TH Target Hospitality Corp. - 8-K

Item 8.01

Other Events.

Underwriting Agreement

On April 21, 2026, Target Hospitality Corp. (the
“Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley &
Co. LLC and Deutsche Bank Securities Inc., 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 7,000,000 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 $14.00 per Share (the “Offering”). Additionally, the Selling Stockholders granted the Underwriters a 30-day
option to purchase up to an additional 1,050,000 shares of Common Stock. The Company will not receive any of the proceeds from the
sale of the Common Stock in the Offering.

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 April 21, 2026, which was filed by the Company with the SEC pursuant to Rule 424(b)(7) under the Securities Act on
April 21, 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 April 21, 2026, the Company issued a press release
announcing the launch of the Offering, and on April 21, 2026, it issued 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.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Exhibit Description

1.1

Underwriting Agreement dated April 21, 2026, by and among Target Hospitality Corp., Arrow Holdings, S.à r.l., MFA Global
S.à r.l., Morgan Stanley & Co. LLC and Deutsche Bank Securities Inc.

99.1

Press Release of Target Hospitality Corp., dated April 21, 2026.

99.2

Press Release of Target Hospitality Corp., dated April 21, 2026.

104

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