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): September 8, 2026

TARGET HOSPITALITY CORP.

(Exact name of registrant as specified in its charter)

9320 Lakeside Blvd., Suite 300

The Woodlands, TX 77381

(Address, including zip code, of principal executive offices)

(832) 709-2563

(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):

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

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. ¨

Underwriting Agreement

On September 8, 2026, Target Hospitality Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”) and Arrow Holdings S.à r.l. and MFA Global S.à r.l. (collectively, the “Selling Stockholders”), entities controlled by TDR Capital LLP, acting in its capacity as investment fund manager. Pursuant to the Underwriting Agreement, the Selling Stockholders agreed to sell 14,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to the Underwriters in a registered public offering at a price of $18.50 per Share (the “Offering”). Additionally, the Selling Stockholders granted the Underwriters a 30-day option to purchase up to an additional 2,100,000 shares of Common Stock. The Company will not receive any of the proceeds from the sale of the Common Stock in the Offering.

Subject to the completion of the Offering, the Company agreed to purchase from the Underwriters shares of its Common Stock (the “Repurchase Shares”) that are subject to the Offering with an aggregate purchase price of approximately $30,000,000, at a price per share equal to the price per share to be paid by the Underwriters to the Selling Stockholders in the Offering (the “Stock Repurchase”) pursuant to the Underwriting Agreement. The completion of the Stock Repurchase is expected to occur concurrently with the closing of the Offering. The Repurchase Shares will be held by the Company as treasury shares following the completion of the Stock Repurchase. The Company expects to fund the Stock Repurchase with cash on hand together with borrowings under its ABL Credit Facility.

The Underwriting Agreement contains customary representations, warranties and covenants of the Company and also provides for customary indemnification by each of the Company, the Selling Stockholders and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The Shares offered and sold in the Offering were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-230795), initially filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2019, as subsequently amended on May 1, 2019 and declared effective on May 16, 2019, and were offered pursuant to the prospectus supplement dated September 8, 2026, which was filed by the Company with the SEC pursuant to Rule 424(b)(7) under the Securities Act on September 8, 2026.

The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and the terms of which are incorporated herein by reference.

On September 8, 2026, the Company issued a press release announcing the launch of the Offering as well as a press release announcing the pricing of the Offering. Copies of these press releases are filed herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.

(d)  Exhibits

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.

ATTACHMENTS / EXHIBITS

EXHIBIT 1.1

EXHIBIT 99.1

EXHIBIT 99.2

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