📜 What This Document Is 📝

This document is a Preliminary Prospectus Supplement filed under Form 424B7. Think of it as a highly detailed, mandatory legal addendum to a larger investment document. It doesn't report on the company’s day-to-day business; instead, it outlines the specific rules and details for selling a large block of the company's common stock.

👉 Key takeaway: The core message is that affiliates of TDR Capital LLP are selling a significant number of shares, and the company itself (Target Hospitality Corp.) will not receive any money from this sale.

🏨 What The Company Does 🏢

Target Hospitality Corp. is positioned as a leader in the U.S. specialty rental and hospitality services sector. They aren't just hotels; they provide comprehensive, tailored solutions for businesses and communities.

👉 In simple terms: They function as a massive, specialized facility management company. They use a "Design, Develop, Build, Own, Operate, and Maintain" (DDBOOM) model to offer everything from initial site planning and construction to daily services like housekeeping, security, and catering.

• Scale & Scope: They manage an extensive network of geographically relocatable specialty rental accommodation units, covering approximately 12,000 beds across 20 sites in the U.S.
• Revenue Streams: Their business model is based on multi-year “take-or-pay” contracts, which is great for revenue predictability. As of the year ended December 31, 2018, their pro forma revenues were $301.8 million.
  • Specialty Rental Services: This provided the majority (64%) of their pro forma revenue.
  • Catering and Other Offerings: These provided the remaining 36% of pro forma revenue.

📚 Accounting Metrics Explained 📈

Because the company is capital-intensive, management provides non-GAAP metrics (accounting numbers that don't follow strict rules) to help investors evaluate operational performance. These are particularly important because they remove variable accounting effects.

👉 What is the difference? These metrics allow management to strip out items like tax changes, interest costs, or depreciation (the cost of equipment losing value) to get a cleaner view of core operating profit.

• EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization): This is a common metric used to measure operating profitability. It excludes the impacts of interest expense, provision for income taxes, depreciation, and amortization.
• Adjusted EBITDA: This measure takes the concept a step further by making additional adjustments, excluding items that management believes are not related to the core business operations. This includes things like gains or losses on the sale of assets, and miscellaneous transaction expenses.

💰 The Share Offering Details 💸

The central topic of this supplement is the planned sale of common stock. A massive block of shares is available for resale, managed by the selling stockholders.

👉 What are the key numbers? The selling stockholders are offering 7,000,000 shares of Common Stock, with an additional option to purchase up to 1,050,000 shares.

• Seller of Shares: The shares are being sold by the affiliates of TDR Capital LLP.
• Financial Impact on TH: Crucially, Target Hospitality Corp. stated that they will not receive any proceeds from the sale of the Shares. This means the sale of shares does not bring cash directly to the company treasury.
• Market Reference: As of April 20, 2026, the last reported sale price on the Nasdaq was $15.61 per share, giving a benchmark for stock valuation.

👤 Selling Stockholders & Ownership Structure 🏛️

The ownership structure reveals who holds the company's shares and who is selling them. The shares are being sold by various parties, including major investors and corporate groups.

👉 Who controls the company? While many individuals and trusts are listed, the filings indicate that the principal stockholder controls a majority of the outstanding Common Stock.

• Major Seller: The selling stockholders are associated with TDR Capital LLP, which holds a significant stake in Algeco Investments B.V. (15,628,865 shares beneficially owned).
• Total Shares Registered: The selling stockholders are registering up to 82,911,327 shares of Common Stock for possible sale.
• Impact of Selling: The large number of shares available for resale means the company's supply of stock is monitored, which can affect market pricing.

🔗 Founder & Shareholder Restrictions 🔒

The prospectus is filled with specific rules—called "restrictions" or "lock-ups"—governing when and how various groups of shares can be sold. These rules protect certain investors and ensure that management commitment remains post-IPO.

👉 Why are these restrictions necessary? They prevent a sudden flood of shares onto the market, which could crash the stock price and signal to investors that the founding group plans to liquidate their holdings quickly.

• Founder Shares: These shares are subject to a "Lock Up Period." They generally cannot be sold until the earlier of March 15, 2020, or if the stock price exceeds $12.00 per share for 20 out of 30 trading days (this date is subject to specific rules).
• Private Warrants: These grants (originally purchased for $1.50 per warrant) are locked up until April 15, 2019, and are non-redeemable while held by the initial purchasers.
• Earnout Shares: A portion of Founder Shares (5,015,898) are held in escrow. These can only be released to the Founder Group if the Nasdaq stock price hits specific thresholds:
  1. The first 50% of the shares are released if the price exceeds $12.50 per share for 20 of any 30 consecutive trading days.
  2. The remaining 50% of the shares are released if the price exceeds $15.00 per share for 20 of any 30 consecutive trading days.

⚖️ Key Legal Agreements and Rights 🛡️

To manage the sale of these large blocks of shares, the company established formal agreements that grant future selling rights to the investors.

👉 The purpose of these agreements is structure. They provide legal certainty and give the selling parties the right to execute a future sale.

• Registration Rights Agreement: This agreement gives certain major initial investors (the "Initiating Holders") the right to request an unlimited number of "demand" registrations and "shelf" registrations.
• Piggyback Rights: These rights mean that the Initiating Holders can participate in and benefit from any future public offerings or legal filings related to the company.
• Escrow Agreement: This legally holds the restricted shares (the "Restricted Shares") with a third party (Continental Stock Transfer & Trust Company) until the required triggering events (the price targets) are met.

⚠️ Major Business and Financial Risks 🚨

The filing includes detailed warnings about risks, which is standard for investment prospectuses. These are crucial to read to understand potential downsides.

👉 The key takeaways here are volatility and complexity. The company faces high debt levels, and its operations rely heavily on technology that is vulnerable to disruption.

• Financial Leverage: The company has a high level of indebtedness. As of December 31, 2018, the pro forma total indebtedness was $380 million ($40 million under the New ABL Facility and $340 million in Notes). This debt limits the company's ability to borrow, make payments, or pursue acquisitions.
• Cybersecurity Threats: The business relies heavily on sophisticated technology systems to manage facilities and operations. Any failure, breach, or cyber-attack could disrupt revenue, damage reputation, and lead to significant losses.
• Market Volatility: The price of the Common Stock is highly volatile and depends on analyst reports and the company's operating results. Investors are warned that returns are limited to stock price appreciation, as the company does not pay dividends.

📞 Who to Contact & More Information ℹ️

If you want to dig deeper into the financials, or if you have specific questions about the sale of shares, the prospectus outlines specific resources.

👉 Where to go next:

• SEC Website: You can find all official filings and reports on the Commission’s website at http://www.sec.gov.
• Company Website: More information, such as the Annual Report on Form 10-K for the year ended December 31, 2025, can be found at https://investors.targethospitality.com/home.
• Target Contact: Target Hospitality Corp. can be reached at 9320 Lakeside Boulevard, Suite 300, The Woodlands, TX 77381, with the main phone number at (800) 832-4242.

🧠 The Analogy

Investing in Target Hospitality Corp. by reviewing this prospectus is like looking at the blueprint and the loan agreement for a massive, multi-story hotel resort. The blueprint (the 'About Us' section) tells you how magnificent the final structure can be. The loan agreement (the 'Risks' and 'Debt' sections) warns you that the resort is heavily mortgaged, and the building relies on highly complex, expensive, and vulnerable technology. Meanwhile, the sale prospectus tells you who gets to sell shares in the project, and at what future price benchmarks those shares are legally allowed to unlock.

🧩 Final Takeaway

This filing is primarily a resale mechanism for large investor blocks rather than a business update. The key message is the structural nature of the sale, which is dependent on major share lock-ups and specific future stock price targets ($12.50 and $15.00) to release the full supply of shares.