Performance-based share awards and tax withholding reported by Smart Sand (SND) executive

Rhea-AI Filing Summary

Smart Sand, Inc. executive Ronald P. Whelan reported equity compensation activity tied to performance awards. On February 27, 2026, he acquired 18,587 common shares earned from ROIC-based awards and 21,874 shares earned from free cash flow-based awards granted in March 2023. In connection with these vestings, 11,610 shares were disposed of to cover tax withholding at $5.19 per share, leaving him with 477,361 directly owned 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^*

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)
02/27/2026

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	467,097	D
Common Stock	02/27/2026		A		21,874(2)	A	$0	488,971	D
Common Stock	02/27/2026		F		11,610(3)	D	$5.19	477,361	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 of Last Mile Solutions of the Issuer.

	/s/ Lee E. Beckelman as Attorney-in-Fact for Ronald P. Whelan	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did WHELAN RONALD P report for Smart Sand (SND)?

Ronald P. Whelan reported equity compensation activity, acquiring performance-based common stock and disposing of shares for tax withholding. He received 18,587 ROIC-based shares and 21,874 free cash flow-based shares, while 11,610 shares were withheld at $5.19 each to satisfy tax obligations.

Were the Smart Sand (SND) insider transactions open-market buys or sells?

The transactions were not open-market buys or sells. Whelan acquired shares through performance-based equity awards and disposed of shares solely for tax withholding purposes, as indicated by transaction codes A for awards and F for tax payment by delivering securities.

How many Smart Sand (SND) shares does Ronald P. Whelan own after these Form 4 transactions?

After the reported transactions, Ronald P. Whelan directly owns 477,361 shares of Smart Sand common stock. This figure reflects the net result of performance-based share awards and tax withholding dispositions recorded on February 27, 2026.

What performance metrics triggered Ronald P. Whelan’s Smart Sand (SND) share awards?

The earned shares were tied to performance metrics based on relative annual Return on Invested Capital and relative annual free cash flow. These metrics applied to a performance period from January 1, 2023 through December 31, 2025, with achievement confirmed on February 27, 2026.

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

The F code indicates a tax-withholding disposition. In this filing, 11,610 shares of Smart Sand common stock were withheld and delivered to cover tax liabilities associated with the vesting of performance-based awards originally granted on March 17, 2023.

When were the performance share awards for Smart Sand (SND) originally granted to Whelan?

The ROIC-based and free cash flow-based performance share awards were originally granted on March 17, 2023. The issuer later confirmed that the applicable performance metrics for the January 1, 2023 to December 31, 2025 period had been achieved on February 27, 2026.