TDR-linked holders sell 8.05M Target shares

Target Hospitality Corp. disclosed that investment entities affiliated with TDR Capital restructured and reduced their indirect stake.

Rhea-AI Filing Summary

Target Hospitality Corp. disclosed that investment entities affiliated with TDR Capital restructured and reduced their indirect stake. On May 28, 2026, MFA Global and Arrow Holdings distributed an aggregate 1,203,134 shares of common stock to certain limited partners for no consideration. On May 29, 2026, the same entities sold an aggregate 8,050,000 shares in an underwritten public offering at $16.3625 per share. After these transactions, they continued to hold 47,322,869 shares indirectly through Arrow and MFA Global, and various TDR Capital-related entities may be deemed beneficial owners but expressly disclaim beneficial ownership beyond their pecuniary interest.

Insider Trade Summary

Other: 9,253,134 shares

Other 2 txns

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	8,050,000	$16.36	$131.70M
Other	Common Stock, par value $0.0001 per share	1,203,134	$0.00	$0.00

Holdings After Transaction: Common Stock, par value $0.0001 per share — 47,322,869 shares (Indirect, See footnotes)

Footnotes (6)

1. F1. On May 28, 2026, MFA Global S.a r.l. (in liquidation) ("MFA Global") and Arrow Holdings S.a r.l. ("Arrow") distributed an aggregate of 1,203,134 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. F2. On May 29, 2026, MFA Global and Arrow sold an aggregate of 8,050,000 shares of Common Stock (including 1,050,000 shares of Common Stock pursuant to the underwriters' option to purchase additional shares), in an underwritten public offering pursuant to the prospectus supplement dated May 28, 2026, and accompanying registration statement on Form S-3 (File No. 333-230795). The shares were sold at a price of $16.3625 per share.
3. F3. Includes (i) 35,973,253 shares of Common Stock held by Arrow and (ii) 11,349,616 shares of Common Stock held by MFA Global.
4. F4. 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.
5. F5. 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.
6. F6. 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

Underwritten sale size: 8,050,000 shares Offering price: $16.3625 per share Distributed shares: 1,203,134 shares +4 more

7 metrics

Underwritten sale size 8,050,000 shares Common stock sold May 29, 2026 in underwritten public offering

Offering price $16.3625 per share Price for 8,050,000 shares sold by MFA Global and Arrow

Distributed shares 1,203,134 shares Common stock distributed May 28, 2026 to certain limited partners

Post-transaction holdings 47,322,869 shares Common stock held indirectly after transactions via Arrow and MFA Global

Arrow holdings 35,973,253 shares Common stock held by Arrow Holdings S.a r.l.

MFA Global holdings 11,349,616 shares Common stock held by MFA Global S.a r.l. (in liquidation)

Restructuring volume 9,253,134 shares Aggregate shares involved in J-code restructuring transactions

Key Terms

underwritten public offering, limited partners, registration statement on Form S-3, beneficial owner, +2 more

6 terms

underwritten public offering financial

"sold an aggregate of 8,050,000 shares of Common Stock ... 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.

limited partners financial

"distributed an aggregate of 1,203,134 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.

registration statement on Form S-3 regulatory

"underwritten public offering pursuant to the prospectus supplement ... and accompanying registration statement on Form S-3"

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"

Section 16 of the Securities Exchange Act of 1934 regulatory

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

A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.

FAQ

What insider transactions did TDR-related entities report in Target Hospitality (TH)?

Entities affiliated with TDR Capital reported two restructuring transactions involving Target Hospitality common stock, including a distribution of 1,203,134 shares to limited partners and a sale of 8,050,000 shares in an underwritten public offering at $16.3625 per share.

How many Target Hospitality (TH) shares were distributed to limited partners?

MFA Global and Arrow Holdings distributed an aggregate 1,203,134 Target Hospitality common shares to certain limited partners for no consideration. This movement reflects a redistribution of ownership interests within their investor base rather than an open-market sale of those specific shares.

How many Target Hospitality (TH) shares were sold in the underwritten offering?

MFA Global and Arrow Holdings sold an aggregate 8,050,000 Target Hospitality common shares in an underwritten public offering. The sale included 1,050,000 shares issued under the underwriters’ option to purchase additional shares, all priced at $16.3625 per share.

At what price were the Target Hospitality (TH) shares sold by MFA Global and Arrow?

The 8,050,000 Target Hospitality common shares sold by MFA Global and Arrow in the underwritten public offering were priced at $16.3625 per share. This transaction was conducted under a prospectus supplement dated May 28, 2026, tied to a Form S-3 registration statement.

How many Target Hospitality (TH) shares do the reporting entities hold after these transactions?

Following the reported transactions, Arrow Holdings and MFA Global together hold 47,322,869 Target Hospitality common shares. This includes 35,973,253 shares held by Arrow and 11,349,616 shares held by MFA Global, reflecting their remaining combined indirect position.

Do TDR Capital entities claim full beneficial ownership of the Target Hospitality (TH) shares?

TDR Capital II Investments LP, TDR Capital LLP and related individuals may be deemed beneficial owners of some or all reported Target Hospitality shares. However, each expressly disclaims beneficial ownership except to the extent of its or his pecuniary interest in those securities.

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Accepted by SEC EDGAR 06/01/2026 - 04:17 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)
05/28/2026

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	05/28/2026		J(1)		1,203,134	D	$0(1)	55,372,869(1)	I	See footnotes(4)(5)(6)
Common Stock, par value $0.0001 per share	05/29/2026		J(2)		8,050,000	D	$16.36	47,322,869(3)	I	See footnotes(4)(5)(6)

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 May 28, 2026, MFA Global S.a r.l. (in liquidation) ("MFA Global") and Arrow Holdings S.a r.l. ("Arrow") distributed an aggregate of 1,203,134 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. On May 29, 2026, MFA Global and Arrow sold an aggregate of 8,050,000 shares of Common Stock (including 1,050,000 shares of Common Stock pursuant to the underwriters' option to purchase additional shares), in an underwritten public offering pursuant to the prospectus supplement dated May 28, 2026, and accompanying registration statement on Form S-3 (File No. 333-230795). The shares were sold at a price of $16.3625 per share.

3. Includes (i) 35,973,253 shares of Common Stock held by Arrow and (ii) 11,349,616 shares of Common Stock held by MFA Global.

4. 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.

5. 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.

6. 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	06/01/2026
	Arrow Holdings S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager	06/01/2026
	MFA Holding S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager	06/01/2026
	MFA Limited Partnership SLP, By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Manager, MFA G.P. S.a r.l.	06/01/2026
	MFA Global S.a r.l. (in liquidation), By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Liquidator	06/01/2026
	TDR Capital II Investments LP, By: /s/ Blair Thompson, Name: Blair Thompson, Title: Partner, TDR Capital LLP acting in its capacity as fund manager	06/01/2026
	Sapphire Holding S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager	06/01/2026
	/s/ Gary Lindsay	06/01/2026
	/s/ Emma Gilks, as attorney-in-fact for Manjit Dale	06/01/2026
	/s/ Thomas Mitchell	06/01/2026
	** 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)