Smart Sand CEO reports tax share withholding

Smart Sand, Inc. CEO and director Charles Edwin Young reported routine share movements mainly tied to equity compensation rather than open‑market trading.

Rhea-AI Filing Summary

Smart Sand, Inc. CEO and director Charles Edwin Young reported routine share movements mainly tied to equity compensation rather than open‑market trading. A Form 4 entry shows an F‑code tax-withholding disposition of 5,811 shares of common stock at $5.45 per share, used to cover taxes on vesting restricted stock tied to his continued service.

After this tax withholding, Young directly holds 1,515,033 shares of Smart Sand common stock. He also has indirect ownership of 5,842,700 shares held by Keystone Cranberry, LLC, where he owns 67% of the membership interests, is the sole managing member, and has sole voting and investment power, while disclaiming beneficial ownership beyond his pecuniary interest.

Insider Trade Summary

Exercise Price or Tax Liability: 5,811 shares

Exercise Price or Tax Liability 2 txns

Insider YOUNG CHARLES EDWIN, KEYSTONE CRANBERRY, LLC

Role CEO | Director, 10% Owner

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	5,811	$5.45	$32K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,515,033 shares (Direct); Common Stock — 5,842,700 shares (Indirect, BY LLC)

Footnotes (2)

1. F1. 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. F2. Mr. Young holds 67% of the membership interests in Keystone Cranberry, LLC ("Keystone"), is the sole managing member and has sole voting and investment power over the shares held by Keystone. Mr. Young disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.

Key Figures

Tax-withheld shares: 5,811 shares Tax-withholding price: $5.45 per share Direct holdings after transaction: 1,515,033 shares +2 more

5 metrics

Tax-withheld shares 5,811 shares F-code tax-withholding disposition of common stock

Tax-withholding price $5.45 per share Price used for 5,811 shares withheld for taxes

Direct holdings after transaction 1,515,033 shares Common stock directly held by Charles Young after tax withholding

Indirect holdings via Keystone 5,842,700 shares Common stock held by Keystone Cranberry, LLC and reported as indirect

Keystone ownership percentage 67% Charles Young’s membership interest in Keystone Cranberry, LLC

Key Terms

restricted stock, tax-withholding disposition, indirect ownership, beneficial ownership, +1 more

5 terms

restricted stock financial

"Represents shares withheld for tax purposes upon the vesting of restricted stock granted to the Reporting Person"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition for 5,811 shares of Common Stock"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

indirect ownership financial

"total_shares_following_transaction 5,842,700.0000, direct_or_indirect I, nature_of_ownership BY LLC"

beneficial ownership financial

"Mr. Young disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

voting and investment power financial

"is the sole managing member and has sole voting and investment power over the shares held by Keystone"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Smart Sand (SND) CEO Charles Young report in this Form 4?

Charles Young reported routine share updates, including a tax-withholding disposition related to vesting restricted stock. The filing emphasizes compensation-related movements rather than open-market buying or selling of Smart Sand common stock.

How many Smart Sand shares were withheld for Charles Young’s taxes?

The Form 4 shows 5,811 Smart Sand common shares withheld at $5.45 each to cover tax obligations on vesting restricted stock. This F-code transaction reflects tax payment mechanics, not an open-market sale decision by the CEO.

What are Charles Young’s direct Smart Sand share holdings after the transaction?

Following the tax-withholding disposition, Charles Young directly holds 1,515,033 shares of Smart Sand common stock. This post-transaction figure shows his remaining direct equity stake after satisfying tax obligations linked to vesting equity awards.

What is Keystone Cranberry, LLC’s role in Smart Sand share ownership?

Keystone Cranberry, LLC holds 5,842,700 Smart Sand shares reported as indirectly owned by Charles Young. He owns 67% of Keystone, serves as sole managing member with voting and investment power, but disclaims beneficial ownership beyond his pecuniary interest.

Was there any open-market buying or selling by Smart Sand’s CEO?

The disclosed activity is an F-code tax-withholding disposition, not an open-market trade. Shares were delivered to cover tax liability on vesting restricted stock, a common administrative step that does not reflect discretionary buying or selling in the market.

What does an F transaction code mean in this Smart Sand Form 4?

The F transaction code indicates shares delivered to pay an exercise price or tax liability. Here, 5,811 Smart Sand shares were withheld for taxes on vesting restricted stock, classifying the movement as a tax-withholding disposition rather than a market-driven sale.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 06/09/2026 - 07:34 AM EDT Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

YOUNG CHARLES EDWIN

(Last) (First) (Middle)

C/O SMART SAND, INC.

1000 FLORAL VALE BOULEVARD, SUITE 225

(Street)

YARDLEY PENNSYLVANIA 19067

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

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

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

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

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	06/05/2026		F		5,811(1)	D	$5.45	1,515,033	D
Common Stock								5,842,700	I	BY LLC(2)

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

1. Name and Address of Reporting Person^*

YOUNG CHARLES EDWIN

(Last) (First) (Middle)

C/O SMART SAND, INC.

1000 FLORAL VALE BOULEVARD, SUITE 225

(Street)

YARDLEY PENNSYLVANIA 19067

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

KEYSTONE CRANBERRY, LLC

(Last) (First) (Middle)

C/O SMART SAND, INC.

1000 FLORAL VALE BOULEVARD, SUITE 225

(Street)

YARDLEY PENNSYLVANIA 19067

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

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. Mr. Young holds 67% of the membership interests in Keystone Cranberry, LLC ("Keystone"), is the sole managing member and has sole voting and investment power over the shares held by Keystone. Mr. Young disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.

Remarks:

	/s/ Charles Edwin Young	06/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)