Target Hospitality Corp. announced on September 8, 2026, the launch of an underwritten secondary offering of its common stock. The offering involves the sale of 12,000,000 shares by Selling Stockholders, specifically Arrow Holdings S.à r.l. and MFA Global S.à r.l., which are entities controlled by TDR Capital LLP. The shares are being sold at a price of $18.50 per share.
The Selling Stockholders have granted the underwriters a 30-day option to purchase up to an additional 1,800,000 shares of common stock. The Company itself is not offering any shares in this transaction and will not receive any proceeds from the sale.
Concurrent with the offering, Target Hospitality intends to purchase from the underwriters shares of its common stock (the Repurchase Shares) with an aggregate purchase price of up to $30,000,000. These repurchased shares will be held by the Company as treasury shares. The Company expects to fund this repurchase using cash on hand and borrowings under its ABL Credit Facility.
Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc., and J.P. Morgan Securities LLC are acting as book-running managers for the transaction. The offering is being made pursuant to an effective shelf registration statement on Form S-3 initially filed with the SEC on April 10, 2019.