TDR Capital II Investments LP sold TH

September 10, 2026 · Form 4 insider transaction

TDR Capital II Investments LP sold 16,100,000 shares of Target Hospitality Corp. at $17.71 per share, a transaction worth $285.13M. The trade was recorded as j and disclosed on an SEC Form 4, filed 4 days after the transaction.

Direction
Disposed (sell-side)
Shares
16,100,000
Price
$17.71
Total value
$285.13M
Role—
SecurityCommon Stock, par value $0.0001 per share
Transaction codeJ: J
Transaction dateSeptember 10, 2026
Filing dateSeptember 14, 2026
Shares owned after29,878,409
OwnershipIndirect
10b5-1 planNo
AmendedNo

Footnotes

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.; 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.; 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.

View the original Form 4 on SEC EDGAR