Target Hospitality (TH) 10% Owner TDR Capital II Sells 16.1M Shares

What Happened

• TDR Capital II Investments LP (reported as a 10% owner) disposed of 16,100,000 shares of Target Hospitality common stock in an underwritten public offering on September 10, 2026. The shares were sold at $17.71375 per share, generating roughly $285.1 million. The offering included 2,100,000 shares sold pursuant to the underwriters' option to purchase additional shares. This was a sale (secondary offering), not a purchase.

Key Details

• Transaction date: September 10, 2026 (underwritten public offering).
• Price per share: $17.71375; aggregate proceeds ≈ $285,131,000.
• Size: 16,100,000 shares sold (includes 2,100,000 shares from underwriters' option).
• Reported holdings noted in footnote F2: Arrow — 22,712,560 shares; MFA Global — 7,165,849 shares (combined ≈ 29,878,409). After the 16.1M sale, those two entities would collectively hold roughly 13,778,409 shares (approximate).
• Beneficial ownership notes (footnotes F3–F5): TDR Capital II Investments LP may be deemed the beneficial owner of shares held by Arrow and MFA Global through its ownership structure; TDR affiliates and named partners disclaim beneficial ownership except to the extent of pecuniary interest.
• Filing: Form 4 filed Sept 14, 2026 — this appears to be timely (filed within two business days of the Sept 10 transaction).

Context

• This was an institutional secondary sale via an underwritten offering (not an executive insider selling shares on Form 4 as a personal trade). Such offerings are common for large shareholders to monetize holdings and do not directly convey management sentiment. The filing discloses complex ownership links among TDR entities and related parties; the reported disposition was made by MFA Global and Arrow as described in the filing.