TDR Capital II Investments LP and affiliated entities filed a statement of changes in beneficial ownership with respect to Target Hospitality Corp. (NASDAQ:TH) on October 26, 2026, reporting a disposition of 1,922,744 shares of common stock on October 22, 2026.

Key Highlights

  • Transaction date: October 22, 2026, with a transaction code of J, indicating a transaction not otherwise covered by standard codes.
  • Shares disposed: 1,922,744 shares of Target Hospitality common stock (par value $0.0001 per share) were disposed of at a price of $0.
  • Post-transaction beneficial ownership: TDR Capital II Investments LP reported indirect beneficial ownership of 14,303,619 shares following the transaction.
  • Composition of remaining shares: The 14,303,619 shares include 10,873,130 held by Arrow Holdings S.a r.l. and 3,430,489 held by MFA Global S.a r.l., according to the filing.
  • Nature of distribution: MFA Global S.a r.l. (in liquidation) and Arrow Holdings S.a r.l. distributed the shares to certain limited partners for no consideration, the filing states.
  • Multiple reporting persons: Ten reporting persons are listed, including TDR Capital II Investments LP, TDR Capital LLP, Arrow Holdings S.a r.l., and individuals Gary Lindsay, Manjit Dale, and Thomas Mitchell.
  • Beneficial ownership disclaimer: 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," according to the filing.

TDR Capital Entities Distribute Target Hospitality Shares at No Consideration

According to the filing, on October 22, 2026, MFA Global S.a r.l. (described in the filing as "in liquidation") and Arrow Holdings S.a r.l. distributed an aggregate of 1,922,744 shares of Target Hospitality Corp. common stock to certain limited partners of MFA Global and Arrow, respectively, for no consideration. The transaction was recorded under code J and reported at a price of $0. Target Hospitality Corp. is a provider of specialty rental accommodations and related services, listed on NASDAQ under the symbol TH.

Following the reported transaction, TDR Capital II Investments LP disclosed indirect beneficial ownership of 14,303,619 shares. The filing explains that this total comprises 10,873,130 shares held by Arrow Holdings S.a r.l. and 3,430,489 shares held by MFA Global S.a r.l. The ownership is characterized as indirect because TDR Capital II Investments LP is identified as the controlling shareholder of Arrow through its wholly owned subsidiary Sapphire Holding S.a r.l., and as the controlling shareholder of MFA Holding S.a r.l., which in turn controls MFA Limited Partnership SLP and ultimately MFA Global.

The filing also identifies TDR Capital LLP as the manager of TDR Capital II Investments LP, and notes that founding partner Manjit Dale, as well as managing partners Gary Lindsay and Thomas Mitchell, may each be deemed beneficial owners of the securities held by Arrow and MFA Holding. The filing was signed on October 26, 2026, by multiple authorized signatories across the reporting entities, including Blair Thompson as Partner of TDR Capital LLP and Evelina Jakstas in managerial and liquidator roles for the Luxembourg-based entities.

What Was Disclosed

The filing reports a disposition of 1,922,744 shares of Target Hospitality common stock by affiliated TDR Capital entities on October 22, 2026, via a distribution to limited partners at no consideration, leaving an indirect beneficial ownership of 14,303,619 shares reported by TDR Capital II Investments LP.