DALE MANJIT 4
4 · Target Hospitality Corp. · Filed Apr 23, 2026
Research Summary
AI-generated summary of this filing
Target Hospitality (TH) 10% Owner TDR Capital II Sells 8.05M Shares
What Happened
- TDR Capital II Investments LP, reported as a 10% owner/controlling shareholder, disposed of 8,050,000 shares of Target Hospitality Corp. common stock on April 23, 2026. The shares were sold in an underwritten public offering at roughly $13.27 per share (offering price $13.265), generating about $106.8 million gross proceeds. The sale included 1,050,000 shares sold pursuant to the underwriters' option to purchase additional shares.
Key Details
- Transaction date and price: April 23, 2026; reported at $13.27 per share (offering price $13.265). Total proceeds ≈ $106,783,250.
- Transaction type: Sale via underwritten public offering (includes underwriters' option / "greenshoe" shares).
- Shares owned after transaction: Not specified in the Form 4 provided.
- Notable footnotes: Filing explains that TDR Capital II may be deemed beneficial owner of shares held by Arrow Holdings S.à r.l. and MFA Global S.à r.l. (through related entities and managers). The TDR Persons disclaim beneficial ownership except to the extent of pecuniary interest. Exhibit 24.1 (Power of Attorney) is attached.
- Filing timeliness: Reported and filed on April 23, 2026 (same day as the transaction), so not indicated as late.
Context
- This was an institutional sale in an underwritten offering, not an executive open-market sale — typical for liquidity or ownership rebalancing by major shareholders. Institutional disposals via offerings are different from insider buying signals; they often reflect financing or portfolio moves rather than a manager’s view of the stock.
Insider Transaction Report
Form 4
TDR Capital II Investments LP
10% Owner
Transactions
- Other
Common Stock, par value $0.0001 per share
[F1][F2][F3][F4][F5]2026-04-23$13.27/sh−8,050,000$106,783,250→ 56,576,003 total(indirect: See footnotes)
Footnotes (5)
- [F1]On April 23, 2026, MFA Global S.a r.l. (in liquidation) ("MFA Global") and Arrow Holdings S.a r.l. ("Arrow") sold an aggregate of 8,050,000 shares of common stock of the Issuer (including 1,050,000 shares of common stock pursuant to the underwriters' option to purchase additional shares), par value $0.0001 per share (the "Common Stock"), in an underwritten public offering pursuant to the prospectus supplement dated April 21, 2026, and accompanying registration statement on Form S-3 (File No. 333-230795). The shares were sold at a price of $13.265 per share.
- [F2]On April 23, 2026, MFA Global S.a r.l. ("MFA Global") and Arrow Holdings S.a r.l. ("Arrow") sold an aggregate of 8,050,000 shares of common stock of the Issuer (including 1,050,000 shares of common stock pursuant to the underwriters' option to purchase additional shares), par value $0.0001 per share (the "Common Stock"), in an underwritten public offering pursuant to the prospectus supplement dated April 21, 2026, and accompanying registration statement on Form S-3 (File No. 333-230795). The shares were sold at a price of $13.265 per share.
- [F3]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.
- [F4]MFA Holdings S.a r.l. ("MFA Holdings") 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 Holdings, 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 Holdings. 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 Holdings.
- [F5]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.