Large TDR Capital group holders update 46.2% stake in Target Hospitality (TH)

Rhea-AI Filing Summary

Target Hospitality Corp. received an updated Schedule 13D/A from a group led by TDR Capital regarding their large ownership stake. The reporting persons collectively beneficially own 45,978,409 shares of common stock, representing 46.2% of the company.

The amendment notes that on June 18, 2026, Arrow Holdings and MFA Global made a distribution in kind of 1,344,460 Target Hospitality common shares to certain of their limited partners, adjusting how part of the stake is held without changing overall control by the reporting group.

Key Figures

Beneficial ownership: 45,978,409 shares Ownership percentage: 46.2% Sapphire/Arrow holdings: 34,951,238 shares +5 more

8 metrics

Beneficial ownership 45,978,409 shares Common stock beneficially owned by each of Manjit Dale, Gary Lindsay, Thomas Mitchell, TDR Capital LLP, and TDR Capital II Investments L.P.

Ownership percentage 46.2% Percent of Target Hospitality common stock represented by 45,978,409 shares

Sapphire/Arrow holdings 34,951,238 shares Common stock beneficially owned by Sapphire Holding S.a r.l. and Arrow Holdings S.a r.l.

Sapphire/Arrow ownership 35.1% Percent of class represented by 34,951,238 shares

MFA entities holdings 11,027,171 shares Common stock beneficially owned by each MFA Holding S., MFA Limited Partnership SLP, and MFA Global S.a r.l.

MFA entities ownership 11.1% Percent of class represented by 11,027,171 shares

In-kind distribution 1,344,460 shares Common stock distributed in kind on June 18, 2026 by Arrow Holdings and MFA Global to certain limited partners

Date of event June 18, 2026 Date of event requiring filing of this Schedule 13D/A amendment

Key Terms

Schedule 13D, beneficially owned, distribution in kind, Registration Rights Agreement, +2 more

6 terms

Schedule 13D regulatory

"This Amendment No. 7 (this "Amendment") amends and supplements the previously filed with the U.S. Securities and Exchange Commission ... related to the Common Stock of the Issuer."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"11Aggregate amount beneficially owned by each reporting person 45,978,409.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

distribution in kind financial

"On June 18, 2026, Arrow Holdings and MFA Global ... effected a distribution in kind of an aggregate of 1,344,460 shares of common stock"

Registration Rights Agreement regulatory

"Amended and Restated Registration Rights Agreement dated March 15, 2019 by and among the Issuer, Arrow Holdings, Algeco Investments, and the other parties named therein"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

joint filing regulatory

"The agreement among the Reporting Persons relating to the joint filing of this is attached hereto as Exhibit 1"

societe a responsabilite limitee other

"each of which is a Luxembourg societe a responsabilite limitee"

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Available on EDGAR 06/22/2026 - 05:00 PM Accepted by SEC EDGAR 06/22/2026 - 05:00 PM Learn about SEC filing dates

FAQ

How much of Target Hospitality Corp. (TH) do the reporting persons beneficially own?

The reporting persons beneficially own 45,978,409 Target Hospitality common shares, equal to 46.2% of the class. This reflects a very large ownership position and indicates significant influence over the company’s equity base, as disclosed in the amended Schedule 13D.

What transaction prompted this Schedule 13D/A amendment for Target Hospitality (TH)?

The amendment reflects a June 18, 2026 distribution in kind of 1,344,460 Target Hospitality common shares. Arrow Holdings and MFA Global distributed these shares to certain of their limited partners, changing the allocation of shares among investors while keeping the reporting group’s overall stake substantial.

Which entities hold major stakes in Target Hospitality (TH) according to this filing?

Sapphire Holding and Arrow Holdings each report shared beneficial ownership of 34,951,238 shares, or 35.1% of the common stock. MFA Holding, MFA Limited Partnership SLP, and MFA Global each report 11,027,171 shares, representing 11.1% of the class, through their structure.

Who are the individual reporting persons in the Target Hospitality (TH) Schedule 13D/A?

The individual reporting persons are Manjit Dale, Gary Lindsay, and Thomas Mitchell. They are partners of TDR Capital and are reporting persons because of their positions there, which manages the investment fund that indirectly owns Target Hospitality common stock through multiple holding entities.

What is meant by a ‘distribution in kind’ in the Target Hospitality (TH) filing?

A distribution in kind means investors received actual shares instead of cash. Arrow Holdings and MFA Global transferred 1,344,460 Target Hospitality common shares directly to certain limited partners, so those partners now hold shares rather than a purely fund-level interest in the position.

Does the Target Hospitality (TH) Schedule 13D/A mention any criminal or civil securities violations?

The filing states that during the last five years, none of the reporting persons, nor to their knowledge any related persons, has been convicted in a criminal proceeding or been subject to a judgment or order for violations of federal or state securities laws.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

Target Hospitality Corp.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

87615L107

(CUSIP Number)

Christopher J. Cummings
Paul, Weiss, Rifkind, Wharton & Garrison, 1285 Avenue of the Americas
New York, NY, 10019
(212) 373-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/18/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 87615L107

1

Name of reporting person

Manjit Dale

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 45,978,409.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 45,978,409.00

11

Aggregate amount beneficially owned by each reporting person

45,978,409.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

46.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 87615L107

1

Name of reporting person

Gary Lindsay

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 45,978,409.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 45,978,409.00

11

Aggregate amount beneficially owned by each reporting person

45,978,409.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

46.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 87615L107

1

Name of reporting person

Thomas Mitchell

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 45,978,409.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 45,978,409.00

11

Aggregate amount beneficially owned by each reporting person

45,978,409.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

46.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 87615L107

1

Name of reporting person

TDR Capital LLP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 45,978,409.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 45,978,409.00

11

Aggregate amount beneficially owned by each reporting person

45,978,409.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

46.2 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 87615L107

1

Name of reporting person

TDR Capital II Investments L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 45,978,409.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 45,978,409.00

11

Aggregate amount beneficially owned by each reporting person

45,978,409.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

46.2 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 87615L107

1

Name of reporting person

Sapphire Holding S.a r.l.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 34,951,238.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 34,951,238.00

11

Aggregate amount beneficially owned by each reporting person

34,951,238.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

35.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(Luxembourg societe a responsabilite limitee)

SCHEDULE 13D

CUSIP Number(s): 87615L107

1

Name of reporting person

Arrow Holdings S.a.r.l.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 34,951,238.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 34,951,238.00

11

Aggregate amount beneficially owned by each reporting person

34,951,238.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

35.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(Luxembourg societe a responsabilite limitee)

SCHEDULE 13D

CUSIP Number(s): 87615L107

1

Name of reporting person

MFA Holding S.a.r.l.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,027,171.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,027,171.00

11

Aggregate amount beneficially owned by each reporting person

11,027,171.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(Luxembourg societe a responsabilite limitee)

SCHEDULE 13D

CUSIP Number(s): 87615L107

1

Name of reporting person

MFA Limited Partnership SLP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,027,171.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,027,171.00

11

Aggregate amount beneficially owned by each reporting person

11,027,171.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(Luxembourg societe a responsabilite limitee)

SCHEDULE 13D

CUSIP Number(s): 87615L107

1

Name of reporting person

MFA Global S.a r.l. (in liquidation)

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,027,171.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,027,171.00

11

Aggregate amount beneficially owned by each reporting person

11,027,171.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(Luxembourg societe a responsabilite limitee)

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Target Hospitality Corp.
(c)	Address of Issuer's Principal Executive Offices: 9320 LAKESIDE BLVD., SUITE 300, THE WOODLANDS, TEXAS , 77381.
Item 1 Comment: This Amendment No. 7 (this "Amendment") amends and supplements the Schedule 13D previously filed with the U.S. Securities and Exchange Commission (the "SEC") by the Reporting Persons and last amended by Amendment No. 6 filed on June 1, 2026 (as so amended, the "Existing Schedule") related to the Common Stock of the Issuer. Information set forth in response to any item of the Existing Schedule, as amended and restated by this Amendment, shall be deemed to be responsive to all other items hereof to which such information is relevant. Except as set forth herein, the Existing Schedule is unmodified. Capitalized terms used but not defined herein have the meanings given to such terms in the Existing Schedule.
Item 2.	Identity and Background
(a)	(a), (b), (c) and (f) of Item 2 of the Existing Schedule are hereby restated in their entirety as follows: This Schedule 13D is being filed jointly by the following persons (each, a "Reporting Person" and, collectively, the "Reporting Persons"): 1. Manjit Dale 2. Gary Lindsay 3. Thomas Mitchell 4. TDR Capital LLP 5. TDR Capital II Investments L.P. 6. Sapphire Holding S.a r.l. 7. Arrow Holdings S.a r.l. 8. MFA Holding S.a.r.l. 9. MFA Limited Partnership SLP 1 10. MFA Global S.a r.l. (in liquidation) The Common Stock of the Issuer is indirectly owned by the Investment Fund, TDR Capital II Investments L.P. ("TDR Capital II"). TDR Capital II is managed by TDR Capital LLP ("TDR Capital"). Manjit Dale is a founding partner of TDR Capital (the "Founding Partner"). Gary Lindsay and Thomas Mitchell are the managing partners of TDR Capital (the "Managing Partners" and, together with the Founding Partner, the "Partners"). Each of the Partners is a citizen of the United Kingdom. The business address of each of the Partners is 20 Bentinck Street, London, W1U 2EU. Due to the position of the Partners at TDR Capital, they are Reporting Persons in relation to this Schedule 13D. The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached hereto as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13(d)-1(k)(1) of the Act. Both TDR Capital and TDR Capital II are organized under the laws of the United Kingdom. The address of the principal business and principal office of both TDR Capital and TDR Capital II is 20 Bentinck Street, London, W1U 2EU. The Common Stock of the Issuer is held through a series of holding entities being, MFA Limited Partnership SLP (fka Algeco Limited Partnership SLP), which is a Luxembourg societe en commandite special ("MFA SLP"), MFA Holding S.a r.l. (fka Algeco Holding S.a r.l.) ("MFA Holding"), MFA Global S.a r.l. (fka Algeco Global S.a r.l.) ("MFA Global" and, together with MFA Holding, the "MFA Sarl Entities"), Sapphire Holding S.a r.l. ("Sapphire Holding") and Arrow Holdings S.a r.l. ("Arrow Holdings" and, together with Sapphire Holding and the MFA Sarl Entities, the "Sarl Entities"), each of which is a Luxembourg societe a responsabilite limitee. The address of the principal business and principal office of each of the Sarl Entities is 25C, Boulevard Royal, L-2449 Luxembourg. The manager of MFA SLP is MFA G.P. S.a r.l., a Luxembourg societe a responsabilite limitee. The business address of MFA G.P. S.a r.l. is 25C, Boulevard Royal, L-2449 Luxembourg. The managers of the MFA Sarl Entities are a combination of Gary May, Evelina Jakstas, Luis Braz, and Vincent Gillet (together with MFA G.P. S.a r.l., the "Luxembourg Managers"). The managers of Sapphire Holding and Arrow Holdings are Gary May, Evelina Jakstas, Luis Braz, and Vincent Gillet. The business address for Ms. Jakstas and Mr. May is 25C, Boulevard Royal, L-2449 Luxembourg. The business address for Mr. Braz and Mr. Gillet is 23A, rue de Hollerich, L-1741 Luxembourg. Mr. May is a citizen of the United Kingdom, Ms. Jakstas is a citizen of Lithuania, Mr. Braz is a citizen of Brazil and Mr. Gillet is a citizen of Belgium. The Reporting Persons and the managers of each Reporting Person are principally engaged in the business of investments in securities.
(d)	During the last five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the Related Persons, has been convicted in a criminal proceeding.
(e)	During the last five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the Related Persons, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	See Row (6) of each Reporting Person's cover page.
Item 5.	Interest in Securities of the Issuer
(a)	Please see Schedule A attached herein.
(b)	Please see Schedule A attached herein.
(c)	Item 5(c) of the Statement is hereby amended and supplemented as follows: On June 18, 2026, Arrow Holdings and MFA Global (the "Shareholders") effected a distribution in kind of an aggregate of 1,344,460 shares of common stock, par value $0.0001 per share of the Issuer (the "Common Stock") to certain limited partners of each of the Shareholders.
(d)	None
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The first sentence of Item 6 of the Existing Schedule is hereby amended and restated in its entirety as follows: The information set forth or incorporated by reference in Items 3, 4 and 5 of this Schedule 13D and Exhibits 1 and 2 hereto, is incorporated by reference in its entirety into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Existing Schedule is hereby amended and restated in its entirety as follows: The following documents are filed as exhibits: 1. Joint Filing Agreement, dated as of April 23, 2026 by and among the Reporting Persons (filed as Exhibit 1 to Amendment No. 5 to the Schedule 13D filed by the Reporting Persons with the SEC on April 23, 2026). 2. Amended and Restated Registration Rights Agreement dated March 15, 2019 by and among the Issuer, Arrow Holdings, Algeco Investments, and the other parties named therein (filed as Exhibit 10.4 to the Issuer's Current Report on Form 8-K as filed with the SEC on March 21, 2019 and incorporated herein by reference).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Manjit Dale

Signature:	/s/ Emma Gilks
Name/Title:	Emma Gilks, as attorney-in-fact for Manjit Dale
Date:	06/22/2026

Gary Lindsay

Signature:	/s/ Gary Lindsay
Name/Title:	Gary Lindsay
Date:	06/22/2026

Thomas Mitchell

Signature:	/s/ Thomas Mitchell
Name/Title:	Thomas Mitchell
Date:	06/22/2026

TDR Capital LLP

Signature:	/s/ Blair Thompson
Name/Title:	Blair Thompson/Partner
Date:	06/22/2026

TDR Capital II Investments L.P.

Signature:	/s/ Blair Thompson
Name/Title:	Blair Thompson/Partner, TDR Capital LLP acting in its capacity as fund manager
Date:	06/22/2026

Sapphire Holding S.a r.l.

Signature:	/s/ Evelina Jakstas
Name/Title:	Evelina Jakstas/Class A Manager
Date:	06/22/2026

Arrow Holdings S.a.r.l.

Signature:	/s/ Evelina Jakstas
Name/Title:	Evelina Jakstas/Class A Manager
Date:	06/22/2026

MFA Holding S.a.r.l.

Signature:	/s/ Evelina Jakstas
Name/Title:	Evelina Jakstas/Class A Manager
Date:	06/22/2026

MFA Limited Partnership SLP

Signature:	/s/ Evelina Jakstas
Name/Title:	Evelina Jakstas/Manager, MFA G.P. S.a r.l.
Date:	06/22/2026

MFA Global S.a r.l. (in liquidation)

Signature:	/s/ Evelina Jakstas
Name/Title:	Evelina Jakstas/Liquidator
Date:	06/22/2026