Smart Sand (NASDAQ: SND) CEO granted performance shares, withholds stock for taxes

Rhea-AI Filing Summary

Smart Sand, Inc. CEO and director Charles Edwin Young reported equity award vesting and related tax withholding in common stock. On February 27, 2026, he acquired 48,788 ROIC-based and 57,420 free cash flow–based performance shares at $0.00 per share, reflecting awards originally granted on March 17, 2023 for a performance period from January 1, 2023 through December 31, 2025. He disposed of 25,862 shares at $5.19 per share to cover tax obligations on the vesting. After these transactions, he directly owned 1,540,551 shares and indirectly held 5,842,700 shares through Keystone Cranberry, LLC, where he owns 67% of membership interests and has sole voting and investment power.

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

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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^*

YOUNG CHARLES EDWIN

(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)

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

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)

	Form filed by One Reporting Person
X	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		48,788(1)	A	$0	1,508,993	D
Common Stock	02/27/2026		A		57,420(2)	A	$0	1,566,413	D
Common Stock	02/27/2026		F		25,862(3)	D	$5.19	1,540,551	D
Common Stock								5,842,700	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

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 PA 19067

(City) (State) (Zip)

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 PA 19067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

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. 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	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.
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FAQ

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

The filing shows Charles Young received vested performance-based stock awards and had shares withheld for taxes. He acquired ROIC and free cash flow performance shares granted in 2023, with part of the vested stock surrendered to satisfy tax obligations.

How many Smart Sand shares did Charles Young acquire in the latest equity awards?

Charles Young acquired 48,788 ROIC-based performance shares and 57,420 free cash flow–based performance shares. These awards were originally granted on March 17, 2023 and vested after performance over the January 1, 2023 to December 31, 2025 measurement period.

Why were some Smart Sand shares disposed of in Charles Young’s Form 4?

The Form 4 shows 25,862 shares were disposed of at $5.19 per share to cover tax liabilities. These shares were withheld when ROIC-based and free cash flow performance awards vested, rather than being sold in an open-market transaction.

What is Charles Young’s Smart Sand share ownership after these transactions?

After the reported transactions, Charles Young directly owned 1,540,551 Smart Sand common shares. He also indirectly held 5,842,700 shares through Keystone Cranberry, LLC, where he owns 67% of the membership interests and exercises sole voting and investment power.

What performance metrics determined the Smart Sand stock awards to Charles Young?

The vested awards were tied to relative annual Return on Invested Capital (ROIC) and relative annual free cash flow. Smart Sand confirmed achievement of these metrics for the performance period from January 1, 2023 through December 31, 2025, triggering the share awards.

How is Keystone Cranberry, LLC related to Charles Young’s Smart Sand holdings?

Keystone Cranberry, LLC holds Smart Sand shares that are reported as indirectly owned by Charles Young. He owns 67% of Keystone’s membership interests, is the sole managing member, and has sole voting and investment power over the shares held by Keystone.