Large Target Hospitality (TH) owner TDR Capital group plans big share sales

Rhea-AI Filing Summary

TDR Capital–affiliated investors and related entities report large ownership and planned sales of Target Hospitality Corp. common stock. They collectively beneficially own 56,576,003 shares, representing 56.8% of the company’s common stock.

The group, including Sapphire Holding, Arrow Holdings and MFA entities, states an intention to sell or dispose of some or substantially all of their holdings over time through marketed offerings, open‑market and private transactions, or distributions. As part of this strategy, Arrow Holdings and MFA Global agreed to sell 8,050,000 shares in an underwritten secondary offering at $13.265 per share, which closed on April 23, 2026.

Positive

• None.

Negative

• Controlling holder plans major disposals. TDR Capital–affiliated entities owning 56,576,003 Target Hospitality shares (56.8% of the class) state an intent to sell or dispose of some or substantially all of their holdings, and have already sold 8,050,000 shares in a secondary offering at $13.265 per share.

Insights

Equity ownership and capital-markets analyst

Controlling shareholder signals intent to exit a large Target Hospitality stake.

TDR Capital and affiliated entities report beneficial ownership of 56.8% of Target Hospitality’s common stock, or 56,576,003 shares. This filing amends a prior Schedule 13D and clarifies the complex chain of UK and Luxembourg holding entities.

The group now explicitly states it intends to sell or dispose of some or substantially all of its holdings over time, using marketed offerings, open‑market trades under Rule 144, private deals, and distributions to fund investors. This language indicates a potential long‑term reduction in their position.

On April 21, 2026, Arrow Holdings and MFA Global entered an underwriting agreement covering 8,050,000 shares at $13.265 per share, with closing on April 23, 2026. This sizable secondary sale, combined with stated future sale intentions, may increase perceived share overhang, though actual market impact will depend on pace and structure of any additional disposals.

Key Figures

Beneficial ownership: 56,576,003 shares (56.8%) Sapphire/Arrow holdings: 43,007,172 shares (43.2%) MFA group holdings: 13,568,831 shares (13.6%) +5 more

8 metrics

Beneficial ownership 56,576,003 shares (56.8%) Total Target Hospitality common stock beneficially owned by reporting persons

Sapphire/Arrow holdings 43,007,172 shares (43.2%) Target Hospitality shares beneficially owned by each of Sapphire Holding and Arrow Holdings

MFA group holdings 13,568,831 shares (13.6%) Target Hospitality shares beneficially owned by each MFA entity listed

Secondary shares sold 8,050,000 shares Shares sold by Arrow Holdings and MFA Global in an underwritten offering

Offering price $13.265 per share Price for the 8,050,000 Target Hospitality shares sold by selling shareholders

CUSIP 87615L107 CUSIP for Target Hospitality Corp. common stock

Amendment number Amendment No. 5 This filing amends and supplements the existing Schedule 13D

Closing date April 23, 2026 Closing date of the 8,050,000‑share secondary offering

Key Terms

beneficially owned, underwriting agreement, Schedule 13D, Registration Rights Agreement, +2 more

6 terms

beneficially owned financial

"The Reporting Persons intend to sell or dispose of some or substantially all of the shares of Common Stock beneficially owned by them"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

underwriting agreement financial

"Arrow Holdings and MFA Global ... entered into an underwriting agreement ... providing for the offer and sale"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Schedule 13D regulatory

"This Amendment No. 5 ... amends and supplements the previously filed ... Schedule 13D"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Registration Rights Agreement regulatory

"Amended and Restated Registration Rights Agreement dated March 15, 2019 ... incorporated herein by reference"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Rule 144 regulatory

"Sales or dispositions ... may be made ... in open market transactions (including, without limitation, under Rule 144)"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

societe a responsabilite limitee financial

"each of which is a Luxembourg societe a responsabilite limitee"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Target Hospitality Corp.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

87615L107

(CUSIP Number)

Christopher J. Cummings
Paul, Weiss, Rifkind, Wharton & Garrison, 1285 Avenue of the Americas
New York, NY, 10019
(212) 373-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/21/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 87615L107

1

Name of reporting person

Manjit Dale

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 56,576,003.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 56,576,003.00

11

Aggregate amount beneficially owned by each reporting person

56,576,003.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

56.8 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 87615L107

1

Name of reporting person

Gary Lindsay

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 56,576,003.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 56,576,003.00

11

Aggregate amount beneficially owned by each reporting person

56,576,003.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

56.8 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 87615L107

1

Name of reporting person

Thomas Mitchell

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 56,576,003.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 56,576,003.00

11

Aggregate amount beneficially owned by each reporting person

56,576,003.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

56.8 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 87615L107

1

Name of reporting person

TDR Capital LLP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 56,576,003.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 56,576,003.00

11

Aggregate amount beneficially owned by each reporting person

56,576,003.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

56.8 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 87615L107

1

Name of reporting person

TDR Capital II Investments L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 56,576,003.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 56,576,003.00

11

Aggregate amount beneficially owned by each reporting person

56,576,003.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

56.8 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 87615L107

1

Name of reporting person

Sapphire Holding S.a r.l.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 43,007,172.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 43,007,172.00

11

Aggregate amount beneficially owned by each reporting person

43,007,172.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

43.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(Luxembourg societe a responsabilite limitee)

SCHEDULE 13D

CUSIP Number(s): 87615L107

1

Name of reporting person

Arrow Holdings S.a.r.l.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 43,007,172.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 43,007,172.00

11

Aggregate amount beneficially owned by each reporting person

43,007,172.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

43.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(Luxembourg societe a responsabilite limitee)

SCHEDULE 13D

CUSIP Number(s): 87615L107

1

Name of reporting person

MFA Holding S.a.r.l.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,568,831.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,568,831.00

11

Aggregate amount beneficially owned by each reporting person

13,568,831.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(Luxembourg societe a responsabilite limitee)

SCHEDULE 13D

CUSIP Number(s): 87615L107

1

Name of reporting person

MFA Limited Partnership SLP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,568,831.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,568,831.00

11

Aggregate amount beneficially owned by each reporting person

13,568,831.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(Luxembourg societe a responsabilite limitee)

SCHEDULE 13D

CUSIP Number(s): 87615L107

1

Name of reporting person

MFA Global S.a r.l. (in liquidation)

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,568,831.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,568,831.00

11

Aggregate amount beneficially owned by each reporting person

13,568,831.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(Luxembourg societe a responsabilite limitee)

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Target Hospitality Corp.
(c)	Address of Issuer's Principal Executive Offices: 9320 LAKESIDE BLVD., SUITE 300, THE WOODLANDS, TEXAS , 77381.
Item 1 Comment: This Amendment No. 5 (this "Amendment") amends and supplements the Schedule 13D previously filed with the U.S. Securities and Exchange Commission (the "SEC") by the Reporting Persons and last amended by Amendment No. 4 filed on March 24, 2024 (as so amended, the "Existing Schedule") related to the Common Stock of the Issuer. Information set forth in response to any item of the Existing Schedule, as amended and restated by this Amendment, shall be deemed to be responsive to all other items hereof to which such information is relevant. Except as set forth herein, the Existing Schedule is unmodified. Capitalized terms used but not defined herein have the meanings given to such terms in the Existing Schedule.
Item 2.	Identity and Background
(a)	(a), (b), (c) and (f) of Item 2 of the Existing Schedule are hereby amended and restated in their entirety as follows: This Schedule 13D is being filed jointly by the following persons (each, a "Reporting Person" and, collectively, the "Reporting Persons"): 1. Manjit Dale 2. Gary Lindsay 3. Thomas Mitchell 4. TDR Capital LLP 5. TDR Capital II Investments L.P. 6. Sapphire Holding S.a r.l. 7. Arrow Holdings S.a r.l. 8. MFA Holding S.a.r.l. 9. MFA Limited Partnership SLP 1 10. MFA Global S.a r.l. (in liquidation) The Common Stock of the Issuer is indirectly owned by the Investment Fund, TDR Capital II Investments L.P. ("TDR Capital II"). TDR Capital II is managed by TDR Capital LLP ("TDR Capital"). Manjit Dale is a founding partner of TDR Capital (the "Founding Partner"). Gary Lindsay and Thomas Mitchell are the managing partners of TDR Capital (the "Managing Partners" and, together with the Founding Partner, the "Partners"). Each of the Partners is a citizen of the United Kingdom. The business address of each of the Partners is 20 Bentinck Street, London, W1U 2EU. Due to the position of the Partners at TDR Capital, they are Reporting Persons in relation to this Schedule 13D. The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached hereto as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13(d)-1(k)(1) of the Act. Both TDR Capital and TDR Capital II are organized under the laws of the United Kingdom. The address of the principal business and principal office of both TDR Capital and TDR Capital II is 20 Bentinck Street, London, W1U 2EU. The Common Stock of the Issuer is held through a series of holding entities being, MFA Limited Partnership SLP (fka Algeco Limited Partnership SLP), which is a Luxembourg societe en commandite special ("MFA SLP"), MFA Holding S.a r.l. (fka Algeco Holding S.a r.l.) ("MFA Holding"), MFA Global S.a r.l. (fka Algeco Global S.a r.l.) ("MFA Global" and, together with MFA Holding, the "MFA Sarl Entities"), Sapphire Holding S.a r.l. ("Sapphire Holding") and Arrow Holdings S.a r.l. ("Arrow Holdings" and, together with Sapphire Holding and the MFA Sarl Entities, the "Sarl Entities"), each of which is a Luxembourg societe a responsabilite limitee. The address of the principal business and principal office of each of the Sarl Entities is 25C, Boulevard Royale, L-2449 Luxembourg. The manager of MFA SLP is MFA G.P. S.a r.l., a Luxembourg societe a responsabilite limitee. The business address of MFA G.P. S.a r.l. is 25C, Boulevard Royale, L-2449 Luxembourg. The managers of the MFA Sarl Entities are a combination of Gary May, Evelina Jakstas, Jan Willem Overheul, and Vincent Gillet (together with MFA G.P. S.a r.l., the "Luxembourg Managers"). The managers of Sapphire Holding and Arrow Holdings are Gary May, Evelina Jakstas, Jan Willem Overheul, and Vincent Gillet. The business address for Messrs. Overheul and Gillet is 20 rue de la Poste, L-2346, Luxembourg. The business address for Ms. Jakstas and Mr. May is 25C, Boulevard Royale, L-2449 Luxembourg. Mr. May is a citizen of the United Kingdom, Ms. Jakstas is a citizen of Lithuania, Mr. Overheul is a citizen of the Netherlands and Mr. Gillet is a citizen of Luxembourg. The Reporting Persons and the managers of each Reporting Person are principally engaged in the business of investments in securities.
(d)	During the last five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the Related Persons, has been convicted in a criminal proceeding.
(e)	During the last five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the Related Persons, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	See Row (6) of each Reporting Person's cover page.
Item 4.	Purpose of Transaction
	Item 4 of the Existing Schedule is hereby amended and supplemented by adding the following information at the end of such item: The Reporting Persons intend to sell or dispose of some or substantially all of the shares of Common Stock beneficially owned by them from time to time as they determine appropriate. Sales or dispositions of shares of Common Stock may be made by the Reporting Persons, at any time and from time to time, without prior notice, in marketed offerings, open market transactions (including, without limitation, under Rule 144), in privately negotiated transactions, through distributions of stock to the respective holding companies of the Reporting Persons (including, without limitation, the limited partners of certain funds managed by TDR Capital LLP that directly or indirectly hold interests in the Reporting Persons) or otherwise. Subject to the foregoing, each Reporting Person expects to evaluate on an ongoing basis the Issuer's financial condition and prospects and its interest in, and intentions with respect to, the Issuer and its investment in the securities of the Issuer, which review may be based on various factors, including, without limitation, the Issuer's business and financial condition, results of operations and prospects, general economic and industry conditions, the price and availability of shares of Common Stock, the conditions of the securities markets in general and those for the Issuer's securities in particular, the relative attractiveness of alternative business and investment opportunities, and other future developments.
Item 5.	Interest in Securities of the Issuer
(a)	Please see Schedule A attached herein.
(b)	Please see Schedule A attached herein.
(c)	Item 5(c) of the Statement is hereby amended and supplemented as follows: On April 21, 2026, Arrow Holdings and MFA Global (the "Selling Shareholders") and the Issuer entered into an underwriting agreement Morgan Stanley & Co. LLC and Deutsche Bank Securities Inc., as representatives of the underwriters, providing for the offer and sale by the Selling Shareholders of 8,050,000 shares of Common Stock (including 1,050,000 shares of Common Stock pursuant to the full exercise of the underwriters' option to purchase additional shares) at a price of $13.265 per share. The offering closed on April 23, 2026.
(d)	None
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The first sentence of Item 6 of the Existing Schedule is hereby amended and restated in its entirety as follows: The information set forth or incorporated by reference in Items 3, 4, and 5 of this Schedule 13D and Exhibits 1 and 2 hereto, is incorporated by reference in its entirety into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Existing Schedule is hereby amended and restated in its entirety as follows: The following documents are filed as exhibits: 1. Joint Filing Agreement, dated as of April 23, 2026 by and among the Reporting Persons (filed herewith). 2. Amended and Restated Registration Rights Agreement dated March 15, 2019 by and among the Issuer, Arrow Holdings, Algeco Investments, and the other parties named therein (filed as Exhibit 10.4 to the Issuer's Current Report on Form 8-K as filed with the SEC on March 21, 2019 and incorporated herein by reference).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Manjit Dale

Signature:	/s/ Emma Gilks
Name/Title:	Emma Gilks, as attorney-in-fact for Manjit Dale
Date:	04/23/2026

Gary Lindsay

Signature:	/s/ Gary Lindsay
Name/Title:	Gary Lindsay
Date:	04/23/2026

Thomas Mitchell

Signature:	/s/ Thomas Mitchell
Name/Title:	Thomas Mitchell
Date:	04/23/2026

TDR Capital LLP

Signature:	/s/ Blair Thompson
Name/Title:	Blair Thompson/Partner
Date:	04/23/2026

TDR Capital II Investments L.P.

Signature:	/s/ Blair Thompson
Name/Title:	Blair Thompson/Partner, TDR Capital LLP acting in its capacity as fund manager
Date:	04/23/2026

Sapphire Holding S.a r.l.

Signature:	/s/ Evelina Jakstas
Name/Title:	Evelina Jakstas/Class A Manager
Date:	04/23/2026

Arrow Holdings S.a.r.l.

Signature:	/s/ Evelina Jakstas
Name/Title:	Evelina Jakstas/Class A Manager
Date:	04/23/2026

MFA Holding S.a.r.l.

Signature:	/s/ Evelina Jakstas
Name/Title:	Evelina Jakstas/Class A Manager
Date:	04/23/2026

MFA Limited Partnership SLP

Signature:	/s/ Evelina Jakstas
Name/Title:	Evelina Jakstas/Manager, MFA G.P. S.a r.l.
Date:	04/23/2026

MFA Global S.a r.l. (in liquidation)

Signature:	/s/ Evelina Jakstas
Name/Title:	Evelina Jakstas/Liquidator
Date:	04/23/2026

FAQ

How much of Target Hospitality (TH) do the TDR Capital–affiliated investors own?

They beneficially own 56,576,003 Target Hospitality common shares, representing 56.8% of the outstanding class. This majority position is held through various entities, including TDR Capital II Investments L.P., Sapphire Holding, Arrow Holdings and MFA holding structures.

What are the TDR Capital group’s plans for its Target Hospitality (TH) stake?

The reporting group states it intends to sell or dispose of some or substantially all of its Target Hospitality shares over time. Potential methods include marketed offerings, open‑market trades under Rule 144, privately negotiated transactions, and distributions of stock to their holding companies or fund investors.

What recent Target Hospitality (TH) share sale did Arrow Holdings and MFA Global complete?

Arrow Holdings and MFA Global entered an underwriting agreement to sell 8,050,000 Target Hospitality shares at $13.265 per share. The underwritten secondary offering, including the full exercise of the underwriters’ option, closed on April 23, 2026.

Who are the main reporting persons in this Target Hospitality (TH) Schedule 13D/A amendment?

Reporting persons include 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).

How much Target Hospitality (TH) stock does Sapphire Holding and Arrow Holdings each report owning?

Sapphire Holding S.a r.l. and Arrow Holdings S.a r.l. each report 43,007,172 Target Hospitality shares beneficially owned, representing 43.2% of the class. These entities are part of the broader TDR Capital–affiliated ownership structure described in the amendment.

What is the ownership position of the MFA entities in Target Hospitality (TH)?

MFA Holding S.a r.l., MFA Limited Partnership SLP and MFA Global S.a r.l. (in liquidation) each report 13,568,831 Target Hospitality shares beneficially owned, equal to 13.6% of the class, as part of the layered holding structure controlled by the TDR Capital investment platform.