Target Hospitality director acquires shares indirectly

The shares were distributed in kind after a TDR-managed investment fund elected common stock in lieu of cash proceeds in a secondary offering.

Rhea-AI Filing Summary

Target Hospitality Corp. (TH) reported indirect acquisitions of common stock on October 22, 2026, through Halkin Private Capital Limited (56,273 and 178,361 shares) and Ball LP (189,563 and 246,100 shares).

The shares were distributed in kind after a TDR-managed investment fund elected to receive common stock instead of cash proceeds following a secondary offering by MFA Global and Arrow Holdings, without additional consideration. TH director Stephen Robertson was identified as a director and controlling stockholder of Halkin and a limited partner with a 35.6% interest in Ball LP; he disclaimed beneficial ownership of their shares except to the extent of his pecuniary interest. A separate entry lists 465,950 shares held directly by Robertson.

Insider Trade Summary

Other: 670,297 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	56,273	--	--
Other	Common Stock, par value $0.0001 per share F1, F2, F3	178,361	--	--
Other	Common Stock, par value $0.0001 per share F1, F2, F3	189,563	--	--
Other	Common Stock, par value $0.0001 per share F1, F2, F3	246,100	--	--
holding	Common Stock, par value $0.0001 per share	--	--	--

Holdings After Transaction: Common Stock, par value $0.0001 per share — 692,484 shares (Indirect, By Halkin Private Capital Limited); Common Stock, par value $0.0001 per share — 1,665,769 shares (Indirect, By Ball LP); Common Stock, par value $0.0001 per share — 465,950 shares (Direct)

Footnotes (3)

1. 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.
2. 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.
3. F3. The Reporting Person may be deemed to beneficially own the 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

Indirect common-stock acquisition through Halkin Private Capital Limited: 56,273 shares Indirect common-stock acquisition through Halkin Private Capital Limited: 178,361 shares Indirect common-stock acquisition through Ball LP: 189,563 shares +2 more

5 metrics

Indirect common-stock acquisition through Halkin Private Capital Limited 56,273 shares October 22, 2026

Indirect common-stock acquisition through Halkin Private Capital Limited 178,361 shares October 22, 2026

Indirect common-stock acquisition through Ball LP 189,563 shares October 22, 2026

Indirect common-stock acquisition through Ball LP 246,100 shares October 22, 2026

Direct common-stock holding 465,950 shares Holding entry dated October 22, 2026

Key Terms

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

4 terms

in-kind distribution financial

"Represents an in-kind distribution of shares"

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.

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.

pecuniary interest financial

"except to the extent of his pecuniary interest therein"

beneficial ownership financial

"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.

FAQ

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

How many TH shares were distributed to Halkin and Ball LP?

Halkin Private Capital Limited reported indirect acquisitions of 56,273 and 178,361 shares, while Ball LP reported indirect acquisitions of 189,563 and 246,100 shares, all dated October 22, 2026. The shares were distributed in kind without additional consideration.

What was Stephen Robertson’s connection to the TH share transactions?

Stephen Robertson was a TH director and was identified as a director and controlling stockholder of Halkin; he also held a 35.6% ownership interest as a limited partner in Ball LP. He disclaimed beneficial ownership of shares held by those entities except to the extent of his pecuniary interest. A separate entry listed 465,950 shares held directly.

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 10/23/2026 - 04:01 PM EDT Accepted by SEC EDGAR 10/23/2026 - 04:01 PM EDT 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^*

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)
10/22/2026

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)

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								465,950	D
Common Stock, par value $0.0001 per share	10/22/2026		J(1)		56,273	A	(1)	514,123	I	By Halkin Private Capital Limited(2)(3)
Common Stock, par value $0.0001 per share	10/22/2026		J(1)		178,361	A	(1)	692,484	I	By Halkin Private Capital Limited(2)(3)
Common Stock, par value $0.0001 per share	10/22/2026		J(1)		189,563	A	(1)	1,419,669	I	By Ball LP(2)(3)
Common Stock, par value $0.0001 per share	10/22/2026		J(1)		246,100	A	(1)	1,665,769	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 the 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.

	/s/ Heidi D. Lewis, as Attorney in Fact on behalf of Stephen Robertson	10/23/2026
	** 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)