Tax-withholding share disposition by Smart Sand (SND) executive Ronald Whelan

Rhea-AI Filing Summary

Smart Sand, Inc. executive Ronald P. Whelan reported a routine tax-related share disposition. On the transaction date, 8,756 shares of common stock were withheld to cover tax obligations triggered by the vesting of restricted stock tied to his continued employment or service.

These shares were not sold in the open market but used to satisfy tax liabilities upon vesting. After this withholding, Whelan's directly held common stock position stands at 448,510 shares.

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)
02/22/2026

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	02/22/2026		F		8,756(1)	D	$5.25	448,510	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 Services of the Issuer.

	/s/ Lee E. Beckelman as Attorney-in-Fact for Ronald P. Whelan	02/24/2026
	** 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) insider Ronald P. Whelan report on this Form 4?

Ronald P. Whelan reported a tax-withholding disposition of Smart Sand common stock. 8,756 shares were withheld to satisfy taxes due when his restricted stock vested, rather than being sold in an open-market transaction.

How many Smart Sand (SND) shares were disposed of in the tax withholding?

A total of 8,756 Smart Sand common shares were withheld for tax purposes. This occurred when restricted stock granted to Ronald P. Whelan vested, and the shares were applied to cover his associated tax liability.

Was the Smart Sand (SND) Form 4 transaction an open-market sale?

No, the Form 4 does not show an open-market sale. The 8,756 Smart Sand shares were withheld by the company to cover Ronald P. Whelan’s tax obligations upon vesting of restricted stock, classified under transaction code “F.”

What does transaction code "F" mean in the Smart Sand (SND) Form 4?

Transaction code “F” indicates payment of an exercise price or tax liability using securities. In this case, Smart Sand withheld 8,756 vested shares from Ronald P. Whelan to satisfy his tax obligations on restricted stock vesting.

How many Smart Sand (SND) shares does Ronald P. Whelan hold after this transaction?

Following the tax-withholding disposition, Ronald P. Whelan directly holds 448,510 shares of Smart Sand common stock. This figure reflects his remaining position after 8,756 shares were withheld to cover vesting-related tax obligations.

Why were Smart Sand (SND) shares withheld from Ronald P. Whelan on vesting?

Shares were withheld to cover taxes owed when his restricted stock vested. Instead of paying the tax in cash, 8,756 Smart Sand shares were used to satisfy the liability, a common administrative practice for equity compensation.