Smart Sand (NASDAQ: SND) CFO granted stock as metrics met

Rhea-AI Filing Summary

Smart Sand, Inc. reported that Chief Financial Officer Lee E. Beckelman received performance-based stock awards and had shares withheld for taxes. On February 27, 2026, he acquired 27,879 shares of common stock tied to Return on Invested Capital performance goals and 32,812 shares tied to free cash flow goals from awards originally granted on March 17, 2023. These awards were earned after the company confirmed that ROIC and free cash flow metrics were achieved for the performance period from January 1, 2023 through December 31, 2025. On the same date, 14,779 shares were disposed of at a price of $5.19 per share to cover tax obligations upon vesting of these performance shares, leaving him with 786,428 common shares held directly.

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

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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^*

Beckelman Lee E

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		A		27,879(1)	A	$0	768,395	D
Common Stock	02/27/2026		A		32,812(2)	A	$0	801,207	D
Common Stock	02/27/2026		F		14,779(3)	D	$5.19	786,428	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. Reflects the number of shares earned in respect of ROIC-based performance award shares originally granted on March 17, 2023. On February 27, 2026, the Issuer confirmed the achievement of the applicable performance metric, which was based on a relative annual Return on Invested Capital (ROIC) goal for the performance period commencing on January 1, 2023 and continuing through December 31, 2025.

2. Reflects the number of shares earned in respect of free cash flow based performance award shares originally granted on March 17, 2023. On February 27, 2026, the Issuer confirmed the achievement of the applicable performance metric, which was based on a relative annual free cash flow goal for the performance period commencing on January 1, 2023 and continuing through December 31, 2025.

3. Represents the number of shares withheld for tax purposes upon the vesting of ROIC-based and free cash flow based performance shares originally granted to the Reporting Person on March 17, 2023.

Remarks:

	/s/ Lee E. Beckelman	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Smart Sand (SND) report for its CFO?

Smart Sand reported that CFO Lee E. Beckelman received performance-based stock awards and had shares withheld for taxes. He acquired 27,879 ROIC-based shares and 32,812 free cash flow-based shares, with 14,779 shares disposed of to satisfy tax obligations linked to the vesting.

Were Smart Sand (SND) CFO’s transactions open-market buys or sells?

The transactions were equity awards and related tax withholding, not open-market trades. Shares were granted at no cost upon achievement of performance metrics, and a portion was disposed of at $5.19 per share solely to cover tax liabilities on the vested performance shares.

What performance goals triggered Smart Sand (SND) CFO’s stock awards?

The stock awards were earned after meeting Return on Invested Capital and free cash flow performance goals. These metrics were measured over a period starting January 1, 2023 and ending December 31, 2025, with the company confirming metric achievement on February 27, 2026.

How many Smart Sand (SND) shares did the CFO hold after these transactions?

After the performance-based awards and tax withholding, CFO Lee E. Beckelman held 786,428 shares of Smart Sand common stock directly. This figure reflects the net position following the grants of earned performance shares and the 14,779-share disposition for tax obligations.

What is the significance of the $5.19 price in Smart Sand (SND) Form 4?

The $5.19 per share figure is the price used for the 14,779 shares disposed of to cover tax obligations. Those shares were withheld in connection with the vesting of ROIC-based and free cash flow-based performance awards originally granted to the CFO on March 17, 2023.

When were Smart Sand (SND) CFO’s performance awards originally granted?

The ROIC-based and free cash flow-based performance share awards were originally granted on March 17, 2023. They covered a performance period from January 1, 2023 through December 31, 2025, and were earned once the company confirmed the applicable performance metrics on February 27, 2026.