Insider Ronald P. Whelan uses 6,250 Smart Sand (SND) shares for taxes

Rhea-AI Filing Summary

Smart Sand, Inc. reported an insider tax-related share disposition by officer Ronald P. Whelan. On the vesting of restricted stock tied to his continued service, 6,250 shares of common stock were withheld at $5.19 per share to cover tax obligations, a non-open-market transaction. After this withholding, Whelan directly owned 442,260 shares of Smart Sand common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider WHELAN RONALD P

Role SEE REMARKS

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	6,250	$5.19	$32K

Holdings After Transaction: Common Stock — 442,260 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

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)
02/28/2026

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	02/28/2026		F		6,250(1)	D	$5.19	442,260	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:

The Reporting Person is Executive Vice President of Last Mile Services 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.
* 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 Ronald P. Whelan report at Smart Sand (SND)?

Ronald P. Whelan reported a tax-related share disposition involving 6,250 shares of Smart Sand common stock. The shares were withheld upon vesting of restricted stock units, satisfying tax obligations rather than reflecting an open-market sale or discretionary selling activity.

How many Smart Sand (SND) shares were involved in Ronald P. Whelan’s Form 4?

The Form 4 shows 6,250 Smart Sand common shares were used to cover taxes. These shares were withheld upon vesting of restricted stock granted to Whelan, rather than sold on the open market, as part of routine equity compensation tax handling.

At what price were Ronald P. Whelan’s Smart Sand (SND) shares valued for tax withholding?

The 6,250 Smart Sand shares withheld for taxes were valued at $5.19 per share. This valuation applies to the tax-withholding disposition associated with the vesting of restricted stock granted as compensation, not to an open-market purchase or sale transaction.

Did Ronald P. Whelan’s Smart Sand (SND) transaction represent an open-market sale?

No, the transaction did not represent an open-market sale. The 6,250 shares were withheld for tax purposes when restricted stock vested, which is described as payment of tax liability by delivering securities rather than a discretionary sale into the market.

How many Smart Sand (SND) shares does Ronald P. Whelan hold after this Form 4 transaction?

Following the tax-withholding disposition, Ronald P. Whelan directly holds 442,260 shares of Smart Sand common stock. This post-transaction balance reflects his remaining direct ownership after 6,250 restricted shares were withheld to cover tax obligations tied to their vesting.

Why were Smart Sand (SND) shares withheld from Ronald P. Whelan’s restricted stock vesting?

Shares were withheld to satisfy tax obligations triggered by vesting of restricted stock. The footnote explains the restricted shares vest based on Whelan’s continued employment or service, and a portion was retained by the company to cover associated tax liabilities.