Smart Sand VP Reports Routine 908-Share Withholding for Taxes

Rhea-AI Filing Summary

Smart Sand, Inc. (SND) Form 4 filing: Vice President of Accounting Christopher M. Green reported an automatic share disposition on 07/30/2025 coded “F,” indicating shares were withheld to cover taxes upon vesting of previously granted restricted stock. A total of 908 common shares were withheld at an implied price of $2.08 per share, a transaction value of roughly $1.9 k. Following the withholding, Green directly owns 65,459 shares of SND. No derivative securities were involved. The filing does not signal an open-market sale or purchase and therefore has limited impact on public float or insider sentiment.

Insights

Equity Governance Analyst

TL;DR Minor tax-related share withholding; negligible market impact.

The Code F transaction is solely to satisfy payroll tax on RSU vesting, not an elective sale. Only 908 shares (<1.4% of Green’s holdings) left the beneficial tally, leaving 65,459 shares intact. Because no open-market activity occurred and the dollar amount is immaterial, the event should not affect valuation models or signal insider sentiment change. Filing appears routine and compliant with Section 16.

Small-Cap Portfolio Manager

TL;DR Routine insider tax withholding; neutral for investment thesis.

For a stock trading near $2, a ~$2 k tax lot is de minimis relative to SND’s float and average daily volume. Green retains a meaningful stake, aligning incentives. I view the disclosure as bookkeeping rather than a liquidity event; no portfolio action warranted.

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^*

Green Christopher M.

(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)
	Vice President of Accounting

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, par value $0.001 per share	07/30/2025		F		908(1)	D	$2.08	65,459	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 Christopher Green	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

How many Smart Sand (SND) shares did Christopher Green dispose of?

The filing shows 908 shares were withheld for taxes.

What was the price per share for the withheld stock?

The shares were valued at $2.08 each.

Does this Form 4 indicate an open-market sale?

No. Code F denotes shares withheld to cover taxes, not an open-market transaction.

How many SND shares does the insider own after the transaction?

Christopher Green now directly owns 65,459 common shares.

Were any derivative securities involved?

No derivative positions were reported in Table II.