Young James Douglas 4

What Happened

• James Douglas Young, Executive Vice President, General Counsel and Secretary of Smart Sand, received two performance-based equity awards that vested on February 27, 2026 — 18,587 shares (ROIC-based) and 21,874 shares (free-cash-flow-based), totaling 40,461 shares granted at $0.00 (awarded).
• To cover tax withholding on the vesting, 11,124 shares were surrendered/disposed at an effective value of $5.19 per share, totaling $57,734. These transactions reflect award vesting and tax withholding rather than a market purchase or investment sale.

Key Details

• Transaction date: February 27, 2026; Form 4 filed March 3, 2026 (filed within the typical two-business-day reporting window).
• Awards: 18,587 ROIC-based shares and 21,874 free-cash-flow-based shares (both originally granted March 17, 2023). Both awards vested after achievement of performance goals for the 2023–2025 performance period.
• Tax withholding: 11,124 shares withheld/disposed to satisfy tax obligations (11,124 × $5.19 = $57,734).
• Shares owned after the transaction: not specified in the filing.
• Footnotes: Vesting was tied to relative annual ROIC and relative annual free cash flow goals for the performance period Jan 1, 2023–Dec 31, 2025; the withheld shares represent the tax withholding on the vested performance awards.

Context

• These were performance awards vesting after the company certified achievement of specified metrics — not an open-market purchase or voluntary sale. The disposal of 11,124 shares was a routine cashless withholding to cover taxes and does not necessarily indicate a change in insider sentiment.