Smart Sand Insider Filing Shows Routine Tax Withholding, Stake at 603k

Rhea-AI Filing Summary

Smart Sand, Inc. (SND) – Form 4, 31 Jul 2025

Chief Operating Officer William John Young reported an F-code transaction on 30 Jul 2025. The code indicates shares were withheld by the company to cover payroll taxes triggered by the vesting of previously granted restricted stock, not an open-market sale. 7,551 common shares were surrendered at an indicated market value of $2.08 per share, reducing the insider’s direct holdings to 603,709 shares. No derivative securities were involved and no changes occurred in indirect ownership.

The filing is routine, reflects a non-discretionary tax event, and does not signal a change in the executive’s investment outlook or the company’s fundamentals.

Positive

• Large residual holding: COO still owns 603,709 shares, underscoring commitment and alignment with shareholders.

Negative

• Share count reduction: 7,551 shares removed from insider ownership, although for tax purposes and not discretionary.

Insights

Financial Analyst

TL;DR: Routine tax withholding; neutral signal.

The F-code indicates a mandatory share surrender to satisfy taxes on vested RSUs. Because the transaction was non-discretionary and involved only 1.2 % of Mr. Young’s post-transaction stake, it carries minimal market impact. His remaining 603.7 k shares show continued alignment with shareholders. No derivatives, sales, or purchases suggest no change in insider sentiment. I classify the event as neutral for valuation.

Corporate Governance Specialist

TL;DR: Compliance event, not an intentional trade.

Form 4 discloses an obligatory ‘withhold to cover’ action, satisfying Section 16 reporting rules. There is no strategic disposal and the remaining stake supports ongoing commitment. Governance outlook unchanged; impact to float is de minimis. I rate the disclosure as not impactful.

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^*

YOUNG WILLIAM JOHN

(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)
	Chief Operating Officer

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		7,551(1)	D	$2.08	603,709	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:

	/s/ Lee E. Beckelman as Attorney-in-Fact for William John Young	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

Why did SND's COO report a Form 4 on 31 Jul 2025?

The filing records 7,551 shares withheld to cover taxes on vested restricted stock.

Was the 7,551-share transaction an open-market sale?

No. Code F denotes shares surrendered to the issuer for tax withholding, not sold on the market.

How many Smart Sand shares does William John Young own after the transaction?

He directly owns 603,709 common shares following the withholding.

Does this Form 4 indicate insider bullishness or bearishness?

Neither; it is a routine, non-discretionary tax event and is considered neutral.

Were any option exercises or derivative trades reported?

No derivative securities were acquired or disposed of in this filing.