[SCHEDULE 13G] Smart Sand, Inc. SEC Filing

Rhea-AI Filing Summary

Tontine Asset Associates, LLC, Tontine Capital Overseas Master Fund II, L.P. and Jeffrey L. Gendell filed a Schedule 13G reporting shared beneficial ownership of 2,212,223 shares of Smart Sand, Inc. common stock, representing 5.1% of the 43,559,223 shares outstanding as of August 5, 2025. The filing shows no sole voting or dispositive power; all voting and disposition rights over these shares are shared. The reporting persons state the holdings were not acquired to change or influence control of the issuer. The filing includes a joint filing agreement as Exhibit 99.1.

Positive

• Transparent disclosure of beneficial ownership at the 5% threshold complies with SEC rules
• Clear chain of control identified: TAA as general partner of TCOM II and Mr. Gendell as Managing Member
• Certification states holdings were not acquired to change or influence control

Negative

• Shared voting and dispositive power indicates coordinated control among reporting persons, which reduces clarity on independent decision authority

Insights

Securities Analyst

TL;DR: A 5.1% passive stake disclosed with shared voting and dispositive power; no stated intent to influence control.

The filing reports that Tontine-related entities and Jeffrey Gendell collectively beneficially own 2,212,223 shares, equal to 5.1% of Smart Sand (SND). Ownership is reported as shared voting and dispositive power, with zero sole power, indicating coordinated control among the reporting persons rather than individual unilateral control. The certification expressly disclaims an intent to affect control. For investors, this is a standard passive ownership disclosure required once a 5% threshold is crossed and signals a notable, but non-controlling, stake.

Corporate Governance Expert

TL;DR: The filing documents group ownership and centralized decision authority within the Tontine structure; governance implications are limited.

The Schedule 13G clarifies that Tontine Asset Associates acts as general partner of Tontine Capital Overseas Master Fund II and that Mr. Gendell, as Managing Member of TAA, directs TCOM II affairs. Shared voting and dispositive powers are disclosed, and Item 10 certifies no acquisition intent to change control. This establishes clear lines of authority among the reporting persons and satisfies disclosure obligations without flagging immediate governance changes or activist intent.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Smart Sand, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

83191H107

(CUSIP Number)

09/16/2025

(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)

SCHEDULE 13G

CUSIP No. 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 2,212,223.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,212,223.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,212,223.00

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)

5.1 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The percentages used in this Schedule 13G are calculated based upon the 43,559,223 shares of Common Stock, par value $0.001 per share ("Common Stock"), of Smart Sand, Inc. (the "Company") issued and outstanding as of August 5, 2025, as set forth in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 filed with the Securities and Exchange Commission on August 12, 2025.

SCHEDULE 13G

CUSIP No. 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 2,212,223.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,212,223.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,212,223.00

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)

5.1 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 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 2,212,223.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,212,223.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,212,223.00

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)

5.1 %

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 2,212,223 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. 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: 2,212,223
(b)	Percent of class: 5.1 %
(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: 2,212,223
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 2,212,223 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, 2,212,223 shares of Common Stock, or approximately 5.1% of the Common Stock issued and outstanding.
Item 5.	Ownership of 5 Percent or Less of a Class.
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.
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:	09/19/2025

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.
Date:	09/19/2025

Jeffrey L. Gendell

Signature:	/s/ Jeffrey L. Gendell
Name/Title:	Jeffrey L. Gendell
Date:	09/19/2025

Exhibit Information

Exhibit 99.1 - Joint Filing Agreement

FAQ

What stake in Smart Sand (SND) did Tontine report?

The reporting persons disclosed beneficial ownership of 2,212,223 shares, representing 5.1% of Smart Sand's common stock as of August 5, 2025.

Who are the reporting persons in the Schedule 13G for SND?

The filers are Tontine Capital Overseas Master Fund II, L.P., Tontine Asset Associates, LLC (general partner), and Jeffrey L. Gendell (Managing Member).

Do any reporting persons have sole voting or dispositive power over the shares?

No. The filing states 0 sole voting power and 0 sole dispositive power; all reported powers are shared.

Did the filing state an intent to influence control of Smart Sand?

Item 10 certification states the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.

Where is the business address of the reporting persons?

The business office for the reporting persons is listed as 1 Sound Shore Drive, Suite 304, Greenwich, CT 06830-7251.