Smart Sand Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
$SND
Mining & Quarrying of Nonmetallic Minerals (No Fuels)
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 26, 2026
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Item 2.02 Results of Operations and Financial Condition.
On February 26, 2026, Smart Sand, Inc. (the "Company") issued a press release providing information regarding earnings for the fourth quarter and full year ended December 31, 2025 along with the Company's recently approved New Repurchase Program (as defined below). A copy of the press release is attached hereto as Exhibit 99.1.
The information, including Exhibit 99.1, in this Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, except as shall otherwise be expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure.
The disclosure set forth above in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.
Item 8.01. Other Events.
On February 23, 2026, the Board of Directors of the Company approved a two-year share repurchase program under which the Company may purchase up to $20.0 million of its ordinary shares (the “New Repurchase Program”). The New Repurchase Program will take effect on April 4, 2026 after the expiration of the Company's current share repurchase program. Pursuant to the New Repurchase Program, the Company may repurchase its ordinary shares from time to time, in amounts, at prices and at such times as it deems appropriate, subject to market conditions and other considerations. The Company may make repurchases in the open market, privately negotiated transactions, accelerated repurchase programs or structured share repurchase programs. The New Repurchase Program will be conducted in compliance with applicable legal requirements and shall be subject to market conditions and other factors. The New Repurchase Program does not obligate the Company to acquire any particular amount of ordinary shares, and the New Repurchase Program may be modified or suspended at any time at the Company’s discretion.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished herewith:
| Exhibit Number | Description | ||||||||||
| 99.1 | |||||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | ||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SMART SAND, INC. | |||||||||||||||||||||||
| Dated: | February 26, 2026 | By: | /s/ Lee E. Beckelman | ||||||||||||||||||||
| Lee E. Beckelman | |||||||||||||||||||||||
| Chief Financial Officer | |||||||||||||||||||||||