TH Target Hospitality Corp. - 8-K

Item 8.01

Other Events.

Underwriting Agreement

On
May 28, 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 $17.00 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 May 27, 2026, which was filed by the Company with the
SEC pursuant to Rule 424(b)(7) under the Securities Act on May 27, 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 May 27, 2026, the Company issued a press release announcing the launch of the Offering, and on May 28, 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 May 28, 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

P ress
Release of Target Hospitality Corp., dated May 27, 2026.

99.2

Press
Release of Target Hospitality Corp., dated May 28, 2026.

104

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