Smart Sand, Inc. ownership disclosure: Tontine reporting persons disclose shared beneficial ownership of common stock. Jeffrey L. Gendell reports beneficial ownership of 3,126,915 shares (7.3%), reflecting shared voting and dispositive power. Tontine Capital Overseas Master Fund II, L.P. and Tontine Asset Associates, LLC report 3,026,367 shares (7.0%) held by TCOM II. The filing cites 42,985,681 shares outstanding as of April 10, 2026 as the basis for percentages. The statement is signed by Mr. Gendell on May 15, 2026.
Positive
None.
Negative
None.
Insights
Disclosure shows a concentrated passive stake with shared control.
The filing lists 3,126,915 shares under Jeffrey L. Gendell's beneficial ownership and attributes 3,026,367 shares to TCOM II/TAA with shared voting and dispositive power. Percentages are calculated from April 10, 2026 outstanding shares.
Why it matters: ownership above 5% triggers public reporting and may affect voting dynamics at shareholder meetings. Subsequent filings may clarify intentions or changes in percent ownership.
Filing clarifies attribution and organizational relationships among reporting entities.
The statement explains that TAA is general partner of TCOM II and that Mr. Gendell manages TAA and TM, tying control over the disclosed shares to those entities. The filing identifies the business address for the reporting persons.
Operational note: this is a disclosure of holdings; it does not state any planned transactions or changes to holdings.
Key Figures
Jeffrey L. Gendell beneficial ownership:3,126,915 sharesTCOM II / TAA ownership:3,026,367 sharesPercent of class (Gendell):7.3%+2 more
5 metrics
Jeffrey L. Gendell beneficial ownership3,126,915 sharesreported beneficial ownership in Schedule 13G/A
TCOM II / TAA ownership3,026,367 sharesshares directly owned by TCOM II as reported
Percent of class (Gendell)7.3%based on 42,985,681 shares outstanding as of April 10, 2026
Percent of class (TCOM II)7.0%based on 42,985,681 shares outstanding as of April 10, 2026
Shares outstanding used for calc.42,985,681 sharesas of <date>April 10, 2026</date> (proxy statement basis)
Key Terms
beneficially owned, shared dispositive power, Schedule 13G/A, percent of class
4 terms
beneficially ownedregulatory
"Amount beneficially owned: 3,126,915"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Shared Dispositive Power 3,026,367.00"
Schedule 13G/Aregulatory
"(Amendment No. 2 ) Smart Sand, Inc. Common Stock"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
percent of classregulatory
"7.3 % calculated based upon the 42,985,681 shares"
Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Smart Sand, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
83191H107
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
83191H107
1
Names of Reporting Persons
Tontine Asset Associates, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,026,367.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,026,367.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,026,367.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentages used in this Schedule 13G/A are calculated based upon the 42,985,681 shares of Common Stock, par value $0.001 per share ("Common Stock"), of Smart Sand, Inc. (the "Company") issued and outstanding as of April 10, 2026, as set forth in the Company's Proxy Statement for the 2026 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 22, 2026.
SCHEDULE 13G
CUSIP Number(s):
83191H107
1
Names of Reporting Persons
Tontine Capital Overseas Master Fund II, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,026,367.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,026,367.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,026,367.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
83191H107
1
Names of Reporting Persons
Jeffrey L. Gendell
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,126,915.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,126,915.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,126,915.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Smart Sand, Inc.
(b)
Address of issuer's principal executive offices:
The Company's principal executive offices are located at 1000 Floral Vale Boulevard, Suite 225, Yardley, Pennsylvania 19067.
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Tontine Capital Overseas Master Fund II, L.P. ("TCOM II"), a limited partnership organized under the laws of the State of Delaware, with respect to 3,026,367 shares of Common Stock directly owned by TCOM II;
(ii) Tontine Asset Associates, LLC, a limited liability company organized under the laws of the State of Delaware ("TAA"), which serves as general partner of TCOM II, with respect to the shares of Common Stock directly owned by TCOM II; and
(iii) Jeffrey L. Gendell, a United States citizen ("Mr. Gendell"), who serves as the Managing Member of TAA, with respect to the shares of Common Stock directly owned by TCOM II, and with respect to 100,548 shares of Common Stock directly owned by Tontine Financial Partners, L.P., a limited partnership organized under the laws of the State of Delaware ("TFP"). Mr. Gendell serves as the Managing Member of Tontine Management, L.L.C., a limited liability company organized under the laws of the State of Delaware ("TM"), which serves as general partner of TFP.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 1 Sound Shore Drive, Suite 304, Greenwich, CT 06830-7251.
(c)
Citizenship:
See Item 2(a) above.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
83191H107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
3,126,915
(b)
Percent of class:
7.3 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
3,126,915
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
3,126,915
The amounts and percentage set forth above in this Item 4 reflect the beneficial ownership of Mr. Gendell. TAA and TCOM II each beneficially own, and have shared voting and dispositive power over, 3,026,367 shares of Common Stock, or approximately 7.0% of the Common Stock issued and outstanding.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
TAA, the general partner of TCOM II, has the power to direct the affairs of TCOM II, including directing the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock directly owned by TCOM II. Mr. Gendell is the Managing Member of TAA and in that capacity directs its operations.TM, the general partner of TFP, has the power to direct the affairs of TFP, including directing the receipts from, or the proceeds from the sale of, the shares of Common Stock directly owned by TFP. Mr. Gendell is the Managing Member of TM and in that capacity directs its operations.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Tontine Asset Associates, LLC
Signature:
/s/ Jeffrey L. Gendell
Name/Title:
Managing Member
Date:
05/15/2026
Tontine Capital Overseas Master Fund II, L.P.
Signature:
/s/ Jeffrey L. Gendell
Name/Title:
Managing Member of Tontine Asset Associates, LLC, the general partner of Tontine Capital Overseas Master Fund II, L.P.
Answer: The filing shows Tontine-related entities own 3,026,367 shares, representing 7.0% of common stock. The percentage is calculated from 42,985,681 shares outstanding as of April 10, 2026, per the company proxy statement.
How many shares does Jeffrey L. Gendell report beneficially owning in SND?
Answer: Jeffrey L. Gendell reports beneficial ownership of 3,126,915 shares, equal to 7.3% of outstanding common stock, reflecting shared voting and dispositive power over those shares as stated in the filing.
Do the reporting persons claim sole voting or dispositive power?
Answer: The filing states the reporting persons have no sole voting or dispositive power; both voting and dispositive powers over the reported shares are listed as shared in the disclosure table.
What date anchors the outstanding share count used for percentage calculations?
Answer: Percentages are based on 42,985,681 shares outstanding as of April 10, 2026, as cited from the company's proxy statement filed with the SEC on April 22, 2026.
When was this Schedule 13G/A signed by the reporting persons?
Answer: The amendment is signed by Jeffrey L. Gendell with signature dates of May 15, 2026, shown in the filing for the reporting persons and related entities.
