| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Robertson Stephen | Director | 9320 LAKESIDE BLVD., STE 300, THE WOODLANDS | /s/ Heidi D. Lewis, as Attorney in Fact on behalf of Stephen Robertson | 27 May 2025 | 0001409360 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TH | Common Stock, par value $0.0001 per share | Options Exercise | +12,998 | +0.02% | 64,801,003 | 22 May 2025 | See footnote 5,6,7 | F1, F2, F5, F6, F7 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TH | Restricted Stock Units | Options Exercise | $0 | -12,988 | -100% | $0.000000 | 0 | 22 May 2025 | Common Stock | 12,998 | Direct | F1, F3 | |
| transaction | TH | Restricted Stock Units | Award | $0 | +20,950 | $0.000000 | 20,950 | 22 May 2025 | Common Stock | 20,950 | Direct | F1, F4 |
| Id | Content |
|---|---|
| F1 | Each restricted stock unit represents a contingent right to receive upon vesting one share of common stock of the Issuer, par value $0.0001 per share ("Common Stock"), or its cash equivalent. |
| F2 | Includes 175,000 shares of Common Stock owned directly by the Reporting Person following the Reported Transaction. The remaining shares of Common Stock beneficially owned following the Reported Transaction are held by MFA Global S.a r.l. ("MFA Global") and Arrow Holding S.a r.l ("Arrow"). |
| F3 | On May 23, 2024, Stephen Robertson was granted 12,998 restricted stock units ("RSUs") which vest in full on the first anniversary of the grant date or, if earlier, the date of the first annual meeting of the stockholders of the Issuer following the grant date, subject to the terms and conditions of the previously disclosed Target Hospitality Corp. 2019 Incentive Award Plan (as amended, the "Plan") and the award agreements entered into between the Issuer and Mr. Robertson. Subject to certain exceptions, vested shares will be delivered upon separation of service from the Board of Directors of the Issuer ("BOD"). Immediately following such grant, Mr. Robertson transferred the RSUs to Arrow. Upon transfer to Arrow, the RSUs vest in accordance with the same terms and conditions of the initial grant. |
| F4 | On May 22, 2025, Mr. Robertson was granted 20,950 RSUs which vest in full on the first anniversary of the grant date or, if earlier, the date of the first annual meeting of the stockholders of the Issuer following the grant date, subject to the terms and conditions of the Plan and the award agreements entered into between the Issuer and Mr. Robertson. Subject to certain exceptions, vested shares will be delivered upon separation of service from the BOD. |
| F5 | As the controlling shareholder of Arrow, TDR Capital II Investments LP, may be deemed the beneficial owner of the securities of the Issuer held by Arrow. Sapphire Holding S.a r.l. is the direct shareholder of Arrow and wholly owned by TDR Capital II Investments LP. |
| F6 | MFA Holding S.a r.l. ("MFA Holdings") is the controlling shareholder of MFA Limited Partnership SLP ("MFA SLP" and together with MFA Holdings and MFA Global, the "MFA Entities"), which is the controlling shareholder of MFA Global. TDR Capital II Investments LP, as the controlling shareholder of MFA Holdings, may be deemed the beneficial owner of the securities of the Issuer held by MFA Global. As manager of TDR Capital II Investments LP, TDR Capital LLP may be deemed the beneficial owner of such securities of the Issuer held by Arrow and MFA Global. As a founding partner of TDR Capital LLP, Manjit Dale may be deemed the beneficial owner of such securities of the Issuer held by Arrow and MFA Holdings. As managing partners of TDR Capital LLP, Gary Lindsay and Thomas Mitchell may be deemed the beneficial owners of such securities of the Issuer held by Arrow and MFA Holdings. |
| F7 | Each of TDR Capital II Investments LP, TDR Capital LLP, Manjit Dale, Gary Lindsay and Thomas Mitchell (the "TDR Persons") and Mr. Robertson may be deemed the beneficial owner of all or a portion of the securities reported herein. Each of the TDR Persons disclaims beneficial ownership of the securities of the Issuer, except to the extent of its or his pecuniary interest therein. The filing of this report shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or otherwise, the TDR Persons or Mr. Robertson are the beneficial owners of any of the securities reported herein. |