SEC Form 4 · accession 0000950142-26-002545
Target Hospitality Corp. · TH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Manjit Dale
10% Owner
TDR Capital LLP
10% Owner
Gary Lindsay
10% Owner
Sapphire Holding S.a r.l.
10% Owner
MFA Limited Partnership SLP
10% Owner
MFA Global S.a.r.l.
10% Owner
MFA Holding S.a.r.l.
10% Owner
Arrow Holdings S.a.r.l.
10% Owner
TDR Capital II Investments LP
10% Owner
Thomas Andrew Mitchell
10% Owner
Period of report
Sep 10, 2026
Accepted (ET)
Sep 14, 2026 · 4:32 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001712189
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.0001 per shareF1,F2,F3,F4,F5 | Sep 10, 2026 | J | 16,100,000 | $17.71 | D | 29,878,409 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On 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.
- F2Includes (i) 22,712,560 shares of Common Stock held by Arrow and (ii) 7,165,849 shares of Common Stock held by MFA Global.
- F3As 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.
- F4MFA 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.
- F5Each 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.