Performance share awards and tax withholding for Smart Sand (SND) officer

Rhea-AI Filing Summary

Smart Sand, Inc. reported that officer James Douglas Young received two performance-based stock awards on February 27, 2026. He acquired 18,587 common shares tied to a return on invested capital goal and 21,874 shares tied to a free cash flow goal, both originally granted on March 17, 2023 for the 2023–2025 performance period.

In a related move, 11,124 shares of common stock were withheld at a price of $5.19 per share to cover tax obligations upon vesting of these performance awards. After these transactions, Young directly owned 383,905 shares of Smart Sand common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Young James Douglas

Role SEE REMARKS

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	18,587	$0.00	--
Grant/Award	Common Stock	21,874	$0.00	--
Tax Withholding	Common Stock	11,124	$5.19	$58K

Holdings After Transaction: Common Stock — 373,155 shares (Direct)

Footnotes (1)

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. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

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 James Douglas

(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)
02/27/2026

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	373,155	D
Common Stock	02/27/2026		A		21,874(2)	A	$0	395,029	D
Common Stock	02/27/2026		F		11,124(3)	D	$5.19	383,905	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. 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.

Remarks:

The Reporting Person is Executive Vice President, General Counsel and Secretary of the Issuer.

	/s/ Lee E. Beckelman as Attorney-in-Fact for James D. Young	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).
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.

FAQ

What did Smart Sand (SND) disclose in this Form 4 for James Douglas Young?

Smart Sand disclosed that officer James Douglas Young received performance-based stock awards and had shares withheld for taxes. He was granted two blocks of common stock and ended with direct ownership of 383,905 shares after the transactions.

How many Smart Sand (SND) shares were granted to James Douglas Young?

James Douglas Young was granted 18,587 common shares based on a ROIC goal and 21,874 common shares based on a free cash flow goal. Both awards were originally granted on March 17, 2023 for the 2023–2025 performance period.

Why were some Smart Sand (SND) shares disposed of in this Form 4?

The Form 4 shows a disposition of 11,124 common shares to satisfy tax obligations. These shares were withheld upon vesting of ROIC-based and free cash flow based performance awards that were originally granted to James Douglas Young on March 17, 2023.

What performance metrics triggered James Douglas Young’s Smart Sand (SND) awards?

The awards were tied to relative annual Return on Invested Capital and relative annual free cash flow goals. Smart Sand confirmed on February 27, 2026 that the performance metrics for the January 1, 2023 to December 31, 2025 period had been achieved, resulting in earned shares.

What is James Douglas Young’s Smart Sand (SND) share ownership after these transactions?

After the grant and tax-withholding transactions, James Douglas Young directly owned 383,905 shares of Smart Sand common stock. This figure reflects the net result of the two performance-based share awards and the shares withheld to cover associated tax liabilities.

Were James Douglas Young’s Smart Sand (SND) shares purchased on the open market?

The shares were not open-market purchases; they were earned performance awards and tax-related withholdings. The Form 4 codes the grants as awards at no cost per share and the disposition as shares withheld to pay tax liabilities upon vesting.