DALE MANJIT 4
4 · Target Hospitality Corp. · Filed Jun 22, 2026
Research Summary
AI-generated summary of this filing
Target Hospitality (TH) 10% Owner TDR Capital Distributes 1.34M Shares
What Happened
TDR Capital II Investments LP, reported as a 10% owner related to controlling interests in Arrow and MFA Global, disposed of 1,344,460 shares of Target Hospitality Corp. (TH) on June 18, 2026. The shares were distributed to certain limited partners for no consideration (reported at $0.00 per share; total $0.00), reported on Form 4 as transaction code J (other acquisition or disposition). This was a distribution/transfer, not an open‑market sale.
Key Details
- Transaction date: 2026-06-18; Filing date: 2026-06-22 (filed within the typical 2-business-day Form 4 window).
- Transaction type/code: Disposition via distribution; code J (other acquisition or disposition).
- Shares disposed: 1,344,460 shares at $0.00 per share; total consideration $0.00.
- Shares owned after transaction: Not specified for TDR in the Form 4. Footnote (F2) notes holdings of Arrow (34,951,238 shares) and MFA Global (11,027,171 shares) that are relevant to aggregated holdings.
- Notable footnotes: F1 states Arrow and MFA Global distributed the shares to certain limited partners for no consideration. F3–F5 explain the complex ownership chain (TDR’s control of Arrow and MFA entities) and include disclaimers that the TDR Persons disclaim beneficial ownership except for pecuniary interest.
Context
This was an institutional distribution from entities (Arrow and MFA Global) to certain limited partners — effectively a transfer/gift rather than an insider sale or buy. Because TDR Capital II Investments LP is a 10%/controlling institutional holder (with related entities and individuals noted in the footnotes), this filing reflects changes through affiliated entities rather than an executive or director trading for personal liquidity.
Insider Transaction Report
- Other
Common Stock, par value $0.0001 per share
[F1][F2][F3][F4][F5]2026-06-18−1,344,460→ 45,978,409 total(indirect: See footnotes)
Footnotes (5)
- [F1]On June 18, 2026, MFA Global S.a r.l. (in liquidation) ("MFA Global") and Arrow Holdings S.a r.l. ("Arrow") distributed an aggregate of 1,344,460 shares of common stock of the Issuer, par value $0.0001 per share (the "Common Stock") to certain limited partners of MFA Global and Arrow, respectively, for no consideration.
- [F2]Includes (i) 34,951,238 shares of Common Stock held by Arrow and (ii) 11,027,171 shares of Common Stock held by MFA Global.
- [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 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.
- [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.