Smart Sand (NASDAQ: SND) adopts $2.5M Rule 10b5-1 buyback plan

Rhea-AI Filing Summary

Smart Sand, Inc. adopted a Rule 10b5-1 trading plan to support its previously announced share repurchase programs. The plan authorizes purchases of up to $2.5 million of common stock, including commissions, with daily volumes capped by Rule 10b-18 of the Exchange Act.

Repurchases under the plan may begin on March 16, 2026 and will end when the $2.5 million limit is reached or at the close of business on May 11, 2026, whichever occurs first. A designated broker will execute buybacks within the plan’s parameters, but neither the broker nor the company is required to purchase a specific number of shares or repurchase at any particular time.

The company notes that it may adopt additional Rule 10b5-1 plans in the future to continue its share repurchase program and highlights that any future activity is subject to market conditions, stock price volatility, and other capital needs, with updates to appear in its periodic SEC reports.

FALSE000152962800015296282026-03-032026-03-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________

FORM 8-K

________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 3, 2026

SMART SAND, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-37936

45-2809926

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1000 Floral Vale Boulevard, Suite 225

Yardley, Pennsylvania 19067

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (281) 231-2660

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.001 par value

SND

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ 

Item 8.01. Other Events.

On March 3, 2026, Smart Sand, Inc. (the “Company”) entered into a written trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company implemented this written trading plan in connection with its previously announced share repurchase programs, as described in the Company’s 2025 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on February 27, 2026, and Current Report on Form 8-K, filed with the SEC on February 27, 2026.

The trading plan will permit purchases up to a total purchase amount of $2.5 million of shares (including commissions). The number of shares of Company common stock to be purchased on any purchase day will be up to the maximum daily target volume allowable under Rule 10b-18 of the Exchange Act. Trades under the plan will not be effected before March 16, 2026, and will cease upon the earlier of (i) full use of the $2.5 million or (ii) the close of business on May 11, 2026.

Adopting a trading plan that satisfies the conditions of Rule 10b5-1 allows a company to repurchase its shares at times when it might otherwise be prevented from doing so due to self-imposed trading blackout periods or pursuant to insider trading laws. A broker selected by the Company will have the authority under the terms and limitations specified in the plan to repurchase shares on the Company’s behalf in accordance with the terms of the plan. Adopting this trading plan does not require the Company or its broker to purchase a specific number of shares, nor does it obligate the Company or its broker to make any repurchases at any specific time. After the expiration of the current trading plan, the Company may from time to time enter into subsequent trading plans under Rule 10b5-1 to facilitate the repurchase of its common stock pursuant to its share repurchase program.

Information regarding share repurchases will be available in the Company’s periodic reports on Forms 10-Q and 10-K filed with the SEC as required by the applicable rules of the Exchange Act.

This report contains forward-looking information, as that term is defined under the Exchange Act, including information regarding purchases by the Company of its common stock pursuant to a 10b5-1 trading plan. By their nature, forward-looking information and statements are subject to risks, uncertainties, and contingencies, including changes in price and volume and the volatility of the Company’s common stock; adverse developments affecting either or both of prices and trading of exchange-traded securities, including securities listed on NASDAQ; and unexpected or otherwise unplanned or alternative requirements with respect to the capital investments of the Company. The Company’s 2025 Annual Report on Form 10-K, filed with the SEC on February 27, 2026 includes information regarding other risk factors and cautionary information. The Company does not undertake to update any forward-looking statements or information, including those contained in this report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

SMART SAND, INC.

Dated:

March 3, 2026

By:

/s/ Lee E. Beckelman

Lee E. Beckelman

Chief Financial Officer

FAQ

What did Smart Sand (SND) announce in its latest Form 8-K?

Smart Sand announced a Rule 10b5-1 trading plan to repurchase up to $2.5 million of its common stock. The plan supports existing share repurchase programs and sets pre-arranged parameters for buybacks executed by an independent broker during a defined trading window.

How large is Smart Sand’s new share repurchase authorization under the 10b5-1 plan?

The new trading plan permits Smart Sand to repurchase up to $2.5 million of common stock, including commissions. Purchases will follow daily volume limits under Rule 10b-18 and continue until that dollar amount is fully used or the plan expires, whichever happens first.

When will Smart Sand’s 10b5-1 share repurchases start and end?

Trades under Smart Sand’s Rule 10b5-1 plan may start on March 16, 2026 and will cease when the $2.5 million capacity is exhausted or at the close of business on May 11, 2026. Activity within that window depends on market conditions and plan parameters.

Is Smart Sand required to buy a specific number of shares under this plan?

Smart Sand is not obligated to repurchase a specific number of shares under the 10b5-1 plan. The broker has authority to buy shares within defined limits, but there is no requirement to execute purchases on any particular day or in any minimum or fixed amount.

Why is Smart Sand using a Rule 10b5-1 trading plan for buybacks?

A Rule 10b5-1 plan lets Smart Sand repurchase shares according to preset instructions even during self-imposed blackout periods or when insider trading restrictions apply. This structure helps maintain repurchases in a compliant manner, independent of day-to-day possession of material nonpublic information.

Where will investors find updates on Smart Sand’s share repurchases?

Information on Smart Sand’s share repurchases will appear in its periodic SEC filings, specifically its Forms 10-Q and 10-K. These reports will summarize repurchase activity conducted under the Rule 10b5-1 plan and any future plans adopted to implement the company’s buyback program.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB