TDR-linked holders in Target Hospitality (TH) move 1.34M shares

Rhea-AI Filing Summary

Target Hospitality Corp.’s major holders reported an internal share redistribution. On June 18, 2026, MFA Global S.a r.l. (in liquidation) and Arrow Holdings S.a r.l. distributed an aggregate of 1,344,460 shares of common stock to certain limited partners for no consideration.

Following this restructuring-type transaction, entities associated with TDR Capital remain indirect holders of 45,978,409 shares of Target Hospitality common stock, including 34,951,238 shares held by Arrow and 11,027,171 shares held by MFA Global. The TDR-related persons expressly disclaim beneficial ownership beyond their pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 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 null | null | null | null | null | null | null | null | null | null

Type	Security	Shares	Price	Value
Other	Common Stock, par value $0.0001 per share	1,344,460	$0.00	--

Holdings After Transaction: Common Stock, par value $0.0001 per share — 45,978,409 shares (Indirect, See footnotes)

Footnotes (1)

1. On June 18, 2026, MFA Global S.a r.l. (in liquidation) ("MFA Global") and Arrow Holdings S.a r.l. ("Arrow") distributed an aggregate of 1,344,460 shares of common stock of the Issuer, par value $0.0001 per share (the "Common Stock") to certain limited partners of MFA Global and Arrow, respectively, for no consideration. Includes (i) 34,951,238 shares of Common Stock held by Arrow and (ii) 11,027,171 shares of Common Stock held by MFA Global. 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. 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. 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 redistributed: 1,344,460 shares Arrow Holdings position: 34,951,238 shares MFA Global position: 11,027,171 shares +2 more

5 metrics

Shares redistributed 1,344,460 shares Distributed on June 18, 2026 to certain limited partners

Arrow Holdings position 34,951,238 shares Common stock held by Arrow Holdings after transaction

MFA Global position 11,027,171 shares Common stock held by MFA Global after transaction

Total indirect holdings 45,978,409 shares Total common stock indirectly held following the transaction

Transaction code J (other transaction) Classified as other acquisition or disposition

Key Terms

limited partners, beneficial owner, controlling shareholder, pecuniary interest, +1 more

5 terms

limited partners financial

"distributed an aggregate of 1,344,460 shares ... to certain limited partners of MFA Global and Arrow"

Limited partners are investors who provide most of the capital to an investment partnership but do not run its day-to-day business; they have liability only up to the amount they invested. Think of them as silent backers who hire a manager to make decisions and share in profits or losses; their importance to investors lies in shaping how much money a fund can deploy, the risk and return profile they receive, and the liquidity and fees associated with that investment.

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.

controlling shareholder financial

"As the controlling shareholder of Arrow, TDR Capital II Investments LP may be deemed the beneficial owner"

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 financial

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

Section 16 regulatory

"for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or otherwise"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

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Form 4 Insider Transactions: What Each Field Means →

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)
06/18/2026

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	06/18/2026		J(1)		1,344,460	D	$0(1)	45,978,409(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 June 18, 2026, MFA Global S.a r.l. (in liquidation) ("MFA Global") and Arrow Holdings S.a r.l. ("Arrow") distributed an aggregate of 1,344,460 shares of common stock of the Issuer, par value $0.0001 per share (the "Common Stock") to certain limited partners of MFA Global and Arrow, respectively, for no consideration.

2. Includes (i) 34,951,238 shares of Common Stock held by Arrow and (ii) 11,027,171 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	06/22/2026
	Arrow Holdings S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager	06/22/2026
	MFA Holding S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager	06/22/2026
	MFA Limited Partnership SLP, By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Manager, MFA G.P. S.a r.l.	06/22/2026
	MFA Global S.a r.l. (in liquidation), By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Liquidator	06/22/2026
	TDR Capital II Investments LP, By: /s/ Blair Thompson, Name: Blair Thompson, Title: Partner, TDR Capital LLP acting in its capacity as fund manager	06/22/2026
	Sapphire Holding S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager	06/22/2026
	/s/ Gary Lindsay	06/22/2026
	/s/ Emma Gilks, as attorney-in-fact for Manjit Dale	06/22/2026
	/s/ Thomas Mitchell	06/22/2026
	** 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)

FAQ

What insider transaction did Target Hospitality (TH) disclose in this Form 4?

Target Hospitality reported an internal restructuring transaction where MFA Global and Arrow Holdings distributed 1,344,460 common shares to certain limited partners for no consideration, rather than an open-market buy or sell, reflecting a shift in how existing holdings are apportioned.

How many Target Hospitality (TH) shares were redistributed in the Form 4 filing?

The filing shows 1,344,460 Target Hospitality common shares were distributed by MFA Global and Arrow Holdings to certain limited partners. This was done for no consideration, indicating a reallocation among existing investors rather than a market transaction involving new cash proceeds.

What is the indirect shareholding reported after this Target Hospitality (TH) transaction?

After the transaction, entities associated with TDR Capital report indirect ownership of 45,978,409 Target Hospitality common shares. This includes 34,951,238 shares held by Arrow Holdings and 11,027,171 shares held by MFA Global, providing context for the scale of their remaining position.

Did TDR-affiliated parties buy or sell Target Hospitality (TH) shares on the market?

The Form 4 describes an internal distribution of 1,344,460 shares to limited partners for no consideration, coded as an “other” transaction, not an open-market purchase or sale. It reflects restructuring of existing holdings rather than trading in the public market.

How do TDR-related persons describe their ownership of Target Hospitality (TH) shares?

TDR-related persons state they may be deemed beneficial owners of some or all reported securities but expressly disclaim beneficial ownership, except to the extent of their pecuniary interest. This legal language clarifies economic exposure without asserting full ownership or control of all shares.

Which entities hold the redistributed Target Hospitality (TH) shares according to the filing?

The filing explains that Arrow Holdings S.a r.l. holds 34,951,238 Target Hospitality shares and MFA Global S.a r.l. holds 11,027,171 shares. The 1,344,460-share distribution reduced their positions while reallocating shares to certain limited partners within their investment structures.