Target Hospitality Amends 8-K on Officer Changes, Compensation
Ticker: TH · Form: 8-K/A · Filed: Jan 29, 2024 · CIK: 1712189
Complexity: simple
Sentiment: neutral
Topics: corporate-governance, executive-compensation, amendment
TL;DR
**Target Hospitality just updated its filing about executive changes and pay, keep an eye on leadership shifts.**
AI Summary
Target Hospitality Corp. filed an 8-K/A on January 29, 2024, amending a previous report from January 22, 2024. This amendment clarifies information related to the departure or election of directors or officers and their compensatory arrangements, as well as financial statements and exhibits. This matters to investors because changes in executive leadership and compensation structures can signal shifts in company strategy or financial health, potentially impacting future stock performance.
Why It Matters
Changes in leadership and executive compensation can influence a company's strategic direction and financial stability, directly affecting investor confidence and stock valuation.
Risk Assessment
Risk Level: low — This 8-K/A is an amendment clarifying previous information, not announcing a new, significant, or unexpected event that would drastically alter the company's outlook.
Analyst Insight
A smart investor would review the original 8-K and this 8-K/A to understand the specific changes in director/officer compensation or departures, as these details can influence future company performance and governance stability. This filing itself is a clarification, not a new event, so it primarily warrants a review for completeness.
Key Numbers
- 001-38343 — SEC File Number (identifies Target Hospitality Corp.'s registration with the SEC)
- 0001712189 — Central Index Key (CIK) (unique identifier for Target Hospitality Corp. in the SEC's EDGAR system)
- 832-709-2563 — Business Phone Number (contact information for Target Hospitality Corp.)
Key Players & Entities
- Target Hospitality Corp. (company) — the registrant filing the 8-K/A
- January 29, 2024 (date) — date of the 8-K/A filing
- January 22, 2024 (date) — date of the earliest event reported in the original 8-K
- Delaware (company) — state of incorporation for Target Hospitality Corp.
- 9320 Lakeside Blvd., Suite 300, The Woodlands, TX 77381 (company) — principal executive offices of Target Hospitality Corp.
Forward-Looking Statements
- The clarification of executive compensation arrangements may lead to increased transparency and potentially more stable investor sentiment regarding Target Hospitality's governance. (Target Hospitality Corp.) — medium confidence, target: Q2 2024
FAQ
What is the purpose of this 8-K/A filing by Target Hospitality Corp.?
This 8-K/A (Amendment No. 1) by Target Hospitality Corp. is filed to amend a previous Current Report, specifically concerning 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers' and 'Financial Statements and Exhibits' as per the ITEM INFORMATION.
When was the earliest event reported in the original filing that this 8-K/A amends?
The earliest event reported in the original filing, which this 8-K/A amends, occurred on January 22, 2024, as stated in the 'Date of Report (Date of earliest event reported): January 29, 2024 (January 22, 2024)' section.
What is Target Hospitality Corp.'s state of incorporation?
Target Hospitality Corp. is incorporated in Delaware, as indicated by 'Delaware (State or other jurisdiction of incorporation)' in the filing.
What is the Central Index Key (CIK) for Target Hospitality Corp.?
The Central Index Key (CIK) for Target Hospitality Corp. is 0001712189, as listed under 'COMPANY DATA' in the filing.
What was Target Hospitality Corp.'s former name before its name change?
Target Hospitality Corp.'s former name was Platinum Eagle Acquisition Corp., with the date of name change being 20170718, as detailed under 'FORMER COMPANY' in the filing.
Filing Stats: 779 words · 3 min read · ~3 pages · Grade level 11.7 · Accepted 2024-01-29 16:36:29
Key Financial Figures
- $0.0001 — ch registered Common stock, par value $0.0001 per share TH The Nasdaq Capital Ma
Filing Documents
- tm244249d1_8ka.htm (8-K/A) — 32KB
- tm244249d1_ex10-1.htm (EX-10.1) — 116KB
- tm2444249d1_ex10-1img001.jpg (GRAPHIC) — 5KB
- 0001104659-24-007755.txt ( ) — 397KB
- th-20240122.xsd (EX-101.SCH) — 4KB
- th-20240122_def.xml (EX-101.DEF) — 26KB
- th-20240122_lab.xml (EX-101.LAB) — 36KB
- th-20240122_pre.xml (EX-101.PRE) — 25KB
- tm244249d1_8ka_htm.xml (XML) — 5KB
02
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously reported in the Original 8-K, on January 22, 2024, the Company and Eric T. Kalamaras, the former Chief Financial Officer of the Company, agreed that Mr. Kalamaras's employment would cease effective as of January 22, 2024. The Company and Mr. Kalamaras have entered into an agreement (the " Agreement ") relating to his departure from the Company pursuant to which, among other things: (i) Mr. Kalamaras will receive (a) severance payment equal to the sum of one year of 2023 base salary and target bonus as defined in the employment agreement to be paid during the twelve month period following Mr. Kalamaras's departure in accordance with the Company's normal payroll practices, (b) a bonus based on the Company's actual performance for the fiscal year ending December 31, 2023 and (c) a prorated bonus based on the Company's actual performance for the fiscal year ending December 31, 2024 and (ii) Mr. Kalamaras's previously granted equity awards will vest over the twelve month period following Mr. Kalamaras's departure as if his employment with the Company continued during such period. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits Exhibit No. Exhibit Description 10.1 Separation Agreement and Release, dated as of January 25, 2024, by and between Target Logistics Management, LLC and Eric T. Kalamaras 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: January 29, 2024 Name: Heidi D. Lewis Title: Executive Vice President, General Counsel and Secretary