Target Hospitality Announces Pricing of Secondary Offering

Target Hospitality (Nasdaq: TH) priced a secondary underwritten offering of 7,000,000 shares held by selling stockholders at $14.00 per share, generating approximately $98,000,000 gross to those sellers.

Rhea-AI Summary

Target Hospitality (Nasdaq: TH) priced a secondary underwritten offering of 7,000,000 shares held by selling stockholders at $14.00 per share, generating approximately $98,000,000 gross to those sellers. The company will not receive proceeds from the Offering.

The closing is expected on April 23, 2026, and underwriters have a 30-day option to buy up to an additional 1,050,000 shares. Morgan Stanley and Deutsche Bank are book-runners; several firms serve as co-managers. The Offering is made under an effective Form S-3 shelf registration initially filed April 10, 2019 and declared effective May 16, 2019.

Positive

• 7,000,000 shares sold by selling stockholders
• $98,000,000 gross proceeds to selling stockholders
• Underwriters granted 30-day option for 1,050,000 shares

Negative

• Transaction increases public float by 7,000,000 shares
• Potential further supply if option exercised: up to 1,050,000 shares

Argus Apr 22 session

-8.11% close to close Open Argus

Details

News Market Reaction – TH

In the Apr 22 session, TH declined 8.11%, reflecting a notable negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved -8.1% in the session following this news. A negative reaction despite the absence of...

Analysis

The stock moved -8.1% in the session following this news. A negative reaction despite the absence of primary issuance would reflect sensitivity to shareholder exits and weaker preliminary profitability. The sale involves 7,000,000 shares plus a 1,050,000-share option at $14.00, while preliminary Q1 2026 Adjusted EBITDA of $8–9M is well below the prior year. Historically, strong contract news supported upside, so a decline here would highlight concern over fundamentals and selling pressure.

Key Figures

Secondary shares offered: 7,000,000 shares Underwriters’ option: 1,050,000 shares Offering price: $14.00 per share +5 more

Secondary shares offered

7,000,000 shares

Common stock sold by Arrow Holdings and MFA Global

Underwriters’ option

1,050,000 shares

30-day option to purchase additional common stock

Offering price

$14.00 per share

Public price for secondary common stock offering

Gross proceeds to sellers

$98,000,000

Total gross proceeds to selling stockholders before fees

Shares outstanding

99,560,575 shares

Common stock outstanding as of April 20, 2026

Reserved for options

8,487,178 shares

Shares reserved for issuance upon option exercise

Q1 2026 revenue

$70,500–$72,500 thousand

Preliminary unaudited range for quarter ended March 31, 2026

Q1 2026 Adjusted EBITDA

$8,000–$9,000 thousand

Preliminary unaudited range, down from prior-year $21.6M

Historical Context

5 past events · Latest: Apr 01

5 events

1. Apr 01

   Large contract win

   24h Move

   +36.4%

   Multi‑year Data Center Hub contract with >$550M committed revenue.

2. Mar 11

   Full-year results

   24h Move

   +13.8%

   2025 results plus >$740M of contracts and 2026 growth guidance.

3. Mar 04

   Earnings call schedule

   24h Move

   +5.6%

   Announcement of Q4 and full-year 2025 earnings release and call.

4. Feb 24

   Capacity expansion

   24h Move

   +2.0%

   Second 400‑bed expansion lifting data center community to 1,050 beds.

5. Jan 13

   Management change

   24h Move

   -1.2%

   Appointment of a new Chief Accounting Officer to oversee reporting.

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

Key Terms

secondary offering, underwritten, prospectus supplement, base prospectus, +2 more

6 terms

secondary offering financial

"announced the pricing of 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

underwritten financial

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

Underwritten means a financial firm has agreed to buy an entire new securities issue from an issuer and then resell it to investors, guaranteeing the issuer will receive the expected proceeds. Think of it like a retailer agreeing to purchase a whole shipment from a manufacturer so the maker is paid up front; for investors, an underwrite signals that professionals back the offering and that the sale is staged and priced by market intermediaries, which affects perceived risk and availability.

prospectus supplement regulatory

"The Offering may only be made by means of a prospectus supplement and the accompanying prospectus"

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.

base prospectus regulatory

"including a base prospectus, that was initially filed with the Securities and Exchange Commission"

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

registration statement regulatory

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

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

book-running managers financial

"Morgan Stanley & Co. LLC and Deutsche Bank Securities Inc. are acting 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, April 21, 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 the pricing of its previously announced underwritten, secondary offering (the "Offering") of 7,000,000 shares (the "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 $14.00 per share, for total gross proceeds to the Selling Stockholders of approximately $98,000,000, before deducting underwriting discounts and commissions. The Company has not offered any shares in the Offering and will not receive any of the proceeds from the Offering. The closing of the Offering is expected to occur on April 23, 2026, subject to customary closing conditions. The Selling Stockholders have also granted the underwriters a 30-day option to purchase up to an additional 1,050,000 shares of Common Stock.

Morgan Stanley & Co. LLC and Deutsche Bank Securities Inc. are acting 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 is being 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 may only be made by means of a prospectus supplement and the accompanying prospectus that will form a part of the registration statement. A preliminary prospectus supplement and the accompanying prospectus relating to the Offering will be filed with the SEC and will be available on the SEC's website. Copies of the final prospectus supplement and the accompanying prospectus, when available, 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; effective management of our communities; 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; changes in end-market demand requirements that could lead to cancelation of contracts for convenience in the Government segment; our reliance on third party manufacturers and suppliers; failure to retain key personnel; increases in raw material and labor 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; unanticipated changes in our tax obligations; our obligations under various laws and regulations; the effect of litigation, judgments, orders, regulatory or customer bankruptcy proceedings on our business; our ability to successfully acquire and integrate new operations; global or local economic and political movements, including any changes in policy under the Trump administration or any future administration; federal government budgeting and appropriations; our ability to effectively manage our credit risk, liquidity and collect on our accounts receivable; our ability to fulfill Target Hospitality's public company obligations; any failure of our management information systems; and our ability to refinance debt on favorable terms and meet our debt service requirements and obligations. 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-pricing-of-secondary-offering-302749552.html

SOURCE Target Hospitality

FAQ

What did Target Hospitality (TH) announce about the April 2026 share offering?

Target priced a secondary offering of 7,000,000 shares at $14.00 per share for about $98,000,000 gross to selling stockholders. According to the company, the offering closes expectedly on April 23, 2026 subject to customary conditions.

Will Target Hospitality (TH) receive proceeds from the secondary offering?

No. According to the company, Target Hospitality will not receive any proceeds from this offering because shares are sold by selling stockholders. The sale is a secondary transaction by holders controlled by TDR Capital LLP.

Who are the underwriters for Target Hospitality's (TH) April 2026 offering?

Morgan Stanley & Co. LLC and Deutsche Bank Securities Inc. are acting as book-running managers. According to the company, Northland, Oppenheimer, Stifel and Texas Capital Securities act as co-managers.

What is the underwriter option in Target Hospitality's (TH) offering and its size?

Underwriters have a 30-day option to purchase up to 1,050,000 additional shares. According to the company, this option could increase the total offered shares if exercised during the option period.

When was the shelf registration used for Target Hospitality's (TH) offering declared effective?

The shelf registration was initially filed April 10, 2019 and declared effective May 16, 2019. According to the company, the Offering is being made pursuant to that effective Form S-3 shelf registration.

How can investors obtain the prospectus for Target Hospitality's (TH) April 2026 offering?

Investors can obtain the prospectus from Morgan Stanley or Deutsche Bank prospectus departments. According to the company, the preliminary and final prospectus supplements will also be filed and available on the SEC website.