Target Hospitality Corp.美股招股说明书（2026年5月28日版）

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 30days 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 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 before 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 prospectus Public offering priceUnderwriting discounts and commissions (1)The selling stockholders will pay brokerage expenses, fees, and discounts, if any, in connection withthis offering. We refer you to “Underwriting” beginning on pageS-11of this prospectus supplement foradditional information regarding underwriting compensation. Book-Running Managers Morgan Stanley Deutsche Bank Securities Co-Managers Northland Capital MarketsOppenheimer & Co.Stifel The date of this Prospectus Supplement is May28, 2026 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 in 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 is 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 also Before you invest in our Common Stock, you should carefully read the registration statement(including the exhibits thereto) of which this prospectus supplement and the accompanying prospectus form As used in this prospectus supplement, the terms “we,” “us,” “our,” the “Company” and “TargetHospitality” refer to Target Hospitality Corp., a Delaware corporation, and its consolidated subsidiaries We use various trademarks and tradenames in our business, including “Target Hospitality” and ourcorporate logo. All other trademarks or trade names referred to in this prospectus supplement or theaccompanying prospectus are the property of their respective owners. Solely for convenience, thetrademarks and trade names in this prospectus supplement or the accompanying prospectus are referred to without the symbolsand ™, but such references should not be construed as any indicator that theirrespective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not® This prospectus supplement, the accompanying prospectus and the documents incorporated herein byreference include statistical and other industry and market data that we obtained from industry publicationsand research, surveys and studies conducted by third parties. Industry publications and third-partyresearch,surveys and studies generally indicate that their information has been obtained from sources believed to be CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus supplement, the accompanying prospectus and the documents incorporated byreference herein and therein may contain forward-looking statements within the meaning of Section27A ofthe Securities Act of 1933, as amended (the “Securities Act”), Section21E of the Securities Exchange Act of1934, as amended (the “Exchange Act”), and the Private Secu