Sec Form 4 Filing - Schrenk Troy C. @ Target Hospitality Corp. - 2024-02-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Schrenk Troy C. 2. Issuer Name and Ticker or Trading Symbol Target Hospitality Corp. [ TH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SEVP, Operations & CCO (Last) (First) (Middle) 9320 LAKESIDE BLVD., STE 300 3. Date of Earliest Transaction (MM/DD/YY) 02/29/2024 (Street) THE WOODLANDS, TX77381 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.0001 per share 03/01/2024 M 3,847 A 90,044 D Common Stock, par value $0.0001 per share 03/01/2024 F 936 D $ 9.6 ( 2 ) 89,108 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) 02/29/2024 A 29,008 ( 3 ) ( 3 ) Common Stock 29,008 $ 0 99,581 ( 4 ) D Restricted Stock Units ( 1 ) 03/01/2024 M 3,847 ( 4 ) ( 4 ) Common Stock 3,847 $ 0 95,733 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schrenk Troy C. 9320 LAKESIDE BLVD., STE 300 THE WOODLANDS, TX77381 SEVP, Operations & CCO Signatures /s/ Heidi D. Lewis, as Attorney-in-Fact on behalf of Troy C. Shrenk 03/04/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Restricted Stock Unit represents a contingent right to receive upon vesting one share of common stock of the Issuer, par value $0.0001 per share ("Common Stock"), or its cash equivalent. ( 2 )Restricted stock units withheld for payment of tax liability upon vesting of 3,847 RSUs on March 1, 2024. Stock price reflects closing stock price as of March 1, 2024. ( 3 )On February 29, 2024, the Reporting Person was granted by the Compensation Committee 29,008 restricted stock units which vest in four equal annual installments on each of the first four anniversaries of the grant date beginning March 1, 2025, subject to the terms and conditions of the previously disclosed Target Hospitality Corp. 2019 Incentive Award Plan, as amended (the "Plan") and the Restricted Stock Unit Award Agreement entered into between Issuer and the Reporting Person. ( 4 )Total includes, in addition to the grant of 29,008 RSUs on 02.29.2024, unvested RSUs from the following grants: 15,385 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; 99,668 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; and 21,414 RSUs granted on March 4, 2020 which vest in four equal installments on each of the first four anniversaries of the grant date beginning on March 4, 2021. Awards are subject to the terms of the respective RSU award agreements and subject to the Plan.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.