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Beneficial Ownership Report · SCHEDULE 13D/A

Target Hospitality Corp.

THNASDAQEQUITYCurrent

Beneficial Ownership Report

Filed Sep 28, 2026Accepted Sep 28, 2026, 4:30 PM EDTFiling CIK 1771172Accession 0000950142-26-002613
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Structured filing — SCHEDULE 13D/A

primary_doc.xml

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Amendment · This filing reports the amendment as submitted.

Subject company

Company
Target Hospitality Corp.
Company CIK
0001712189
Street
9320 LAKESIDE BLVD.
Street (continued)
SUITE 300
City
THE WOODLANDS
State / country code
TX
Postal code
77381

Statement details

Amendment number
9
Security class
Common Stock, par value $0.0001 per share
Event date
09/25/2026
Previously filed indication
false

Authorized notification person 1

Name
Christopher J. Cummings
Phone
(212) 373-3000
Street
Paul, Weiss, Rifkind, Wharton & Garrison
Street (continued)
1285 Avenue of the Americas
City
New York
State / country code
NY
Postal code
10019

Reporting person 1

Name
Manjit Dale
No reporting person CIK indication
Y
Citizenship / organization
X0
Reporting person type
IN
Source of funds code
WC
Legal proceedings indication
N
Aggregate amount owned
27,226,363.00
Percent of class
27.8
Sole voting power
0.00
Shared voting power
27,226,363.00
Sole dispositive power
0.00
Shared dispositive power
27,226,363.00
Aggregate excludes certain shares
N

Reporting person 2

Name
Gary Lindsay
No reporting person CIK indication
Y
Citizenship / organization
X0
Reporting person type
IN
Source of funds code
WC
Legal proceedings indication
N
Aggregate amount owned
27,226,363.00
Percent of class
27.8
Sole voting power
0.00
Shared voting power
27,226,363.00
Sole dispositive power
0.00
Shared dispositive power
27,226,363.00
Aggregate excludes certain shares
N

Reporting person 3

Name
Thomas Mitchell
No reporting person CIK indication
Y
Citizenship / organization
X0
Reporting person type
IN
Source of funds code
WC
Legal proceedings indication
N
Aggregate amount owned
27,226,363.00
Percent of class
27.8
Sole voting power
0.00
Shared voting power
27,226,363.00
Sole dispositive power
0.00
Shared dispositive power
27,226,363.00
Aggregate excludes certain shares
N

Reporting person 4

Name
TDR Capital LLP
No reporting person CIK indication
Y
Citizenship / organization
X0
Reporting person type
PN
Source of funds code
WC
Legal proceedings indication
N
Aggregate amount owned
27,226,363.00
Percent of class
27.8
Sole voting power
0.00
Shared voting power
27,226,363.00
Sole dispositive power
0.00
Shared dispositive power
27,226,363.00
Aggregate excludes certain shares
N

Reporting person 5

Name
TDR Capital II Investments L.P.
Reporting person CIK
0001771172
No reporting person CIK indication
N
Citizenship / organization
X0
Reporting person type
PN
Source of funds code
WC
Legal proceedings indication
N
Aggregate amount owned
27,226,363.00
Percent of class
27.8
Sole voting power
0.00
Shared voting power
27,226,363.00
Sole dispositive power
0.00
Shared dispositive power
27,226,363.00
Aggregate excludes certain shares
N

Reporting person 6

Name
Sapphire Holding S.a r.l.
No reporting person CIK indication
Y
Citizenship / organization
N4
Reporting person type
OO
Source of funds code
WC
Legal proceedings indication
N
Aggregate amount owned
20,696,564.00
Percent of class
21.1
Sole voting power
0.00
Shared voting power
20,696,564.00
Sole dispositive power
0.00
Shared dispositive power
20,696,564.00
Aggregate excludes certain shares
N
Comments
(Luxembourg societe a responsabilite limitee)

Reporting person 7

Name
Arrow Holdings S.a.r.l.
No reporting person CIK indication
Y
Citizenship / organization
N4
Reporting person type
OO
Source of funds code
WC
Legal proceedings indication
N
Aggregate amount owned
20,696,564.00
Percent of class
21.1
Sole voting power
0.00
Shared voting power
20,696,564.00
Sole dispositive power
0.00
Shared dispositive power
20,696,564.00
Aggregate excludes certain shares
N
Comments
(Luxembourg societe a responsabilite limitee)

Reporting person 8

Name
MFA Holding S.a.r.l.
No reporting person CIK indication
Y
Citizenship / organization
N4
Reporting person type
OO
Source of funds code
WC
Legal proceedings indication
N
Aggregate amount owned
6,529,799.00
Percent of class
6.7
Sole voting power
0.00
Shared voting power
6,529,799.00
Sole dispositive power
0.00
Shared dispositive power
6,529,799.00
Aggregate excludes certain shares
N
Comments
(Luxembourg societe a responsabilite limitee)

Reporting person 9

Name
MFA Limited Partnership SLP
No reporting person CIK indication
Y
Citizenship / organization
N4
Reporting person type
OO
Source of funds code
WC
Legal proceedings indication
N
Aggregate amount owned
6,529,799.00
Percent of class
6.7
Sole voting power
0.00
Shared voting power
6,529,799.00
Sole dispositive power
0.00
Shared dispositive power
6,529,799.00
Aggregate excludes certain shares
N
Comments
(Luxembourg societe a responsabilite limitee)

Reporting person 10

Name
MFA Global S.a r.l. (in liquidation)
No reporting person CIK indication
Y
Citizenship / organization
N4
Reporting person type
OO
Source of funds code
WC
Legal proceedings indication
N
Aggregate amount owned
6,529,799.00
Percent of class
6.7
Sole voting power
0.00
Shared voting power
6,529,799.00
Sole dispositive power
0.00
Shared dispositive power
6,529,799.00
Aggregate excludes certain shares
N
Comments
(Luxembourg societe a responsabilite limitee)

Item 1

Issuer

Target Hospitality Corp.

Security title

Common Stock, par value $0.0001 per share

Principal address

Comment

This Amendment No. 9 (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. 8 filed on September 14, 2026 (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

Citizenship

See Row (6) of each Reporting Person's cover page.

Filing person

(a), (b), (c) and (f) of Item 2 of the Existing Schedule are hereby 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 Royal, 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 Royal, L-2449 Luxembourg. The managers of the MFA Sarl Entities are a combination of Gary May, Evelina Jakstas, Luis Braz, 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, Luis Braz, and Vincent Gillet. The business address for Ms. Jakstas and Mr. May is 25C, Boulevard Royal, L-2449 Luxembourg. The business address for Mr. Braz and Mr. Gillet is 23A, rue de Hollerich, L-1741 Luxembourg. Mr. May is a citizen of the United Kingdom, Ms. Jakstas is a citizen of Lithuania, Mr. Braz is a citizen of Brazil and Mr. Gillet is a citizen of Belgium. The Reporting Persons and the managers of each Reporting Person are principally engaged in the business of investments in securities.

Criminal proceedings response

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.

Proceedings description

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.

Item 5

Number of shares

Please see Schedule A attached herein.

Transactions

On September 25, 2026 Arrow Holdings and MFA Global (the "Shareholders") effected a distribution in kind of an aggregate of 2,652,046 shares of common stock, par value $0.0001 per share of the Issuer (the "Common Stock") to certain limited partners of each of the Shareholders.

Other persons with an interest

None

Date ownership ceased to exceed 5%

Not applicable.

Percentage of class

Please see Schedule A attached herein.

Item 6

Contracts and arrangements

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

Filed 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 as Exhibit 1 to Amendment No. 5 to the Schedule 13D filed by the Reporting Persons with the SEC on April 23, 2026). 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 1

Reporting person
Manjit Dale
Signed
/s/ Emma Gilks
Title
Emma Gilks, as attorney-in-fact for Manjit Dale
Date
09/28/2026

Signature 2

Reporting person
Gary Lindsay
Signed
/s/ Gary Lindsay
Title
Gary Lindsay
Date
09/28/2026

Signature 3

Reporting person
Thomas Mitchell
Signed
/s/ Thomas Mitchell
Title
Thomas Mitchell
Date
09/28/2026

Signature 4

Reporting person
TDR Capital LLP
Signed
/s/ Blair Thompson
Title
Blair Thompson/Partner
Date
09/28/2026

Signature 5

Reporting person
TDR Capital II Investments L.P.
Signed
/s/ Blair Thompson
Title
Blair Thompson/Partner, TDR Capital LLP acting in its capacity as fund manager
Date
09/28/2026

Signature 6

Reporting person
Sapphire Holding S.a r.l.
Signed
/s/ Evelina Jakstas
Title
Evelina Jakstas/Class A Manager
Date
09/28/2026

Signature 7

Reporting person
Arrow Holdings S.a.r.l.
Signed
/s/ Evelina Jakstas
Title
Evelina Jakstas/Class A Manager
Date
09/28/2026

Signature 8

Reporting person
MFA Holding S.a.r.l.
Signed
/s/ Evelina Jakstas
Title
Evelina Jakstas/Class A Manager
Date
09/28/2026

Signature 9

Reporting person
MFA Limited Partnership SLP
Signed
/s/ Evelina Jakstas
Title
Evelina Jakstas/Manager, MFA G.P. S.a r.l.
Date
09/28/2026

Signature 10

Reporting person
MFA Global S.a r.l. (in liquidation)
Signed
/s/ Evelina Jakstas
Title
Evelina Jakstas/Liquidator
Date
09/28/2026

Filed exhibits

Company context

Target Hospitality is one of North America’s largest providers of vertically integrated specialty rental modular accommodations and full-service value-added hospitality solutions in the United States. Target builds, owns and operates a customized and growing network of communities for a range of end users through a full suite of value-added solutions including premium catering and food services, maintenance, housekeeping, grounds-keeping, concierge, laundry services, logistics, security, recreational facilities services, community management, and community design and construction.

Current securities

Historical securities (2)

Recent company filings

  1. 4 filingSep 29, 2026
  2. 4/A filingSep 29, 2026
  3. 4/A filingSep 29, 2026
  4. SCHEDULE 13D/A - filed by TDR Capital II Investments LP regarding Target Hospitality Corp.Sep 14, 2026
  5. Other EventsSep 9, 2026

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