Form 8-K

8-K — Target Hospitality Corp.

Accession: 0001104659-26-101033

Filed: 2026-08-26

Period: 2026-08-19

CIK: 0001712189

SIC: 7000 (HOTELS, ROOMING HOUSE, CAMPS & OTHER LODGING PLACES)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2624024d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2624024d1_ex99-1.htm)

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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 19, 2026

TARGET HOSPITALITY CORP.

(Exact Name of Registrant as Specified in Its Charter)

001-38343

(Commission File Number)

Delaware

98-1378631

(State or Other Jurisdiction of Incorporation)

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

9320 LAKESIDE BLVD., SUITE 300

THE WOODLANDS, Texas 77381

(Address of principal executive offices, including zip code)

(832) 709-2563

(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

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 ¨

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. ¨

Item 7.01. Regulation FD Disclosure.

On August 26, 2026, Target Hospitality Corp.

(the “Company”) issued a press release regarding the agreement discussed in Item 8.01 below and a revised 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.

Item 8.01. Other Events.

On August 19, 2026, the Company entered into

a new multi-year lease and services agreement (the “Contract”) to provide comprehensive facility and hospitality

services to assist the development of a data center in the Pecos region of West Texas (the “Community”). The Community

will be designed to accommodate approximately 1,100 individuals, with initial occupancy in August 2026 and full completion of the

Community anticipated in September 2026. The Contract has an anticipated four-year term. The Contract provides customary termination

rights to the customer, requiring no less than 60 days’ advance notice to the Company, in the event that the customer’s

prime contract is terminated, expires, is suspended for an extended period, or if the customer otherwise ceases to perform the prime

contract for any reason. In the event of an early termination by the customer, the Company shall be entitled to receive an early

termination fee under certain circumstances.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains statements that are “forward

looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation

Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,”

“anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,”

“may,” “will,” “should,” “future,” “propose” and variations of these words

or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These

forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown

risks, uncertainties, assumptions and other important factors, many of which are outside our control, that could cause actual results

or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect

actual results or outcomes include: operational, economic, including inflation, political and regulatory risks; our ability to effectively

compete in the specialty rental accommodations and hospitality services industry, including growing the HFS – South, Workforce Hospitality

Solutions and Government segments; our ability to execute, expand, and manage WHS projects supporting critical mineral development, power

generation, and data center infrastructure projects, including risks related to construction execution, permitting, labor availability,

and timely completion of community buildouts; our ability to achieve margin improvement through the effective servicing in our WHS segment;

natural disasters and other business disruptions including outbreaks of epidemic or pandemic disease; the duration of any future public

health crisis, related economic repercussions and the resulting negative impact to global economic demand; the effect of changes in state

building codes on marketing our buildings; changes in demand within a number of key industry end-markets and geographic regions, including

natural resources, critical minerals, and data center/AI infrastructure; changes in customer capital spending, project schedules, or end-user

demand that may result in delays, non-renewals, or cancellations of contracts, including the contract that is terminable for convenience

in the Government segment; our reliance on third party manufacturers, suppliers and service providers; our ability to attract and retain

key personnel and maintain workforce availability for specialized hospitality and construction operations; increases in raw material,

food, labor or other operating costs; the effect of impairment charges on our operating results; our future operating results fluctuating,

failing to match performance or to meet expectations; our exposure to various possible claims and the potential inadequacy of our insurance

coverage; unanticipated changes in our tax obligations; our obligations under various laws and regulations, including those applicable

to government contracts; the effect of litigation, judgments, orders, regulatory or customer bankruptcy proceedings on our business; our

ability to successfully acquire and integrate new operations; global, national or local economic and political developments, including

any changes in policy under the current or any future U.S. presidential administrations; federal government budgeting and appropriations;

our ability to manage credit risk and collect on our accounts receivable; our ability to fulfill the Company’s public company obligations;

cybersecurity threats, incidents, or failures of our management information systems; and risks related to our liquidity, access to capital

markets, and obligations under existing or future debt agreements, including compliance with financial covenants. We undertake no obligation

to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required

by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Exhibit Description

99.1

Press Release dated August 26, 2026

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 26, 2026

Name: Heidi D. Lewis

Title: Executive Vice President, General Counsel and

Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2624024d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Target

Hospitality Secures New Multi-Year Contract Expected to Generate Approximately $250 Million of Revenue to Support a Top-Five

Hyperscaler Data Center Project

Raises

Full-Year 2026 Revenue and Adjusted EBITDA(1) Outlook at the Midpoint by 6% and 22%, Respectively

THE

WOODLANDS, Texas, August 26, 2026 (PRNewswire) - Target Hospitality Corp. ("Target Hospitality," "Target"

or the "Company") (Nasdaq: TH), one of North America's largest providers of vertically integrated modular accommodations and

value-added hospitality services, today announced a new multi-year lease and services agreement (the "Contract") to provide

comprehensive facility and hospitality services for a top-five hyperscaler’s data center development in the Pecos region of West

Texas (the “Community”).

Target will deliver a full-turnkey community that

leverages its premium modular accommodations and all-inclusive hospitality services, including elevated lifestyle amenities, to support

approximately 1,100 individuals. The Company plans to complete the Community by modifying existing under-utilized assets, enabling expedited

initial occupancy in the third quarter of 2026. This approach supports efficient capital deployment, while simultaneously enhancing Target’s

contract portfolio and network optimization.

The Contract is expected to generate approximately

$250 million of revenue through August 2030 and further diversifies Target’s workforce hospitality solutions (“WHS”)

contract portfolio across multiple top-five hyperscalers. Target’s expanding end-market presence highlights the relevance of its

Hyper/Scale platform and its ability to address complex operational requirements at scale. These capabilities are supporting discussions

for additional potential community developments with this new customer as Target demonstrates the benefits of its turnkey operating model

and customized solutions.

By leveraging existing portfolio assets, the Community

modifications are expected to require less than $15 million of capital investment. This capital-light approach demonstrates the flexibility

of Target’s asset base, enabling the Company to reconfigure existing communities for new customers while improving portfolio utilization

and revenue visibility through minimum contractual commitments and take-or-pay features. Target’s operational capabilities and scale

also enable it to meet new customer demand while continuing to support long-standing customers without interruption.

“We continue to validate our Hyper/Scale

platform, with growing industry adoption underscoring the differentiated value of Target’s integrated offerings. This Contract adds

another top-five hyperscaler to our expanding portfolio and highlights our ability to deliver flexible, speed-to-market solutions that

address customers’ complex operational needs. Accelerating demand and continued pipeline conversion are building significant momentum

across our WHS segment. Against this backdrop, we continue to advance discussions on additional growth opportunities and remain confident

in our ability to generate incremental contract awards from a pipeline that continues to exceed 20,000 beds,” stated Brad Archer,

President and Chief Executive Officer.

Including this Contract, Target has secured more

than $1.7 billion of multi-year contract awards across its rapidly expanding WHS segment since January 2026. Supported by the continued

ramp of recently awarded WHS contracts and today's Contract announcement, Target is increasing its 2026 outlook to:

Full Year 2026 Financial Outlook:

· Total revenue between $435 and $445 million

· Adjusted EBITDA(1) between $105 and $115 million

· Total Capital Expenditures between $490 and $510 million, excluding acquisitions

Target’s growing portfolio of WHS contracts continues to come online and scale through 2026 and into 2027, the Company anticipates

continued revenue and Adjusted EBITDA(1) growth. This expanding operational scale, combined with strong unit economics, is

expected to support further margin expansion over the same period. Together, these factors position the Company to achieve annualized

revenue exceeding $750 million and annualized Adjusted EBITDA(1) above $300 million exiting 2027. This projection is

supported entirely by Target’s existing contract portfolio and assumes no contribution from the Company's commercial pipeline.

About Target Hospitality

Target Hospitality is one of North America’s

largest providers of vertically integrated specialty rental modular accommodations and full-service value-added hospitality solutions

in the United States. Target builds, owns and operates a customized and growing network of communities for a range of end users through

a full suite of value-added solutions including premium catering and food services, maintenance, housekeeping, grounds-keeping, concierge,

laundry services, logistics, security, recreational facilities services, community management, and community design and construction.

Cautionary Statement Regarding Forward Looking

Statements

Certain

statements made in this press release (including the financial outlook contained herein) are "forward looking statements" within

the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. When used

in this press release, the words "estimates," "projected," "expects," "anticipates," "forecasts,"

"plans," "intends," "believes," "seeks," "may," "will," "should,"

"future," "propose" and variations of these words or similar expressions (or the negative versions of such words or

expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance,

conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of

which are outside our control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking

statements. Important factors, among others, that may affect actual results or outcomes include: operational, economic, including inflation,

political and regulatory risks; our ability to effectively compete in the specialty rental accommodations and hospitality services industry,

including growing the HFS – South, Workforce Hospitality Solutions and Government segments; our ability to execute, expand, and

manage WHS projects supporting critical mineral development, power generation, and data center infrastructure projects, including

risks related to construction execution, permitting, labor availability, and timely completion of community buildouts; our ability to

achieve margin improvement through the effective servicing in our WHS segment; natural disasters and other business disruptions including

outbreaks of epidemic or pandemic disease; the duration of any future public health crisis, related economic repercussions and the resulting

negative impact to global economic demand; the effect of changes in state building codes on marketing our buildings; changes in demand

within a number of key industry end-markets and geographic regions, including natural resources, critical minerals, and data center/AI

infrastructure; changes in customer capital spending, project schedules, or end-user demand that may result in delays, non-renewals, or

cancellations of contracts, including the contract that is terminable for convenience in the Government segment; our reliance on third

party manufacturers, suppliers and service providers; our ability to attract and retain key personnel and maintain workforce availability

for specialized hospitality and construction operations; increases in raw material, food, labor or other operating costs; the effect of

impairment charges on our operating results; our future operating results fluctuating, failing to match performance or to meet expectations;

our exposure to various possible claims and the potential inadequacy of our insurance coverage; unanticipated changes in our tax obligations;

our obligations under various laws and regulations, including those applicable to government contracts; the effect of litigation, judgments,

orders, regulatory or customer bankruptcy proceedings on our business; our ability to successfully acquire and integrate new operations;

global, national or local economic and political developments, including any changes in policy under the current or any future U.S. presidential

administrations; federal government budgeting and appropriations; our ability to manage credit risk and collect on our accounts receivable;

our ability to fulfill Target Hospitality’s public company obligations; cybersecurity threats, incidents, or failures of our management

information systems; and risks related to our liquidity, access to capital markets, and obligations under existing or future debt agreements,

including compliance with financial covenants. We undertake no obligation to update or revise any forward-looking statements, whether

as a result of new information, future events or otherwise, except as required by law.

(1) Non-GAAP Financial Measures

This press release contains the forward-looking

non-GAAP financial measure Adjusted EBITDA. Reconciliations of this forward-looking measure to its most directly comparable GAAP financial

measures are unavailable to Target Hospitality without unreasonable effort. We cannot provide a reconciliation of forward-looking Adjusted

EBITDA to GAAP financial measures because certain items required for such reconciliation are outside of our control and/or cannot be reasonably

predicted, such as the provision for income taxes. Preparation of such reconciliation would require a forward-looking balance sheet, statement

of income and statement of cash flow, prepared in accordance with GAAP, and such forward-looking financial statements are unavailable

to us without unreasonable effort. Although we provide a minimum of Adjusted EBITDA that we believe will be achieved, we cannot accurately

predict all the components of the Adjusted EBITDA calculation. Target Hospitality provides an Adjusted EBITDA outlook because we believe

that this measure, when viewed with our results under GAAP, provides useful information for the reasons noted below.

Definitions:

Target Hospitality defines EBITDA as net income

(loss) before interest expense and loss on extinguishment of debt, income tax expense (benefit), depreciation of specialty rental assets,

and other depreciation and amortization. Adjusted EBITDA reflects the following further adjustments to EBITDA to exclude certain non-cash

items and the effect of what management considers transactions or events not related to its core business operations:

· Other expense (income), net: Other expense (income), net includes miscellaneous

cash receipts, gains and losses on disposals of property, plant, and equipment and leased assets, community pre-opening costs incurred

during ramp-up periods for new customer contracts, and other immaterial expenses and non-cash items. Community pre-opening costs primarily

relate to certain operating costs incurred prior to the community becoming fully operational.

· Transaction expenses: During 2026, the Company incurred legal, advisory, and audit-related

fees associated with the secondary public offerings by Arrow Holdings S.à r.l. and MFA Global S.à r.l., entities controlled

by investment funds managed by TDR Capital LLP, as well as legal costs related to certain contemplated transactions. During 2025, transaction

costs primarily related to legal, advisory and audit-related fees associated with debt related transaction activity related to the 2025

Senior Secured Notes, which were redeemed and paid off on March 25, 2025, and, to a lesser extent, other business development project

related transaction activity and remaining costs associated with the Arrow Proposal.

· Stock-based compensation: Charges associated with stock-based compensation expense,

which has been, and is expected to continue to be for the foreseeable future, a significant recurring expense and an important component

of the Company’s compensation strategy.

· Other adjustments: Claim settlement, system implementation costs, and corporate

development related costs.

Utility

and Purposes:

EBITDA reflects Net income (loss) excluding the

impact of interest expense and loss on extinguishment of debt, provision for income taxes, depreciation, and amortization. We believe

that EBITDA is a meaningful indicator of operating performance because we use it to measure our ability to service debt, fund capital

expenditures, and expand our business. We also use EBITDA, as do analysts, lenders, investors, and others, to evaluate companies because

it excludes certain items that can vary widely across different industries or among companies within the same industry. For example, interest

expense can be dependent on a company’s capital structure, debt levels, and credit ratings. Accordingly, the impact of interest

expense on earnings can vary significantly among companies. The tax positions of companies can also vary because of their differing abilities

to take advantage of tax benefits and because of the tax policies of the jurisdictions in which they operate. As a result, effective tax

rates and provision for income taxes can vary considerably among companies. EBITDA also excludes depreciation and amortization expense

because companies utilize productive assets of different ages and use different methods of both acquiring and depreciating productive

assets. These differences can result in considerable variability in the relative costs of productive assets and the depreciation and amortization

expense among companies.

Target Hospitality also believes that Adjusted

EBITDA is a meaningful indicator of operating performance. Our Adjusted EBITDA reflects adjustments to exclude the effects of additional

items, including certain items, that are not reflective of the ongoing operating results of Target Hospitality. In addition, to derive

Adjusted EBITDA, we exclude gains or losses on the sale and disposal of depreciable assets and impairment losses because including them

in EBITDA is inconsistent with reporting the ongoing performance of our remaining assets. Additionally, the gain or loss on sale and disposal

of depreciable assets and impairment losses represents either accelerated depreciation or excess depreciation in previous periods, and

depreciation is excluded from EBITDA.

EBITDA and Adjusted EBITDA are not measurements

of Target Hospitality’s financial performance under GAAP and should not be considered as alternatives to Gross profit, Net income

(loss), or other performance measures derived in accordance with GAAP, or as alternatives to Cash flow from operating activities as measures

of Target Hospitality’s liquidity. EBITDA and Adjusted EBITDA should not be considered as discretionary cash available to Target

Hospitality to reinvest in the growth of our business or as measures of cash that is available to it to meet our obligations. In addition,

the measurement of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Target Hospitality’s

management believes that EBITDA and Adjusted EBITDA provide useful information to investors about Target Hospitality and its financial

condition and results of operations for the following reasons: (i) they are among the measures used by Target Hospitality’s management

team to evaluate its operating performance; (ii) they are among the measures used by Target Hospitality’s management team to make

day-to-day operating decisions, (iii) they are frequently used by securities analysts, lenders, investors and other interested parties

as a common performance measure and to compare results across companies in Target Hospitality’s industry.

Investor Contact

Mark

Schuck

(832) 702 – 8009

ir@targethospitality.com

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dei_SecurityExchangeName

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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dei_TradingSymbol

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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