hospitality Corp.

By:
/s/ Heidi D. Lewis

Dated: November 6, 2025

Name: Heidi D. Lewis

Title: Executive Vice President, General Counsel
and Secretary

​
​

TARGET HOSPITALITY CORP._August 7, 2025
0001712189false00017121892025-08-072025-08-07
​
​
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 File Number)
(I.R.S. Employer Identification No.)

​
9320 Lakeside Boulevard, Suite 300
The Woodlands, TX 77381
(Address, including zip code, of principal executive offices)
800-832-4242
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
​

​

​

Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common stock, par value $0.0001 per share
TH
NASDAQ Capital Market

​
​
​

​
Item 2.02.     Results of Operations and Financial Condition.
​
On August 7, 2025, Target Hospitality Corp. (the “Company”) issued a press release announcing its second quarter 2025 financial results. A copy of the Company’s August 7, 2025 press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company’s management will hold an investor audio conference call and webcast today, August 7, 2025, at 8:00 a.m. CT/9:00 a.m. ET, to discuss its second quarter 2025 results and related information. Participants may access the webcast from the Company’s website.
​
Pursuant to General Instruction B.2 of Form 8-K, the information contained in the press release furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. In addition, the press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth in such press release.
​
Item 9.01      Financial Statements and Exhibits.
​
(d)  Exhibits
​
​

​

​

Exhibit No.

Exhibit Description

99.1
​
Press Release dated August 7, 2025.

104
​
Cover Page Interactive Data File (embedded within the Inline XBRL document)

​
​

SIGNATURE
​
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
​
​

​

​

Target Hospitality Corp.

By:
/s/ Heidi D. Lewis

Dated: August 7, 2025

Name: Heidi D. Lewis

Title: Executive Vice President, General Counsel
and Secretary

​
​

TARGET HOSPITALITY CORP._May 19, 2025
0001712189false00017121892025-05-192025-05-19
​
​
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 File Number)
(I.R.S. Employer Identification No.)

​
9320 Lakeside Boulevard, Suite 300
The Woodlands, TX 77381
(Address, including zip code, of principal executive offices)
800-832-4242
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
​

​

​

Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common stock, par value $0.0001 per share
TH
NASDAQ Capital Market

​
​
​

​
Item 2.02.     Results of Operations and Financial Condition.
​
On May 19, 2025, Target Hospitality Corp. (the “Company”) issued a press release announcing its first quarter 2025 financial results. A copy of the Company’s May 19, 2025 press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company’s management will hold an investor audio conference call and webcast today, May 19, 2025, at 8:00 a.m. CT/9:00 a.m. ET, to discuss its first quarter 2025 results and related information. Participants may access the webcast from the Company’s website.
​
Pursuant to General Instruction B.2 of Form 8-K, the information contained in the press release furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. In addition, the press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth in such press release.
​
Item 9.01      Financial Statements and Exhibits.
​
(d)  Exhibits
​
​

​

​

Exhibit No.

Exhibit Description

99.1
​
Press Release dated May 19, 2025.

104
​
Cover Page Interactive Data File (embedded within the Inline XBRL document)

​
​

SIGNATURE
​
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
​
​

​

​

Target Hospitality Corp.

By:
/s/ Heidi D. Lewis

Dated: May 19, 2025

Name: Heidi D. Lewis

Title: Executive Vice President, General Counsel
and Secretary

​
​

TARGET HOSPITALITY CORP._March 26, 2025
0001712189false00017121892025-03-262025-03-26
​
​
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 File Number)
(I.R.S. Employer Identification No.)

​
9320 Lakeside Boulevard, Suite 300
The Woodlands, TX 77381
(Address, including zip code, of principal executive offices)
800-832-4242
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
​

​

​

Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common stock, par value $0.0001 per share
TH
NASDAQ Capital Market

​
​
​

​
Item 2.02.     Results of Operations and Financial Condition.
​
On March 26, 2025, Target Hospitality Corp. (the “Company”) issued a press release announcing its fourth quarter and year end 2024 financial results. A copy of the Company’s March 26, 2025 press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company’s management will hold an investor audio conference call and webcast today, March 26, 2025, at 8:00 a.m. CT/9:00 a.m. ET, to discuss its fourth quarter and year end 2024 results and related information. Participants may access the webcast from the Company’s website.
​
Pursuant to General Instruction B.2 of Form 8-K, the information contained in the press release furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. In addition, the press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth in such press release.
​
Item 9.01      Financial Statements and Exhibits.
​
(d)  Exhibits
​
​

​

​

Exhibit No.

Exhibit Description

99.1
​
Press Release dated March 26, 2025.

104
​
Cover Page Interactive Data File (embedded within the Inline XBRL document)

​
​

SIGNATURE
​
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
​
​

​

​

Target Hospitality Corp.

By:
/s/ Heidi D. Lewis

Dated: March 26, 2025

Name: Heidi D. Lewis

Title: Executive Vice President, General Counsel
and Secretary

​
​

0001712189false00017121892024-11-122024-11-12
​
​
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)
(Commission File Number)
(I.R.S. Employer Identification No.)

​
9320 Lakeside Boulevard, Suite 300
The Woodlands, TX 77381
(Address, including zip code, of principal executive offices)
800-832-4242
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
​

​

​

Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common stock, par value $0.0001 per share
TH
NASDAQ Capital Market

​
​
​

​
Item 2.02.     Results of Operations and Financial Condition.
​
On November 12, 2024, Target Hospitality Corp. (the “Company”) issued a press release announcing its third quarter 2024 financial results. A copy of the Company’s November 12, 2024 press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company’s management will hold an investor audio conference call and webcast today, November 12, 2024, at 8:00 a.m. CT/9:00 a.m. ET, to discuss its third quarter 2024 results and related information. Participants may access the webcast from the Company’s website.
​
Pursuant to General Instruction B.2 of Form 8-K, the information contained in the press release furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. In addition, the press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth in such press release.
​
Item 9.01      Financial Statements and Exhibits.
​
(d)  Exhibits
​
​

​

​

Exhibit No.

Exhibit Description

99.1
​
Press Release dated November 12, 2024.

104
​
Cover Page Interactive Data File (embedded within the Inline XBRL document)

​
​

SIGNATURE
​
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
​
​

​

​

Target Hospitality Corp.

By:
/s/ Heidi D. Lewis

Dated: November 12, 2024

Name: Heidi D. Lewis

Title: Executive Vice President, General Counsel
and Secretary

​
​

0001712189false00017121892024-08-072024-08-07
​
​
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 File Number)
(I.R.S. Employer Identification No.)

​
9320 Lakeside Boulevard, Suite 300
The Woodlands, TX 77381
(Address, including zip code, of principal executive offices)
800-832-4242
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
​

​

​

Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common stock, par value $0.0001 per share
TH
NASDAQ Capital Market

​
​
​

​
Item 2.02.     Results of Operations and Financial Condition.
​
On August 7, 2024, Target Hospitality Corp. (the “Company”) issued a press release announcing its second quarter 2024 financial results. A copy of the Company’s August 7, 2024 press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company’s management will hold an investor audio conference call and webcast today, August 7, 2024, at 8:00 a.m. CT/9:00 a.m. ET, to discuss its second quarter 2024 results and related information. Participants may access the webcast from the Company’s website.
​
Pursuant to General Instruction B.2 of Form 8-K, the information contained in the press release furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. In addition, the press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth in such press release.
​
Item 9.01      Financial Statements and Exhibits.
​
(d)  Exhibits
​
​

​

​

Exhibit No.

Exhibit Description

99.1
​
Press Release dated August 7, 2024.

104
​
Cover Page Interactive Data File (embedded within the Inline XBRL document)

​
​

SIGNATURE
​
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
​
​

​

​

Target Hospitality Corp.

By:
/s/ Heidi D. Lewis

Dated: August 7, 2024

Name: Heidi D. Lewis

Title: Executive Vice President, General Counsel
and Secretary

​
​

0001712189false00017121892024-05-082024-05-08
​
​
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 File Number)
(I.R.S. Employer Identification No.)

​
9320 Lakeside Boulevard, Suite 300
The Woodlands, TX 77381
(Address, including zip code, of principal executive offices)
800-832-4242
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
​

​

​

Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common stock, par value $0.0001 per share
TH
NASDAQ Capital Market

​
​
​

​
Item 2.02.     Results of Operations and Financial Condition.
​
On May 8, 2024, Target Hospitality Corp. (the “Company”) issued a press release announcing its first quarter 2024 financial results. A copy of the Company’s May 8, 2024 press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company’s management will hold an investor audio conference call and webcast today, May 8, 2024, at 8:00 a.m. CT/9:00 a.m. ET, to discuss its first quarter 2024 results and related information. Participants may access the webcast from the Company’s website.
​
Pursuant to General Instruction B.2 of Form 8-K, the information contained in the press release furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. In addition, the press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth in such press release.
​
Item 9.01      Financial Statements and Exhibits.
​
(d)  Exhibits
​
​

​

​

Exhibit No.

Exhibit Description

99.1
​
Press Release dated May 8, 2024.

104
​
Cover Page Interactive Data File (embedded within the Inline XBRL document)

​
​

SIGNATURE
​
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
​
​

​

​

Target Hospitality Corp.

By:
/s/ Heidi D. Lewis

Dated: May 8, 2024

Name: Heidi D. Lewis

Title: Executive Vice President, General Counsel
and Secretary

​
​

0001712189false0001712189us-gaap:CommonStockMember2024-03-132024-03-130001712189th:WarrantsToPurchaseCommonStockMember2024-03-132024-03-1300017121892024-03-132024-03-13
​
​
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 File Number)
(I.R.S. Employer Identification No.)

​
9320 Lakeside Boulevard, Suite 300
The Woodlands, TX 77381
(Address, including zip code, of principal executive offices)
800-832-4242
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
​

​

​

Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common stock, par value $0.0001 per share
TH
NASDAQ Capital Market

Warrants to purchase common stock
THWWW
NASDAQ Capital Market

​
​
​

​
Item 2.02.     Results of Operations and Financial Condition.
​
On March 13, 2024, Target Hospitality Corp. (the “Company”) issued a press release announcing its fourth quarter and year end 2023 financial results. A copy of the Company’s March 13, 2024 press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company’s management will hold an investor audio conference call and webcast today, March 13, 2024, at 8:00 a.m. CT/9:00 a.m. ET, to discuss its fourth quarter and year end 2023 results and related information. Participants may access the webcast from the Company’s website.
​
Pursuant to General Instruction B.2 of Form 8-K, the information contained in the press release furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. In addition, the press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth in such press release.
​
Item 9.01      Financial Statements and Exhibits.
​
(d)  Exhibits
​
​

​

​

Exhibit No.

Exhibit Description

99.1
​
Press Release dated March 13, 2024.

104
​
Cover Page Interactive Data File (embedded within the Inline XBRL document)

​
​

SIGNATURE
​
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
​
​

​

​

Target Hospitality Corp.

By:
/s/ Heidi D. Lewis

Dated: March 13, 2024

Name: Heidi D. Lewis

Title: Executive Vice President, General Counsel
and Secretary

​
​

0001712189false0001712189us-gaap:CommonStockMember2023-11-082023-11-080001712189th:WarrantsToPurchaseCommonStockMember2023-11-082023-11-0800017121892023-11-082023-11-08
​
​
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)
(Commission File Number)
(I.R.S. Employer Identification No.)

​
9320 Lakeside Boulevard, Suite 300
The Woodlands, TX 77381
(Address, including zip code, of principal executive offices)
800-832-4242
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
​

​

​

Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common stock, par value $0.0001 per share
TH
NASDAQ Capital Market

Warrants to purchase common stock
THWWW
NASDAQ Capital Market

​
​
​

​
Item 2.02.     Results of Operations and Financial Condition.
​
On November 8, 2023, Target Hospitality Corp. (the “Company”) issued a press release announcing its third quarter 2023 financial results. A copy of the Company’s November 8, 2023 press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company’s management will hold an investor audio conference call and webcast today, November 8, 2023, at 8:00 a.m. CT/9:00 a.m. ET, to discuss its third quarter 2023 results and related information. Participants may access the webcast from the Company’s website.
​
Pursuant to General Instruction B.2 of Form 8-K, the information contained in the press release furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. In addition, the press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth in such press release.
​
Item 9.01      Financial Statements and Exhibits.
​
(d)  Exhibits
​
​

​

​

Exhibit No.

Exhibit Description

99.1
​
Press Release dated November 8, 2023.

104
​
Cover Page Interactive Data File (embedded within the Inline XBRL document)

​
​

SIGNATURE
​
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
​
​

​

​

Target Hospitality Corp.

By:
/s/ Heidi D. Lewis

Dated: November 8, 2023

Name: Heidi D. Lewis

Title: Executive Vice President, General Counsel
and Secretary

​
​

0001712189false0001712189us-gaap:CommonStockMember2023-08-092023-08-090001712189th:WarrantsToPurchaseCommonStockMember2023-08-092023-08-0900017121892023-08-092023-08-09
​
​
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 File Number)
(I.R.S. Employer Identification No.)

​
9320 Lakeside Boulevard, Suite 300
The Woodlands, TX 77381
(Address, including zip code, of principal executive offices)
800-832-4242
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
​

​

​

Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common stock, par value $0.0001 per share
TH
NASDAQ Capital Market

Warrants to purchase common stock
THWWW
NASDAQ Capital Market

​
​
​

​
Item 2.02.     Results of Operations and Financial Condition.
​
On August 9, 2023, Target Hospitality Corp. (the “Company”) issued a press release announcing its second quarter 2023 financial results. A copy of the Company’s August 9, 2023 press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company’s management will hold an investor audio conference call and webcast today, August 9, 2023, at 8:00 a.m. CT/9:00 a.m. ET, to discuss its second quarter 2023 results and related information. Participants may access the webcast from the Company’s website.
​
Pursuant to General Instruction B.2 of Form 8-K, the information contained in the press release furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. In addition, the press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth in such press release.
​
Item 9.01      Financial Statements and Exhibits.
​
(d)  Exhibits
​
​

​

​

Exhibit No.

Exhibit Description

99.1
​
Press Release dated August 9, 2023.

104
​
Cover Page Interactive Data File (embedded within the Inline XBRL document)

​
​

SIGNATURE
​
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
​
​

​

​

Target Hospitality Corp.

By:
/s/ Heidi D. Lewis

Dated: August 9, 2023

Name: Heidi D. Lewis

Title: Executive Vice President, General Counsel
and Secretary

​
​

0001712189false0001712189us-gaap:CommonStockMember2023-05-092023-05-090001712189th:WarrantsToPurchaseCommonStockMember2023-05-092023-05-0900017121892023-05-092023-05-09
​
​
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 File Number)
(I.R.S. Employer Identification No.)

​
9320 Lakeside Boulevard, Suite 300
The Woodlands, TX 77381
(Address, including zip code, of principal executive offices)
800-832-4242
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
​

​

​

Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common stock, par value $0.0001 per share
TH
NASDAQ Capital Market

Warrants to purchase common stock
THWWW
NASDAQ Capital Market

​
​
​

​
Item 2.02.     Results of Operations and Financial Condition.
​
On May 9, 2023, Target Hospitality Corp. (the “Company”) issued a press release announcing its first quarter 2023 financial results. A copy of the Company’s May 9, 2023 press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company’s management will hold an investor audio conference call and webcast today, May 9, 2023, at 8:00 a.m. CT/9:00 a.m. ET, to discuss its first quarter 2023 results and related information. Participants may access the webcast from the Company’s website.
​
Pursuant to General Instruction B.2 of Form 8-K, the information contained in the press release furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. In addition, the press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth in such press release.
​
Item 9.01      Financial Statements and Exhibits.
​
(d)  Exhibits
​
​

​

​

Exhibit No.

Exhibit Description

99.1
​
Press Release dated May 9, 2023.

104
​
Cover Page Interactive Data File (embedded within the Inline XBRL document)

​
​

SIGNATURE
​
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
​
​

​

​

Target Hospitality Corp.

By:
/s/ Heidi D. Lewis

Dated: May 9, 2023

Name: Heidi D. Lewis

Title: Executive Vice President, General Counsel
and Secretary

​
​

0001712189false0001712189us-gaap:CommonStockMember2023-03-102023-03-100001712189th:WarrantsToPurchaseCommonStockMember2023-03-102023-03-1000017121892023-03-102023-03-10
​
​
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 File Number)
(I.R.S. Employer Identification No.)

​
9320 Lakeside Boulevard, Suite 300
The Woodlands, TX 77381
(Address, including zip code, of principal executive offices)
800-832-4242
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
​

​

​

Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common stock, par value $0.0001 per share
TH
NASDAQ Capital Market

Warrants to purchase common stock
THWWW
NASDAQ Capital Market

​
​
​

​
Item 2.02.     Results of Operations and Financial Condition.
​
On March 10, 2023, Target Hospitality Corp. (the “Company”) issued a press release announcing its fourth quarter and year end 2022 financial results. A copy of the Company’s March 10, 2023 press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company’s management will hold an investor audio conference call and webcast today, March 10, 2023, at 8:00 a.m. CT/9:00 a.m. ET, to discuss its fourth quarter and year end 2022 results and related information. Participants may access the webcast from the Company’s website.
​
Pursuant to General Instruction B.2 of Form 8-K, the information contained in the press release furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. In addition, the press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth in such press release.
​
Item 9.01      Financial Statements and Exhibits.
​
(d)  Exhibits
​
​

​

​

Exhibit No.

Exhibit Description

99.1
​
Press Release dated March 10, 2023.

104
​
Cover Page Interactive Data File (embedded within the Inline XBRL document)

​
​

SIGNATURE
​
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
​
​

​

​

Target Hospitality Corp.

By:
/s/ Heidi D. Lewis

Dated: March 10, 2023

Name: Heidi D. Lewis

Title: Executive Vice President, General Counsel
and Secretary

​
​

0001712189false0001712189us-gaap:CommonStockMember2022-11-092022-11-090001712189th:WarrantsToPurchaseCommonStockMember2022-11-092022-11-0900017121892022-11-092022-11-09
​
​
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
incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

​
9320 Lakeside Boulevard, Suite 300
The Woodlands, TX 77381
(Address, including zip code, of principal executive offices)
800-832-4242
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
​

​

​

Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common stock, par value $0.0001 per share
TH
NASDAQ Capital Market

Warrants to purchase common stock
THWWW
NASDAQ Capital Market

​
​
​

​
Item 2.02.     Results of Operations and Financial Condition.
​
On November 9, 2022, Target Hospitality Corp. (the “Company”) issued a press release announcing its third quarter 2022 financial results. A copy of the Company’s November 9, 2022 press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company’s management will hold an investor audio conference call and webcast today, November 9, 2022, at 8:00 a.m. CT/9:00 a.m. ET, to discuss its third quarter 2022 results and related information. Participants may access the webcast from the Company’s website.
​
Pursuant to General Instruction B.2 of Form 8-K, the information contained in the press release furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. In addition, the press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth in such press release.
​
Item 9.01      Financial Statements and Exhibits.
​
(d)  Exhibits
​
​

​

​

Exhibit No.

Exhibit Description

99.1
​
Press Release dated November 9, 2022.

104
​
Cover Page Interactive Data File (embedded within the Inline XBRL document)

​
​

SIGNATURE
​
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
​
​

​

​

Target Hospitality Corp.

By:
/s/ Heidi D. Lewis

Dated: November 9, 2022

Name: Heidi D. Lewis

Title: Executive Vice President, General Counsel
and Secretary

​
​

0001712189false0001712189us-gaap:CommonStockMember2022-08-092022-08-090001712189th:WarrantsToPurchaseCommonStockMember2022-08-092022-08-0900017121892022-08-092022-08-09
​
​
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)
(Commission File Number)
(I.R.S. Employer Identification No.)

​
9320 Lakeside Boulevard, Suite 300
The Woodlands, TX 77381
(Address, including zip code, of principal executive offices)
800-832-4242
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
​

​

​

Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common stock, par value $0.0001 per share
TH
NASDAQ Capital Market

Warrants to purchase common stock
THWWW
NASDAQ Capital Market

​
​
​

​
Item 2.02.     Results of Operations and Financial Condition.
​
On August 9, 2022, Target Hospitality Corp. (the “Company”) issued a press release announcing its second quarter 2022 financial results. A copy of the Company’s August 9, 2022 press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company’s management will hold an investor audio conference call and webcast today, August 9, 2022, at 8:00 a.m. CT/9:00 a.m. ET, to discuss its second quarter 2022 results and related information. Participants may access the webcast from the Company’s website.
​
Pursuant to General Instruction B.2 of Form 8-K, the information contained in the press release furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. In addition, the press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth in such press release.
​
Item 9.01      Financial Statements and Exhibits.
​
(d)  Exhibits
​
​

​

​

Exhibit No.

Exhibit Description

99.1
​
Press Release dated August 9, 2022.

104
​
Cover Page Interactive Data File (embedded within the Inline XBRL document)

​
​

SIGNATURE
​
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
​
​

​

​

Target Hospitality Corp.

By:
/s/ Heidi D. Lewis

Dated: August 9, 2022

Name: Heidi D. Lewis

Title: Executive Vice President, General Counsel
and Secretary

​
​

false0001712189NASDAQNASDAQ00017121892022-07-082022-07-080001712189th:WarrantsToPurchaseCommonStockMember2022-07-082022-07-080001712189us-gaap:CommonStockMember2022-07-082022-07-08

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 Incorporation)

(I.R.S. Employer Identification No.)

9320 Lakeside Blvd., Suite 300

The Woodlands, Texas 77381

(Address of principal executive offices, including zip code)

(800) 832-4242

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

TH

Nasdaq Capital Market

Warrants to purchase common stock

THWWW

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act
of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02

Results of Operations and Financial Condition.

On July 8, 2022, Target Hospitality Corp. issued a press release providing a business update and a revised 2022 financial outlook. A copy of the press
release is being furnished as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. In addition, the press release contains
statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth in such press release.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.

Exhibit Description

99.1 Press Release dated July 8, 2022

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned, hereunto duly authorized.

Target Hospitality Corp.

By:

/s/ Heidi D. Lewis

Dated: July 8, 2022

Name: Heidi D. Lewis

Title: Executive Vice President, General Counsel and Secretary

3

0001712189false0001712189us-gaap:CommonStockMember2022-05-102022-05-100001712189th:WarrantsToPurchaseCommonStockMember2022-05-102022-05-1000017121892022-05-102022-05-10
​
​
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)
(Commission File Number)
(I.R.S. Employer Identification No.)

​
9320 Lakeside Boulevard, Suite 300
The Woodlands, TX 77381
(Address, including zip code, of principal executive offices)
800-832-4242
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
​

​

​

Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common stock, par value $0.0001 per share
TH
NASDAQ Capital Market

Warrants to purchase common stock
THWWW
NASDAQ Capital Market

​
​
​

​
Item 2.02.     Results of Operations and Financial Condition.
​
On May 10, 2022, Target Hospitality Corp. (the “Company”) issued a press release announcing its first quarter 2022 financial results. A copy of the Company’s May 10, 2022 press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company’s management will hold an investor audio conference call and webcast today, May 10, 2022, at 8:00 a.m. CT/9:00 a.m. ET, to discuss its first quarter 2022 results and related information. Participants may access the webcast from the Company’s website.
​
Pursuant to General Instruction B.2 of Form 8-K, the information contained in the press release furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. In addition, the press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth in such press release.
​
Item 9.01      Financial Statements and Exhibits.
​
(d)  Exhibits
​
​

​

​

Exhibit No.

Exhibit Description

99.1
​
Press Release dated May 10, 2022.

104
​
Cover Page Interactive Data File (embedded within the Inline XBRL document)

​
​

SIGNATURE
​
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
​
​

​

​

Target Hospitality Corp.

By:
/s/ Heidi D. Lewis

Dated: May 10, 2022

Name: Heidi D. Lewis

Title: Executive Vice President, General Counsel
and Secretary

​
​

0001712189false0001712189us-gaap:CommonStockMember2022-03-102022-03-100001712189th:WarrantsToPurchaseCommonStockMember2022-03-102022-03-1000017121892022-03-102022-03-10
​
​
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)
(Commission File Number)
(I.R.S. Employer Identification No.)

​
9320 Lakeside Boulevard, Suite 300
The Woodlands, TX 77381
(Address, including zip code, of principal executive offices)
800-832-4242
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
​

​

​

Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common stock, par value $0.0001 per share
TH
NASDAQ Global Market

Warrants to purchase common stock
THWWW
NASDAQ Global Market

​
​
​

​
Item 2.02.     Results of Operations and Financial Condition.
​
On March 10, 2022, Target Hospitality Corp. (the “Company”) issued a press release announcing its fourth quarter and year end 2021 financial results. A copy of the Company’s March 10, 2022 press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company’s management will hold an investor audio conference call and webcast today, March 10, 2022, at 8:00 a.m. CT/9:00 a.m. ET, to discuss its fourth quarter and year end 2021 results and related information. Participants may access the webcast from the Company’s website.
​
Pursuant to General Instruction B.2 of Form 8-K, the information contained in the press release furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. In addition, the press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth in such press release.
​
Item 9.01      Financial Statements and Exhibits.
​
(d)  Exhibits
​
​

​

​

Exhibit No.

Exhibit Description

99.1
​
Press Release dated March 10, 2022.

104
​
Cover Page Interactive Data File (embedded within the Inline XBRL document)

​
​

SIGNATURE
​
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
​
​

​

​

Target Hospitality Corp.

By:
/s/ Heidi D. Lewis

Dated: March 10, 2022

Name: Heidi D. Lewis

Title: Executive Vice President, General Counsel
and Secretary

​
​

0001712189false0001712189us-gaap:CommonStockMember2021-11-122021-11-120001712189th:WarrantsToPurchaseCommonStockMember2021-11-122021-11-1200017121892021-11-122021-11-12
​
​
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, 2021
TARGET HOSPITALITY CORP.
(Exact name of registrant as specified in its charter)
​
​

​

​

Delaware
001-38343
98-1378631

(State or other jurisdiction of
incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

​
2170 Buckthorne Place, Suite 440
The Woodlands, TX 77380-1775
(Address, including zip code, of principal executive offices)
800-832-4242
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
​

​

​

Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common stock, par value $0.0001 per share
TH
NASDAQ Global Market

Warrants to purchase common stock
THWWW
NASDAQ Global Market

​
​
​

​
Item 2.02.     Results of Operations and Financial Condition.
​
On November 12, 2021, Target Hospitality Corp. (the “Company”) issued a press release announcing its third quarter 2021 financial results. A copy of the Company’s November 12, 2021 press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company’s management will hold an investor audio conference call and webcast today, November 12, 2021, at 8:00 a.m. CT/9:00 a.m. ET, to discuss its third quarter 2021 results and related information. Participants may access the webcast from the Company’s website.
​
Pursuant to General Instruction B.2 of Form 8-K, the information contained in the press release furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. In addition, the press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth in such press release.
​
Item 9.01      Financial Statements and Exhibits.
​
(d)  Exhibits
​
​

​

​

Exhibit No.

Exhibit Description

99.1
​
Press Release dated November 12, 2021.

104
​
Cover Page Interactive Data File (embedded within the Inline XBRL document)

​
​

SIGNATURE
​
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
​
​

​

​

Target Hospitality Corp.

By:
/s/ Heidi D. Lewis

Dated: November 12, 2021

Name: Heidi D. Lewis

Title: Executive Vice President, General Counsel
and Secretary

​
​

false000171218900017121892021-11-022021-11-020001712189us-gaap:CommonStockMember2021-11-022021-11-020001712189th:WarrantsToPurchaseCommonStockMember2021-11-022021-11-02

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 2, 2021

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 Incorporation)

(I.R.S. Employer Identification No.)

2170 Buckthorne Place, Suite 440

The Woodlands, Texas 77380

(Address of principal executive offices, including zip code)

(800) 832-4242

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

TH

The Nasdaq Stock Market LLC

Warrants to purchase common stock

THWWW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act
of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 2.02 Results of Operations and Financial Condition.

On November 2, 2021, Target Hospitality Corp. issued a press release updating its full year 2021 financial outlook, a copy of which is
attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Pursuant to General Instruction B.2 of Form 8-K, the information contained in the press release furnished as an exhibit hereto shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such filing. In addition, the press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking
statements set forth in such press release.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.

Exhibit Description

99.1 Press Release dated November 2, 2021

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, hereunto duly authorized.

Target Hospitality Corp.

By:

/s/ Heidi D. Lewis

Dated: November 2, 2021

Name: Heidi D. Lewis

Title: Executive Vice President, General Counsel

and Secretary

3

0001712189false0001712189us-gaap:CommonStockMember2021-08-112021-08-110001712189th:WarrantsToPurchaseCommonStockMember2021-08-112021-08-1100017121892021-08-112021-08-11
​
​
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, 2021
TARGET HOSPITALITY CORP.
(Exact name of registrant as specified in its charter)
​
​

​

​

Delaware
001-38343
98-1378631

(State or other jurisdiction of
incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

​
2170 Buckthorne Place, Suite 440
The Woodlands, TX 77380-1775
(Address, including zip code, of principal executive offices)
800-832-4242
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
​

​

​

Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common stock, par value $0.0001 per share
TH
NASDAQ Global Market

Warrants to purchase common stock
THWWW
NASDAQ Global Market

​
​
​

​
Item 2.02.     Results of Operations and Financial Condition.
​
On August 11, 2021, Target Hospitality Corp. (the “Company”) issued a press release announcing its second quarter 2021 financial results. A copy of the Company’s August 11, 2021 press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The Company’s management will hold an investor audio conference call and webcast today, August 11, 2021, at 8:00 a.m. CT/9:00 a.m. ET, to discuss its second quarter 2021 results and related information. Participants may access the webcast from the Company’s website.
​
Pursuant to General Instruction B.2 of Form 8-K, the information contained in the press release furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. In addition, the press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth in such press release.
​
Item 9.01      Financial Statements and Exhibits.
​
(d)  Exhibits
​
​

​

​

Exhibit No.

Exhibit Description

99.1
​
Press Release dated August 11, 2021.

104
​
Cover Page Interactive Data File (embedded within the Inline XBRL document)

​
​

SIGNATURE
​
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
​
​

​

​

Target Hospitality Corp.

By:
/s/ Heidi D. Lewis

Dated: August 11, 2021

Name: Heidi D. Lewis

Title: Executive Vice President, General Counsel
and Secretary

​
​