Target Hospitality Announces Closing of Secondary Offering and Full Exercise of Underwriters' Option to Purchase Additional Shares

Target Hospitality (Nasdaq: TH) closed a previously announced underwritten secondary offering of 7,000,000 common shares held by Arrow Holdings and MFA Global at $17.00 per share.

Rhea-AI Summary

Target Hospitality (Nasdaq: TH) closed a previously announced underwritten secondary offering of 7,000,000 common shares held by Arrow Holdings and MFA Global at $17.00 per share. Underwriters fully exercised their option for an additional 1,050,000 shares. No shares were sold by the company and it received no proceeds.

Morgan Stanley and Deutsche Bank acted as book-running managers, with several co-managers. The offering used an effective Form S-3 shelf registration and related prospectus supplements filed with the SEC.

Positive

• All 8,050,000 shares in the secondary offering were sold by existing stockholders
• Target Hospitality did not issue new shares and received no offering proceeds, avoiding equity dilution

Argus Jun 1 session

-1.09% close to close Open Argus

Details

News Market Reaction – TH

On Jun 1, the first trading day after this news, TH closed 1.09% below the previous close.

Data tracked by StockTitan Argus for the Jun 1 session.

Market Context

This announcement confirms closing of a secondary sale of 7,000,000 existing shares, plus 1,050,000 ...

Analysis

This announcement confirms closing of a secondary sale of 7,000,000 existing shares, plus 1,050,000 from the underwriters’ option, at $17.00 per share, with the company receiving no proceeds. It continues a series of TDR-managed secondary transactions made under the 2019 Form S-3. Investors may track how repeated selling by large holders has historically affected TH’s shares and monitor future disclosures for changes in ownership concentration or additional secondary activity.

Key Figures

Secondary shares sold: 7,000,000 shares Underwriters’ option: 1,050,000 shares Offering price: $17.00 per share +3 more

Secondary shares sold

7,000,000 shares

Selling stockholders’ common stock in the Offering

Underwriters’ option

1,050,000 shares

Additional common stock purchased on same terms

Offering price

$17.00 per share

Public price for secondary common stock Offering

Par value

$0.0001 per share

Par value of Target Hospitality common stock

Form S-3 filing date

April 10, 2019

Initial filing date of shelf registration statement

Form S-3 effective date

May 16, 2019

Date SEC declared Form S-3 effective

Previous Offering Reports

5 past events · Latest: May 28

Same Type 5 events

1. May 28

   Secondary priced

   24h Move

   -6.1%

   Pricing of 7,000,000-share secondary at $17 with 1,050,000-share option.

2. May 27

   Secondary launched

   24h Move

   -6.1%

   Launch of 7,000,000-share underwritten secondary by TDR-controlled holders.

3. Apr 23

   Secondary closing

   24h Move

   +1.8%

   Closing of 8,050,000-share secondary and full 1,050,000-share option at $14.

4. Apr 21

   Secondary priced

   24h Move

   -8.9%

   Pricing of 7,000,000-share secondary at $14 with 1,050,000-share option.

5. Apr 21

   Secondary launched

   24h Move

   -8.9%

   Launch of 7,000,000-share secondary under existing Form S-3 registration.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

secondary offering, common stock, shelf registration statement, form s-3, +2 more

6 terms

secondary offering financial

"closed its previously announced underwritten, secondary offering (the "Offering") of 7,000,000"

A secondary offering is when a company sells new shares of its stock to the public after its initial sale. This allows existing shareholders or the company itself to raise additional money. For investors, it can impact the stock’s price by increasing the total number of shares available, which may influence the stock’s value and how the market perceives the company’s financial health.

View in glossary

common stock financial

"shares of its common stock, par value $0.0001 per share (the "Common Stock")"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

shelf registration statement regulatory

"pursuant to an effective shelf registration statement on Form S-3, including a base prospectus"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"statement on Form S-3, including a base prospectus, that was initially filed"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"only by means of a prospectus supplement and the accompanying prospectus that forms"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

book-running managers financial

"Morgan Stanley & Co. LLC and Deutsche Bank Securities Inc. acted as book-running managers"

Book-running managers are the main banks or financial firms that organize and oversee a company's sale of new stocks or bonds. They help set the price, decide how many to sell, and coordinate the process to make sure everything runs smoothly. Their role is important because they guide the company through the complex process of raising money from investors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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THE WOODLANDS, Texas, May 29, 2026 /PRNewswire/ -- Target Hospitality Corp. ("Target Hospitality" or the "Company") (Nasdaq: TH), one of North America's largest providers of vertically integrated modular accommodations and value-added hospitality services, today announced that it has closed its previously announced underwritten, secondary offering (the "Offering") of 7,000,000 shares of its common stock, par value $0.0001 per share (the "Common Stock"), held by 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, at a price to the public of $17.00 per share, as well as the full exercise by the underwriters of their option to purchase up to an additional 1,050,000 shares of Common Stock on the same terms and conditions, which closed concurrently. The Company did not sell any shares in the Offering and did not receive any of the proceeds from the Offering.

Morgan Stanley & Co. LLC and Deutsche Bank Securities Inc. acted as book-running managers for the Offering. Northland Securities, Inc., Oppenheimer & Co. Inc, Stifel, Nicolaus & Company, Incorporated and Texas Capital Securities are acting as co-managers for the Offering.

The Offering was made pursuant to an effective shelf registration statement on Form S-3, including a base prospectus, that was initially filed with the Securities and Exchange Commission (the "SEC") on April 10, 2019 and subsequently declared effective by the SEC on May 16, 2019 and is available on the SEC's website at www.sec.gov. The Offering was made only by means of a prospectus supplement and the accompanying prospectus that forms a part of the registration statement. A final prospectus supplement and the accompanying prospectus relating to the Offering has been filed with the SEC and is available on the SEC's website. Copies of the final prospectus supplement and the accompanying prospectus may be obtained from: Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2^nd Floor, New York, NY 10014, and Deutsche Bank Securities Inc., Attn: Prospectus Department, 1 Columbus Circle, New York, NY 10019, by telephone at (800) 503-4611, or by email at Prospectus.Ops@db.com.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of securities of the Company in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements made in this press release 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; our ability to achieve margin improvement through the effective servicing of contracts in our WHS segment; effective management, utilization, and performance, of our communities (including workforce hubs); 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.

Contact Information

Investor Contact:
Mark Schuck
(832) 702 – 8009
ir@targethospitality.com

View original content:https://www.prnewswire.com/news-releases/target-hospitality-announces-closing-of-secondary-offering-and-full-exercise-of-underwriters-option-to-purchase-additional-shares-302785991.html

SOURCE Target Hospitality

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Target Hospitality (NASDAQ: TH) announce about its May 29, 2026 secondary offering?

Target Hospitality announced the closing of a secondary offering of 7,000,000 common shares at $17.00 per share. According to Target Hospitality, underwriters also fully exercised their option to purchase 1,050,000 additional shares on the same terms, and both closings occurred concurrently.

How many Target Hospitality (TH) shares were sold in the May 2026 secondary offering and at what price?

A total of 8,050,000 Target Hospitality common shares were sold at $17.00 per share. According to Target Hospitality, this included 7,000,000 base shares plus 1,050,000 shares from the underwriters’ fully exercised option, all sold by existing stockholders Arrow Holdings and MFA Global.

Did Target Hospitality receive any proceeds from the May 2026 secondary stock offering (NASDAQ: TH)?

Target Hospitality did not receive any proceeds from this secondary offering. According to Target Hospitality, the company did not sell any shares; all 8,050,000 shares were sold by selling stockholders Arrow Holdings and MFA Global, entities controlled by TDR Capital.

Is the May 2026 Target Hospitality (TH) secondary offering dilutive for existing shareholders?

The May 2026 transaction is described as a secondary offering by existing stockholders, not the company. According to Target Hospitality, it did not sell any shares or receive proceeds, indicating the shares came from current holders Arrow Holdings and MFA Global rather than new share issuance.

Which investment banks managed Target Hospitality’s May 2026 secondary offering of TH stock?

Morgan Stanley & Co. and Deutsche Bank Securities served as book-running managers for the offering. According to Target Hospitality, Northland Securities, Oppenheimer, Stifel Nicolaus, and Texas Capital Securities acted as co-managers, supporting distribution under an effective SEC Form S-3 shelf registration.