Smart Sand (SND) director has shares withheld to cover tax on vesting

Rhea-AI Filing Summary

Smart Sand, Inc. director Andrew R. Speaker reported a disposal of shares in connection with tax withholding. On February 28, 2026, 12,469 shares of common stock were withheld at $5.19 per share to cover taxes upon the vesting of restricted stock. After this tax-withholding disposition, Speaker directly owned 977,353 shares of Smart Sand common stock.

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^*

SPEAKER ANDREW R

(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		10% Owner
	Officer (give title below)	X	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		12,469(1)	D	$5.19	977,353	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 Chairman of the Board of Directors of the Issuer. The Reporting Person is also employed by the Issuer as a Senior Adviser on Special Projects.

	/s/ Lee E. Beckelman as Attorney-in-Fact for Andrew R. Speaker	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 did Smart Sand (SND) director Andrew R. Speaker report in this Form 4?

Andrew R. Speaker reported a tax-withholding disposition of Smart Sand common stock. 12,469 shares were withheld to cover taxes tied to restricted stock vesting, rather than sold in an open-market transaction.

How many Smart Sand (SND) shares were disposed of for tax withholding and at what price?

The filing shows 12,469 common shares disposed of through tax withholding at $5.19 per share. This price is used solely for tax calculation purposes related to the vesting restricted stock award.

Why were Smart Sand (SND) shares withheld from Andrew R. Speaker in this transaction?

Shares were withheld for tax purposes upon the vesting of restricted stock granted to Andrew R. Speaker. The footnote explains the vesting was based on his continued employment or service with Smart Sand on the applicable vesting date.

Did Andrew R. Speaker sell Smart Sand (SND) shares on the open market in this Form 4?

No, the Form 4 describes a tax-withholding disposition, not an open-market sale. Shares were withheld by Smart Sand to satisfy tax obligations triggered when restricted stock vested for the director.

How many Smart Sand (SND) shares does Andrew R. Speaker own after this Form 4 transaction?

After the tax-withholding disposition, Andrew R. Speaker directly owned 977,353 shares of Smart Sand common stock. This figure reflects his direct holdings following the withholding of 12,469 shares for tax purposes.

What does the F transaction code mean in the Smart Sand (SND) Form 4?

The F code indicates payment of an exercise price or tax liability by delivering securities. Here, it reflects Smart Sand withholding 12,469 shares of common stock to cover Andrew R. Speaker’s tax obligations when his restricted stock vested.