Target Hospitality Corp.

04/23/2026 | Press release | Distributed by Public on 04/23/2026 15:11

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
TDR Capital II Investments LP
2. Issuer Name and Ticker or Trading Symbol
Target Hospitality Corp. [TH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O TDR CAPITAL LLP, 20 BENTINCK STREET
3. Date of Earliest Transaction (Month/Day/Year)
04/23/2026
(Street)
LONDON W1U 2EU
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.0001 per share 04/23/2026 J(1) 8,050,000 D $13.265 56,576,003(2) I See footnotes(3)(4)(5)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TDR Capital II Investments LP
C/O TDR CAPITAL LLP
20 BENTINCK STREET
LONDON W1U 2EU
X
Arrow Holdings S.a.r.l.
25C BOULEVARD ROYAL
LUXEMBOURG L-2449
X
MFA Holding S.a.r.l.
25C BOULEVARD ROYAL
LUXEMBOURG L-2449
X
MFA Limited Partnership SLP
25C BOULEVARD ROYAL
LUXEMBOURG L-2449
X
MFA Global S.a.r.l.
25C BOULEVARD ROYAL
LUXEMBOURG L-2449
X
TDR Capital LLP
C/O TDR CAPITAL LLP
20 BENTINCK STREET
LONDON W1U 2EU
X
Sapphire Holding S.a r.l.
25C BOULEVARD ROYAL
LUXEMBOURG L-2449
X
Lindsay Gary
C/O TDR CAPITAL LLP
20 BENTINCK STREET
LONDON W1U 2EU
X
DALE MANJIT
C/O TDR CAPITAL LLP
20 BENTINCK STREET
LONDON W1U 2EU
X
Mitchell Thomas Andrew
C/O TDR CAPITAL LLP
20 BENTINCK STREET
LONDON W1U 2EU
X

Signatures

TDR Capital LLP, By: /s/ Blair Thompson, Name: Blair Thompson, Title: Partner 04/23/2026
**Signature of Reporting Person Date
Arrow Holdings S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager 04/23/2026
**Signature of Reporting Person Date
MFA Holding S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager 04/23/2026
**Signature of Reporting Person Date
MFA Limited Partnership SLP, By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Manager, MFA G.P. S.a r.l. 04/23/2026
**Signature of Reporting Person Date
MFA Global S.a r.l. (in liquidation), By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Liquidator 04/23/2026
**Signature of Reporting Person Date
TDR Capital II Investments LP, By: /s/ Blair Thompson, Name: Blair Thompson, Title: Partner, TDR Capital LLP acting in its capacity as fund manager 04/23/2026
**Signature of Reporting Person Date
Sapphire Holding S.a r.l., By: /s/ Evelina Jakstas, Name: Evelina Jakstas, Title: Class A Manager 04/23/2026
**Signature of Reporting Person Date
/s/ Gary Lindsay 04/23/2026
**Signature of Reporting Person Date
/s/ Emma Gilks, as attorney-in-fact for Manjit Dale 04/23/2026
**Signature of Reporting Person Date
/s/ Thomas Mitchell 04/23/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On April 23, 2026, MFA Global S.a r.l. (in liquidation) ("MFA Global") and Arrow Holdings S.a r.l. ("Arrow") sold an aggregate of 8,050,000 shares of common stock of the Issuer (including 1,050,000 shares of common stock pursuant to the underwriters' option to purchase additional shares), par value $0.0001 per share (the "Common Stock"), in an underwritten public offering pursuant to the prospectus supplement dated April 21, 2026, and accompanying registration statement on Form S-3 (File No. 333-230795). The shares were sold at a price of $13.265 per share.
(2) On April 23, 2026, MFA Global S.a r.l. ("MFA Global") and Arrow Holdings S.a r.l. ("Arrow") sold an aggregate of 8,050,000 shares of common stock of the Issuer (including 1,050,000 shares of common stock pursuant to the underwriters' option to purchase additional shares), par value $0.0001 per share (the "Common Stock"), in an underwritten public offering pursuant to the prospectus supplement dated April 21, 2026, and accompanying registration statement on Form S-3 (File No. 333-230795). The shares were sold at a price of $13.265 per share.
(3) 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.
(4) MFA Holdings S.a r.l. ("MFA Holdings") 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 Holdings, 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 Holdings. 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 Holdings.
(5) 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.

Remarks:
Exhibit 24.1: Power of Attorney
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Target Hospitality Corp. published this content on April 23, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 23, 2026 at 21:11 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]