WHELAN RONALD P 4

What Happened
Ronald P. Whelan, Executive Vice President of Last Mile Solutions at Smart Sand (SND), received 40,461 performance-based shares that vested on Feb 27, 2026 (two separate awards of 18,587 and 21,874 shares granted at $0.00). Concurrently, 11,610 shares were disposed (withheld) to satisfy tax withholding at $5.19 per share, representing proceeds of approximately $60,256. This was a vesting/award event (not an open-market purchase or sale); the withholding is a routine tax payment.

Key Details

• Transaction date: February 27, 2026. Form filed March 3, 2026 (appears timely).
• Awards vested: 18,587 shares (ROIC-based) and 21,874 shares (free-cash-flow–based) — total 40,461 shares acquired at $0.00.
• Tax withholding: 11,610 shares disposed at $5.19 per share for ~$60,256 (code F = tax withholding).
• Net shares added to Whelan (after withholding): 28,851 shares (40,461 vested − 11,610 withheld).
• Shares owned after transaction: not disclosed in the filing.
• Footnotes: Awards were performance shares originally granted March 17, 2023 and vested after Smart Sand confirmed achievement of ROIC and free cash flow goals for the 2023–2025 performance period.

Context: These transactions reflect standard vesting of performance-based equity and routine tax withholding rather than a market sale or deliberate buy. For retail investors, vesting confirms management met the company’s performance metrics but should not be read as a directional buy/sell signal on its own.