Filing Analysis
Smart Sand, Inc. filed an amendment to its previous 8-K to disclose the specific compensation details for James Young, who is set to succeed Lee Beckelman as Chief Financial Officer effective January 1, 2027.
🚩 Red Flags
- None identified in this amendment.
📋 Key Facts
- James Young will succeed Lee Beckelman as CFO effective January 1, 2027.
- Compensation for Mr. Young includes an annual base salary of $400,000.
- Mr. Young has an annual long-term incentive plan award opportunity of $600,000.
- Annual bonus target is set at 50% of the base salary ($200,000).
- The filing is an amendment (8-K/A) to an original filing dated August 11, 2026.
Smart Sand, Inc. announced a leadership transition in the finance department, including the departure of CFO Lee Beckelman and the appointment of James Young as his successor. The transition includes an advisory role for the outgoing CFO through 2030.
🚩 Red Flags
- Related-party transaction/conflict of interest: The incoming CFO (James Young) is the brother of the CEO (Charles E. Young) and COO (William John Young).
- Extended transition period: The outgoing CFO remains as an advisor for nearly 4 years, which may indicate a complex exit or potential lack of immediate succession readiness.
📋 Key Facts
- CFO Lee Beckelman will cease serving as CFO effective January 1, 2027.
- James Young (currently EVP, General Counsel and Secretary) appointed as new CFO effective January 1, 2027.
- Lee Beckelman to serve as an advisor to the CFO through May 31, 2030 under a new Employment Agreement.
- Beckelman's advisory compensation: $200,000 annual salary in 2027; $150,000 annually thereafter.
- The company also issued an earnings press release for Q2 ended June 30, 2026.
Smart Sand, Inc. has declared a special dividend of $0.10 per share of common stock. The dividend is scheduled to be paid on August 12, 2026, to shareholders of record as of July 28, 2026.
📋 Key Facts
- Special dividend amount: $0.10 per share of common stock.
- Record date: July 28, 2026.
- Payment date: August 12, 2026.
- The announcement was made via press release on July 16, 2026.
Smart Sand, Inc. announced the stockholder approval of two new equity-based compensation programs: the 2026 Equity Incentive Plan and the 2026 Employee Stock Purchase Plan (ESPP). The filing also reports the results of the 2026 Annual Meeting, including the election of directors and ratification of the auditor.
🚩 Red Flags
- Potential dilution from the issuance of up to 5.4 million+ new shares across the Incentive Plan and ESPP.
📋 Key Facts
- Stockholders approved the 2026 Equity Incentive Plan, which allows for the issuance of up to 2,400,000 shares of common stock plus rolled-over shares from the 2016 Plan.
- Stockholders approved the 2026 Employee Stock Purchase Plan (ESPP) with 3,000,000 shares reserved for issuance.
- The ESPP allows employees to purchase stock at 85% of the lower of the fair market value on the enrollment date or exercise date.
- Sharon Spurlin and Timothy J. Pawlenty were elected as Class I members of the Board of Directors.
- Grant Thornton LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2026.
- Executive compensation for the year ended December 31, 2025, was approved on an advisory basis.
Smart Sand, Inc. has adopted a Rule 10b5-1 trading plan to facilitate the repurchase of up to $2.5 million of its common stock. The plan is scheduled to execute trades between June 1, 2026, and August 10, 2026, as part of an existing repurchase program.
📋 Key Facts
- Entered into a written Rule 10b5-1 trading plan on May 15, 2026.
- The plan permits repurchases up to a total amount of $2.5 million, including commissions.
- Trading under the plan will commence no earlier than June 1, 2026.
- The plan will terminate by August 10, 2026, or upon full utilization of the $2.5 million.
- Purchases will adhere to Rule 10b-18 daily volume limits.
- The plan is part of a larger repurchase program originally announced on February 26, 2026.
Smart Sand, Inc. issued a press release on May 12, 2026, announcing its financial results for the first quarter ended March 31, 2026.
📋 Key Facts
- The company reported earnings for the first quarter ended March 31, 2026.
- The press release was issued on May 12, 2026, and is included as Exhibit 99.1.
- The information in this report is furnished under Item 2.02 and is not considered 'filed' for regulatory purposes.
Smart Sand, Inc. announced that its Board of Directors has declared a special cash dividend of $0.10 per share of common stock. The dividend is scheduled to be paid on May 5, 2026, to stockholders of record as of the close of business on April 22, 2026.
📋 Key Facts
- Special dividend amount of $0.10 per share of common stock.
- Declaration date: April 9, 2026.
- Record date for stockholders: April 22, 2026.
- Payment date: May 5, 2026.
- The announcement was made via a press release furnished under Item 7.01 and formal disclosure under Item 8.01.
Smart Sand, Inc. has implemented a Rule 10b5-1 trading plan to facilitate the repurchase of up to $2.5 million of its common stock. The plan is scheduled to execute trades between March 16, 2026, and May 11, 2026, as part of a previously announced repurchase program.
📋 Key Facts
- Entered into a written trading plan under Rule 10b5-1 on March 3, 2026.
- The plan permits repurchases up to a total amount of $2.5 million, including commissions.
- Trades are scheduled to begin no earlier than March 16, 2026.
- The plan will terminate on May 11, 2026, or earlier if the $2.5 million limit is reached.
- Purchases will comply with the daily volume limits of Rule 10b-18.
Smart Sand, Inc. announced its Q4 and full-year 2025 financial results and the approval of a new $20 million share repurchase program. The new two-year program is scheduled to commence on April 4, 2026, upon the expiration of the company's existing repurchase plan.
📋 Key Facts
- Reported earnings for the fourth quarter and full year ended December 31, 2025.
- Board of Directors approved a new $20.0 million share repurchase program on February 23, 2026.
- The New Repurchase Program has a two-year term and becomes effective April 4, 2026.
- The program allows for repurchases in open market or privately negotiated transactions.
- The new program replaces an existing repurchase program expiring in April 2026.
Smart Sand, Inc. has entered into a Rule 10b5-1 written trading plan to facilitate share repurchases as part of its existing $10 million repurchase program. The plan allows for the purchase of up to $2.5 million in common stock between December 8, 2025, and March 2, 2026.
📋 Key Facts
- Implementation of a Rule 10b5-1 trading plan on November 20, 2025.
- Total purchase amount cap: $2.5 million (including commissions).
- Trading window: Starts December 8, 2025; ends March 2, 2026, or upon exhaustion of funds.
- Repurchases are part of a previously announced $10 million share repurchase program (announced in 2024 Annual Report and Q3 2024 10-Q).
- Trades will be executed up to the maximum daily target volume allowable under Rule 10b-18.
Smart Sand, Inc. filed an 8-K to announce the release of its third quarter earnings results for the period ended September 30, 2025.
📋 Key Facts
- Earnings press release issued on November 12, 2025.
- Reporting period: Third Quarter ended September 30, 2025.
- The filing includes Exhibit 99.1 containing the earnings press release.
Smart Sand, Inc. is terminating its existing multi-year Master Product Purchase Agreement (PPA) with EQT Production Company effective December 31, 2025. Simultaneously, the company has entered into a new take-or-pay product purchase agreement with EQT to supply frac sand through 2027.
🚩 Red Flags
- Termination of a long-standing material 'take-or-pay' agreement (though replaced by a new one).
📋 Key Facts
- Termination of existing Master Product Purchase Agreement (PPA) effective December 31, 2025.
- The original PPA was a take-or-pay agreement entered into on August 1, 2021.
- New 'take or pay' product purchase agreement signed with EQT on November 4, 2025.
- The new agreement provides for supply of frac sand to EQT through the year 2027.
Smart Sand, Inc. filed an 8-K to announce the release of its earnings results for the second quarter ended June 30, 2025.
📋 Key Facts
- Earnings press release issued on August 12, 2025.
- Reporting period: Second Quarter ended June 30, 2025.
- The information is furnished under Item 2.02 and is not considered 'filed' for purposes of Section 18 liability.
Smart Sand, Inc. announced the declaration of a special dividend of $0.10 per share of common stock. The dividend is scheduled to be paid on August 14, 2025, to shareholders of record as of August 4, 2025.
📋 Key Facts
- Special dividend declared: $0.10 per share of common stock.
- Record date: August 4, 2025.
- Payment date: August 14, 2025.
Smart Sand, Inc. reported the results of its annual meeting of stockholders held on June 3, 2025. The meeting included the election of a new director, ratification of the independent auditor, and an advisory vote on executive compensation.
📋 Key Facts
- Annual Meeting held on June 3, 2025.
- Charles E. Young was elected to the Board of Directors (Class III) for a three-year term with 19,687,328 votes in favor.
- Stockholders ratified Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
- The advisory vote on named executive officer compensation for 2024 was approved (21,137,015 votes in favor).
- Total outstanding shares at record date: 44,083,342.
Smart Sand, Inc. has entered into a 10b5-1 trading plan to facilitate up to $1.5 million in share repurchases and simultaneously amended its existing credit agreement with First-Citizens Bank & Trust Company to accommodate this activity.
📋 Key Facts
- Entered into a Rule 10b5-1 trading plan on May 22, 2025.
- The plan allows for the repurchase of up to $1.5 million in common stock (including commissions).
- Trading is scheduled to begin no earlier than May 28, 2025, and will cease by August 11, 2025, or upon full use of funds.
- Amended Amendment No. 1 to the Credit Agreement and Guarantee and Collateral Agreement with First-Citizens Bank & Trust Company on May 16, 2025.
- The credit agreement amendment was specifically executed to allow for the implementation of the 10b5-1 trading plan.
Smart Sand, Inc. filed an 8-K to announce its earnings results for the first quarter ended March 31, 2025. The filing serves as a formal announcement of the press release containing the company's financial performance data.
📋 Key Facts
- Earnings release date: May 13, 2025
- Reporting period: First quarter ended March 31, 2025
- The filing includes Exhibit 99.1 containing the earnings press release.
Smart Sand, Inc. announced its participation in the Sidoti Small-Cap Virtual Conference scheduled for March 19-20, 2025. The company intends to discuss its business and affairs during the event.
📋 Key Facts
- Company will participate in the Sidoti Small-Cap Virtual Conference on March 19-20, 2025.
- The filing includes a press release (Exhibit 99.1) and an investor presentation (Exhibit 99.2).
- Information is provided under Item 7.01 (Regulation FD Disclosure).
Smart Sand, Inc. filed an 8-K to announce the release of its earnings results for the fourth quarter and full fiscal year ended December 31, 2024.
📋 Key Facts
- Earnings press release issued on March 3, 2025.
- Covers financial performance for Q4 and Full Year 2024.
- Filed under Item 2.02 (Results of Operations and Financial Condition).
Smart Sand, Inc. filed an 8-K to announce its third quarter earnings results for the period ended September 30, 2024. The filing serves as a formal notification that a press release containing financial performance data has been issued.
📋 Key Facts
- Report date: November 12, 2024
- Reporting Period: Third Quarter ended September 30, 2024
- The filing includes Exhibit 99.1 containing the earnings press release
- Information is furnished under Item 2.02 and not 'filed' for purposes of Section 18 liability
Smart Sand, Inc. announced a special dividend of $0.10 per share and the authorization of an $10 million share repurchase program spanning 18 months.
📋 Key Facts
- Declared a special dividend of $0.10 per share of common stock.
- Dividend record date: October 15, 2024; Payment date: October 28, 2024.
- Approved an eighteen-month share repurchase program for up to $10.0 million in ordinary shares.
Smart Sand, Inc. entered into a new five-year senior secured asset-based credit facility (ABL) with First-Citizens Bank & Trust Company for up to $30.0 million. This replaces an existing $20.0 million facility that was set to mature in December 2024.
🚩 Red Flags
- The company is replacing an existing facility that was approaching maturity (Dec 2024), indicating proactive refinancing or necessity due to upcoming expiration.
- New restrictive covenants regarding liens, indebtedness, and restricted payments.
📋 Key Facts
- New ABL Credit Facility amount: Up to $30.0 million (up from previous $20.0 million).
- Term: Five-year senior secured agreement.
- Lender: First-Citizens Bank & Trust Company acting as agent/issuing bank.
- Interest Rate: SOFR + 2.75% margin.
- Initial Drawdown: Approximately $1.0 million drawn at closing; $29.0 million remains available.
- Collateral: First-priority security interest in assets (excluding real estate and sand reserves).
- Covenant: Requires maintenance of a minimum fixed charge coverage ratio of 1.1 to 1.0.
Smart Sand, Inc. filed an 8-K to announce the release of its earnings results for the second quarter ended June 30, 2024.
📋 Key Facts
- Earnings release date: August 13, 2024
- Reporting period: Second Quarter ended June 30, 2024
- The filing includes a press release (Exhibit 99.1) detailing financial results.
Smart Sand, Inc. held its annual meeting of stockholders on June 4, 2024. The meeting resulted in the election of two new Class II directors and the ratification of Grant Thornton LLP as the independent auditor.
📋 Key Facts
- Annual Meeting held on June 4, 2024.
- Andrew Speaker elected to Board of Directors (Class II) for a three-year term.
- Frank Porcelli elected to Board of Directors (Class II) for a three-year term.
- Stockholders ratified the appointment of Grant Thornton LLP as independent registered public accounting firm for FY ending Dec 31, 2024.
- Advisory vote on named executive officer compensation for 2023 was approved.
Smart Sand, Inc. filed an 8-K to announce its earnings results for the first quarter ended March 31, 2024.
📋 Key Facts
- Earnings release issued on May 13, 2024, regarding Q1 results (ended March 31, 2024).
- The filing is primarily a placeholder to furnish the press release via Exhibit 99.1.
- Information provided under Item 2.02 is furnished but not 'filed' for purposes of Section 18 liability.
Smart Sand, Inc. filed an 8-K to announce the release of its earnings results for the fourth quarter and full fiscal year ended December 31, 2023.
📋 Key Facts
- Earnings press release issued on March 11, 2024.
- Covers financial performance for Q4 and Full Year 2023.
- Information furnished under Item 2.02 is not considered 'filed' for purposes of Section 18 liability.
Smart Sand, Inc. has terminated an Open Market Sale Agreement with Clearlake Capital Partners II and Jefferies LLC. The termination is effective January 18, 2024, and the company reported no shares were sold under this agreement.
📋 Key Facts
- Termination of Open Market Sale Agreement effective January 18, 2024.
- The original agreement was entered into on November 9, 2021.
- The agreement allowed for the sale of up to $25,000,000 in common stock or 10,920,445 shares.
- No shares were sold pursuant to this Sale Agreement.
- The Company is not subject to any termination penalties.