Smart Sand (SND) CEO logs tax-withholding share disposition and large holdings

Rhea-AI Filing Summary

Smart Sand, Inc. CEO and director Charles Edwin Young had 13,896 shares of common stock withheld on February 28, 2026 to cover taxes triggered by the vesting of restricted stock granted to him. The shares were valued at $5.19 per share. After this tax-withholding disposition, he directly owned 1,526,655 shares of Smart Sand common stock. He also had indirect ownership of 5,842,700 shares held by Keystone Cranberry, LLC, where he holds 67% of the membership interests and serves as sole managing member with voting and investment power, while disclaiming beneficial ownership beyond his pecuniary interest.

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 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)
02/28/2026

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	02/28/2026		F		13,896(1)	D	$5.19	1,526,655	D
Common Stock								5,842,700	I	BY LLC(2)

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. 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.

2. 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.
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) CEO Charles Young report?

Smart Sand CEO Charles Young reported a tax-withholding disposition of 13,896 common shares. The shares were withheld on restricted stock vesting to satisfy tax obligations at a price of $5.19 per share, rather than sold in an open-market transaction.

How many Smart Sand (SND) shares were withheld for Charles Young’s taxes?

A total of 13,896 Smart Sand common shares were withheld to cover Charles Young’s tax liability. This withholding occurred when his restricted stock vested, using a reference price of $5.19 per share as part of the tax payment mechanism.

How many Smart Sand (SND) shares does Charles Young own directly after the transaction?

After the tax-withholding disposition, Charles Young directly owned 1,526,655 Smart Sand common shares. This figure reflects his remaining direct holdings following the 13,896 shares withheld to satisfy taxes upon vesting of his restricted stock award.

What is Keystone Cranberry, LLC’s role in Smart Sand (SND) share ownership?

Keystone Cranberry, LLC holds 5,842,700 Smart Sand common shares as an indirect ownership vehicle. Charles Young owns 67% of Keystone’s membership interests and, as sole managing member, has voting and investment power, while disclaiming beneficial ownership beyond his pecuniary interest.

Was the Smart Sand (SND) insider transaction an open-market sale or a tax withholding?

The reported insider transaction was a tax-withholding disposition, not an open-market sale. Shares were withheld automatically when restricted stock vested to cover Charles Young’s tax liability, consistent with a payment-of-tax arrangement described for the award.

Does Charles Young fully claim beneficial ownership of shares held by Keystone Cranberry, LLC?

Charles Young does not fully claim beneficial ownership of Keystone-held shares. While he controls voting and investment decisions and owns 67% of Keystone’s membership interests, he expressly disclaims beneficial ownership except for his pecuniary interest in those Smart Sand shares.