Smart Sand (NASDAQ: SND) CEO withholds vested shares to cover tax liability

Rhea-AI Filing Summary

Smart Sand, Inc. CEO Charles Edwin Young reported a routine tax-withholding share disposition tied to restricted stock vesting. On the vesting date, 5,811 shares of common stock were withheld at $4.08 per share to satisfy tax obligations, a non-market transaction that does not reflect an open-market sale. After this event, Young directly holds 1,520,844 shares. He also has indirect ownership of 5,842,700 shares held by Keystone Cranberry, LLC, where he is the sole managing member with voting and investment power, while disclaiming beneficial ownership beyond his pecuniary interest.

Insights

Equity compensation and insider transactions analyst

Filing shows routine tax withholding on vested stock, not a sale.

The filing indicates that Charles Edwin Young, CEO of Smart Sand, Inc., had 5,811 common shares withheld at $4.08 per share to cover taxes on vested restricted stock. Code F and the footnote confirm this was payment of tax liability, not an open-market trade.

Following the withholding, Young still directly owns 1,520,844 shares and indirectly 5,842,700 shares through Keystone Cranberry, LLC, where he holds 67% of membership interests and full voting and investment power. This positions the event as routine equity compensation housekeeping rather than a signal of changing sentiment.

The absence of derivative positions in the disclosure and the small size of the tax withholding relative to Young’s overall holdings frame this as a normal outcome of long-term incentive awards vesting, with no evident impact on the company’s broader fundamentals.

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
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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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

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

	Form filed by One Reporting Person
X	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	03/17/2026		F		5,811(1)	D	$4.08	1,520,844	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 PENNSYLVANIA 19067

(City) (State) (Zip)

UNITED STATES

(Country)

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 PENNSYLVANIA 19067

(City) (State) (Zip)

UNITED STATES

(Country)

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	03/19/2026
	** 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 for CEO Charles Edwin Young?

Smart Sand disclosed that CEO Charles Edwin Young had 5,811 common shares withheld at $4.08 per share to cover taxes on vested restricted stock. This code F transaction is a tax-withholding disposition, not an open-market purchase or sale of shares.

Does the Smart Sand (SND) Form 4 show the CEO selling shares in the market?

The Form 4 does not show an open-market sale. Instead, 5,811 shares were withheld to pay tax liabilities upon restricted stock vesting. Such tax-withholding dispositions are administrative events tied to compensation and do not represent discretionary buying or selling decisions by the insider.

How many Smart Sand (SND) shares does CEO Charles Edwin Young hold after this filing?

After the tax-withholding transaction, Charles Edwin Young directly owns 1,520,844 Smart Sand common shares. He also indirectly owns 5,842,700 shares through Keystone Cranberry, LLC, where he is the sole managing member with voting and investment power, subject to his pecuniary interest disclaimer.

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

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

Is the Smart Sand (SND) insider transaction related to options or restricted stock?

The transaction is tied to restricted stock vesting, not option exercises. A footnote explains the 5,811 shares were withheld for tax purposes when restricted stock granted to the reporting person vested based on continued employment or service with Smart Sand on the vesting date.

Does this Smart Sand (SND) Form 4 suggest a change in insider sentiment?

The filing suggests routine compensation-related activity rather than a sentiment shift. Shares were withheld solely to satisfy tax obligations on vested restricted stock, while the CEO continues to hold large direct and indirect positions, indicating ongoing substantial exposure to Smart Sand’s equity.