Smart Sand insider tax-withhold trims stake to 449,608 shares

Rhea-AI Filing Summary

Smart Sand, Inc. (SND) Executive Vice President of Last Mile Solutions, Ronald P. Whelan, filed a Form 4 showing an internal share-withholding transaction on 07/30/2025. Upon vesting of previously granted restricted stock, 5,080 common shares were automatically withheld (Code F) to satisfy tax obligations at $2.08 per share, trimming Whelan’s direct ownership to 449,608 shares. No open-market purchases, sales, or derivative transactions were reported, so the filing reflects an administrative, non-cash event rather than a directional trade.

Insights

Equity Analyst

TL;DR: Minor, non-cash insider withholding; negligible impact on float or sentiment.

The 5,080-share tax withholding is just 1.1% of Whelan’s stake and an immaterial 0.01% of SND’s 42 million shares outstanding. Code F transactions are routine payroll-tax items and do not signal valuation views. The insider retains a sizable position, so alignment with shareholders remains intact. Overall, the disclosure is administratively required and should not alter an investment thesis.

Corporate Governance Specialist

TL;DR: Routine Form 4; governance posture unchanged.

The filing demonstrates compliance with Section 16 reporting obligations within one business day, reflecting sound governance processes. No 10b5-1 plan was cited, but because the action is automatic share withholding, pre-clearance is typically unnecessary. There is no sign of preferential treatment, related-party dealings, or material dilution. Impact on governance risk is neutral.

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^*

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)
07/30/2025

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	07/30/2025		F		5,080(1)	D	$2.08	449,608	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.

Remarks:

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

	/s/ Lee E. Beckelman as Attorney-in-Fact for Ronald P. Whelan	07/31/2025
	** 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's EVP report on the latest Form 4?

5,080 shares were withheld to cover taxes when restricted stock vested; no open-market trades occurred.

How many Smart Sand (SND) shares does Ronald P. Whelan now hold?

After the withholding, he directly owns 449,608 common shares.

Was the Form 4 transaction a buy or sell?

Neither; it was a Code F tax-withholding event, an administrative share reduction.

What price was used for the tax-withheld shares?

Shares were valued at $2.08 each for tax purposes.

Does this Form 4 signal insider sentiment on SND stock?

No. Code F transactions are automatic and do not indicate a bullish or bearish view.