SCHEDULE: Target Hospitality Corp. Ownership Update

Several entities and individuals associated with TDR Capital have updated their beneficial ownership of Target Hospitality Corp. common stock, reporting significant holdings and participation in a recent stock offering.

Summary

• This filing is an amendment to a Schedule 13D, reporting changes in beneficial ownership of Target Hospitality Corp. common stock.
• The reporting persons, including Manjit Dale, Gary Lindsay, Thomas Mitchell, TDR Capital LLP, TDR Capital II Investments L.P., Sapphire Holding S.a r.l., Arrow Holdings S.a r.l., MFA Holding S.a.r.l., MFA Limited Partnership SLP, and MFA Global S.a r.l. (in liquidation), collectively hold substantial stakes.
• As of May 26, 2026, the aggregate number of shares of Common Stock outstanding was 99,585,466.
• Manjit Dale, Gary Lindsay, Thomas Mitchell, TDR Capital LLP, and TDR Capital II Investments L.P. each beneficially own 47,322,869 shares, representing 47.5% of the class.
• Sapphire Holding S.a r.l. and Arrow Holdings S.a r.l. each beneficially own 35,973,253 shares, representing 36.1% of the class.
• MFA Holding S.a.r.l., MFA Limited Partnership SLP, and MFA Global S.a r.l. each beneficially own 11,349,616 shares, representing 11.4% of the class.
• On May 28, 2026, Arrow Holdings and MFA Global distributed 1,203,134 shares of common stock to certain limited partners.
• On the same date, Arrow Holdings and MFA Global entered into an underwriting agreement to sell 8,050,000 shares of common stock at $16.3625 per share, with the offering closing on May 29, 2026.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it primarily reports on ownership changes and a completed stock offering rather than new strategic initiatives or financial performance.

Positives

• Significant beneficial ownership reported by multiple entities, indicating strong investor conviction.
• Successful completion of a stock offering on May 29, 2026, with 8,050,000 shares sold at $16.3625 per share, indicating market demand and liquidity.
• The reporting persons have shared power to vote and dispose of a substantial number of shares, suggesting coordinated action and influence.

Negatives

• The distribution of shares by Arrow Holdings and MFA Global to limited partners dilutes direct ownership for those entities.
• The sale of 8,050,000 shares by Arrow Holdings and MFA Global reduces their aggregate beneficial ownership.

Risks

• Potential for further sales of shares by the reporting persons could impact stock price.
• Concentration of ownership among a few entities could lead to significant influence over corporate decisions.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding future performance. It primarily focuses on current beneficial ownership and recent transactions.

Industry Context

StockSavvy.ai notes that this filing reflects significant ownership concentration within the investment management sector, specifically related to TDR Capital and its associated entities. Such filings are common when investment funds or their principals acquire substantial stakes in public companies, often signaling active interest or a strategic position.

Related Party Transactions

• Manjit Dale is a founding partner of TDR Capital.
• Gary Lindsay and Thomas Mitchell are managing partners of TDR Capital.
• TDR Capital is the manager of TDR Capital II.
• TDR Capital II is the controlling shareholder of Sapphire Holding.
• Sapphire Holding is the controlling shareholder of Arrow Holdings.
• TDR Capital II is the controlling shareholder of MFA Holding.
• MFA Holding is the controlling shareholder of MFA SLP.
• MFA SLP is the controlling shareholder of MFA Global.

Stakeholder Impact

• Shareholders may experience dilution in their percentage ownership due to the distribution and sale of shares by Arrow Holdings and MFA Global.
• The significant ownership by TDR Capital-related entities could influence future corporate governance and strategic decisions, impacting all shareholders.

Next Steps

• The underwriting offering of 8,050,000 shares closed on May 29, 2026.

Key Dates

Recommendation

The filing details a completed stock offering and updated ownership stakes, but does not provide new strategic information or financial performance indicators that would warrant a buy or sell recommendation. The significant ownership by TDR Capital entities suggests a stable, albeit concentrated, shareholder base.

Keywords

Schedule 13D, Beneficial Ownership, Target Hospitality Corp., TDR Capital, Stock Offering, SEC Filing, Common Stock, Shareholder