Form 4: Smart Sand CEO Young's Equity Award Vesting

Smart Sand CEO Charles Edwin Young received performance-based equity awards totaling 106,208 shares, with 25,862 shares withheld for taxes upon vesting.

Summary

• Charles Edwin Young, CEO, Director, and 10% Owner of Smart Sand, Inc. (SND), reported transactions related to performance-based equity awards.
• On February 27, 2026, Young acquired 48,788 shares of common stock based on the achievement of a Return on Invested Capital (ROIC) performance metric.
• On the same date, Young acquired an additional 57,420 shares of common stock due to the achievement of a free cash flow performance metric.
• Both performance periods for these awards ran from January 1, 2023, through December 31, 2025.
• 25,862 shares were disposed of (withheld) at a price of $5.19 per share to cover tax obligations upon the vesting of these performance shares.
• Following these transactions, Young directly beneficially owns 1,540,551 shares of common stock.
• Young also indirectly beneficially owns 5,842,700 shares through Keystone Cranberry, LLC, where he holds 67% membership interest and has sole voting and investment power.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, as it confirms the achievement of key performance metrics (ROIC and free cash flow) over a multi-year period, indicating strong operational and financial execution by Smart Sand's management.

Positives

• Achievement of ROIC-based performance award, indicating strong capital efficiency over the performance period.
• Achievement of free cash flow-based performance award, suggesting robust operational cash generation over the performance period.
• Vesting of significant equity awards aligns management's interests with long-term shareholder value.

Negatives

• Disposition of 25,862 shares for tax withholding, though a standard practice, represents a reduction in direct beneficial ownership.

Future Outlook

The filing does not contain any explicit forward-looking statements or guidance.

Industry Context

StockSavvy.ai notes that the vesting of performance-based equity awards, tied to metrics like ROIC and free cash flow, is a common practice in the energy and industrial minerals sectors, including frac sand companies like Smart Sand. This structure aims to incentivize executive performance directly linked to key operational and financial health indicators, aligning management's long-term interests with shareholder value creation. The achievement of these metrics suggests a positive operational performance within the competitive landscape.

Comparison to Industry Standards

• StockSavvy.ai observes that tying executive compensation to ROIC and Free Cash Flow is a robust governance practice, often seen in high-performing companies across various industries.
• For instance, major energy players like Schlumberger or Halliburton frequently incorporate similar financial performance metrics into their executive incentive plans to drive capital efficiency and cash generation.
• While specific targets are not disclosed, the successful achievement of these goals by Smart Sand's CEO suggests performance in line with or exceeding internal benchmarks, which is a positive signal for a company operating in the cyclical frac sand market.

Related Party Transactions

• Charles Edwin Young indirectly beneficially owns 5,842,700 shares through Keystone Cranberry, LLC, where he holds a 67% membership interest and has sole voting and investment power. He disclaims beneficial ownership except to the extent of his pecuniary interest.

Stakeholder Impact

• Shareholders: The achievement of performance metrics (ROIC and free cash flow) for executive compensation suggests positive operational performance, which could be beneficial for shareholder value. The vesting of equity awards aligns management's interests with shareholders.
• Management/Employees: The CEO's receipt of performance-based awards indicates successful achievement of company goals, potentially boosting morale and reinforcing a performance-driven culture.

Key Dates

Keywords

Smart Sand, SND, Charles Edwin Young, CEO, Insider Trading, Form 4, Equity Awards, Performance Shares, ROIC, Free Cash Flow, Stock Vesting, Beneficial Ownership