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

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Smart Sand, Inc. adopted a Rule 10b5-1 trading plan to support its existing share repurchase program. The plan authorizes purchases of up to $2.5 million of common stock, including commissions, with daily purchases limited by Rule 10b-18 volume caps.

Repurchases under the plan may begin after June 1, 2026 and will end when either the full $2.5 million is used or at the close of business on August 10, 2026, whichever comes first. A broker will execute repurchases on the company’s behalf, but neither the company nor the broker is obligated to buy a specific number of shares or to make purchases at any particular time.

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Buyback authorization $2.5 million Maximum total purchase amount under 10b5-1 trading plan, including commissions
Plan start date June 1, 2026 No trades under the plan may be effected before this date
Plan end date August 10, 2026 Trading ends on full use of $2.5M or close of business on this date
Daily volume cap Rule 10b-18 limit Shares bought per day limited to maximum daily target volume under Rule 10b-18
Rule 10b5-1 regulatory
"entered into a written trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
Rule 10b-18 regulatory
"up to the maximum daily target volume allowable under Rule 10b-18 of the Exchange Act"
Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.
share repurchase programs financial
"implemented this written trading plan in connection with its previously announced share repurchase programs"
A share repurchase program is when a company uses its cash to buy back its own stock from the market, reducing the number of shares held by outside investors. For investors this matters because fewer shares can increase each remaining share’s portion of profits and often supports the stock price, like slicing the same pie into fewer pieces so each piece is larger, and it also signals how management prioritizes returning cash versus other uses.
trading blackout periods regulatory
"at times when it might otherwise be prevented from doing so due to self-imposed trading blackout periods"
Times when company insiders and certain employees are legally or policy-bound to stop buying or selling the company’s stock, usually around sensitive windows such as before earnings, major announcements, or audits. These pauses act like a temporary “hands-off” rule to prevent trades based on information not yet available to the public, reducing the risk of unfair advantage and regulatory violations; investors watch them because they can limit share liquidity and signal forthcoming news.
forward-looking information regulatory
"This report contains forward-looking information, as that term is defined under the Exchange Act"
Forward-looking information are predictions, plans, estimates or expectations about a company’s future performance, results or events, such as sales forecasts, project timelines, or anticipated costs. It matters to investors because these statements guide expectations but rely on assumptions and uncertain factors—like a weather forecast for a business—so investors should treat them as informed guesses rather than guarantees and consider the risks and possible changes behind the numbers.
Understanding 8-K Material Events →
FALSE000152962800015296282026-05-152026-05-15

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): May 15, 2026
SMART SAND, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3793645-2809926
(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 ClassTrading SymbolName of each exchange on which registered
Common Stock, $0.001 par valueSNDNASDAQ

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 May 15, 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 26, 2026, and Current Report on Form 8-K, filed with the SEC on February 26, 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 June 1, 2026, and will cease upon the earlier of (i) full use of the $2.5 million or (ii) the close of business on August 10, 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 26, 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:
May 15, 2026
By:/s/ Lee E. Beckelman
Lee E. Beckelman
Chief Financial Officer
 


Source: View Original Filing on SEC EDGAR

FAQ

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

Smart Sand adopted a Rule 10b5-1 trading plan to execute its existing share repurchase program. The plan authorizes a broker to buy company common stock within preset parameters and legal limits.

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

The trading plan permits purchases of up to $2.5 million of Smart Sand common stock, including commissions. This cap defines the maximum dollar amount that can be used for buybacks under the plan.

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

Trades under the plan will not occur before June 1, 2026 and will cease when either the $2.5 million limit is fully used or at the close of business on August 10, 2026.

Is Smart Sand required to repurchase a specific number of shares?

No, the company is not required to repurchase a specific number of shares. The plan only authorizes up to $2.5 million of buybacks and does not obligate Smart Sand or its broker to make purchases at any set time.

Who will execute Smart Sand’s share repurchases under the 10b5-1 plan?

A broker selected by Smart Sand will execute share repurchases under the plan. The broker acts within the plan’s terms and Rule 10b-18 limits to buy shares on the company’s behalf.

Why did Smart Sand use a Rule 10b5-1 trading plan for buybacks?

A Rule 10b5-1 plan allows Smart Sand to repurchase shares even during self-imposed blackout periods or when insider trading laws might otherwise restrict trading, as long as trades follow the pre-set plan.

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