Beneficial Ownership Report · SCHEDULE 13D/A
Target Hospitality Corp.
THNASDAQEQUITYCurrent
Beneficial Ownership Report
Structured filing — SCHEDULE 13D/A
primary_doc.xml
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
- EX-99 ↗eh260835970_scha.htm
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.