Target Hospitality Corp. 8-K

What Happened
Target Hospitality Corp. announced on April 21, 2026 that selling stockholders controlled by TDR Capital (Arrow Holdings S.à r.l. and MFA Global S.à r.l.) entered into an underwriting agreement with Morgan Stanley & Co. LLC and Deutsche Bank Securities Inc. to sell 7,000,000 shares of the company’s common stock in a registered public offering priced at $14.00 per share. The underwriting agreement was signed April 21, 2026; the selling stockholders granted the underwriters a 30‑day option to buy up to an additional 1,050,000 shares. The Company will not receive any proceeds from the sale.

Key Details

• Underwriting agreement dated April 21, 2026 with Morgan Stanley & Co. LLC and Deutsche Bank Securities Inc. as lead underwriters.
• 7,000,000 shares offered by selling stockholders at $14.00 per share; 30‑day over-allotment option for up to 1,050,000 additional shares.
• Selling stockholders are Arrow Holdings S.à r.l. and MFA Global S.à r.l., entities controlled by TDR Capital LLP.
• Shares were registered on the Company’s Form S-3 (Reg. No. 333-230795); prospectus supplement filed April 21, 2026.

Why It Matters
This is a secondary offering of existing shares by major shareholders, not a primary capital raise by Target Hospitality, so the company will not receive proceeds. The transaction may increase the number of shares available to public investors and reflects a sale by TDR Capital‑controlled entities. Investors should note the offering size, price ($14.00/share) and the underwriters’ 30‑day option, which together determine how many shares may ultimately be sold into the market.