Target Hospitality Corp.·4

Jun 22, 5:02 PM ET

DALE MANJIT 4

Research Summary

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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.