Target Hospitality holder sells 16.1M shares

Major TDR Capital–related holders of Target Hospitality reported a large secondary sale of 16.1 million shares in an underwritten public offering.

Rhea-AI Filing Summary

Target Hospitality Corp. (TH) reported that entities associated with major shareholder TDR Capital disclosed an indirect disposition of common stock. On September 10, 2026, MFA Global S.a r.l. (in liquidation) and Arrow Holdings S.a r.l. sold an aggregate of 16,100,000 shares of common stock in an underwritten public offering at $17.71375 per share, including shares sold pursuant to the underwriters' option to purchase additional shares. Following this transaction, entities associated with the reporting persons collectively held 29,878,409 shares indirectly, consisting of 22,712,560 shares held by Arrow and 7,165,849 shares held by MFA Global. Various TDR Capital-related entities and individuals may be deemed beneficial owners of these securities but disclaim beneficial ownership except to the extent of their pecuniary interest.

Insider Trade Summary

Other: 16,100,000 shares

Other 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

Type	Security	Shares	Price	Value
Other	Common Stock, par value $0.0001 per share F1, F2, F3, F4, F5	16,100,000	$17.71	$285.13M

Holdings After Transaction: Common Stock, par value $0.0001 per share — 29,878,409 shares (Indirect, See footnotes)

Footnotes (5)

1. F1. On September 10, 2026, MFA Global S.a r.l. (in liquidation) ("MFA Global") and Arrow Holdings S.a r.l. ("Arrow") sold an aggregate of 16,100,000 shares of common stock of the Issuer, par value $0.0001 per share (the "Common Stock") (including 2,100,000 shares of Common Stock pursuant to the underwriters' option to purchase additional shares), in an underwritten public offering pursuant to the prospectus supplement dated September 9, 2026, and accompanying registration statement on Form S-3 (File No. 333-230795). The shares were sold at a price of $17.71375 per share.
2. F2. Includes (i) 22,712,560 shares of Common Stock held by Arrow and (ii) 7,165,849 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 disposed: 16,100,000 shares Sale price per share: $17.71375 per share Post-transaction indirect holdings: 29,878,409 shares +2 more

5 metrics

Shares disposed 16,100,000 shares Common stock sold by MFA Global and Arrow on September 10, 2026

Sale price per share $17.71375 per share Price for the underwritten public offering, including option shares

Post-transaction indirect holdings 29,878,409 shares Aggregate common stock held by Arrow and MFA Global after the sale

Arrow post-transaction holdings 22,712,560 shares Common stock held by Arrow after the reported transaction

MFA Global post-transaction holdings 7,165,849 shares Common stock held by MFA Global after the reported transaction

Key Terms

underwritten public offering, prospectus supplement, registration statement on Form S-3, beneficial owner, +1 more

5 terms

underwritten public offering financial

"shares of Common Stock pursuant to the underwriters' option to purchase additional shares), in an underwritten public offering"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

prospectus supplement regulatory

"underwritten public offering pursuant to the prospectus supplement dated September 9, 2026"

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.

registration statement on Form S-3 regulatory

"and accompanying registration statement on Form S-3 (File No. 333-230795)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

beneficial owner financial

"may be deemed the beneficial owner of the securities of the Issuer held by Arrow"

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.

pecuniary interest financial

"disclaims beneficial ownership of the securities of the Issuer, except to the extent of its or his pecuniary interest therein"

FAQ

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

What insider transaction did TH report in this Form 4?

The filing reports that MFA Global S.a r.l. and Arrow Holdings S.a r.l. disposed of 16,100,000 shares of Target Hospitality common stock in an underwritten public offering on September 10, 2026, as an indirect transaction attributed to TDR-related reporting persons.

At what price were the TH shares sold in this insider-reported offering?

The 16,100,000 Target Hospitality (TH) shares were sold at $17.71375 per share in the underwritten public offering, according to the transaction footnote describing the sale terms.

How many TH shares do the reporting persons’ related entities hold after this transaction?

After the reported transaction, entities associated with the reporting persons hold an aggregate of 29,878,409 shares of Target Hospitality common stock, including 22,712,560 shares held by Arrow and 7,165,849 shares held by MFA Global.

Was the TH insider transaction part of a Rule 10b5-1 trading plan?

No. The Form 4 indicates that no Rule 10b5-1 trading plan is reported for this transaction, meaning the sale is not affirmatively identified as occurring under a pre-arranged trading plan.

Who actually sold the TH shares referenced in this Form 4?

The shares were sold by MFA Global S.a r.l. (in liquidation) and Arrow Holdings S.a r.l. in an underwritten public offering. TDR-related entities and individuals may be deemed beneficial owners but disclaim beneficial ownership except for their pecuniary interest.

Is Target Hospitality issuing new shares in this insider-reported transaction?

No. The Form 4 describes a sale by existing stockholders—MFA Global and Arrow—in an underwritten public offering. The disclosure concerns their disposition of existing Target Hospitality shares, not an issuance of new shares by the company.

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

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Available on EDGAR 09/14/2026 - 04:37 PM Accepted by SEC EDGAR 09/14/2026 - 04:32 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)
09/10/2026

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	09/10/2026		J(1)		16,100,000	D	$17.71(1)	29,878,409(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 September 10, 2026, MFA Global S.a r.l. (in liquidation) ("MFA Global") and Arrow Holdings S.a r.l. ("Arrow") sold an aggregate of 16,100,000 shares of common stock of the Issuer, par value $0.0001 per share (the "Common Stock") (including 2,100,000 shares of Common Stock pursuant to the underwriters' option to purchase additional shares), in an underwritten public offering pursuant to the prospectus supplement dated September 9, 2026, and accompanying registration statement on Form S-3 (File No. 333-230795). The shares were sold at a price of $17.71375 per share.

2. Includes (i) 22,712,560 shares of Common Stock held by Arrow and (ii) 7,165,849 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	09/14/2026
	Arrow Holdings S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager	09/14/2026
	MFA Holding S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager	09/14/2026
	MFA Limited Partnership SLP, By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Manager, MFA G.P. S.a r.l.	09/14/2026
	MFA Global S.a r.l. (in liquidation), By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Liquidator	09/14/2026
	TDR Capital II Investments LP, By: /s/ Blair Thompson, Name: Blair Thompson, Title: Partner, TDR Capital LLP acting in its capacity as fund manager	09/14/2026
	Sapphire Holding S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager	09/14/2026
	/s/ Gary Lindsay	09/14/2026
	/s/ Emma Gilks, as attorney-in-fact for Manjit Dale	09/14/2026
	/s/ Thomas Mitchell	09/14/2026
	** 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)