Companies › SND

SND 10-K & 10-Q changes, risk factors and insider trading

Smart Sand, Inc. · Nasdaq · Mining & Quarrying Of Nonmetallic Minerals (No Fuels) · CIK 1529628 · All filings on SEC.gov

Everything below is quoted or computed from Smart Sand, Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

10 / 1risk-factor paragraphs added / removed in latest 10-K
3new risk-factor headings
1Form 4 filings reporting open-market purchases (last 180 days)
6Form 4 filings reporting open-market sales (last 180 days)

Jump to: Annual report (10-K) · Quarterly report (10-Q) · Insider transactions · 13F holders

What changed in the latest 10-K

Comparing 10-K filed 2026-02-26 (period ending 2025-12-31) with 10-K filed 2025-03-04 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

10new paragraphs
1removed paragraphs
34reworded paragraphs
14,472 → 15,454words in section

New heading “Changes or consolidation within the railroad industry could adversely affect our business, operations, and competitiveness.”

New heading “The integration of artificial intelligence into our operations, while potentially beneficial, presents significant risks that could adversely affect our business, financial condition, and results of operations.”

New heading “Tax legislation and administrative initiatives or challenges to our tax positions could adversely affect our results of operations and financial condition.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: litigation, artificial intelligence, generative ai, ai
“Recent technological advances in artificial intelligence and machine-learning technology both present opportunities and pose risks to us. If we fail to keep pace with rapidly evolving technological developments in AI, our competitive position and business results may suffer. …”
see in full comparison
New text topics: artificial intelligence
“The integration of artificial intelligence into our operations, while potentially beneficial, presents significant risks that could adversely affect our business, financial condition, and results of operations.”
see in full comparison
Reworded topics: litigation, class action

Paragraph as it now reads, with added and removed wording marked:

We may be the target of attempted cyber-attacks, computer viruses, malicious code, phishing attacks, denial of service attacks and other information security threats. To date, cyber-attacks have not had a material impact on our financial condition, results or business; however, we could suffer material financial or other losses in the future and we are not able to predict the severity of these attacks. The occurrence of a cyber-attack, breach, unauthorized access, misuse, computer virus or other malicious code or other cyber security event could jeopardize or result in the unauthorized disclosure, gathering, monitoring, misuse, corruption, loss or destruction of confidential and other information that belongs to us, our customers, our counterparties, or third-party service providers that is processed and stored in, and transmitted through, our computer systems and networks. The occurrence of such an event could also result in damage to our software,IT computers or systems,Systems, or otherwise cause interruptions or malfunctions in our, our customers’, our counterparties’ or third parties’ operations. ThisAny adverse impact to the availability, integrity or confidentiality of our IT Systems or Confidential Information could result in significant losses, loss of customers and business opportunities, reputational damage, litigation,litigation or proceedings (such as class actions), regulatory fines, penalties or intervention, reimbursement or other compensatory costs, or otherwise adversely affect our business, financial condition or results of operations. Finally, we cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all.
see in full comparison
Reworded topics: litigation, lawsuit

Paragraph as it now reads, with added and removed wording marked:

In addition, various policymakers, including the states of California, Illinois, and New York, have adopted or are considering adopting requirements for in-scope companies to disclose certain climate-related information, including on GHG emissions and climate risks. ForThe example,SEC thealso U.S.previously Securitiesfinalized andrules Exchange Commission (“SEC”) issued a proposed rule in March 2022 that willto mandate extensive disclosure of climate-related data, risks, GHG emissions, for certain public companies. TheHowever, SECthese issuedrules aare finalstayed inpending Marchlitigation 2024. Multiple lawsuits have been filed and in April 2024,before the SECEighth voluntarily stayed the rules pending the outcome of the litigation.Circuit. It is possible that other climate-related reporting regulations applicable to many U.S. companies will continue to take effect.
see in full comparison
Reworded topics: inflation, interest rate

Paragraph as it now reads, with added and removed wording marked:

AMacroeconomic conditions, including inflation, volatility in foreign exchange rates and interest rates, and a financial downturn could negatively affect our business, results of operations, financial condition and liquidity.
see in full comparison
New text topics: cyberattack, artificial intelligence
“Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools—including artificial intelligence— that circumvent security controls, evade detection and remove forensic evidence. As a result, we may be unable to detect, investigate, remediate or recover from future attacks or incidents. …”
see in full comparison
Full comparison: every changed paragraph (45)

Green = added, red = removed. Unchanged paragraphs, 5 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

Oil and natural gas prices and, therefore, the level of exploration, development and production activity, experienced a high level of volatility in recent years. In addition, prices can be affected by a number of factors beyond our control, including weather conditions, seasonal trends, domestic and foreign supply of and demand for oil and natural gas, domestic, local and foreign governmental regulations, tariffs and taxes, including environmental and climate change regulation, among others.

Reworded

A significant portion of our revenues have been generated with a limited number of customers, and the loss of, material nonpayment or nonperformance by or significant reduction in purchases by any of themthese customers could adversely affect our business, results of operations and financial condition.

Reworded

We rely on our independent reserve engineers’ prepared estimates of our reserves based on engineering, economic and geological data assembled and analyzed by our engineers and geologists.personnel. However, frac sand reserve estimates are by nature imprecise and depend to some extent on statistical inferences drawn from available data, which may prove unreliable. There are numerous uncertainties inherent in estimating quantities and qualities of reserves and non-reserve frac sand deposits and costs to mine recoverable reserves, including many factors beyond our control. Estimates of economically recoverable frac sand reserves necessarily depend on a number of factors and assumptions, all of which may vary considerably from actual results, such as:

Added

Changes or consolidation within the railroad industry could adversely affect our business, operations, and competitiveness.

Added

The North American rail industry has experienced, and may continue to experience, significant consolidation. Any future mergers or acquisitions among Class I railroads could reduce the number of carriers available to us, limit competitive shipping options, and increase our transportation costs, result in reduced rail access, diminished service levels, or unfavorable changes to routing options.

Added

A consolidation affecting these carriers could also materially impact our operations by restricting our ability to move unit trains out of key origin points. Loss of access or reduced service in these corridors would affect all three of our operating sites unless conditions were imposed in the merger approval process to preserve open access. Such constraints could impair our ability to efficiently ship product to customers, increase transportation costs, and negatively affect our competitiveness relative to mines or transload facilities served by the surviving railroad. Any of these developments could have a material adverse effect on our business, financial condition, and results of operations.

Reworded

If we are unable to make acquisitions on economically acceptable terms, our future growth wouldcould be limited.

Reworded

If significant new reserves of frac sand are discovered and developed, and those frac sands have similar characteristics to the frac sand we produce, we may be unable to maintain sales with our existing customers, obtain new customers on favorable terms, or at all. Specifically, if frac sand is oversupplied, our customers may reduce their sales volumes, may not be willing to purchase sand from us, or may demand lower prices, and any one or combination of the preceding could have a material adverse effect on our business, results of operations and financial condition. For example, new supplies of regional frac sand from our competitors became available in 2018, primarily in the Permian Basin of West Texas. Since then, other regional frac sand mines have opened in or near additional basins where we sell sand. These new supplies have had a negative impact on our ability to sell our Northern White Sand in the Permian Basin or other markets in close proximity to these regional mines.

Reworded

Our operations are exposed to potential natural disasters, including blizzards, tornadoes, storms, floods, other adverse weather conditions and earthquakes. In addition, our employees could be subject to aanother pandemic similar to COVID-19 or otheranother outbreak at one or more of our facilities. If any of these events were to occur, we could incur substantial losses because of operational downtime, personal injury or loss of life, severe damage to and destruction of property and equipment, and pollution or other environmental damage resulting in curtailment or suspension of our operations.

Reworded

Energy costs, primarily naturalNatural gas and electricity,electricity costs represented approximately 7.1%5% of our total cost of goods sold for the year ended December 31, 2024.2025. Natural gas is currently the primary fuel source used for drying in our frac sand production process. Electricity is also relied upon for our washing process. As a result, our profitability will be impacted by the price and availability of natural gas and electricity we purchase from third parties. Because we have not contracted for all of our natural gas usage on a fixed-price basis, our costs and profitability will be impacted by fluctuations in prices for natural gas. The price and supply of natural gas is unpredictable and can fluctuate significantly based on domestic, international, political and economic circumstances, as well as other events outside our control, such as changes in supply and demand due to weather conditions, actions by OPEC, governmental regulations and sanctions, regional production patterns, security threats and environmental concerns. Electricity prices can also be volatile and may fluctuate due to regional generation capacity constraints, transmission congestion, grid reliability concerns, increasing demand, renewable integration challenges, and regulatory or market changes affecting electric utilities or regional transmission organizations. In addition, potentialany climateoperational change regulationsissues or carbonoutages affecting the electric grid, including extreme weather events or emissionsinsufficient taxesregional power availability, could resultinterrupt inour higher cost of production for energy, which may be passed onaccess to us in whole or in part. In order to manage the risk of volatile natural gas prices, we may hedge natural gas prices through the use of fixed price supply contracts or derivative financial instruments, such as forwards, swapselectricity and futures. However, these measures carry risk (including nonperformance by counterparties) and do not in any event entirely eliminate the risk of decreased margins as a result natural gas price increases. We further attempt to mitigate these risks by including in our sales contracts fuel surcharges based on natural gas prices exceeding certain benchmarks. A significant increase in the price of energy that is not recovered through an increase in the price of our products or covered through our hedging arrangements or an extended interruption in the supply of natural gas or electricity todisrupt our production facilities could have a material adverse effect on our business, results of operations and financial condition.processes.

Added

In addition, potential climate change regulations or carbon or emissions taxes could result in higher cost of production for energy, which may be passed on to us in whole or in part. In order to manage the risk of volatile natural gas prices, we may hedge natural gas prices through the use of fixed price supply contracts or derivative financial instruments, such as forwards, swaps and futures. However, these measures carry risk (including nonperformance by counterparties) and do not in any event entirely eliminate the risk of decreased margins as a result of natural gas price increases. We generally do not hedge electricity costs, and increased reliance on electric‑powered equipment or tightening emissions regulations affecting power generation could further expose us to increases in electricity prices. We further attempt to mitigate these risks by including in our sales contracts fuel surcharges based on natural gas prices exceeding certain benchmarks. A significant increase in the price of energy that is not recovered through an increase in the price of our products or covered through our hedging arrangements or an extended interruption in the supply of natural gas or electricity to our production facilities could have a material adverse effect on our business, results of operations and financial condition.

Reworded

Diesel fuel costs represented approximately 2% of our total cost of goods sold for the year ended December 31, 2025. Diesel fuel costs generally fluctuate with increasing and decreasing world crude oil prices and, accordingly, are subject to political, economic and market factors that are outside of our control. Our operations are dependent on earth moving equipment, locomotives and tractor trailers, and diesel fuel costs are a significant component of the operating expense of these vehicles. Accordingly, increased diesel fuel costs could have an adverse effect on our business, results of operations and financial condition.

Reworded

We hold numerous governmental, environmental, mining and other permits, water rights and approvals authorizing operations at our mining and operating facilities. For our extraction and processing in Wisconsin and Illinois, we must obtain permits from various federal, tribal, state and local authorities. For example, at the federal level, a Mine Identification Request (MSHA Form 7000-51) must be filed and obtained before mining commences. If wetlands are impacted, a permit from the U.S. Army Corps of Engineers is required. At the state level, a series of permits are required related to air quality, wetlands, water quality (waste water, storm water), grading permits, protected species, archeological assessments and high capacity wells in addition to others depending upon site specific factors and operational detail. At the local level, zoning, building, storm water, erosion control, wellhead protection, road usage and access are all regulated and require permitting to some degree. A non-metallic mining reclamation permit is required. Certain permits or approvals may also require consultation with federal, state, tribal, or local authorities. A decision by a governmental agency or other third party to deny or delay issuing a new or renewed permit or approval, or to revoke or substantially modify an existing permit or approval, could have a material adverse effect on our business, results of operations and financial condition.

Reworded

Our business could be materially adversely affected by severe weather conditions. Severe weather conditions may affect our customers’ operations, thus reducing their need for our products, impact our operations by resulting in weather-related damage to our facilities and equipment and impact our customers’ ability to take delivery of our products at our plant site.or terminal sites. Any weather-related interference with our operations could force us to delay or curtail services and potentially breach our contractual obligations to deliver minimum volumes or result in a loss of productivity and an increase in our operating costs. Severe weather conditions may also adversely affect our operations as a result of delays in rail shipments.

Reworded

AGeopolitical conflicts and instability; including terrorist attackattacks or armed conflictconflicts, could harm our business.

Reworded

The mining and processing activities at our facilities require significant amounts of water. Additionally, the development of oil and natural gas properties through fracture stimulation likewise requires significant water use. We have obtained water rights that we currently use to service the activities at our operating facilities, and we plan to obtain all required water rights to service other properties we may develop or acquire in the future. However, the amount of water that we and our customers are entitled to use pursuant to water rights must be determined by the appropriate regulatory authorities in the jurisdictions in which we and our customers operate. Such regulatory authorities may amend the regulations regarding such water rights, increase the cost of maintaining such water rights or eliminate our current water rights, and we and our customers may be unable to retain all or a portion of such water rights. For example, particularly during drought conditions, local governments may curtail water usage for industrial or mineral production purposes. These new regulations, which could also affect local municipalities and other industrial operations, could have a material adverse effect on our operating costs and effectiveness if implemented. Such changes in laws, regulations or government policy and related interpretations pertaining to water rights may alter the environment in which we and our customers do business, which may negatively affect our financial condition and results of operations. The availability of water may also change due to various environmental, demographic, or other pressures, including climate change. For more information, see our risk factor “Climate change could result in various risks for us and our customers.”

Reworded

We and our third-party providers may be subject to cybersecurity risks, cyberattacks, and other interruptions or failures in our information technology systems, including cyber-attacks.systems.

Reworded

We rely on sophisticated informationcomputer technologysystems, systemshardware, softwate, networks and infrastructure to support our business, including process control technology.technology (collectively “IT Systems”). Any of these systemsIT Systems may be susceptible to outages due to fire, floods, power loss, telecommunication failures, usage errors by employees, computer viruses, cyber-attacks or other security breaches, or similar events. If our informationIT technology systemsSystems are damaged or cease to function properly, we may have to make a significant investment to fix or replace them, and we may suffer loss of critical data and interruptions or delays in our operations.

Added

We own and manage some of these IT Systems but also rely on third parties for a range of IT Systems and related products and services. We and certain of our third-party providers collect, maintain and process data about customers, employees, business partners and others, including information about individuals, as well as proprietary information belonging to our business such as trade secrets (collectively, “Confidential Information”). We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Information, including from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as through diverse attack vectors, such as computer viruses, malware (including ransomware), malfeasance by insiders, human or technological error, and as a result of malicious code or misconfigurations, bug or other vulnerabilities in commercial software that is integrated into our (or our suppliers’ or service providers’) IT Systems, products or services, social engineering/phishing attacks, denial of service attacks and other information security threats.

Added

Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools—including artificial intelligence— that circumvent security controls, evade detection and remove forensic evidence. As a result, we may be unable to detect, investigate, remediate or recover from future attacks or incidents. There can also be no assurance that our cybersecurity risk management program and processes, including our policies, control or procedures, will be fully implemented, complied with or effective in protecting our IT Systems and Confidential Information.

Reworded

We may be the target of attempted cyber-attacks, computer viruses, malicious code, phishing attacks, denial of service attacks and other information security threats. To date, cyber-attacks have not had a material impact on our financial condition, results or business; however, we could suffer material financial or other losses in the future and we are not able to predict the severity of these attacks. The occurrence of a cyber-attack, breach, unauthorized access, misuse, computer virus or other malicious code or other cyber security event could jeopardize or result in the unauthorized disclosure, gathering, monitoring, misuse, corruption, loss or destruction of confidential and other information that belongs to us, our customers, our counterparties, or third-party service providers that is processed and stored in, and transmitted through, our computer systems and networks. The occurrence of such an event could also result in damage to our software,IT computers or systems,Systems, or otherwise cause interruptions or malfunctions in our, our customers’, our counterparties’ or third parties’ operations. ThisAny adverse impact to the availability, integrity or confidentiality of our IT Systems or Confidential Information could result in significant losses, loss of customers and business opportunities, reputational damage, litigation,litigation or proceedings (such as class actions), regulatory fines, penalties or intervention, reimbursement or other compensatory costs, or otherwise adversely affect our business, financial condition or results of operations. Finally, we cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all.

Reworded

The reliability and capacity of our informationIT technologySystems systems isare critical to our operations. Any material disruption in our informationIT technology systems,Systems, or delays or difficulties in implementing or integrating new systems or enhancing current systems, could have an adverse effect on our business, and results of operations.

Added

The integration of artificial intelligence into our operations, while potentially beneficial, presents significant risks that could adversely affect our business, financial condition, and results of operations.

Added

Recent technological advances in artificial intelligence and machine-learning technology both present opportunities and pose risks to us. If we fail to keep pace with rapidly evolving technological developments in AI, our competitive position and business results may suffer. The introduction of these technologies, particularly generative AI, into internal processes and/or new and existing offerings may result in new or expanded risks and liabilities, including due to enhanced governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality or security risks, as well as other factors that could adversely affect our business, reputation, and financial results. In addition, our personnel could, unbeknownst to us, improperly utilize AI and machine-learning technology while carrying out their responsibilities. The use of AI in the development of our products and services could also cause loss or theft of intellectual property, as well as subject us to risks related to intellectual property infringement or misappropriation, data privacy and cybersecurity. The use of AI can lead to unintended consequences, including generating content that appears correct but is factually inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our stakeholders, our reputation and our business and expose us to risks related to inaccuracies or errors in the output of such technologies. We also face risks of competitive disadvantage if our competitors more effectively use AI to drive internal efficiencies or create new or enhanced services that we are unable to compete against on cost, quality or other attributes.

Reworded

As we focus on growing our business, particularly as it relates to our SmartSystems offerings, our business may become increasingly subject to inherent risks that can cause personal injury or loss of life, damage to or destruction of property, equipment or the environment or the suspension of our operations. In addition, we may be subject to legal proceedings with our customers or suppliers, particularly as it relates to contract disputes. Regardless of the merit of particular claims, litigation may be expensive, time consuming, disruptive to our operations and distracting to management.

Reworded

AMacroeconomic conditions, including inflation, volatility in foreign exchange rates and interest rates, and a financial downturn could negatively affect our business, results of operations, financial condition and liquidity.

Reworded

ActualUncertainty on future inflation trends and volatility in foreign exchange rates and interest rates, as well as actual or anticipated declines in domestic or foreign economic growth rates, regional or worldwide increases in tariffs or other trade restrictions, turmoil affecting the U.S. or global financial systems and markets and a severe economic contraction either regionally or worldwide could materially affect our business and financial condition. These events could impact our ability to finance operations by worsening the actual or anticipated future drop in worldwide oil demand, negatively impacting the price we receive for our products and services, compressing the level of available funding under our FCB ABL Credit Facility, inhibiting our lenders from funding borrowings under our FCB ABL Credit Facility or resulting in our lenders reducing the borrowing base under our FCB ABL Credit Facility. Negative economic conditions could also adversely affect the collectability of our trade receivables or performance by our vendors and suppliers.

Added

Tax legislation and administrative initiatives or challenges to our tax positions could adversely affect our results of operations and financial condition.

Added

We operate or are registered in locations throughout the U.S. and Canada and, as a result, we are subject to the tax laws and regulations of U.S. federal, state and local and Canadian governments. From time to time, various legislative or administrative initiatives may be proposed that could adversely affect our tax positions. There can be no assurance that our tax provision or tax payments will not be adversely affected by these initiatives. In addition, U.S. federal, state and local, and international tax laws and regulations are extremely complex and subject to varying interpretations. There can be no assurance that our tax positions will not be challenged by relevant tax authorities or that we would be successful in any such challenge.

Reworded

Although we do not directly engage in hydraulic fracturing activities, our customers purchase our frac sand for use in their hydraulic fracturing activities. Hydraulic fracturing is typically regulated by state oil and natural gas commissions and similar agencies. Some states have adopted, and other states are considering adopting, regulations that could impose new or more stringent permitting, disclosure or well construction requirements on hydraulic fracturing operations. Aside from state laws, local land use restrictions may restrict drilling in general or hydraulic fracturing in particular. Municipalities may adopt local ordinances attempting to prohibit hydraulic fracturing altogether or, at a minimum, to allow such fracturing processes within their jurisdictions to proceed but regulating the time, place and manner of those processes. In addition, federal agencies have started to assert regulatory authority over the process and various studies have been conducted by the EPA, and other federal agencies concerning the potential environmental impacts of hydraulic fracturing activities. While President Trump has expressed a policy agenda supportive of our industry, at the same time, certain environmental groups have suggested that additional laws may be needed and, in some instances, have pursued voter ballot initiatives or litigation to more closely and uniformly limit or otherwise regulate the hydraulic fracturing process, and legislation has been proposed by some members of Congress to provide for such regulation.

Reworded

Our sales into Canada and Mexico may become subject to retaliatory tariffs if the United States imposes tariffs on imports from Canada and Mexico into the United States. In recent years, the Company has expanded its sales to customers located in Canada and Mexico. If enacted, currently contemplated tariffs, set at 25%,tariffs may significantly affect transactions with our customers and vendors located in Canada and Mexico. We expect that our customers would be responsible for the increased cost, which may result in customers sourcing their sand needs from other suppliers within their own countries. We depend on limited foreign vendors, but in the event of tariffs on goods entering the United States, we may face supply chain disruptions for certain purchases from suppliers in Canada and Mexico, which may lead to increased costs and delays, potentially affecting production timelines and profitability.

Reworded

We are subject to laws and regulations relating to human exposure to crystalline silica. Several federal and state regulatory authorities, including MSHA, have changed and may continue to propose changes in their regulations regarding workplace exposure to crystalline silica, such as permissible exposure limits and required controls and personal protective equipment. Although the Trump Administration has indicated they plan to reconsider portions of MSHA’s 2024 rule and lower the standards for crystalline silica, the ultimate outcome of this rulemaking is uncertain. We may not be able to comply fully with the amended regulations that were adopted at the federal level, and any new or amended laws and regulations could have a material adverse effect on our operating results by requiring us to modify or cease our operations.

Reworded

In addition, the inhalation of respirable crystalline silica is associated with the lung disease silicosis. There is evidence of an association between crystalline silica exposure or silicosis and lung cancer and a possible association with other diseases, including immune system disorders such as scleroderma. These health risks have been, and may continue to be, a significant issue confronting the proppantsand industry. Concerns over silicosis and other potential adverse health effects, as well as concerns regarding potential liability from the use of frac sand, may have the effect of discouraging our customers’ use of our frac sand. The actual or perceived health risks of mining, processing and handling proppantssand could materially and adversely affect proppantsand producers, including us, through reduced use of frac sand, the threat of product liability or employee lawsuits, increased scrutiny by federal, state and local regulatory authorities of us and our customers or reduced financing sources available to the frac sand industry.

Reworded

In order to obtain permits and renewals of permits in the future, we may be required to prepare and present data to governmental authorities pertaining to the potential adverse impact that any proposed excavation or production activities, individually or in the aggregate, may have on the environment. Certain approval procedures may require preparation of archaeological surveys, endangered species studies, and other studies to assess the environmental impact of new sites or the expansion of existing sites. Compliance with these regulatory requirements is expensive and significantly lengthens the time needed to develop a site. Finally, obtaining or renewing required permits is sometimes delayed or prevented due to community opposition and other factors beyond our control. The denial of a permit essential to our operations or the imposition of conditions with which it is not practicable or feasible to comply could impair or prevent our ability to develop or expand a site. Significant opposition to a permit by neighboring property owners, members of the public, or other third parties, or delay in the environmental review and permitting process, also could delay or impair our ability to develop or expand a site. New legal requirements, including those related to the protection of the environment, could be adopted that could materially adversely affect our mining operations (including our ability to extract or the pace of extraction of mineral deposits), our cost structure, or our customers’ ability to use our frac sand. Such current or future regulations could have a material adverse effect on our business, and we may not be able to obtain or renew permits in the future.

Reworded

In recent years, the U.S. Congress has considered legislation to reduce emissions of GHGs, including methane, a primary component of natural gas, and carbon dioxide, a byproduct of the burning of natural gas. It presently appears unlikely that comprehensive climate legislation will be passed by either house of Congress in the near future, although energy legislation and other regulatory initiatives are expected to be proposed that may be relevant to GHG emissions issues. For example, in August 2022, the U.S. Congress passed, and President Biden signed into law, the Inflation Reduction Act of 2022 which appropriates significant federal funding for renewable energy initiatives and, for the first time ever, imposes a fee on GHG emissions from certain facilities. InWhile Novembera ofMarch 2024,2025 Congressional resolution disapproved the rule that the EPA released its final ruleadopted to implement the methane emissionsfee, feethe withEPA anis effectivestill daterequired ofto Januarycollect 17,such 2025,fees for(though implementation has been postponed until reporting year 20242034 emissions. Twenty-three states have filed a lawsuit challengingunder the rule,OBBBA). andThe theultimate changestructure inof U.S. presidential administration provides additional uncertainty as to the rule’s future. To the extent thesuch fee is retainedcurrently uncertain, and implemented,it theor emissionssimilar feefinancial andmeasures funding provisions of the law couldmay increase the operating costs of our customers and accelerate the transition away from fossil fuels, which could in turn adversely affect our business and results of operations.

Reworded

In addition, a number of states are addressing GHG emissions, primarily through the development of emission inventories or regional GHG cap and trade programs. Depending on the particular program, we could be required to control GHG emissions or to purchase and surrender allowances for GHG emissions resulting from our operations. Independent of Congress, the EPA has adopted regulations controlling GHG emissions under its existing authority under the federal CAA. For example, the EPA has adopted regulations under existing provisions of the CAA that, among other things establish construction and operating permit reviews for GHG emissions from certain large stationary sources that are already potential major sources for conventional pollutants. In addition, the EPA has adopted rules requiring the monitoring and reporting of GHG emissions from specified production, processing, transmission and storage facilities in the United States on an annual basis. The EPA’s regulation of GHG emissions is predicated on a finding that GHG emissions present a danger to human health. The current administration announced in February 2026 that it will repeal the so-called endangerment finding. Various organizations have indicated an intention to challenge this decision. The ultimate outcome of such actions is uncertain, including the extent it may result in more stringent responses by other policymakers.

Reworded

In addition, in December 2015, over 190 countries, including the United States, reached an agreement to reduce global GHG emissions, also known as the Paris Agreement. The Paris Agreement entered into force in November 2016 after more than 170 nations, including the United States, ratified or otherwise indicated their intent to be bound by the agreement. While President Trump has initiated action to withdrawwithdrawn the United States from the Paris agreement,Agreement thiseffective January 2026, in addition to intitiating the withdrawal isfrom notthe immediateUNFCCC, andthis may animate stronger actions by various other policymakers. Additionally, several states and geographic regions in the United States have adopted legislation and regulations to reduce emissions of GHGs, including cap and trade regimes and commitments to contribute to meeting the goals of the Paris Agreement. It is not possible at this time to predict the precise timing and effects of climate change or whether additional climate-related legislation, regulations or other measures will be adopted at the local, state, regional, national and international levels.

Reworded

Governmental, scientific and public concern over the threat of climate change arising from GHG emissions has also resulted in increasing political risks in the United States, including climate change-related pledges made by certain candidates elected to public office. The Biden Administration implemented various actions to accelerate the energy transition or otherwise increase the risks and costs associated with fossil fuel production. While President Trump has announced plans to reverse certain of these actions, various states and other policymakers are expected to continue to advance policies to promote a transition away from fossil fuels. To the extent that other countries implement the Paris Agreement or local, state, regional, national or international governments impose other climate change regulations on the oil and natural gas industry, it could have an adverse effect on our business because substantial limitations on GHG emissions could adversely affect demand for the oil and natural gas that is produced by our customers. Litigation risks are also increasing, as a number of entities, including government entities and private groups, have sought to bring suit against oil and natural gas companies in state or federal court, alleging, among other things, that such companies created public nuisances by producing fuels that contributed to climate change. Suits have also been brought against such companies under stockholder and consumer protection laws, alleging that companies have been aware of the adverse effects of climate change but failed to adequately disclose those impacts. To the extent these risks impact our customers, we may experience reduced demand for our proppant.

Reworded

In addition, various policymakers, including the states of California, Illinois, and New York, have adopted or are considering adopting requirements for in-scope companies to disclose certain climate-related information, including on GHG emissions and climate risks. ForThe example,SEC thealso U.S.previously Securitiesfinalized andrules Exchange Commission (“SEC”) issued a proposed rule in March 2022 that willto mandate extensive disclosure of climate-related data, risks, GHG emissions, for certain public companies. TheHowever, SECthese issuedrules aare finalstayed inpending Marchlitigation 2024. Multiple lawsuits have been filed and in April 2024,before the SECEighth voluntarily stayed the rules pending the outcome of the litigation.Circuit. It is possible that other climate-related reporting regulations applicable to many U.S. companies will continue to take effect.

Reworded

Additionally, climate change mayis expected to result in various physical risks to companies. For example, climate change is expected to increase the frequency and intensity of severe weather events and other natural disasters, as well as contribute to chronic changes (such as to meteorological and hydrological patterns) that may also result in various adverse impacts to our or our customers’ operations.

Reworded

A negative shift in investor sentiment towards the oil and natural gas industry and increased attention to environmental, social and governance (“ESG”) and conservation matters may adversely impact our business.

Reworded

IncreasingAn increase in attention to climate change, natural capital, human capital, and other ESG matters by various stakeholders, including consumer demand for alternative sources of energy, may result in increased costs, changes in demand for certain products or services, reputational harm, or other adverse impacts to our business. For example, various capital providers consider ESG matters (including ratings) in their investment and other decision-making, and there has been particular attention to capital provided to fossil fuel-related companies. Any decrease in the availability of capital to us or our customers may adversely impact our business. While we engage in certain voluntary initiatives (including disclosures) to improve our ESG profile and respond to stakeholder expectations, such initiatives entail costs and may not ultimately have the desired effect. For example, various initiatives rely on methodologies, standards, or data that are complex, still evolving, and subject to varying interpretations. Our approach to ESG matters also evolves over time, and there can be no guarantee that our approach will align with the expectations or preferences of any particular stakeholder. Stakeholder expectations are not uniform, and are sometimes conflicting. Certain policymakers have also adopted, or are considering adopting, requirements for companies to take certain actions or disclose certain information on ESG matters, particularly related to climate change. For more information, see our risk factor “Climate change legislation and regulatory initiatives could result in increased compliance costs for us and our customers.” However, as with other stakeholders, policymakers’ requirements are divergent and may be interpreted or applied unevenly, which may increase the cost and complexity of compliance, as well as any associated risks. Any failure to successfully navigate these stakeholder and policymaker expectations may result in various harms to our business, including through litigation or enforcement, operational impacts, damage to our reputation,reputation (including with our stakeholders or through various ratings), or otherwise. Our customers and various other stakeholders are subject to similar expectations, which may result in additional or augmented risks.

Removed

In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings and recent activism directed at shifting funding away from companies with energy-related assets could lead to increased negative investor sentiment toward us or our customers and to the diversion of investment to other industries, which could have a negative impact on our stock price and our or our customers’ access to and costs of capital. Also, institutional lenders may, of their own accord, decide not to provide funding for companies based on climate change, natural capital, or other ESG related concerns, which could affect our or our customers’ access to capital for potential growth projects. Moreover, to the extent ESG matters negatively impact our or the fossil fuel industry’s reputation, we may not be able to compete as effectively to recruit or retain employees, which may adversely affect our operations.

Reworded

•quarterly variations in the rate of growth of our financial indicators, such as revenues, net income, net income per share, EBITDA, Adjusted EBITDA, contribution margin, and free cash flow, net income, and net income per shareflow;

Reworded

Although we recently paid adividends cashin dividend,2024 and 2025 and repurchased shares of our common stock in 2025, the timing, declaration, amount and payment of future dividends to stockholders or share repurchases will fall within the discretion of our board of directors. The board’s decisions regarding the payment of dividends or share repurchases will depend on many factors, such as our financial condition, earnings, capital requirements, restrictions in the FCB ABL Credit Facility, industry practice, legal requirements, regulatory constraints and other factors that the board deems relevant. Our ability to pay dividends and repurchase shares under our share repurchase program will depend on our ongoing ability to generate cash from operations and access capital markets. We cannot guarantee that we will pay any dividenddividends or make any repurchases of our common stock in the future.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

23new paragraphs
17removed paragraphs
37reworded paragraphs
8,856 → 9,405words in section

New heading “Year Ended December 31, 2025 compared to the Year Ended December 31, 2024:”

New heading “Other Expense / Income”

New heading “10b5-1 Trading Plan”

Removed heading “Net Income (Loss)”

Removed heading “Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022:”

Removed heading “Interest Expense”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text
“Year Ended December 31, 2025 compared to the Year Ended December 31, 2024:”
see in full comparison
Removed text
“Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022:”
see in full comparison
New text
“Other Expense / Income”
see in full comparison
New text
“10b5-1 Trading Plan”
see in full comparison
Removed text
“Net Income (Loss)”
see in full comparison
Removed text
“Interest Expense”
see in full comparison
Full comparison: every changed paragraph (77)

Green = added, red = removed. Unchanged paragraphs, 8 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

We use contribution margin, EBITDA, Adjusted EBITDA and free cash flow herein as non-GAAP measures of our financial performance. For further discussion of contribution margin, EBITDA, Adjusted EBITDA and free cash flow, see the section entitled “Non-GAAP Financial Measures.Measures” in this Item 7 of this Annual Report on Form 10-K. We define various terms to simplify the presentation of information in this Report. All share amounts are presented in thousands.

Reworded

•Expansion of Operations. As discussed in the section entitled “Recent Developments” in this Item 7 of this Annual Report on formForm 10-K, in recent years we have added the Blair minefacility and twoseveral new terminals, andalong expandedwith expanding our operations into industrial products. This growth and expansion reduces comparability of periods,periods due to increased revenue, cost of goods sold, operating costs, and capital investments.

Reworded

•Market Trends. Beginning in the first quarter of 2022 and continuing through 2024, supplySupply and demand fundamentals have improvedbeen stable during the last several years and frac sand prices have recovered from previous historic lows. There have been modest pricing fluctuations over the periods presented, but we believe the fluctuation is consistent with other commodities in the oilfield services sector. High levels of inflation have also led to increasing operating expenses from 2022 through 2024.

Reworded

We are a fully integrated frac and industrial sand supply and services company. We offer complete mine to wellsite proppant supply and logistics solutions to our frac sand customers. We produce low-cost, high quality Northern White sand, which is a premium sand used as proppant used to enhance hydrocarbon recovery rates in the hydraulic fracturing of oil and natural gas wells and for a variety of industrial applications. We also offer proppant logistics solutions to our customers through our in-basin transloading terminals and our SmartSystemsTM wellsite storage capabilities. In late 2021, we created our Industrial Products Solutions (“IPS”) business in order to diversify our customer base and markets we serve by offering sand for industrial uses. We market our products and services to oil and natural gas exploration and production companies, oilfield service companies, and diversified industrial manufacturers.and commercial customers. We sell our sand through long-term contracts, short-term supply agreements or spot sales in the open market. We provide wellsite proppant storage solutions services and equipment under flexible contract terms custom tailored to meet the needs of our customers. We believe that, among other things: (i) the size and favorable geologic characteristics of our sand reserves; (ii) the strategic location and logistical advantages of our facilities; (iii) our proprietary SmartDepotTM portable wellsite storage silos, SmartPath® wellsite proppant management system, and SmartBeltTM conveyor; (iv) access to all Class I rail lines; and (v) the industry experience of our senior management team make us as a highly attractive provider of sand and logistics services.

Removed

(iv), access to all Class I rail lines; and (v) the industry experience of our senior management team make us as a highly attractive provider of sand and logistics services.

Reworded

We incorporated in Delaware in July 2011 and began operations at our Oakdale facility with 1.1 million tons of annual processing capacity in July 2012. After several expansions, our current annual processing capacity at our Oakdale facility is approximately 5.5 million tons of sand. The Oakdale facility contains an onsite, unit train capable rail terminal with onsite access to the Class 1 Canadian Pacific Railway.Railway and nearby access to the Class I Union Pacific Railroad through our Byron, Wisconsin transload facility.

Reworded

In September 2020, we acquired,acquired from Eagle all of the issued and outstanding equity interests in Eagle Oil and Gas Proppants HoldingsHoldings, fromLLC. Eagle,This whichacquisition included our Ottawa, Illinois processing facility, which has approximately 1.6 million tons of annual sand processing capacity. We commenced operations at the Ottawa facility in October, 2020.

Reworded

In March 2022, we acquired all of the issued and outstanding equity interests in Hi-Crush Blair, LLC, which included our Blair, Wisconsin processing facility. This facility has approximately 2.9 million tons of total annual sand processing capacity and contains an onsite, unit train capable rail terminal with access to the Class 1 Canadian National Railway. We commenced operations at the Blair facility in the second quarter of 2023.

Reworded

We directly control five in-basin transloading facilities and have access to third party transloading terminals in all operating basins. These terminals allow us to offer more efficient and sustainable delivery options to our customers. We operate a unit train capable transloading terminal in Van Hook, North Dakota to service the Bakken Formation in the Williston Basin. We operate this terminal under a long-term agreement with Canadian Pacific Railway. We nowalso serve the Appalachian Basin through three company-controlled terminals. In January 2022, we began operations at a unit train capable transloading terminal in Waynesburg, Pennsylvania, which we expanded in 2023. In December 2023, we acquired the right to operate a terminal in Minerva, Ohio and in January 2024 we acquired the rights to operate a terminal in Dennison, Ohio. These two Ohio terminals became operational in 2024. In 2025, we expanded the Dennison, Ohio terminal. We also have rights to use a rail terminal located in El Reno, Oklahoma. Additionally, we have long-standing relationships with third party terminal operators that allow us access to substantially all oil and natural gas exploration production basins of North America.

Reworded

We also offer our customers portable wellsite storage and management solutions through our SmartSystems products and services. Our Smart Systems enable customers to unload, store, and deliver proppant at the wellsite and rapidly set up, take down, and transport the entire system. This capability enhances our customers’ efficiency, safety, and reliability. Through our SmartSystems wellsite proppant storage solutions, we offer the SmartDepot and SmartDepotXL™ silo systems, the SmartBelt conveyor, the SmartPath wellsite proppant management system, and our rapid deployment trailers. The SmartDepot silos feature passive and active dust suppression technology and support gravity-fed operation. Our self-contained SmartPath wellsite proppant management system is a mobile sand transloading solution that works with bottom-dump trailers. These systems include a drive-over conveyor, surge bin, silo storage, bucket elevators, and integrated dust collection. In 2024, we developed new dual bucket elevators to enhance our vertical material handling capabilities. We also increased our silo storage capacity and streamlined proppant delivery directly to the blender. This addition provides greater flexibility for customers with varying wellsite configurations while maintaining the efficiency, safety, and reliability that define our SmartSystems solutions. Our rapid deployment trailers are designed for quick setup, takedown, and transportation of the entire SmartSystem. They detach from the wellsite equipment, allowing for removal from the wellsite during operations. We believe our SmartSystems help customers reduce trucking and related fuel consumption, reducing the carbon footprint of their daily operations.

Reworded

We have expanded our IPS product line toin offer2023 Industrialby Sand through IPS. In 2023, we completedcompleting the installation of blending and cooling equipment at our Ottawa, Illinois facilityfacility, thatwhich we believe provides new opportunities to increase our customer base in the IPS business. We expect to continue to expand and diversify to serve the major industrial markets throughout North America, including glass, foundry, building products, filtration, geothermal, renewables, ceramics, turf & landscape, retail, recreationretail and morerecreational in 2025.uses.

Reworded

Our Oakdale facility is purpose-built to exploit the reserve profile in place and produce high-quality frac sand. Unlike some of our competitors, our primary processing and rail loading facilities are located in close proximity to the mine site, which limits the need for us to truck sand on public roads between the mine and the production facility, between wet and dry processing facilities, or from the processing facility to rail loading facilities. Our on-site transportation assets include approximately nine miles of rail track in a triple-loop configuration and four railcar loading facilities that are connected to athe Class I rail line owned by Canadian Pacific.Pacific Railway. This enables us to simultaneously accommodate multiple unit trains and significantly increases our efficiency in meeting our customers’ frac sand transportation needs. Additionally, we have our unit train capable transload facility approximately three miles from the Oakdale facility in Byron Township, Wisconsin, which provides us with the ability to ship sand to our customers on the Class I Union Pacific rail network. We believe that we are the only sand facility in Wisconsin that has dual served rail capabilities, which should create competition among our rail carriers and allow us to provide more competitive logistics options for our customers.

Reworded

Our Ottawa facility also has a large high-quality reserve base of primarily fine-mesh sand that is contiguous to the production facility and in close proximity to our Peru transload facility located on the BNSF railway. We have approximately 126125 million tons of proven and probable reserves, and an estimated life of mine of approximately 105149 years, based on expected sales volumes. Our owned Peru transload facility provides direct access to the BNSF rail line and has significant logistics assets to support our Ottawa operations. This facility is capable of handling multiple unit trains simultaneously and provides access to operating basins in the Westernwestern United States. Additionally, the CSX and BNSF rail lines,line, as well as diversified industrial manufacturersand commercial customers in the greater Chicago area and other Midwestern metropolitan markets are within short trucking distances.

Reworded

From our three operating facilities of Oakdale, Ottawa and Blair, we have direct access to four Class I rail lines and all Class I rail lines within the United States and Canada. We believe this allows us to deliver frac sand to all operating basins in North America on a sustainable, efficient and cost-effective basis. We expect to continue to capitalize onthe logistics networks of our three operating facilities logistics networks to maximize our product shipments, increase our railcar utilization and lower our transportation costs.

Reworded

In the fourth quarter of 2021, we expanded our product line to begin offering sand through IPS. In 2023, we completed the installation of blending and cooling assets at our Ottawa, Illinois facility that we believe will provide new opportunities to increase our customer base in the IPS business. We expect to continue to expand and diversify to serve the major industrial markets throughout North America, including glass, foundry, building products, filtration, geothermal, renewables, ceramics, turf & landscape, retail, recreationretail and morerecreational in 2025.uses.

Reworded

Demand for frac sand has continued todeclined moderately increase during 2024.2025. According to Spears and Associates, Inc. (“Spears”),Spears, North America proppant demand increaseddecreased by 7%approximately in 20242% compared to 2023,2024. mirroringDespite anlower improvingdrilling hydraulicand fracturingcompletion market.activity The primary drivers forduring the increaseyear, inoverall frac sand usagedemand areremained increasedrelatively stable, supported by longer lateral well lengths and increased sand volume of sand per linear foot of lateral well. TheFrac trendsand demand is expected to increase moderately in 20252026. asIn well. Additionally,addition, demand may increasecontinue to grow over the next five years, which may be driven by increasedexpected increases in natural gas demand to support expanded LNG export capacity of LNG and potential increasedincremental power demand forfrom data centers.

Reworded

Supplies of high-quality Northern White frac sand are limited to select areas, predominantly in western Wisconsin and limited areas of MinnesotaMinnesota, Illinois and Illinois.Missouri. We believe the ability to obtain large contiguous reserves in these areas is a key constraint and can be an important supply consideration when assessing the economic viability of a potential frac sand processing facility. Further constraining the supply and throughput of Northern White frac sand is that not all of the large reserve mines have on-site excavation, processing or logistics capabilities, which impact the long-term competitiveness of these mines due to lower efficiency and higher cost structures. Historically, much of the capital investment in Northern White frac sand mines was used for the development of coarser deposits in western Wisconsin, which is inconsistent with the increasing demand for finer mesh frac sand in recent years. As such, we’ve seen competitors in the Northern White frac sand market reduce their capacity by shuttering or idling operations due to the shift to finer sands in hydraulic fracturing of oil and natural gas wells and due to lower cost regional sand sources that has eroded the ongoing economic viability of mines with coarser reserve deposits and inefficient mining and logistics facilities.

Reworded

In 2021, we started several strategic initiatives to take advantage of the market downturn to set ourselves up for success in future years. These initiatives primarily consisted of growing our asset base and product offerings. We have increased the size of our terminal network by opening our Waynesburg, Pennsylvania transloading terminal in 2022, expanding it in 2023, andcommencing addingoperations at two transloading terminals at Minerva, Ohio and Dennison, Ohio.Ohio in 2024 and expanding the Dennison terminal in 2025. With these three terminals in the Appalachian Basin, we believe we are one of the premier providers of low-cost high-quality Northern White Sand into this key market. The Ohio terminals became operational in 2024 and have allowed us to expand our product and logistics offerings in the Utica Formation. We also increased our production capacity with our acquisition of the Blair, Wisconsin mine and processing facility in 2022. This facility, which has approximately 2.9 million tons of total annual sand processing capacity, contains an onsite, unit train capable rail terminal with access to the Class 1 Canadian National Railway and became operational in the second quarter of 2023. With this acquisition, we now have direct access to four Class I rail lines and the ability to access all Class 1 rail lines within the United States and Canada.

Reworded

We expect the demand for frac sand in 20252026 to continue to bemoderately at healthy levels.increase. We believe higher demand driven by increased laterals and higher amounts of sand per well completed should lead to sand prices remaining relatively stable in 2025.2026.

Reworded

BeginningIn inrecent 2021 and continuing throughout 2024,years, exploration and production companies have been more disciplined in their drilling activity which has led to less volatility in supply and demand imbalanceof oil and natural gas which has stabilized oil and natural gas prices at higherlevels levels.sufficient to support consistent drilling and completion activity. Demand for both frac sand and our SmartSystems is influenced by the number of oil and natural gas wells being drilled and completed, as well as the types of wells that are completed and the volume of sand being used in each well. We expect the BakkenBakken, Marcellus and MarcellusUtica shale formations as well as the Montney and DouvernayDuvernay shale basins in Canada to continue to be key markets for us and we look to expand our market share in these key areas through our current strategic initiatives.

Added

Additionally, growth in AI-driven data centers is expected to indirectly support increased demand for frac sand by driving incremental natural gas consumption and, in turn, increased levels of natural gas drilling and completion activity. As natural gas needs increase to meet rising power demand, producers may increase development in key shale basins, leading to higher well completions and greater use of frac sand.

Added

Year Ended December 31, 2025 compared to the Year Ended December 31, 2024:

Added

Total revenue was $330.2 million for the year ended December 31, 2025 compared to $311.4 million for the year ended December 31, 2024.

Added

Sand revenue for the year ended December 31, 2025 increased by 7% to $325.8 million generated from 5.4 million tons of sand sold, as compared to sand revenue for the year ended December 31, 2024 of $303.6 million generated from 5.3 million tons of sand. The increase in sand revenue was primarily due to a 3% increase in sand volumes and slightly increased sand pricing from 2024 to 2025. Sand revenue for the years ended December 31, 2025 and 2024 also included $4.4 million and $4.8 million, respectively, related to contractual charges for tons sold in excess of certain contractual thresholds.

Added

SmartSystems revenue was $4.4 million for the year ended December 31, 2025, a decline from $7.8 million for the year ended December 31, 2024. The decline was due to lower overall utilization of our SmartSystems fleet in 2025.

Added

Sand cost of goods sold was $287.8 million and $258.8 million, for the years ended December 31, 2025 and December 31, 2024, respectively. The increase was primarily due to higher volumes sold and the related increase in production costs and freight and transloading costs.

Added

SmartSystems cost of goods sold was $4.5 million and $7.7 million, for the years ended December 31, 2025 and December 31, 2024, respectively. The decrease was primarily due to decreased costs associated with lower overall utilization of our SmartSystems fleet in 2025.

Added

Gross profit was $37.9 million and $44.8 million for the years ended December 31, 2025 and December 31, 2024, respectively. The decrease in gross profit for the year ended December 31, 2025 was primarily due to higher freight and delivery costs as well as increased production costs.

Added

Operating expenses were $42.3 million and $41.8 million for the years ended December 31, 2025 and December 31, 2024, respectively. Overall, selling, general and administrative costs increased $2.4 million primarily due to increased wages and benefits and a $1.0 million payment to one of our utility providers to support planned growth at our Oakdale facility. The gain on disposal of assets of $0.6 million for the year ended December 31, 2025 was primarily related to the sale of vacant land that was part of a previous acquisition. The loss on the disposal of assets of $1.1 million for the year ended December 31, 2024 was primarily related to the closing our Saskatoon, Canada manufacturing facility and relocating it to the United States.

Added

Other Expense / Income

Added

We incurred $1.5 million and $1.8 million of net interest expense for the years ended December 31, 2025 and 2024, respectively.

Added

Income tax benefit was $6.9 million for the year ended December 31, 2025 compared to income tax benefit of $2.7 million for the year ended December 31, 2024. For the years ended December 31, 2025 and 2024, our effective tax rate was approximately 124.1% and (1087.3)%, respectively. The computation of the effective tax rate for the years ended December 31, 2025 and 2024 included modifications from the statutory rate such as income tax credits, depletion deductions, and state taxes, NOL carrybacks and carryforwards, and the partial release of the reserve for uncertain tax positions in 2025, among other items.

Added

Net Income

Added

Net income was $1.3 million for year ended December 31, 2025 compared to net income of $3.0 million for the year ended December 31, 2024. The change in net income is attributable to an increase in volumes sold with slightly increased pricing offset by the increase in cost of goods sold due to increased freight and transloading costs. Additionally, a larger benefit from income taxes was recorded in the current period.

Reworded

Gross profit was $44.8 million and $41.6 million for the years ended December 31, 2024 and December 31, 2023, respectively. The increase in gross profit for the year ended December 31, 2024 was primarily due to higher sand sales volumes which was partially offset by lower average sale prices of our sand relative to the cost to produce and deliver products to our customers.

Reworded

Operating expenses were $41.8 million and $43.1 million for the years ended December 31, 2024 and December 31, 2023, respectively. Overall, selling, general and administrative costs declined as management continued to focus on cost-cutting measures. Royalties increased due to higher volumes sold for the year ended December 31, 2024 and bank and legal fees were higher as we completed debt refinancing in 2024. Wages, maintenance and insurance costs declined, driven by management efforts to reduce costs. The loss on disposal of assets of $1.1 million for the year ended December 31, 2024 was primarily related to closing our Saskatoon, Canada manufacturing facility and relocating it to the United States. The loss on the disposal of assets of $1.8 million for the year ended December 31, 2023 was primarily related to the reconfiguration of one of our wet plants to increase the efficiency of its operations.

Reworded

We incurred $1.8 million and $1.3 million of net interest expense for the years ended December 31, 2024 and 2023, respectively. We recorded a $1.3 million loss on extinguishment of debt for the year ended December 31, 2024 related to the payoff of theprevious Oakdalefixed-rate facility,debt, which was refinanced with the VFI Equipment Financing.

Reworded

Income tax benefit was $2.7 million for the year ended December 31, 2024 compared to income tax benefit of $6.9 million for the year ended December 31, 2023. For the years ended December 31, 2024 and 2023, our effective tax rate was approximately (1087.3)% and 306.4%, respectively.respectively, based on the annual effective tax rate net of discrete federal and state taxes. The computation of the effective tax rate for the yearsyear ended December 31, 2024 and 2023 included modifications from the statutory rate such as income tax credits, depletion deductions, and state taxes, NOL carrybacks and carryforwards,carryforwards and state income taxes, among other items.

Removed

Net Income (Loss)

Removed

Net income was $3.0 million for year ended December 31, 2024 compared to net income of $4.6 million for the year ended December 31, 2023. The change in net income is attributable to an increase in operating income of $4.5 million, which was attributable to an increase in total sand volumes sold and lower operating expenses, partially offset by smaller benefit from income taxes recorded in the current period.

Removed

Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022:

Removed

Total revenue was $296.0 million for the year ended December 31, 2023 compared to $255.7 million for the year ended December 31, 2022.

Removed

Sand revenue for the year ended December 31, 2023 was $287.5 million on approximately 4.5 million tons of sand compared to sand revenue for the year ended December 31, 2022 of $249.3 million on approximately 4.3 million tons of sand. The increase in revenue for 2023 was a result of higher total volumes sold and higher sand prices. Sand volumes increased by 4% from 2022 to 2023. Additionally sand prices increased in 2023 due to a shift in supply and demand, which we believe was driven by increased prices in oil and natural gas leading to increased completion activity of new oil and natural gas wells.

Removed

SmartSystems revenue was $8.5 million for the year ended December 31, 2023, which was an increase from $6.4 million for the year ended December 31, 2022, primarily attributable to higher overall utilization of our SmartSystems fleet in 2023.

Removed

Sand cost of goods sold was $247.2 million and $220.0 million, for the years ended December 31, 2023 and December 31, 2022, respectively. The increase was primarily due to higher volumes sold and the related increase in production costs and freight costs that accompany higher volumes.

Removed

SmartSystems cost of goods sold was $7.2 million and $6.1 million, for the years ended December 31, 2023 and December 31, 2022, respectively. The increase in costs was primarily attributable to higher overall utilization of our SmartSystems fleet in 2023.

Removed

Gross profit was $41.6 million and $29.6 million for the years ended December 31, 2023 and 2022, respectively. The increase in gross profit for the year ended December 31, 2023 was primarily due to higher sales volumes and higher average sale prices of our sand relative to the cost to produce and deliver products to our customers.

Removed

Operating expenses were $43.1 million and $32.7 million for the years ended December 31, 2023 and December 31, 2022, respectively. Selling, general and administrative expenses increased to $38.7 million for the year ended December 31, 2023, as compared to $30.8 million for the year ended December 31, 2022, primarily due to increased staffing to support our expanded operations, higher maintenance costs, royalty payments, insurance, and other costs primarily related to the addition of our Blair facility. In 2023, we recorded a $1.8 million net loss on disposal of fixed assets, which was primarily due to a reconfiguration of one of our wet plants to increase the efficiency of its operations.

Removed

Interest Expense

Removed

We incurred $1.3 million and $1.6 million of net interest expense for the years ended December 31, 2023 and 2022, respectively.

Removed

Income tax benefit was $6.9 million for the year ended December 31, 2023 compared to income tax benefit of $3.2 million for the year ended December 31, 2022. For the years ended December 31, 2023 and 2022, our effective tax rate was approximately 306.4% and 82.0%, respectively, based on the annual effective tax rate net of discrete federal and state taxes. The computation of the effective tax rate for the year ended December 31, 2023 and 2022 included modifications from the statutory rate such as income tax credits, depletion deductions, NOL carrybacks and carryforwards and state income taxes, among other items.

Reworded

Net Income was $4.6$3.0 million for year ended December 31, 20232024 compared to net lossincome of $(0.7)$4.6 million for the year ended December 31, 2022.2023. The increasechange in net income is attributable to an increase in operating income of $4.5 million which was attributable to an increase in total sand volumes sold and higherlower averageoperating sale prices of our sand, which wasexpenses, partially offset by higher operating costs due to the opening of the Blair facility. Additionally, a largersmaller benefit from income taxes was recorded in the current period.2024.

Reworded

Gross profit is the GAAP measure most directly comparable to contribution margin. Contribution margin should not be considered an alternative to gross profit presented in accordance with GAAP. We believe contribution margin is a meaningful measure because it provides an operating and financial measure of our ability to generate margin in excess of our operating cost base. Because contribution margin may be defined differently by other companies in our industry, our definition of contribution margin may not be comparable to similarly titled measures of other companies, thereby diminishing its utility. The following table presents a reconciliation of contribution margin to gross profit.

Added

Contribution margin was $65.1 million, or $11.96 per ton sold, for the year ended December 31, 2025 compared to $71.7 million, or $13.62 per ton sold, for the year ended December 31, 2024. The decrease in overall contribution margin for the year ended December 31, 2025, as compared to the prior year, was primarily due to the increase in logistics costs due to higher sales volumes, the delivery location of our sales and increased mining costs.

Removed

Contribution margin was $67.0 million, or $14.85 per ton sold, for the year ended December 31, 2023 compared to $54.6 million, or $12.61 per ton sold, for the year ended December 31, 2022. The increase in overall contribution margin and contribution margin per ton sold for the year ended December 31, 2023, as compared to the prior year, was primarily due to higher sales volumes and higher average sale prices, production cost savings, partially offset by higher freight costs.

Reworded

We define EBITDA as net income, plus: (i) depreciation, depletion and amortization expense; (ii) income tax expense (benefit) and other results of operations based taxes; and (iii) interest expense. We define Adjusted EBITDA as EBITDA, plus: (i) gain or loss on sale of fixed assets or discontinued operations; (ii) integration and transition costs associated with specified transactions; (iii) equity compensation; (iv) acquisition and development costs; (v) non-recurring cash charges related to restructuring, retention and other similar actions; (vi) earn-out, contingent consideration obligations and other acquisition and development costs; and (vii) non-cash charges and unusual or non-recurring charges. Adjusted EBITDA is used as a supplemental financial measure by management and by external users of our financial statements, such as investors and commercial banks, to assess:

Reworded

(1) Represents costs incurred related to the business combinations and current development project activities. The year ended December 31, 2025 includes a $1,000 payment to one of our utility providers to support planned growth at our Oakdale facility. The year ended December 31, 2024 includes $308 related to a disposal from the Eagle Materials acquisition. The year ended December 31, 2023 includes $271 of costs related to the asst acquisition of the Blair facility and $274 related to the Minerva, Ohio terminal.

Added

Adjusted EBITDA was $29.9 million for the year ended December 31, 2025 compared to $38.8 million for the year ended December 31, 2024. The decrease in Adjusted EBITDA for the year ended December 31, 2025, as compared to the prior year, was primarily due to higher logistics costs due to the delivery location of frac sand sales and higher mining costs.

Removed

Adjusted EBITDA was $33.3 million for the year ended December 31, 2023 compared to $28.9 million for the year ended December 31, 2022. The increase in Adjusted EBITDA for the year ended December 31, 2023, as compared to the prior year, was primarily due to higher sales volumes and production costs savings, partially offset by higher freight costs.

Added

Free cash flow was $32.5 million for the year ended December 31, 2025. Net cash provided by operating activities increased to $44.1 million in 2025, compared to $17.9 million in 2024, primarily due to higher cash generated from increased sales volumes, a customer payment of $9.2 million related to prior year contractual volume targets, of which $4.8 million was included in the prior year’s unbilled receivables balance, and a customer prepayment of $9.8 million for sand sales for 2026, currently in deferred revenue. Capital expenditures for the year ended December 31, 2025 were $11.6 million compared to $7.0 million for the year ended December 31, 2024, primarily due to increased growth-related capital spent in 2025.

Showing the first 60 of 77 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-11 (period ending 2026-06-30) with 10-Q filed 2026-05-12 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

0new paragraphs
0removed paragraphs
0reworded paragraphs
31 → 31words in section

The section in the latest 10-Q reads in full:

There have been no material changes to the risk factors described in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.

No wording changes found in this section.

Full comparison: every changed paragraph (0)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

28new paragraphs
7removed paragraphs
28reworded paragraphs
5,452 → 6,321words in section

New heading “Interest Expense, net”

New heading “Income Tax Expense (Benefit)”

New heading “Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025”

New heading “Cost of Goods Sold”

New heading “Operating Expenses”

New heading “Interest Expense, net”

Removed heading “10b5-1 Trading Plan”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text
“Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025”
see in full comparison
New text
“Income Tax Expense (Benefit)”
see in full comparison
New text
“Interest Expense, net”
see in full comparison
New text
“Interest Expense, net”
see in full comparison
Removed text
“10b5-1 Trading Plan”
see in full comparison
New text
“Cost of Goods Sold”
see in full comparison
Full comparison: every changed paragraph (63)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Reworded

We incorporated in Delaware in July 2011 and began operations at our Oakdale, Wisconsin facility with 1.1 million tons of annual processing capacity in July 2012. After several expansions, our current annual processing capacity at our Oakdale facility, which has access to both the Canadian Pacific and Union Pacific rail networks, is approximately 5.5 million tons. In 2020, we acquired our Ottawa, Illinois mine and processing facility, which has an annual processing capacity of approximately 1.6 million tons and access to the Burlington Northern Santa Fe rail network. In March 2022, we acquired our Blair, Wisconsin mine and processing facility, which has approximately 2.9 million tons of annual processing capacity and contains an onsite, unit train capable rail terminal with access to the Class I Canadian National Railway. We commenced operations at the Blair facility in May 2023. In total, we have annual processing capacity of approximately 10.0 million tons across all of our operating facilities.

Reworded

We expandedhave steadily grown our IPS productbusiness linesince its inception in 2023late by completing the installation of blending and cooling equipment at our Ottawa, Illinois facility, which we believe provides new opportunities to increase our customer base in the IPS business.2021. We expect to continue to expand and diversify to serve the major industrial markets throughout North America, including glass, foundry, building products, filtration, geothermal, renewables, ceramics, turf & landscape, retail and recreational uses.

Reworded

Our historical results of operations and cash flows may not be indicative of results of operations and cash flows to be expected in the future. Events such as the ongoing conflicts in Ukraine and the Middle East, rapidly changing trade policies between the United States and other countries, the management of strategic petroleum reserves in various countries, and periodic output changes by the Organization of the Petroleum Exporting Countries may affect oil and natural gas prices and create volatility in the oilfield service sector. Recent U.S. actions in Iran and Venezuela have added uncertainty to global crude supply, pricing and market dynamics, which may indirectly affect demand for frac sand and related services. Anticipated increasing demand for natural gas in North America to support increased LNG export capacity and power generation needs for new data center development may impact the demand for frac sand.

Reworded

Our sales into Mexico and Canada are currently exempt from tariffs. Although our sales into Canada were subject to tariffs in the beginning ofearly 2025, a Surtax Remission Order eliminated such tariffs on our sand. Should the tariff rates change, we anticipate that our customers would be responsible for the increased cost, which may result in customers sourcing their sand needs from other suppliers within their own countries. We are currently unable to estimate the effect of current or future events on our future financial position and results of operations. Therefore, we give no assurances that these events will not have a material adverse effect on our financial position or results of operations.

Reworded

During 2025 and the first quarterhalf of 2026, we experienced an increase in the volume of sand sold as customers increased their activity. There have also been modest sand pricing fluctuations over the periods presented, but we believe the fluctuation is consistent with other products in the oilfield services sector. We believe the demand for frac sand will continue to moderately increase, driven by long-term demand for natural gas in North America and continued efforts by oil and natural gas producers to increase the efficiency of well completions and the increased production per well completed, which is leading to increased volume of sand per linear foot of lateral well. Frac sand demand may also increase over the next five years,years due to higher levels of drilling and completion of natural gas wells to supply natural gas for increased export capacity of liquefied natural gas (“LNG”) and increased power demand for data centers. North American LNG export capacity is currently expected to grow by over 50% by 2030. Artificial intelligence (“AI”) facilities are being planned in various locations across North America, including near the Marcellus region. Developers of AI facilities are looking for locations near existing natural gas wells, water, infrastructure and peoplelabor to be able to directly source some of their power supply needs. We are watching AI and LNG export capacity growth closely as a potential long-term driver of demand for our frac sand products and logistical services.

Reworded

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025

Reworded

Revenues were $93.1$115.1 million and tons sold were approximately 1,492,0001,864,000 for the three months ended MarchJune 31,30, 2026. Revenues for the three months ended MarchJune 31,30, 2025 were $65.6$85.8 million, during which time we sold approximately 1,069,0001,424,000 tons of sand. The key factors contributing to the changeincrease of $29.3 million in revenues for the three months ended MarchJune 31,30, 20262026, as compared to the three months ended MarchJune 31,30, 20252025, were asan follows:approximate 31% increase in total sales volumes and slightly higher sand pricing.

Removed

•Sand revenue increased to $92.5 million for the three months ended March 31, 2026 versus $64.5 million for the three months ended March 31, 2025. Total volumes increased by approximately 40% and sand pricing per ton was slightly higher in the current period.

Removed

•SmartSystems revenue was approximately $0.6 million for the three months ended March 31, 2026 compared to $1.1 million for the three months ended March 31, 2025. The decline in SmartSystems revenue was due to lower utilization of our SmartSystems fleet.

Reworded

Cost of goods sold was $87.0$95.2 million and $62.8$76.8 million for the three months ended MarchJune 31,30, 2026 and March 31, 2025, respectively. The increase in cost of goods sold for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, was primarily due to higher volumes sold in the current period and the related increase in mining, production costs,and freight and transloading costs.

Reworded

Gross profit was $6.1 million and $2.8$19.8 million for the three months ended MarchJune 31,30, 20262026, andcompared Marchto 31,$9.0 2025, respectively. The gross profitmillion for the three months ended MarchJune 31,30, 2025. The increase in profitability for the three months ended June 30, 2026 was higher,as compared to the three months ended MarchJune 31,30, 2025,2025 was primarily due primarily to higher sales volumes. As volumes increased, incremental tons sold contributed to higher margins, resulting in thea currentgross period.profit increase that outpaced revenue on a percentage basis.

Reworded

Selling, general and administrative expenses wereincreased $10.7to $9.4 million for the three months ended MarchJune 31,30, 2026 compared to $9.2$9.1 million for the three months ended MarchJune 31,30, 2025. The increase in selling, general and administrative expenses was drivenprimarily bydue increasedto wageshigher androyalty royaltiesexpense onassociated with higher sales volumes. The gain on disposal of assets of $0.3 millionvolumes for the three months ended MarchJune 31,30, 2026 was primarily related to disposals of heavy equipment.2026.

Added

Interest Expense, net

Reworded

We incurred $0.3 million and $0.3 million of net interest expense for both the three months ended MarchJune 31,30, 2026 and March2025, 31, 2025.respectively.

Added

Other Income

Added

Other income was $0.5 million and $0.1 million for the three months ended June 30, 2026 and 2025, respectively. The increase in other income was primarily attributable to a $0.4 million equipment cost recovery related to previously incurred costs.

Added

Income Tax Expense (Benefit)

Added

For the three months ended June 30, 2026 and 2025, our effective tax rate was approximately 0.5% and 6643.1%, respectively. We are required to record our interim period income tax expense (benefit) in accordance with GAAP, which requires that we estimate our full year effective tax rate and apply that rate to the net income for the period. Our effective tax rate includes modifications from the statutory rate for items such as income tax credits, tax depletion deduction, valuation allowance, and state taxes, among other items. The biggest driver of our income tax expense (benefit) is our depletion deduction calculation, which is not directly related to the net income of our Company. This tax deduction has an equally large effect on our income tax rate, which is the basis for the quarterly income tax expense (benefit) calculation. We do not expect to be a payer of federal income tax in 2026 and we expect to pay an immaterial amount of state income taxes in 2026. Because of the difference between income tax recorded on a GAAP basis and the cash taxes we expect to pay, we use additional non-GAAP performance measures of contribution margin, adjusted EBITDA, and free cash flow to evaluate our results of operations.

Added

As of June 30, 2026, we have recorded a liability for uncertain tax positions included in our balance sheet, related to our depletion deduction methodology. As of June 30, 2026, we determined that it is more likely than not that we will not be able to fully realize the benefits of certain existing deductible temporary differences and have recorded a partial valuation allowance against the gross deferred tax assets, which is included in liabilities, long-term, net on our balance sheet, and a corresponding increase to the income tax expense on our condensed consolidated statement of operations.

Added

Net Income

Added

Net income was $10.2 million for the three months ended June 30, 2026 as compared to net income of $21.4 million for the three months ended June 30, 2025. Gross profit increased in the current period primarily due to higher sales volumes and modest pricing improvements, which was offset by the increase in cost of goods sold associated with those volumes. Our income tax expense (benefit) further contributed to the difference in net income between the current and prior year periods.

Added

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Added

The following table summarizes our revenue and expenses for the periods indicated.

Added

Revenues

Added

Revenues were $208.2 million and tons sold were approximately 3,356,000 for the six months ended June 30, 2026. Revenues for the six months ended June 30, 2025 were $151.3 million, during which time we sold approximately 2,493,000 tons of sand. The key factors contributing to the change in revenues for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 were as follows:

Added

•Sand revenue increased to $206.3 million for the six months ended June 30, 2026 versus $149.1 million for the six months ended June 30, 2025. Total volumes increased by approximately 35% and sand pricing per ton was slightly higher in the current period.

Added

•SmartSystems revenue was approximately $1.8 million for the six months ended June 30, 2026 compared to $2.3 million for the six months ended June 30, 2025. The decline in SmartSystems revenue was due to lower utilization of our SmartSystems fleet.

Added

Cost of Goods Sold

Added

Cost of goods sold was $182.2 million and $139.6 million for the six months ended June 30, 2026 and June 30, 2025, respectively. The increase was primarily due to higher volumes sold in the current period and the related increase in mining, production and freight costs.

Added

Gross Profit

Added

Gross profit was $25.9 million and $11.7 million for the six months ended June 30, 2026 and June 30, 2025, respectively. The gross profit for the six months ended June 30, 2026 was higher, compared to the six months ended June 30, 2025, due primarily to higher sales volumes at slightly higher selling prices in the current period.

Added

Operating Expenses

Added

Selling, general and administrative expenses were $20.1 million for the six months ended June 30, 2026 compared to $18.4 million for the six months ended June 30, 2025. The increase in selling, general and administrative expenses was driven primarily by increased royalty expense associated with higher sales volumes. The gain on disposal of assets of $0.5 million for the six months ended June 30, 2026 was related to disposals of heavy equipment.

Added

Interest Expense, net

Added

We incurred $0.6 million and $0.7 million of net interest expense for the six months ended June 30, 2026 and June 30, 2025, respectively.

Added

Other Income

Added

Other income was $0.6 million and $0.2 million for the six months ended June 30, 2026 and June 30, 2025, respectively. The increase in other income was primarily attributable to a $0.4 million equipment cost recovery related to previously incurred costs.

Reworded

For the threesix months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, our effective tax rate was approximately 23.3%(21.6)% and (233.6)%,62.6%, respectively. We are required to record our interim period income tax (benefit) expense in accordance with GAAP, which requires that we estimate our full year effective tax rate and apply that rate to the net income for the period. Our effective tax rate includes modifications from the statutory rate for items such as income tax credits, tax depletion deduction, valuation allowance, and state taxes, among other items. The biggest driver of our income tax (benefit) expense is our depletion deduction calculation, which is not directly related to the net income of our Company. This tax deduction has an equally large effect on our income tax rate, which is the basis for the quarterly income tax (benefit) expense calculation. We do not expect to be a payer of federal income tax in 2026 and we expect to pay an immaterial amount of state income taxes in 2026. Because of the difference between income tax recorded on a GAAP basis and the cash taxes we expect to pay, we use additional non-GAAP performance measures of contribution margin, adjusted EBITDA, and free cash flow to evaluate our results of operations.

Reworded

As of MarchJune 31,30, 2026, we have recorded a liability for uncertain tax positions included on our balance sheet, related to our depletion deduction methodology. As of MarchJune 31,30, 2026, we determined that it is more likely than not that we will not be able to fully realize the benefits of certain existing deductible temporary differences and have recorded a partial valuation allowance against the gross deferred tax assets, which is included in liabilities, long-term, net on our balance sheet, and a corresponding increase to the income tax expense on our condensed consolidated statements of operations.

Reworded

Net Income (Loss)

Added

Net income was $6.3 million for the six months ended June 30, 2026 as compared to net loss of $2.8 million for the six months ended June 30, 2025. Net income improved in the current period primarily due to higher sales volumes partially offset by an increase in cost of goods sold and operating expenses. Our income tax (benefit) expense further contributed to the difference in net income between the current and prior year periods.

Removed

Net loss was $3.9 million for the three months ended March 31, 2026 as compared to net loss of $24.2 million for the three months ended March 31, 2025. Net loss decreased in the current period primarily due to a decrease in our income tax (benefit) expense. Income tax (benefit) expense often distorts our results of operations due to variances between amounts recorded for GAAP and the amount we pay in a reporting period. We calculate our income tax expense as required by GAAP, but we do not expect to be a payer of any material income taxes for the full year 2026. Because of the difference between income tax recorded on a GAAP basis and the cash taxes we expect to pay, we use non-GAAP measures of contribution margin, adjusted EBITDA, and free cash flow as measures of our performance.

Reworded

Contribution margin was $13.2$27.1 million and $9.6$15.8 million, or $8.84$14.54 and $8.96$11.08 per ton sold, for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Contribution margin was higher$40.3 million and $25.4 million, or $12.01 and $10.17 per ton sold, for the six months ended June 30, 2026 and 2025, respectively. The increase for the three and six months ended June 30, 2026, compared to theJune same period in30, 2025 was primarily due to increased sales volumes at a slightly higher average selling price.prices. Incremental tons sold generated higher contribution margin and improved contribution margin per ton.

Reworded

We define EBITDA as net income, plus: (i) depreciation, depletion and amortization expense; (ii) income tax expense (benefit) and other results of operations based taxes; and (iii) interest expense. We define adjusted EBITDA as EBITDA, plus: (i) gain or loss on sale of fixed assets or discontinued operations; (ii) integration and transition costs associated with specified transactions; (iii) equity compensation; (iv) acquisition and development costs; (v) non-recurring cash charges related to restructuring, retention and other similar actions; (vi) earn-out, contingent consideration obligations; and (vii) non-cash chargesitems and unusual or non-recurring charges.items. Adjusted EBITDA is used as a supplemental financial measure by management and by external users of our financial statements, such as investors and commercial banks, to assess:

Reworded

We believe that our presentation of EBITDA and Adjusted EBITDA will provide useful information to investors in assessing our financial condition and results of operations. Net income is the GAAP measure most directly comparable to EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA should not be considered alternatives to net income presented in accordance with GAAP. Because EBITDA and Adjusted EBITDA may be defined differently by other companies in our industry, our definitions of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. The following table presents a reconciliation of net income (loss) to EBITDA and Adjusted EBITDA for each of the periods indicated.

Reworded

Adjusted EBITDA was $3.8$18.7 million for the three months ended MarchJune 31,30, 2026 compared to $1.4$7.8 million for the three months ended MarchJune 31,30, 2025. Adjusted EBITDA was $22.4 million for the six months ended June 30, 2026 compared to $9.2 million for the six months ended June 30, 2025. The increase in adjusted EBITDA for the three and six months ended MarchJune 31,30, 2026, compared to the same period in 2025,2025 was primarily duedriven toby higher sales volumes of sand sold.sold, while keeping operating expenses at relatively consistent levels.

Reworded

Free cash flow was $0.8$(1.4) million for the three months ended MarchJune 31,30, 2026 compared to $5.2$(7.8) million for the three months ended MarchJune 31,30, 2025. Free cash flow was $(0.5) million for the six months ended June 30, 2026 compared to $(2.6) million for the six months ended June 30, 2025. The decreaseincrease in free cash flow for the three and six months ended MarchJune 31,30, 2026 was primarily due to lowerpositive cash flowflows from operating activities,activities drivendue to the increased sales volume activity and higher conversion of working capital to cash offset by theincreased differencecapital between cash received and revenue recognized related to significant customer prepayments receivedexpenditures in the priorperiod. quarterHigher sales volumes can create short-term working capital pressure as the cost to produce and recognizeddeliver asour revenuesand inare thepaid currentbefore quarter.our receivables are collected.

Reworded

Our primary sources of liquidity are cash flow generated from operations and availability under our FCB ABL Credit Facility and other equipment financing sources. As of MarchJune 31,30, 2026, cash on hand was $19.5$10.2 million and we had $30.0 million in undrawn availability on our FCB ABL Credit Facility.

Added

On July 16, 2026, our Board of Directors declared a special dividend of $0.10 per share of common stock, which will be paid on August 12, 2026 to stockholders of record at the close of business on July 28, 2026. The dividend payment will return approximately $4.2 million to shareholders.

Reworded

Share Repurchase Program and 10b5-1 Trading Plan

Reworded

On February 23, 2026, our Board of Directors approved a two-year share repurchase program under which we may purchase up to $20.0 million of our common stock (the “New Repurchase Program”). The New Repurchase Program went into effect on April 3, 2026 upon the expiration of our previous share repurchase program and will continue through April 2, 2028. Pursuant to the New Repurchase Program, we may repurchase our ordinary shares from time to time, in amounts, at prices and at such times as management deems appropriate, subject to market conditions and other considerations. Management 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 us to acquire any particular amount of ordinary shares, and the New Repurchase Program may be modified or suspended at any time at our discretion. No repurchases have been made under the New Repurchase Program.

Added

On May 15, 2026, we entered into a written trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. We implemented this written trading plan in connection with our New Repurchase Program. The trading plan permitted the purchase of up to a total of $2.5 million of our shares (including commissions). The number of shares of Company common stock to be purchased on any purchase day was up to the maximum daily target volume allowable under Rule 10b-18 of the Exchange Act. We repurchased $2.5 million of shares under this 10b5-1 Trading Plan during the three months ended June 30, 2026.

Removed

10b5-1 Trading Plan

Removed

On March 3, 2026, we entered into a written trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. We implemented this written trading plan in connection with our Repurchase Program. The trading plan permitted the purchase of up to a total of $2.5 million of our shares (including commissions). The number of shares of Company common stock to be purchased on any purchase day was up to the maximum daily target volume allowable under Rule 10b-18 of the Exchange Act. We repurchased $1.5 million of shares under this 10b5-1 Trading Plan during the three months ended March 31, 2026.

Removed

On November 20, 2025, we entered into a written trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. We implemented this written trading plan in connection with our Repurchase Program. The trading plan permitted the purchase of up to a total of $2.5 million of our shares (including commissions). The number of shares of Company common stock to be purchased on any purchase day was up to the maximum daily target volume allowable under Rule 10b-18 of the Exchange Act. No shares were repurchased under this 10b5-1 Trading Plan. The 10b5-1 Trading Plan was terminated in March 2026.

Reworded

We expect full year 2026 capital expenditures to be between $15.0 million and $20.0 million, excluding acquisitions, consisting primarily of capital to open new mining areas for development and efficiency projects at our Oakdale, Blair and Ottawa facilities. We expect to fund these capital expenditures with existing cash from operations, equipment financing options available to us or borrowings under the FCB ABL Credit Facility.

Reworded

Our debt facilities include the VFI Equipment Financing, various notes payable and our FCB ABL Credit Facility. Our VFI Equipment Financing is secured by a substantial portion of our SmartSystems equipment. The outstanding balance under the VFI Equipment Financing as of MarchJune 31,30, 2026 was $6.1$5.5 million. Minimum cash payments on this facility for the remainder of 2026 are anticipated to be $2.2$1.5 million. Our various notes payable are primarily secured by heavy equipment. Total debt under these notes payable as of MarchJune 31,30, 2026 was $7.6$9.0 million. Minimum cash payments on these notes payable for the remainder of 2026 are anticipated to be $1.9$2.1 million. There were no outstanding borrowings on our FCB ABL Credit Facility as of MarchJune 31,30, 2026.

Reworded

We use leases primarily to procure certain office space, railcars and heavy equipment as part of our operations. The majority of our lease payments are fixed and determinable. Our operating lease liabilities as of MarchJune 31,30, 2026 were $25.0$28.7 million. Minimum cash payments on operating leases for the remainder of 2026 are anticipated to be $7.9$5.6 million.

Reworded

We had outstanding performance bonds of $20.0 million as of MarchJune 31,30, 2026.

Reworded

As of MarchJune 31,30, 2026, we had contractual obligations for the FCB ABL Credit Facility, VFI Equipment Financing, notes payable, operating and finance leases, delivery of sand, royalties and similar minimum payments for the rights to mine land, capital expenditures, asset retirement obligations, and other commitments to municipalities for maintenance.

Showing the first 60 of 63 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

SND insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 4,444 shares, about $20.0K) and open-market sales in 6 filings (4 insiders, 8 trade dates, 206,574 shares, about $1.0M). Net open-market shares: -202,130 (purchases minus sales); net value about -$989.6K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-08-24Young James Douglas
SEE REMARKS
Open-market sale 2,236$4.70 $10.5K360,821 SEC
2026-08-21Young James Douglas
SEE REMARKS
Open-market sale 19,078$4.83 $92.1K363,057 SEC
2026-08-20Young James Douglas
SEE REMARKS
Open-market sale 25,716$4.83 $124.2K382,135 SEC
2026-08-19Young James Douglas
SEE REMARKS
Grant/award 62,893— —407,851 SEC
2026-08-19Beckelman Lee E
Chief Financial Officer
Grant/award 62,893— —784,738 SEC
2026-08-19Kiszka Robert
Executive VP of Operations
Grant/award 41,929— —581,529 SEC
2026-08-19Young William John
Chief Operating Officer
Grant/award 62,893— —680,680 SEC
2026-08-19Young Charles Edwin
Director, CEO, 10% owner
Grant/award 110,063— —1,625,096 SEC
2026-08-19Whelan Ronald P
SEE REMARKS
Grant/award 41,929— —512,256 SEC
2026-08-19Green Christopher M.
Vice President of Accounting
Grant/award 12,176— —46,469 SEC
2026-08-19Speaker Andrew R
Director, SEE REMARKS
Grant/award 18,868— —996,221 SEC
2026-08-19Porcelli Francis Michael
Director
Grant/award 18,868— —762,928 SEC
2026-08-19Pawlenty Timothy
Director
Grant/award 18,868— —239,415 SEC
2026-08-19Spurlin Sharon
Director
Grant/award 18,868— —191,129 SEC
2026-08-19Young James Douglas
SEE REMARKS
Open-market sale 11,669$4.84 $56.5K344,958 SEC
2026-08-19Beckelman Lee E
Chief Financial Officer
Open-market sale 50,000$4.79 $239.5K721,845 SEC
2026-08-18Young James Douglas
SEE REMARKS
Open-market sale 16,301$4.93 $80.4K356,627 SEC
2026-08-17Spurlin Sharon
Director
Open-market sale 2,700$5.10 $13.8K172,261 SEC
2026-08-14Spurlin Sharon
Director
Open-market sale 15,000$5.06 $75.9K174,961 SEC
2026-08-14Green Christopher M.
Vice President of Accounting
Open-market sale 13,874$5.06 $70.2K34,293 SEC
2026-07-23Green Christopher M.
Vice President of Accounting
Shares withheld for tax 1,738$4.81 $8.4K48,167 SEC
2026-07-10Green Christopher M.
Vice President of Accounting
Shares withheld for tax 1,717$4.80 $8.2K49,905 SEC
2026-06-05Young Charles Edwin
Director, CEO, 10% owner
Shares withheld for tax 5,811$5.45 $31.7K1,515,033 SEC
2026-06-05Beckelman Lee E
Chief Financial Officer
Shares withheld for tax 3,321$5.45 $18.1K771,845 SEC
2026-06-05Young James Douglas
SEE REMARKS
Shares withheld for tax 2,500$5.45 $13.6K372,928 SEC
2026-06-05Young William John
Chief Operating Officer
Shares withheld for tax 3,885$5.45 $21.2K617,787 SEC
2026-06-05Whelan Ronald P
SEE REMARKS
Shares withheld for tax 2,614$5.45 $14.2K470,327 SEC
2026-06-05Kiszka Robert
Executive VP of Operations
Shares withheld for tax 2,591$5.45 $14.1K539,600 SEC
2026-05-29Whelan Ronald P
SEE REMARKS
Open-market purchase 4,444$4.50 $20.0K472,941 SEC
2026-05-26Spurlin Sharon
Director
Open-market sale 50,000$4.93 $246.5K189,961 SEC

Well-known investors holding SND (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
Two Sigma Investments COM2026-06-30394,970$2.0M0.0%Added 110%
Point72 Asset Management (Steve Cohen) COM2026-06-30144,412$739.4K—Sold out
Citadel Advisors (Ken Griffin) COM2026-06-30133,312$667.9K0.0%Added 547%
Millennium Management (Israel Englander) COM2026-06-30115,470$578.5K0.0%Reduced 76%
Renaissance Technologies COM2026-06-3056,100$281.1K0.0%Added 11%

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

Coming soon: email alerts when SND files, watchlists and downloadable comparisons.