Target Hospitality Corp美股招股说明书(2026-05-27版)

7,000,000 Shares COMMON STOCK The affiliates of investment funds managed by TDR Capital LLP (“TDR Capital”) identified in thisprospectus supplement (the “selling stockholders”) are offering 7,000,000 shares (the “Shares”) of ourcommon stock, par value $0.0001 per share (the “Common Stock”), under this prospectus supplement. Theselling stockholders have granted the underwriters the option to purchase up to 1,050,000 additional sharesof Common Stock, at the public offering price less underwriting discounts and commissions, for 30daysafter the date of this prospectus supplement. We are not selling any shares of Common Stock under thisprospectus supplement and will not receive any proceeds from the sale of the Shares by the sellingstockholders. Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “TH.” OnMay 26, 2026, the last reported sale price of the shares of our Common Stock as reported on Nasdaq was$18.35 per share. Investing in our Common Stock involves risks. See “Risk Factors” beginning on pageS-6of this prospectussupplement and page6of the accompanying prospectus to read about factors you should consider beforeinvesting in our Common Stock. None of the Securities and Exchange Commission (the “Commission”), any state securities commission orany other regulatory body has approved or disapproved of these securities or determined if this prospectussupplement or the accompanying prospectus are truthful or complete. Any representation to the contrary is acriminal offense. Per ShareTotalPublic offering price$$Underwriting discounts and commissions$$Proceeds, before expenses, to the selling stockholders$$(3)(1)(2) Morgan Stanley Deutsche Bank Securities TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-2SUMMARYS-4THE OFFERINGS-5RISK FACTORSS-6USE OF PROCEEDSS-8SELLING STOCKHOLDERSS-9UNDERWRITINGS-11U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERSS-17LEGAL MATTERSS-20EXPERTSS-20WHERE YOU CAN FIND MORE INFORMATIONS-20INFORMATION INCORPORATED BY REFERENCES-21ProspectusABOUT THIS PROSPECTUS2CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3INFORMATION ABOUT TARGET HOSPITALITY CORP4RISK FACTORS6USE OF PROCEEDS30SELLING STOCKHOLDERS31PLAN OF DISTRIBUTION37DESCRIPTION OF SECURITIES39LEGAL MATTERS44EXPERTS44WHERE YOU CAN FIND MORE INFORMATION45DOCUMENTS INCORPORATED BY REFERENCE45 None of the Company, the selling stockholders or the underwriters has authorized anyone to provideany information other than that contained in or incorporated by reference in this prospectus supplement orthe accompanying prospectus, any free writing prospectus prepared by us or information to which we havereferred you. We, the selling stockholders and the underwriters take no responsibility for, and can provideno assurance as to the reliability of, any other information that others may give you. None of the Company,the selling stockholders or the underwriters has made an offer to sell the Shares in any jurisdiction wherethe offer to sell is not permitted. You should assume that the information appearing or incorporated by reference in this prospectussupplement, the accompanying prospectus or any free writing prospectus prepared by us is accurate only as oftheir respective dates or on the date or dates which are specified in such documents, and that any information indocuments that we have incorporated by reference is accurate only as of the date of such documentincorporated by reference. Our business, financial condition, liquidity, results of operations and prospects mayhave changed since those dates. For investors outside of the United States, none of the Company, the selling stockholders nor theunderwriters has done anything that would permit the offering, possession or distribution of this prospectussupplement or any applicable free writing prospectus in any jurisdiction where action for that purpose isrequired, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to the offering ofthe Shares and the possession or the distribution of this prospectus supplement or any applicable freewriting prospectus outside of the United States. ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which contains specificinformation about the terms on which the selling stockholders are offering and selling the Shares, includingthe names of the selling stockholders. The second part is the accompanying prospectus dated May16,2019,which we refer to as the “accompanying prospectus.” The accompanying prospectus contains andincorporates by reference important business and financial information about us, our Common Stock, andothergeneral information that may not apply to this offering. The accompanying prospectus alsoincorporates by reference documents that are described under “Information Incorporated