Target Hospitality holders sell 11M shares at $18.40

TDR Capital II Investments LP may be deemed a beneficial owner of shares held by Arrow and MFA Global, while disclaiming ownership except to the extent of its pecuniary interest.

Rhea-AI Filing Summary

Target Hospitality Corp. (TH) reports that MFA Global S.a r.l. (in liquidation) and Arrow Holdings S.a r.l. sold an aggregate of 11,000,000 shares of common stock in an open market sale on October 1, 2026, at $18.40 per share. The reported post-sale position was 16,226,363 shares, including 12,334,735 held by Arrow and 3,891,628 held by MFA Global. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Net Seller: 11,000,000 shares

Net Sell 1 txn

Insider TDR Capital II Investments LP, Arrow Holdings S.a.r.l., MFA Holding S.a.r.l., MFA Limited Partnership SLP, MFA Global S.a.r.l., TDR Capital LLP, Sapphire Holding S.a r.l., Lindsay Gary, DALE MANJIT, Mitchell Thomas Andrew

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner

Sold 11,000,000 shs ($202.40M)

Type	Security	Shares	Price	Value
Sale	Common Stock, par value $0.0001 per share F1, F2, F3, F4, F5	11,000,000	$18.40	$202.40M

Holdings After Transaction: Common Stock, par value $0.0001 per share — 16,226,363 shares (Indirect, See footnotes)

Footnotes (5)

1. F1. On October 1, 2026, MFA Global S.a r.l. (in liquidation) ("MFA Global") and Arrow Holdings S.a r.l. ("Arrow") sold an aggregate of 11,000,000 shares of common stock, par value $0.0001 per share of the Issuer (the "Common Stock"), in an open market sale at a price per share of $18.40.
2. F2. Includes (i) 12,334,735 shares of Common Stock held by Arrow and (ii) 3,891,628 shares of Common Stock held by MFA Global.
3. F3. As the controlling shareholder of Arrow, TDR Capital II Investments LP may be deemed the beneficial owner of the securities of the Issuer held by Arrow. Sapphire Holding S.a r.l. is the direct shareholder of Arrow and wholly owned by TDR Capital II Investments LP.
4. F4. MFA Holding S.a r.l. ("MFA Holding") is the controlling shareholder of MFA Limited Partnership SLP ("MFA SLP" and together with MFA Holdings and MFA Global, the "MFA Entities"), which is the controlling shareholder of MFA Global. TDR Capital II Investments LP, as the controlling shareholder of MFA Holding, may be deemed the beneficial owner of the securities of the Issuer held by MFA Global. As manager of TDR Capital II Investments LP, TDR Capital LLP may be deemed the beneficial owner of such securities of the Issuer held by Arrow and MFA Global. As a founding partner of TDR Capital LLP, Manjit Dale may be deemed the beneficial owner of such securities of the Issuer held by Arrow and MFA Holding. As managing partners of TDR Capital LLP, Gary Lindsay and Thomas Mitchell may be deemed the beneficial owners of such securities of the Issuer held by Arrow and MFA Holding.
5. F5. Each of TDR Capital II Investments LP, TDR Capital LLP, Manjit Dale, Gary Lindsay and Thomas Mitchell (the "TDR Persons") may be deemed the beneficial owner of all or a portion of the securities reported herein. Each of the TDR Persons disclaims beneficial ownership of the securities of the Issuer, except to the extent of its or his pecuniary interest therein. The filing of this report shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or otherwise, the TDR Persons are the beneficial owners of any of the securities reported herein.

Key Figures

Shares sold: 11,000,000 shares Sale price: $18.40 per share Reported shares following transaction: 16,226,363 shares +2 more

5 metrics

Shares sold 11,000,000 shares Aggregate open market sale on October 1, 2026

Sale price $18.40 per share Open market sale on October 1, 2026

Reported shares following transaction 16,226,363 shares Reported post-sale position

Arrow shares held 12,334,735 shares Shares held by Arrow

MFA Global shares held 3,891,628 shares Shares held by MFA Global

Key Terms

open market sale, beneficial owner, controlling shareholder, pecuniary interest

4 terms

open market sale financial

"sold an aggregate of 11,000,000 shares ... in an open market sale"

An open market sale is when a company or a shareholder sells shares through the regular stock market to any willing buyer, using ordinary exchange trading rather than private deals. It matters to investors because it increases the number of shares available and can push the price down or change ownership balance—think of it like someone putting extra items on a supermarket shelf for any shopper to buy, which can lower the item's price if supply suddenly grows.

beneficial owner regulatory

"may be deemed the beneficial owner of the securities"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

controlling shareholder financial

"As the controlling shareholder of Arrow"

A controlling shareholder is a person or entity that holds enough voting power in a company—often a majority of votes or decisive influence through agreements—to determine its board, strategy and major decisions. For investors this matters because that control shapes corporate direction, risk and who benefits from deals; like a driver steering a car, a controlling shareholder can speed up or block changes, which can affect minority shareholders’ returns and the company’s value.

pecuniary interest regulatory

"except to the extent of its or his pecuniary interest therein"

FAQ

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

How many TH shares did Arrow and MFA Global sell?

MFA Global S.a r.l. (in liquidation) and Arrow Holdings S.a r.l. sold an aggregate of 11,000,000 TH common shares in an open market sale on October 1, 2026, at $18.40 per share. No Rule 10b5-1 plan is reported. The reported post-sale position was 16,226,363 shares, including 12,334,735 held by Arrow and 3,891,628 held by MFA Global.

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

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Available on EDGAR 10/05/2026 - 05:22 PM Accepted by SEC EDGAR 10/05/2026 - 05:22 PM Learn about SEC filing dates

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^*

TDR Capital II Investments LP

(Last) (First) (Middle)

C/O TDR CAPITAL LLP

20 BENTINCK STREET

(Street)

LONDON W1U 2EU

(City) (State) (Zip)

UNITED KINGDOM

(Country)

2. Issuer Name and Ticker or Trading Symbol
Target Hospitality Corp. [ TH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share	10/01/2026		S(1)		11,000,000	D	$18.4(1)	16,226,363(2)	I	See footnotes(3)(4)(5)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

TDR Capital II Investments LP

(Last) (First) (Middle)

C/O TDR CAPITAL LLP

20 BENTINCK STREET

(Street)

LONDON W1U 2EU

(City) (State) (Zip)

UNITED KINGDOM

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Arrow Holdings S.a.r.l.

(Last) (First) (Middle)

25C BOULEVARD ROYAL

(Street)

LUXEMBOURG L-2449

(City) (State) (Zip)

LUXEMBOURG

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MFA Holding S.a.r.l.

(Last) (First) (Middle)

25C BOULEVARD ROYAL

(Street)

LUXEMBOURG L-2449

(City) (State) (Zip)

LUXEMBOURG

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MFA Limited Partnership SLP

(Last) (First) (Middle)

25C BOULEVARD ROYAL

(Street)

LUXEMBOURG L-2449

(City) (State) (Zip)

LUXEMBOURG

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MFA Global S.a.r.l.

(Last) (First) (Middle)

25C BOULEVARD ROYAL

(Street)

LUXEMBOURG L-2449

(City) (State) (Zip)

LUXEMBOURG

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TDR Capital LLP

(Last) (First) (Middle)

C/O TDR CAPITAL LLP

20 BENTINCK STREET

(Street)

LONDON W1U 2EU

(City) (State) (Zip)

UNITED KINGDOM

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Sapphire Holding S.a r.l.

(Last) (First) (Middle)

25C BOULEVARD ROYAL

(Street)

LUXEMBOURG L-2449

(City) (State) (Zip)

LUXEMBOURG

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Lindsay Gary

(Last) (First) (Middle)

C/O TDR CAPITAL LLP

20 BENTINCK STREET

(Street)

LONDON W1U 2EU

(City) (State) (Zip)

UNITED KINGDOM

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DALE MANJIT

(Last) (First) (Middle)

C/O TDR CAPITAL LLP

20 BENTINCK STREET

(Street)

LONDON W1U 2EU

(City) (State) (Zip)

UNITED KINGDOM

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Mitchell Thomas Andrew

(Last) (First) (Middle)

C/O TDR CAPITAL LLP

20 BENTINCK STREET

(Street)

LONDON W1U 2EU

(City) (State) (Zip)

UNITED KINGDOM

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On October 1, 2026, MFA Global S.a r.l. (in liquidation) ("MFA Global") and Arrow Holdings S.a r.l. ("Arrow") sold an aggregate of 11,000,000 shares of common stock, par value $0.0001 per share of the Issuer (the "Common Stock"), in an open market sale at a price per share of $18.40.

2. Includes (i) 12,334,735 shares of Common Stock held by Arrow and (ii) 3,891,628 shares of Common Stock held by MFA Global.

3. As the controlling shareholder of Arrow, TDR Capital II Investments LP may be deemed the beneficial owner of the securities of the Issuer held by Arrow. Sapphire Holding S.a r.l. is the direct shareholder of Arrow and wholly owned by TDR Capital II Investments LP.

4. MFA Holding S.a r.l. ("MFA Holding") is the controlling shareholder of MFA Limited Partnership SLP ("MFA SLP" and together with MFA Holdings and MFA Global, the "MFA Entities"), which is the controlling shareholder of MFA Global. TDR Capital II Investments LP, as the controlling shareholder of MFA Holding, may be deemed the beneficial owner of the securities of the Issuer held by MFA Global. As manager of TDR Capital II Investments LP, TDR Capital LLP may be deemed the beneficial owner of such securities of the Issuer held by Arrow and MFA Global. As a founding partner of TDR Capital LLP, Manjit Dale may be deemed the beneficial owner of such securities of the Issuer held by Arrow and MFA Holding. As managing partners of TDR Capital LLP, Gary Lindsay and Thomas Mitchell may be deemed the beneficial owners of such securities of the Issuer held by Arrow and MFA Holding.

5. Each of TDR Capital II Investments LP, TDR Capital LLP, Manjit Dale, Gary Lindsay and Thomas Mitchell (the "TDR Persons") may be deemed the beneficial owner of all or a portion of the securities reported herein. Each of the TDR Persons disclaims beneficial ownership of the securities of the Issuer, except to the extent of its or his pecuniary interest therein. The filing of this report shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or otherwise, the TDR Persons are the beneficial owners of any of the securities reported herein.

	TDR Capital LLP, By: /s/ Blair Thompson, Name: Blair Thompson, Title: Partner	10/05/2026
	Arrow Holdings S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager	10/05/2026
	MFA Holding S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager	10/05/2026
	MFA Limited Partnership SLP, By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Manager, MFA G.P. S.a r.l.	10/05/2026
	MFA Global S.a r.l. (in liquidation), By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Liquidator	10/05/2026
	TDR Capital II Investments LP, By: /s/ Blair Thompson, Name: Blair Thompson, Title: Partner, TDR Capital LLP acting in its capacity as fund manager	10/05/2026
	Sapphire Holding S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager	10/05/2026
	/s/ Gary Lindsay	10/05/2026
	/s/ Emma Gilks, as attorney-in-fact for Manjit Dale	10/05/2026
	/s/ Thomas Mitchell	10/05/2026
	** 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)