[8-K] Smart Sand, Inc. Reports Material Event

Rhea-AI Filing Summary

CrossAmerica Partners LP (CAPL) – Form 4 insider filing.

Director and 10% owner Joseph V. Topper Jr. converted vested phantom units into 3,419 common units on 07/23/2025 (Transaction Code M). After the transaction, he directly owns 93,404 common units. The phantom units were economically equivalent to one common unit each and vested on the same date; they were settled at the issuer’s discretion. No derivative securities remain outstanding and no sales or open-market purchases were reported.

The filing shows a routine increase in insider ownership with no other material corporate events disclosed.

Insights

Securities Analyst

TL;DR: Routine vesting adds 3,419 CAPL units to Topper’s stake; ownership now 93,404 units—no buying or selling signal implied.

The Form 4 records conversion of phantom units rather than an open-market purchase, so cash outlay is not involved. The incremental 3,419 units represent a small percentage of CAPL’s public float but keep Topper’s status above the 10% threshold. Because the transaction was pre-scheduled by the vesting terms, market impact should be minimal. Overall, the disclosure is neutral yet slightly supportive, as it increases insider alignment without indicating distribution of shares.

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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): July 23, 2025

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 7.01. Regulation FD Disclosure.

On July 23, 2025, Smart Sand, Inc. (the “Company”) issued a press release regarding the Dividend (as defined below). A copy of the press release is furnished as Exhibit 99.1 to this report. Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01. Other Events.

On July 23, 2025, the Board of Directors of the Company declared a special dividend of $0.10 per share of common stock, to be paid on August 14, 2025 to stockholders of record at the close of business on August 4, 2025 (the “Dividend”).

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit Number						Description
99.1						Press Release

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:

July 23, 2025

By:

/s/ Lee E. Beckelman

Lee E. Beckelman

Chief Financial Officer