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Target Hospitality corrects director's share count

The amended report lists 465,950 shares held directly by the director as of May 28, 2026, apart from Ball LP's distribution entries.

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Form Type
4/A

Rhea-AI Filing Summary

Target Hospitality Corp. director Stephen Robertson amended his ownership report to correct a prior over-reporting of 10,621 shares, in aggregate, that he may be deemed to beneficially own in connection with Ball LP. Entries dated May 28, 2026 report Ball LP acquiring 71,133 and 225,460 shares through an in-kind distribution, following an election to receive Common Stock instead of cash proceeds from a secondary offering. Robertson disclaims beneficial ownership of Ball LP's shares except to the extent of his pecuniary interest.

Insider Robertson Stephen
Role Director
Type Security Shares Price Value
Other Common Stock, par value $0.0001 per share F2, F3, F4 71,133 -- --
Other Common Stock, par value $0.0001 per share F2, F3, F4 225,460 -- --
holding Common Stock, par value $0.0001 per share F1 -- -- --
Holdings After Transaction: Common Stock, par value $0.0001 per share — 296,593 shares (Indirect, By Ball LP); Common Stock, par value $0.0001 per share — 465,950 shares (Direct)
Footnotes (4)
  1. F1. The total number of shares of common stock of the Issuer, par value $0.0001 ("Common Stock") directly held by the Reporting Person was over-reported by 286,447 shares of Common Stock due to an inadvertent administrative error in the Reporting Person's Form 4 filed on May 26, 2026, and also were over-reported in subsequent Forms 4 filed by the Reporting Person. The Reporting Person's beneficial ownership has been corrected in this Form 4.
  2. F2. Represents an in-kind distribution of shares of Common Stock to partners or members of TDR Capital ("TDR"). The shares were acquired in connection with the election to receive Common Stock in lieu of cash proceeds, without additional consideration, following a secondary offering by MFA Global S.a r.l. ("MFA Global") and Arrow Holdings S.a r.l. ("Arrow"). TDR is the manager of the investment fund that is the ultimate beneficial owner of each of MFA Global and Arrow.
  3. F3. The Reporting Person is the director and controlling stockholder of Halkin Private Capital Limited ("Halkin") and is deemed the ultimate beneficial owner of the shares of Common Stock held by Halkin. Halkin is a director and shareholder of Ball GP, the general partner to Ball LP, in which the Reporting Person is a limited partner and holds a 35.6% ownership interest.
  4. F4. The Reporting Person may be deemed to beneficially own a certain number of the shares of Common Stock distributed to Ball LP in connection with the Offering. The Reporting Person disclaims beneficial ownership of the shares of Common Stock held by Ball LP, except to the extent of his pecuniary interest therein.
Shares in prior over-reporting 10,621 shares Aggregate correction to shares Robertson may be deemed to beneficially own in connection with Ball LP.
Shares acquired by Ball LP 71,133 shares Entry dated May 28, 2026.
Shares acquired by Ball LP 225,460 shares Entry dated May 28, 2026.
Direct shares held 465,950 shares Held directly by Stephen Robertson as of May 28, 2026.
in-kind distribution financial
"Represents an in-kind distribution of shares of Common Stock"
A distribution of value to shareholders or beneficiaries made by transferring assets instead of paying cash, such as shares, bonds, or property. Like receiving a box of goods rather than money, it changes what you hold rather than adding liquid funds; investors care because it affects a portfolio’s composition, liquidity, tax reporting, and cost basis for the received assets.
beneficially own financial
"may be deemed to beneficially own a certain number of the shares"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
pecuniary interest financial
"except to the extent of his pecuniary interest therein"
secondary offering financial
"following a secondary offering by MFA Global and Arrow"
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.

FAQ

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What did TH's Form 4/A correct?

Stephen Robertson's prior Form 4 had over-reported by 10,621 shares, in aggregate, the Common Stock he may be deemed to beneficially own in connection with the in-kind distribution to Ball LP. The amendment corrects that reported amount.

How many shares did Ball LP acquire?

Ball LP's May 28, 2026 entries report acquisitions of 71,133 shares and 225,460 shares. The shares were distributed in kind following an election to receive Common Stock instead of cash proceeds from a secondary offering, without additional consideration.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Robertson Stephen

(Last)(First)(Middle)
9320 LAKESIDE BLVD., STE 300

(Street)
THE WOODLANDS TEXAS 77381

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Target Hospitality Corp. [ TH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)
06/01/2026
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.0001 per share465,950(1)D
Common Stock, par value $0.0001 per share05/28/2026J(2)71,133A(2)71,133IBy Ball LP(3)(4)
Common Stock, par value $0.0001 per share05/28/2026J(2)225,460A(2)296,593IBy Ball LP(3)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The total number of shares of common stock of the Issuer, par value $0.0001 ("Common Stock") directly held by the Reporting Person was over-reported by 286,447 shares of Common Stock due to an inadvertent administrative error in the Reporting Person's Form 4 filed on May 26, 2026, and also were over-reported in subsequent Forms 4 filed by the Reporting Person. The Reporting Person's beneficial ownership has been corrected in this Form 4.
2. Represents an in-kind distribution of shares of Common Stock to partners or members of TDR Capital ("TDR"). The shares were acquired in connection with the election to receive Common Stock in lieu of cash proceeds, without additional consideration, following a secondary offering by MFA Global S.a r.l. ("MFA Global") and Arrow Holdings S.a r.l. ("Arrow"). TDR is the manager of the investment fund that is the ultimate beneficial owner of each of MFA Global and Arrow.
3. The Reporting Person is the director and controlling stockholder of Halkin Private Capital Limited ("Halkin") and is deemed the ultimate beneficial owner of the shares of Common Stock held by Halkin. Halkin is a director and shareholder of Ball GP, the general partner to Ball LP, in which the Reporting Person is a limited partner and holds a 35.6% ownership interest.
4. The Reporting Person may be deemed to beneficially own a certain number of the shares of Common Stock distributed to Ball LP in connection with the Offering. The Reporting Person disclaims beneficial ownership of the shares of Common Stock held by Ball LP, except to the extent of his pecuniary interest therein.
Remarks:
This Form 4/A amends the Form 4 filed by the Reporting Person on June 1, 2026 (the "Original Form 4") solely to correct the number of shares of Common Stock distributed to Ball LP that the Reporting Person may be deemed to beneficially own, as represented in Column 4 and Column 5 of Table I with respect to the transactions dated May 28, 2026. The Original Form 4 inadvertently over-reported the number of shares of Common Stock that the Reporting Person may be deemed to beneficially own in connection with the in-kind distribution to Ball LP by 10,621 shares of Common Stock, in the aggregate.
/s/ Heidi D. Lewis, as Attorney in Fact on behalf of Stephen Robertson09/29/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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