Target Hospitality (TH) TDR Capital II (10% Owner) Sells Shares

What Happened
TDR Capital II Investments LP, reported as a 10% owner/controlling shareholder group, disposed of a total of 9,253,134 Target Hospitality Corp. (TH) shares across two actions: a May 28, 2026 distribution of 1,203,134 shares for no consideration, and an underwritten public sale of 8,050,000 shares on May 29, 2026 at $16.3625 per share (aggregate proceeds reported ~ $131.7M). These were dispositions (sales/distributions), not purchases.

Key Details

• Transaction dates & prices:
  • May 28, 2026 — distribution of 1,203,134 shares for $0 (no consideration) (Footnote F1).
  • May 29, 2026 — sale of 8,050,000 shares in an underwritten offering at $16.3625/share (includes 1,050,000 shares from underwriters' option) (Footnote F2). Aggregate proceeds ≈ $131.7M (filing figure).
• Reported holdings referenced in footnotes: Arrow held 35,973,253 shares and MFA Global held 11,349,616 shares (combined ≈ 47.32M) before these dispositions (Footnote F3). After distributing ~1.20M and selling 8.05M, the combined beneficial holdings would be roughly 38.07M shares (approximate).
• Filing date: June 1, 2026. The report appears to have been filed promptly after the transactions.
• Notable footnotes:
  • The May 28 action was a distribution to limited partners for no consideration (F1).
  • The May 29 sale was an underwritten public offering per a prospectus supplement; 1,050,000 shares were sold under the underwriters' option (F2).
  • Multiple related entities and individuals (Arrow, MFA Global, MFA Holding, TDR Capital LLP, and named partners) may be deemed beneficial owners; those parties disclaim beneficial ownership except to the extent of pecuniary interest (F4–F6).

Context
This filing reflects institutional-level dispositions by a controlling/10% owner and related entities, not an individual executive trading for personal reasons. Distributions for no consideration (May 28) are administrative and do not necessarily indicate market sentiment. The May 29 sale was a standard underwritten offering, which is a common liquidity mechanism for large holders. As always, sales by large shareholders reduce their stake but are not, by themselves, conclusive indicators of company fundamentals.