Smart Sand (SND) CEO reports tax-withheld shares and large LLC stake

Rhea-AI Filing Summary

Smart Sand, Inc. CEO and 10% owner Charles Edwin Young reported a tax-withholding disposition of 17,423 shares of common stock at $5.25 per share. These shares were withheld by the company to cover taxes owed when his restricted stock vested, rather than sold on the open market.

After this transaction, Mr. Young directly holds 1,460,205 common shares. He also has indirect ownership of 5,842,700 shares held by Keystone Cranberry, LLC, where he owns 67% of the membership interests and serves as sole managing member with voting and investment power, while disclaiming beneficial ownership beyond his economic interest.

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^*

YOUNG CHARLES EDWIN

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2026

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

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

	Form filed by One Reporting Person
X	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	02/22/2026		F		17,423(1)	D	$5.25	1,460,205	D
Common Stock								5,842,700	I	BY LLC(2)

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

1. Name and Address of Reporting Person^*

YOUNG CHARLES EDWIN

(Last) (First) (Middle)

C/O SMART SAND, INC.

1000 FLORAL VALE BOULEVARD, SUITE 225

(Street)

YARDLEY PA 19067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

1. Name and Address of Reporting Person^*

KEYSTONE CRANBERRY, LLC

(Last) (First) (Middle)

C/O SMART SAND, INC.

1000 FLORAL VALE BOULEVARD, SUITE 225

(Street)

YARDLEY PA 19067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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.

2. Mr. Young holds 67% of the membership interests in Keystone Cranberry, LLC ("Keystone"), is the sole managing member and has sole voting and investment power over the shares held by Keystone. Mr. Young disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.

Remarks:

	/s/ Charles Edwin Young	02/24/2026
	** 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 Smart Sand (SND) disclose for Charles Edwin Young?

Smart Sand CEO Charles Edwin Young reported a tax-withholding disposition of 17,423 common shares. The shares were withheld by the company to satisfy tax obligations triggered by the vesting of restricted stock tied to his continued employment or service.

Was the Smart Sand (SND) CEO’s Form 4 transaction an open-market sale?

No, the 17,423-share transaction was a tax-withholding disposition, not an open-market sale. Shares were withheld upon restricted stock vesting to cover tax liabilities, as allowed under the award terms, rather than sold to third-party buyers in the market.

How many Smart Sand (SND) shares does Charles Edwin Young own directly after the transaction?

Following the tax-withholding disposition, Charles Edwin Young directly holds 1,460,205 Smart Sand common shares. This figure reflects his remaining direct ownership after 17,423 shares were withheld to cover taxes upon vesting of a restricted stock grant.

What is Keystone Cranberry, LLC’s role in Smart Sand (SND) share ownership?

Keystone Cranberry, LLC holds 5,842,700 Smart Sand common shares as indirect ownership for Charles Edwin Young. He owns 67% of Keystone’s membership interests, serves as sole managing member, and has voting and investment power, while disclaiming beneficial ownership beyond his pecuniary interest.

How is the Smart Sand (SND) CEO’s restricted stock vesting described?

The restricted stock vests based on Charles Edwin Young’s continued employment with or service to Smart Sand on each applicable vesting date. When the shares vested, a portion—17,423 shares—was withheld to satisfy associated tax liabilities, as disclosed in the insider filing footnote.

Does Charles Edwin Young fully claim beneficial ownership of Keystone Cranberry’s Smart Sand (SND) shares?

No, he disclaims beneficial ownership of shares held by Keystone Cranberry, LLC except to the extent of his pecuniary interest. Although he owns 67% of Keystone and controls voting and investment power, the disclaimer limits the extent of his reported beneficial ownership.