Smart Sand, Inc. 8-K

What Happened
Smart Sand, Inc. announced on May 15, 2026 that it adopted a written trading plan under Rule 10b5-1 to facilitate share repurchases under its previously announced repurchase program. The plan permits purchases up to a total of $2.5 million (including commissions), will not be effected before June 1, 2026, and will end upon the earlier of full use of the $2.5 million or the close of business on August 10, 2026. A broker selected by the Company is authorized to make purchases under the plan subject to Rule 10b-18 daily volume limits; however, neither the Company nor the broker is obligated to buy a specific number of shares.

Key Details

• Filing date: May 15, 2026 (8-K, Item 8.01).
• Total repurchase authorization under this plan: $2.5 million (includes commissions).
• Trading window: trades not to begin before June 1, 2026 and will cease upon full use or by close of business August 10, 2026.
• Execution limits: purchases up to the maximum daily target volume allowable under Rule 10b-18; broker authorized to execute under plan terms.
• Plan implemented in connection with the Company’s previously disclosed share repurchase program (see 2025 Form 10-K and 8-K dated Feb 26, 2026).

Why It Matters
This 10b5-1 plan lets Smart Sand buy back shares even during periods when insiders or the company might otherwise be restricted from trading, providing a structured way to return capital or support the stock. The program is limited in size ($2.5M) and duration (through Aug 10, 2026 unless fully used), so it does not guarantee material reduction in share count or immediate price impact. Investors should monitor the Company’s upcoming Forms 10-Q and 10-K for actual repurchase activity and look for updates if Smart Sand adopts additional 10b5-1 plans. The filing also includes standard forward-looking disclaimers about risks and uncertainties.