Target Hospitality holder proposes $154M share sale

The notice ties the securities to a 2019 business-combination contribution and includes MFA Global S.’s recent sales in the Rule 144 aggregation.

Rhea-AI Filing Summary

Target Hospitality Corp. has a Rule 144 notice listing Arrow Holdings S., a 10% stockholder, as proposing to sell 8,361,829 shares of common stock for an aggregate market value of $153,857,653.60. The approximate sale date is October 1, 2026; Morgan Stanley & Co. LLC is listed as broker and Nasdaq as the exchange. The notice reports that MFA Global S. sold 2,638,171 shares during the past three months, with a reported value of $48,542,346.40, and states that those sales are aggregated with the seller’s under Rule 144. The proposed shares are listed as acquired on March 15, 2019, through a business-combination transaction as merger consideration.

Key Figures

Shares proposed for sale: 8,361,829 shares Aggregate market value: $153,857,653.60 Outstanding shares: 97,929,824 shares +2 more

5 metrics

Shares proposed for sale 8,361,829 shares Target Hospitality Corp. common stock

Aggregate market value $153,857,653.60 Shares proposed for sale

Outstanding shares 97,929,824 shares Share count reported in the securities-to-be-sold information

Shares sold during the past three months 2,638,171 shares MFA Global S.

Reported value of past sales $48,542,346.40 MFA Global S. sales reported for the past three months

Key Terms

Rule 144, 10% Stockholder, business combination transaction, merger consideration

4 terms

Rule 144 regulatory

"aggregated by paragraph (e) of Rule 144"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

10% Stockholder regulatory

"10% Stockholder"

business combination transaction financial

"Business combination transaction"

A business combination transaction is when two companies join together—through a merger, acquisition or similar deal—so they operate as one entity. For investors, it matters because the deal can change ownership stakes, the company’s value, future profits and risks, and often leads to new management or strategy; think of two households combining finances and plans, which can improve efficiency but also bring uncertainty about who controls the budget and how resources are used.

merger consideration financial

"as merger consideration"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

FAQ

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

How many shares of TH does Arrow Holdings S. propose to sell?

Arrow Holdings S. proposes to sell 8,361,829 shares of Target Hospitality Corp. common stock, with an aggregate market value of $153,857,653.60. The approximate sale date is October 1, 2026.

How did Arrow Holdings S. acquire the TH shares?

The securities-to-be-sold information lists March 15, 2019, as the acquisition date and describes a business-combination transaction. It states that the shares were received through a contribution of equity interests of certain entities as merger consideration.

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

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Available on EDGAR 10/01/2026 - 06:58 PM Accepted by SEC EDGAR 10/01/2026 - 06:58 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001767017
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Target Hospitality Corp.
SEC File Number	001-38343
Address of Issuer	9320 LAKESIDE BLVD. SUITE 300 THE WOODLANDS TEXAS 77381
Phone	832-709-2563
Name of Person for Whose Account the Securities are To Be Sold	Arrow Holdings S.a.r.l.
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	10% Stockholder

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock, par value $0.0001 per share	Morgan Stanley & Co. LLC 1585 Broadway New York NY 10036	8361829	153857653.60	97929824	10/01/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock, par value $0.0001 per share	03/15/2019	Business combination transaction	Issuer			8361829	03/15/2019	Contribution of the equity interests of certain entities as merger consideration.

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
MFA Global S.a.r.l. 25C, Boulevard Royal LUXEMBOURG N4 L-2449	Common Stock, par value $0.0001 per share	10/01/2026	2638171	48542346.40

144: Remarks and Signature

Remarks	Sales by the Seller of shares of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") are required to be aggregated by paragraph (e) of Rule 144 with sales of Common Stock by MFA Global S.a.r.l.
Date of Notice	10/01/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Evelina Jakstas
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)