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

A sponsor-led secondary sale was completed while Target Hospitality simultaneously repurchased 1.69 million shares into treasury using cash and ABL borrowings.

Rhea-AI Summary

Target Hospitality (TH) closed a previously announced underwritten secondary offering of 14,000,000 common shares held by Arrow Holdings S.à r.l. and MFA Global S.à r.l., at a public price of $18.50 per share, along with the underwriters’ full exercise of an option to purchase 2,100,000 additional shares on the same terms.

The company did not sell any shares in the offering and did not receive offering proceeds. Instead, Target Hospitality purchased 1,693,599 shares from the underwriters at the underwriters’ purchase price from the selling stockholders, funding this stock repurchase with cash on hand and borrowings under its ABL Credit Facility. The repurchased shares will be held as treasury shares.

Morgan Stanley & Co. LLC, Deutsche Bank Securities and J.P. Morgan Securities acted as book-running managers, with several firms as co-managers. The offering was conducted under an effective shelf registration statement and related final prospectus supplement filed with the SEC.

Positive

• 1,693,599 shares repurchased into treasury, reducing public float
• Underwriters’ option for 2,100,000 additional shares was fully exercised, supporting trading liquidity

Negative

• Stock repurchase funded partly with borrowings under the ABL Credit Facility, increasing leverage
• Company received no proceeds from the 16.1 million-share secondary offering

Market Context

TH traded on pre-publication volume of 6.43x its 20-day average alongside a -5.19% prior-daily-close...

Analysis

TH traded on pre-publication volume of 6.43x its 20-day average alongside a -5.19% prior-daily-close move; two directly preceding buyback/offering announcements each recorded a -5.23% 24-hour reaction, providing transaction-sequence context.

Key Figures

Secondary Offering Shares: 14,000,000 shares Offering Price: $18.50 per share Underwriters' Option: 2,100,000 shares +1 more

Secondary Offering Shares

14,000,000 shares

Shares sold by existing stockholders

Offering Price

$18.50 per share

Public price for the secondary offering

Underwriters' Option

2,100,000 shares

Additional shares purchased upon full exercise

Repurchase Shares

1,693,599 shares

Purchased by the company and held as treasury shares

Previous Buybacks,offering Reports

2 past events · Latest: Sep 08

Same Type 2 events

1. Sep 08

   Offering pricing

   24h Move

   -5.2%

   Upsized secondary offering priced with concurrent stock repurchase terms

2. Sep 08

   Offering launch

   24h Move

   -5.2%

   Secondary offering launched alongside planned company stock repurchase

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

Key Terms

secondary offering, stock repurchase, treasury shares, shelf registration statement, +1 more

5 terms

secondary offering financial

"closed its previously announced underwritten, secondary offering"

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

stock repurchase financial

"The Company purchased from the underwriters 1,693,599 shares"

A stock repurchase is when a company buys back its own shares from the market, reducing the number of shares available to investors. That matters because shrinking the share count can raise the profit attributed to each remaining share and increase each shareholder’s ownership slice, often signaling management thinks the stock is undervalued; however, it also uses corporate cash that could have been spent on growth or paid as dividends.

treasury shares financial

"The Repurchase Shares will be held by the Company as treasury shares"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

shelf registration statement regulatory

"pursuant to an effective shelf registration statement on Form S-3"

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

"an effective shelf registration statement on Form S-3"

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.

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

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THE WOODLANDS, Texas, Sept. 10, 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 14,000,000 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 $18.50 per share, as well as the full exercise by the underwriters of their option to purchase up to an additional 2,100,000 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.

The Company purchased from the underwriters 1,693,599 shares of Common Stock (the "Repurchase Shares") at a price per share equal to the price per share paid by the underwriters to the Selling Stockholders in the Offering (the "Stock Repurchase"). The Company funded the Stock Repurchase with cash on hand together with borrowings under its ABL Credit Facility. The Repurchase Shares will be held by the Company as treasury shares.

Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC acted as book-running managers for the Offering. Northland Securities, Inc., Oppenheimer & Co. Inc., 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, 2nd 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, and J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.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

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SOURCE Target Hospitality

FAQ

Who were the selling stockholders in Target Hospitality’s secondary offering?

The selling stockholders were Arrow Holdings S.à r.l. and MFA Global S.à r.l., which are entities controlled by TDR Capital LLP acting in its capacity as investment fund manager.

Did Target Hospitality issue new shares or receive cash from this offering?

Target Hospitality did not sell any shares in the secondary offering and did not receive any of the offering proceeds. All shares sold to the public came from the selling stockholders.

How did Target Hospitality fund its repurchase of 1,693,599 shares?

The company funded the stock repurchase with a combination of cash on hand and borrowings under its ABL Credit Facility.

At what price did Target Hospitality repurchase the 1,693,599 shares?

The repurchase price per share was equal to the price per share paid by the underwriters to the selling stockholders in the offering.

Where can investors obtain the final prospectus supplement for this offering?

The final prospectus supplement and accompanying prospectus are available on the SEC’s website. Copies may also be requested from Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc., or J.P. Morgan Securities LLC at the addresses, phone number, and email contacts provided in the announcement.