Smart Sand (SND) EVP reports tax-withholding share disposition, LLC holdings

Rhea-AI Filing Summary

Smart Sand, Inc. Executive VP of Operations Robert Kiszka reported a tax-related share disposition. On February 22, 2026, he had 8,618 shares of common stock withheld at $5.25 per share to cover taxes upon vesting of restricted stock.

After this tax-withholding disposition, Kiszka directly owned 522,030 shares of Smart Sand common stock. He also has indirect ownership of 448,738 shares held by a limited liability company for which he is the sole member with sole voting and investment control, 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

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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^*

KISZKA ROBERT

(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)
	Executive VP of Operations

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		8,618(1)	D	$5.25	522,030	D
Common Stock								448,738	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

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. Held by a limited liability company ("LLC") of which the Reporting Person serves as the sole member with sole voting and investment control over the securities held thereby. The Reporting Person disclaims beneficial ownership of the securities held by the LLC except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Lee E. Beckelman, as Attorney-in-Fact for Robert Kiszka	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 for Robert Kiszka?

Smart Sand reported that Executive VP of Operations Robert Kiszka had 8,618 shares of common stock withheld to cover taxes upon vesting of restricted stock, rather than executing an open-market trade. This is a routine tax-withholding disposition associated with equity compensation vesting.

Was the Smart Sand (SND) Form 4 a market sale by Robert Kiszka?

The Form 4 does not show an open-market sale. It reports a Form F transaction where 8,618 shares were withheld at $5.25 per share to satisfy tax obligations tied to vesting restricted stock, a common administrative step for equity awards.

How many Smart Sand (SND) shares does Robert Kiszka own after the reported transaction?

Following the tax-withholding transaction, Robert Kiszka directly owned 522,030 shares of Smart Sand common stock. In addition, 448,738 shares are held indirectly through a limited liability company he controls, subject to his disclaimer of beneficial ownership beyond pecuniary interest.

What does the indirect ownership via LLC mean in the Smart Sand (SND) Form 4?

The Form 4 notes that 448,738 shares are held by an LLC where Robert Kiszka is sole member with sole voting and investment control. He disclaims beneficial ownership of those shares except to the extent of his pecuniary interest in the LLC’s holdings.

Why were Smart Sand (SND) shares withheld from Robert Kiszka on February 22, 2026?

Shares were withheld for tax purposes when restricted stock granted to Robert Kiszka vested based on his continued employment or service. Instead of paying taxes in cash, a portion of his vested shares was used to satisfy the related tax liability.