Smart Sand (SND) executive has shares withheld to cover restricted stock taxes

Rhea-AI Filing Summary

Smart Sand, Inc. executive James Douglas Young reported a Form 4 transaction reflecting a tax-related share disposition tied to restricted stock vesting. On the transaction date, 7,837 shares of common stock were withheld at a price of $5.25 per share to cover tax obligations upon vesting, rather than sold in an open-market trade. After this tax-withholding disposition, Young’s directly held ownership stood at 354,568 common 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

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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 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)
02/22/2026

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		7,837(1)	D	$5.25	354,568	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, General Counsel and Secretary of the Issuer.

	/s/ Lee E. Beckelman as Attorney-in-Fact for James D. Young	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 insider transaction did Smart Sand (SND) report on this Form 4?

The Form 4 reports a tax-withholding disposition of 7,837 Smart Sand common shares. These shares were withheld upon restricted stock vesting to satisfy tax obligations, rather than sold in an open-market transaction.

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

No, the transaction was a tax-withholding disposition, not an open-market sale. Shares were withheld by the company when restricted stock vested, specifically to cover the reporting person’s tax liability.

How many Smart Sand (SND) shares were involved in the insider’s tax withholding?

The insider transaction involved 7,837 common shares of Smart Sand. These shares were withheld upon vesting of restricted stock units to pay taxes, as described in the transaction code and accompanying footnote.

What was the price used for the Smart Sand (SND) tax-withholding shares?

The shares withheld for tax purposes were valued at $5.25 per share. This price is used to determine the value of the 7,837 shares withheld in the tax-withholding disposition reported on the Form 4.

How many Smart Sand (SND) shares does the insider own after this Form 4 transaction?

Following the tax-withholding disposition, the reporting person directly owns 354,568 common shares of Smart Sand. This figure reflects the updated direct ownership after 7,837 shares were withheld to cover tax obligations.

What triggered the Smart Sand (SND) insider tax-withholding disposition?

The disposition was triggered by the vesting of restricted stock granted to the reporting person. Shares were withheld on the vesting date to cover tax liabilities associated with the vesting, based on continued employment or service.