Target Hospitality Prices $98M Secondary Stock Offering at $14 per Share

Target Hospitality Corp, a leading North American provider of fully integrated modular housing and hospitality solutions, has announced the pricing of its previously disclosed underwritten secondary offering (the “Offering”). The transaction involves the sale of 7,000,000 shares of common stock (the “Shares”), each with a par value of $0.0001, by Arrow Holdings S.à r.l. and MFA Global S.à r.l. (together, the “Selling Stockholders”), which are entities managed by TDR Capital LLP. The shares are being offered to the public at $14.00 each, resulting in estimated gross proceeds of approximately $98 million for the Selling Stockholders, before underwriting fees and commissions.

Target Hospitality is not issuing any shares in this Offering and will not receive any proceeds from the sale. The transaction is expected to close on April 23, 2026, subject to customary conditions. Additionally, the Selling Stockholders have granted underwriters a 30-day option to purchase up to 1,050,000 additional shares.

Morgan Stanley & Co. LLC and Deutsche Bank Securities Inc. are serving as the lead book-running managers for the Offering. Supporting them as co-managers are Northland Securities, Inc., Oppenheimer & Co. Inc., Stifel, Nicolaus & Company, Incorporated, and Texas Capital Securities.

The Offering is being conducted under an effective shelf registration statement on Form S-3, originally filed with the U.S. Securities and Exchange Commission on April 10, 2019, and declared effective on May 16, 2019. The sale will be completed through a prospectus supplement and accompanying base prospectus, which will be filed with and made available by the SEC. Final documentation can also be obtained from the lead underwriters.

This press release is not an offer to sell or a solicitation to purchase securities, nor will any sale occur in jurisdictions where such actions would be unlawful without proper registration or qualification.

Forward-Looking Statements Disclaimer
This release includes forward-looking statements as defined under the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Terms such as “expects,” “anticipates,” “plans,” “believes,” and similar expressions are used to identify such statements. These statements are subject to risks and uncertainties and are not guarantees of future performance.

Various factors—including economic conditions, inflation, regulatory changes, competition, operational challenges, public health crises, supply chain dependencies, labor and material costs, legal proceedings, and fluctuations in market demand—could cause actual outcomes to differ materially from those projected. The Company assumes no obligation to update these forward-looking statements except as required by law.

Contact Information
Investor Contact:
Mark Schuck
(832) 702-8009
ir@targethospitality.com