Insider at Smart Sand (SND) updates share count after tax withholding

Rhea-AI Filing Summary

Smart Sand, Inc. officer Ronald P. Whelan filed an amended Form 4 reporting a tax-related share disposition. The filing shows 6,250 shares of common stock were withheld at $5.19 per share to cover taxes upon vesting of restricted stock tied to his continued service. After this withholding, he directly holds 471,111 shares. The amendment corrects an earlier Form 4 that had incorrectly reported the post-transaction share balance.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WHELAN RONALD P

(Last) (First) (Middle)

C/O SMART SAND, INC.

1000 FLORAL VALE BOULEVARD, SUITE 225

(Street)

YARDLEY PA 19067

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Smart Sand, Inc. [ SND ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SEE REMARKS

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/28/2026		F		6,250(1)	D	$5.19	471,111(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld for tax purposes upon the vesting of restricted stock granted to the Reporting Person, the vesting of which is based on the Reporting Person's continued employment with or service to the Issuer on the applicable vesting date.

2. The Form 4, as originally filed, incorrectly reported the number of shares as 442,260. The Form 4, as amended by this Form 4/A, currently reports the corrected number of shares.

Remarks:

The Reporting Person is Executive Vice President of Last Mile Services of the Issuer.

	/s/ Lee E. Beckelman as Attorney-in-Fact for Ronald P. Whelan	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Smart Sand (SND) report in this amended Form 4?

The amended Form 4 reports a tax-withholding disposition of 6,250 Smart Sand common shares. These shares were withheld upon vesting of restricted stock awarded to officer Ronald P. Whelan, rather than sold in an open-market transaction.

At what price were the withheld Smart Sand (SND) shares valued in the Form 4/A?

The 6,250 Smart Sand shares were valued at $5.19 per share for the tax-withholding transaction. This value is used to determine the amount of stock withheld to satisfy the reporting person’s tax obligations on the vesting restricted stock.

How many Smart Sand (SND) shares does Ronald P. Whelan own after this tax withholding?

After the tax-withholding disposition, Ronald P. Whelan directly owns 471,111 shares of Smart Sand common stock. This corrected balance replaces an incorrect share count previously reported in the original Form 4 filing for the same vesting event.

What error does the amended Form 4/A for Smart Sand (SND) correct?

The amended Form 4/A corrects an incorrect share balance previously reported as 442,260 shares. The amendment updates the post-transaction holdings to the accurate figure of 471,111 shares following the tax-withholding of vested restricted stock.

Was the Smart Sand (SND) insider transaction an open-market sale by Ronald P. Whelan?

No, the transaction was a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to cover taxes due when restricted stock vested based on Whelan’s continued employment or service with Smart Sand.

What triggers the restricted stock vesting for Smart Sand (SND) officer Ronald P. Whelan?

The restricted stock vests based on Whelan’s continued employment or service with Smart Sand on the applicable vesting date. When vesting occurs, a portion of the shares is withheld to satisfy tax obligations, as reflected in this Form 4/A.