KISZKA ROBERT 4

What Happened

• Robert Kiszka, Executive Vice President of Operations at Smart Sand (SND), was awarded performance-based shares on Feb 27, 2026 and had shares withheld to cover taxes. He was granted 18,587 ROIC-based shares and 21,874 free-cash-flow-based shares (total 40,461 shares) at $0.00 per share as vested performance awards. Concurrently, 11,515 shares were withheld (disposed) to satisfy tax liabilities at $5.19 per share, resulting in approximately $59,763 withheld.

Key Details

• Transaction date: February 27, 2026 (Form filed March 3, 2026).
• Awards: 18,587 shares (ROIC-based) and 21,874 shares (free cash flow–based) — both originally granted March 17, 2023 and vested after meeting performance goals for the 2023–2025 period (footnotes F1, F2).
• Tax withholding: 11,515 shares withheld to cover tax liability at $5.19/share, totaling ~$59,763 (footnote F3). Transaction code F indicates tax withholding on vested awards.
• Ownership note: Some securities are held by an LLC of which Kiszka is the sole member; he disclaims beneficial ownership except to the extent of his pecuniary interest (footnote F4).
• Shares owned after the transaction are not specified in this Form 4.

Context

• These were performance award vestings (not an open-market purchase or a sell decision). Withholding shares to pay taxes is routine and does not necessarily signal a view on the company’s outlook. The awards were earned based on company performance metrics (relative annual ROIC and relative annual free cash flow) for the 2023–2025 performance period.