Smart Sand (SND) EVP awarded performance shares and withholds stock for taxes

Rhea-AI Filing Summary

Smart Sand, Inc. Executive VP of Operations Robert Kiszka reported equity compensation changes tied to previously granted performance awards. On February 27, 2026, he acquired 18,587 common shares earned from ROIC-based performance awards and 21,874 shares earned from free cash flow-based performance awards, both at no cost, after the company confirmed the applicable performance goals for the 2023–2025 period. To cover taxes on the vesting of these awards, 11,515 shares were disposed of at $5.19 per share through tax withholding rather than an open-market sale. Following these transactions, he directly held 550,976 common shares and indirectly held 448,738 shares through a limited liability company where he is the sole member with sole voting and investment control, while disclaiming beneficial ownership beyond his economic interest.

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^*

KISZKA ROBERT

(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)
	Executive VP of Operations

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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

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	02/27/2026		A		18,587(1)	A	$0	540,617	D
Common Stock	02/27/2026		A		21,874(2)	A	$0	562,491	D
Common Stock	02/27/2026		F		11,515(3)	D	$5.19	550,976	D
Common Stock								448,738	I	BY LLC(4)

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. Reflects the number of shares earned in respect of ROIC-based performance award shares originally granted on March 17, 2023. On February 27, 2026, the Issuer confirmed the achievement of the applicable performance metric, which was based on a relative annual Return on Invested Capital (ROIC) goal for the performance period commencing on January 1, 2023 and continuing through December 31, 2025.

2. Reflects the number of shares earned in respect of free cash flow based performance award shares originally granted on March 17, 2023. On February 27, 2026, the Issuer confirmed the achievement of the applicable performance metric, which was based on a relative annual free cash flow goal for the performance period commencing on January 1, 2023 and continuing through December 31, 2025.

3. Represents the number of shares withheld for tax purposes upon the vesting of ROIC-based and free cash flow based performance shares originally granted to the Reporting Person on March 17, 2023.

4. Held by a limited liability company ("LLC") of which the Reporting Person serves as the sole member with sole voting and investment control over the securities held thereby. The Reporting Person disclaims beneficial ownership of the securities held by the LLC except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Lee E. Beckelman, as Attorney-in-Fact for Robert Kiszka	03/03/2026
	** 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).
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FAQ

What insider transactions did Smart Sand (SND) report for Robert Kiszka?

Smart Sand reported that Executive VP of Operations Robert Kiszka received performance-based stock awards and had shares withheld for taxes. He acquired 18,587 ROIC-based shares and 21,874 free cash flow-based shares, with 11,515 shares withheld at $5.19 to satisfy tax obligations.

Were the Smart Sand (SND) Form 4 transactions open-market buys or sells?

The Form 4 shows no open-market buys or sells. Shares were acquired as performance-based equity awards at no cost and some were disposed of solely via tax withholding, where 11,515 shares were withheld at $5.19 per share when the awards vested.

What performance goals triggered Robert Kiszka’s share awards at Smart Sand (SND)?

The awards were tied to performance over 2023–2025. One grant depended on relative annual Return on Invested Capital (ROIC), and another on relative annual free cash flow. On February 27, 2026, Smart Sand confirmed these metrics were achieved, resulting in shares being earned.

How many Smart Sand (SND) shares does Robert Kiszka hold after these transactions?

After the reported transactions, Robert Kiszka directly held 550,976 Smart Sand common shares. He also indirectly held 448,738 shares through a limited liability company, where he has sole voting and investment control but disclaims beneficial ownership beyond his pecuniary interest.

What does the tax withholding transaction on Smart Sand (SND) Form 4 represent?

The tax withholding transaction reflects shares withheld to cover taxes on vesting awards. Specifically, 11,515 shares of Smart Sand common stock were disposed of at $5.19 per share, not through a market sale but as payment of tax obligations linked to the vested performance shares.

How are the LLC-held Smart Sand (SND) shares related to Robert Kiszka?

The LLC-held shares are reported as indirect ownership. A limited liability company holds 448,738 Smart Sand shares; Kiszka is the sole member with sole voting and investment control but disclaims beneficial ownership except to the extent of his pecuniary, or economic, interest in those shares.