Target Hospitality corrects director's share report

The correction says Halkin’s earlier count was 22,946 shares low and Ball LP’s was 26,808 shares high.

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Form Type

4/A

Rhea-AI Filing Summary

Target Hospitality Corp. director Stephen Robertson amended his prior Form 4 to correct the reported in-kind distributions of common shares to Halkin Private Capital Limited and Ball LP. On June 18, 2026, the reported acquisitions were 13,098 and 41,515 shares by Halkin, and 77,147 and 244,520 shares by Ball LP.

The shares were distributed without additional consideration after an election to receive common stock in lieu of cash proceeds following a secondary offering by MFA Global and Arrow. The amendment says the original report underreported Halkin’s shares by 22,946 and overreported Ball LP’s by 26,808, and corrects the earliest transaction date from June 17 to June 18, 2026. Robertson may be deemed to beneficially own shares held by those entities, but disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

Other: 376,280 shares

Other 5 txns

Insider Robertson Stephen

Role Director

Type	Security	Shares	Price	Value
Other	Common Stock, par value $0.0001 per share ^{F1, F2, F3}	13,098	--	--
Other	Common Stock, par value $0.0001 per share ^{F1, F2, F3}	41,515	--	--
Other	Common Stock, par value $0.0001 per share ^{F1, F2, F3}	77,147	--	--
Other	Common Stock, par value $0.0001 per share ^{F1, F2, F3}	244,520	--	--
holding	Common Stock, par value $0.0001 per share	--	--	--

Holdings After Transaction: Common Stock, par value $0.0001 per share — 131,997 shares (Indirect, By Halkin Private Capital Limited); Common Stock, par value $0.0001 per share — 618,260 shares (Indirect, By Ball LP); Common Stock, par value $0.0001 per share — 465,950 shares (Direct)

Footnotes (3)

F1. Represents an in-kind distribution of shares of common stock of the Issuer, par value $0.0001 ("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.
F2. 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.
F3. The Reporting Person may be deemed to beneficially own shares of Common Stock distributed to Halkin and 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 each of Halkin and Ball LP, except to the extent of his pecuniary interest therein.

Key Figures

Halkin shares acquired: 13,098 shares Halkin shares acquired: 41,515 shares Ball LP shares acquired: 77,147 shares +4 more

7 metrics

Halkin shares acquired 13,098 shares In-kind distribution on June 18, 2026

Halkin shares acquired 41,515 shares In-kind distribution on June 18, 2026

Ball LP shares acquired 77,147 shares In-kind distribution on June 18, 2026

Ball LP shares acquired 244,520 shares In-kind distribution on June 18, 2026

Halkin shares underreported 22,946 shares Correction to the original Form 4

Ball LP shares overreported 26,808 shares Correction to the original Form 4

Direct common shares held 465,950 shares Reported following the June 18, 2026 transactions

Key Terms

in-kind distribution, beneficial ownership, pecuniary interest, secondary offering

4 terms

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.

beneficial ownership regulatory

"disclaims beneficial ownership of the shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

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

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

What did TH director Stephen Robertson’s Form 4/A correct?

It corrected the reported in-kind share distributions to Halkin Private Capital Limited and Ball LP: the original report underreported Halkin’s shares by 22,946 and overreported Ball LP’s by 26,808. It also corrected the earliest transaction date from June 17 to June 18, 2026.

How many shares did TH report distributed to Halkin and Ball LP?

On June 18, 2026, the reported acquisitions were 13,098 and 41,515 shares by Halkin Private Capital Limited and 77,147 and 244,520 shares by Ball LP.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 09/29/2026 - 04:22 PM Accepted by SEC EDGAR 09/29/2026 - 04:22 PM

SEC Form 4

FORM 4

UNITED 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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/22/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0001 per share								465,950	D
Common Stock, par value $0.0001 per share	06/18/2026		J⁽¹⁾		13,098	A	⁽¹⁾	90,482	I	By Halkin Private Capital Limited⁽²⁾⁽³⁾
Common Stock, par value $0.0001 per share	06/18/2026		J⁽¹⁾		41,515	A	⁽¹⁾	131,997	I	By Halkin Private Capital Limited⁽²⁾⁽³⁾
Common Stock, par value $0.0001 per share	06/18/2026		J⁽¹⁾		77,147	A	⁽¹⁾	373,740	I	By Ball LP⁽²⁾⁽³⁾
Common Stock, par value $0.0001 per share	06/18/2026		J⁽¹⁾		244,520	A	⁽¹⁾	618,260	I	By Ball LP⁽²⁾⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents an in-kind distribution of shares of common stock of the Issuer, par value $0.0001 ("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.

2. 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.

3. The Reporting Person may be deemed to beneficially own shares of Common Stock distributed to Halkin and 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 each of Halkin and 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 22, 2026 (the "Original Form 4") solely to correct the number of shares of Common Stock distributed to Halkin and 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 June 18, 2026. With respect to 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 Halkin and Ball LP, the Original Form 4 inadvertently under-reported the number of shares of Common Stock for Halkin by 22,946 and over-reported the number of shares of Common Stock for Ball LP by 26,808, each in the aggregate. Due to an inadvertent administrative error, the original Form 4 filed on June 22, 2026, erroneously indicated that the Date of Earliest Transaction was June 17, 2026, when, as reported in this amendment, the Date of Earliest Transaction was June 18, 2026.

	/s/ Heidi D. Lewis, as Attorney in Fact on behalf of Stephen Robertson	09/29/2026
	** Signature of Reporting Person	Date
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)

Source: View Original Filing on SEC EDGAR