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.