Smart Sand (SND) withholds 2,500 insider shares to cover RSU taxes

Rhea-AI Filing Summary

Smart Sand, Inc. reported that officer James Douglas Young had 2,500 shares of common stock withheld on June 5, 2026 to cover taxes owed when previously granted restricted stock vested. The shares were valued at $5.45 per share, and he now directly holds 372,928 shares. This was a compensation-related tax-withholding event, not an open-market sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Young James Douglas

Role SEE REMARKS

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,500	$5.45	$14K

Holdings After Transaction: Common Stock — 372,928 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares withheld for taxes: 2,500 shares Per-share value for withholding: $5.45 per share Direct holdings after transaction: 372,928 shares

3 metrics

Shares withheld for taxes 2,500 shares Tax-withholding disposition on June 5, 2026

Per-share value for withholding $5.45 per share Value used for the 2,500 withheld shares

Direct holdings after transaction 372,928 shares Common stock held after tax-withholding event

Key Terms

restricted stock, withheld for tax purposes, vesting, tax-withholding disposition

4 terms

restricted stock financial

"upon the vesting of restricted stock granted to the Reporting Person"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

withheld for tax purposes financial

"Represents shares withheld for tax purposes upon the vesting"

vesting financial

"based on the Reporting Person's continued employment ... on the applicable vesting date"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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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^*

Young James Douglas

(Last) (First) (Middle)

C/O SMART SAND, INC.

1000 FLORAL VALE BOULEVARD, SUITE 225

(Street)

YARDLEY PENNSYLVANIA 19067

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/05/2026		F		2,500(1)	D	$5.45	372,928	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, General Counsel and Secretary of the Issuer.

	/s/ Lee E. Beckelman as Attorney-in-Fact for James D. Young	06/09/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Smart Sand (SND) disclose in this Form 4?

Smart Sand disclosed that officer James Douglas Young had 2,500 common shares withheld to cover taxes on vested restricted stock. This was a tax-withholding disposition, not an open-market buy or sell, and occurred at $5.45 per share.

Was the Smart Sand (SND) Form 4 a sale of shares on the open market?

No, the Form 4 shows 2,500 shares withheld for tax obligations when restricted stock vested. The transaction is coded F, meaning shares were delivered to satisfy tax liability, not sold through an open-market trade.

How many Smart Sand (SND) shares does James Douglas Young hold after this transaction?

After the tax-withholding transaction, James Douglas Young directly holds 372,928 shares of Smart Sand common stock. The 2,500 withheld shares reduced his position slightly as part of routine tax settlement on vested restricted stock.

What price per share was used for the Smart Sand (SND) tax-withholding transaction?

The 2,500 withheld shares were valued at $5.45 per share. This per-share value is used to calculate the tax liability satisfied by delivering shares instead of paying cash when the restricted stock vested.

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

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, 2,500 Smart Sand shares were withheld for taxes when restricted stock vested, making it a compensation-driven adjustment rather than a discretionary trade.