YOUNG CHARLES EDWIN 4

What Happened Charles Edwin Young, a 10% owner of Smart Sand, Inc. (SND), was awarded two performance-based stock grants that vested on February 27, 2026: 48,788 shares (ROIC-based) and 57,420 shares (free cash flow-based), a total of 106,208 shares acquired at $0.00. To cover tax withholding on the vesting, 25,862 shares were surrendered/disposed at an effective withholding value of $5.19 per share, resulting in $134,224 withheld.

Key Details

• Transaction date: February 27, 2026; Form 4 filed March 3, 2026 (file appears late relative to the standard 2-business-day filing rule).
• Awards: 48,788 shares (ROIC-based) and 57,420 shares (free-cash-flow based); both awards were originally granted March 17, 2023 and vested after the applicable performance period (Jan 1, 2023–Dec 31, 2025).
• Tax withholding: 25,862 shares withheld at $5.19/share for $134,224 (coded F = tax withholding).
• Acquisition code: A = award/grant; Disposal code: F = shares withheld for taxes.
• Shares owned after the transaction: not specified in the information provided.
• Footnote on ownership: Mr. Young holds a controlling interest (67%) in Keystone Cranberry, LLC, and disclaims beneficial ownership of shares held by that entity except to the extent of any pecuniary interest.

Context These were performance-vesting awards, not open-market purchases or sales of shares by Mr. Young for investment reasons. The shares were earned based on relative ROIC and free cash flow goals for the 2023–2025 performance period; the tax withholding is a routine, administrative disposition when equity vests. As a 10% owner (and controlling member of an affiliated LLC), his holdings include interests held through Keystone Cranberry, LLC, per the filing.