Smart Sand Inc.

Priced a public offering of 5.95 million common shares at $17.50 each, of which 1.5 million will be sold by Smart Sand and 4.45 million will be sold by the selling stockholders. Selling stockholders will grant underwriters a 30-day option to purchase 892,500 additional shares. The net proceeds will support future capital projects and general corporate purposes. Smart Sand will not receive any net proceeds from the sale by the selling stockholders. Credit Suisse, Goldman Sachs & Co. and Jefferies are book-running managers. Additional book-running managers are Piper Jaffray & Co., Tudor, Pickering, Holt & Co. and Deutsche Bank Securities.

1.5 million will be sold by the Company and 4,450,000 shares are to be sold by the selling stockholders named in the registration statement on Form S-1 filed previously with the U.S. Securities and Exchange Commission (“SEC”). The selling stockholders have granted the underwriters a 30-day option to purchase from the selling stockholders up to an additional 892,500 shares of the Company’s common stock. The Company’s shares of common stock are traded on the NASDAQ Global Select Market under the ticker symbol “SND.” The offering is expected to close on February 7, 2017, subject to customary closing conditions.Opened a public offering of 4 million common shares, of