Smart Sand, Inc.

Previous wording

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. In total, we have annual processing capacity of approximately 10.0 million tons across all of our operating facilities.

Current wording

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. In total, we have annual processing capacity of approximately 10.0 million tons across all of our active operating facilities.

Previous wording

We directly control five in-basin transloading facilities and have access to third party transloading terminals in substantially 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 also 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 right to operate a terminal in Dennison, Ohio. These two Ohio terminals became operational in 2024. In September 2025, we completed the expansion of our terminal in Dennison, Ohio. 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.

Current wording

We directly control six in-basin transloading facilities and have access to third party transloading terminals in substantially 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 also 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 July and August 2024, we began operations at terminals in Minerva, Ohio and Dennison, Ohio, respectively. In September 2025, we completed the expansion of our terminal in Dennison, Ohio. In July 2026, we acquired the right to operate a terminal in Williamsport, Pennsylvania and expect to begin operations at this terminal in 2027. In August 2026, we acquired the rights to a site in Fort St. John, British Columbia for potential future terminal development. 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.

Previous wording

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.

Current wording

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. 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 liquefied natural gas (“LNG”) export capacity and power generation needs for new data center development may also impact the demand for frac sand.

Previous wording

During the first half 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 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 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 labor 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.

Current wording

During 2026, we experienced an increase in the volume of sand sold as customers increased their activity. There have also been modest sand pricing improvements over the periods presented as the supply relative to the increasing demand for Northern White sand continues to tighten. We believe the demand for frac sand will continue to 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 due to higher levels of drilling and completion of natural gas wells to supply natural gas for increased export capacity of 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 labor to be able to directly source some of their power supply needs.

Previous wording

Revenues were $115.1 million and tons sold were approximately 1,864,000 for the three months ended June 30, 2026. Revenues for the three months ended June 30, 2025 were $85.8 million, during which time we sold approximately 1,424,000 tons of sand. The key factors contributing to the increase of $29.3 million in revenues for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, were an approximate 31% increase in total sales volumes and slightly higher sand pricing.

Current wording

Revenues were $112.3 million and tons sold were approximately 1,783,000 for the three months ended September 30, 2026. Revenues for the three months ended September 30, 2025 were $92.8 million, during which time we sold approximately 1,472,000 tons of sand. Revenues for the three months ended September 30, 2025 also included $4.4 million of contractual charges for tons sold in excess of certain contractual thresholds in a prior period that were not recognizable under ASC 606 until that period, which did not recur during the three months ended September 30, 2026. The key factors contributing to the increase of $19.5 million in revenues for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, were an approximate 21% increase in total sales volumes and slightly higher sand pricing. Higher sales volumes were driven by increased frac sand demand associated with growing natural gas demand to support increased LNG export capacity.

Previous wording

Cost of goods sold was $95.2 million and $76.8 million for the three months ended June 30, 2026 and 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 and freight costs.

Current wording

Cost of goods sold was $93.1 million and $77.9 million for the three months ended September 30, 2026 and 2025, respectively. The increase in cost of goods sold for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, was primarily due to higher volumes sold in the current period and the related increase in mining, production and freight costs.

Previous wording

Gross profit was $19.8 million for the three months ended June 30, 2026, compared to $9.0 million for the three months ended June 30, 2025. The increase in profitability for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 was primarily due to higher sales volumes. As volumes increased, incremental tons sold contributed to higher margins, resulting in a gross profit increase that outpaced revenue on a percentage basis.

Current wording

Gross profit was $19.2 million for the three months ended September 30, 2026, compared to $14.9 million for the three months ended September 30, 2025. The increase in profitability for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025 was primarily due to higher sales volumes.

Previous wording

Selling, general and administrative expenses increased to $9.4 million for the three months ended June 30, 2026 compared to $9.1 million for the three months ended June 30, 2025. The increase in selling, general and administrative expenses was primarily due to higher royalty expense associated with higher sales volumes for the three months ended June 30, 2026.

Current wording

Selling, general and administrative expenses increased to $9.4 million for the three months ended September 30, 2026 compared to $9.1 million for the three months ended September 30, 2025. The increase in selling, general and administrative expenses was primarily due to higher royalty expense associated with higher sales volumes and increased legal and accounting fees for the three months ended September 30, 2026.

Previous wording

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.

Current wording

For the three months ended September 30, 2026 and 2025, our effective tax rate was approximately 6.3% and 40.9%, respectively. We are required to record our interim period income tax 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 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 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.

Previous wording

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.

Current wording

As of September 30, 2026, we have recorded a liability for uncertain tax positions included in our balance sheet, related to our depletion deduction methodology. As of September 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 deferred tax liabilities, net on our balance sheet, and a corresponding increase to the income tax expense on our condensed consolidated statement of operations.

Previous wording

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.

Current wording

Net income was $8.4 million for the three months ended September 30, 2026 as compared to net income of $3.0 million for the three months ended September 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 lower income tax expense for the three months ended September 30, 2026 compared with the same period in 2025 further contributed to the increase in net income between the periods.

Previous wording

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.

Current wording

Cost of goods sold was $275.5 million and $217.5 million for the nine months ended September 30, 2026 and September 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.

Previous wording

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.

Current wording

Gross profit was $45.0 million and $26.6 million for the nine months ended September 30, 2026 and September 30, 2025, respectively. The gross profit for the nine months ended September 30, 2026 was higher, compared to the nine months ended September 30, 2025, due primarily to higher sales volumes at slightly higher selling prices.

Previous wording

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.

Current wording

Selling, general and administrative expenses were $29.4 million for the nine months ended September 30, 2026 compared to $27.4 million for the nine months ended September 30, 2025. The increase in selling, general and administrative expenses was driven primarily by increased royalty expense associated with higher sales volumes and increased legal and accounting fees. The gain on disposal of assets of $0.5 million for the nine months ended September 30, 2026 was related to disposals of heavy equipment.

Previous wording

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.

Current wording

We incurred $0.9 million and $1.0 million of net interest expense for the nine months ended September 30, 2026 and September 30, 2025, respectively.

Previous wording

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.

Current wording

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

Previous wording

For the six months ended June 30, 2026 and June 30, 2025, our effective tax rate was approximately (21.6)% and 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.

Current wording

For the nine months ended September 30, 2026 and September 30, 2025, our effective tax rate was approximately (3.9)% and 106.6%, respectively. We are required to record our interim period income tax 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 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 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.

Previous wording

As of June 30, 2026, we have recorded a liability for uncertain tax positions included on 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 statements of operations.

Current wording

As of September 30, 2026, we have recorded a liability for uncertain tax positions included on our balance sheet, related to our depletion deduction methodology. As of September 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 deferred tax liabilities, net on our balance sheet, and a corresponding increase to the income tax expense on our condensed consolidated statements of operations.

Previous wording

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.

Current wording

Net income was $14.7 million for the nine months ended September 30, 2026 as compared to net income of $0.2 million for the nine months ended September 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 further contributed to the difference in net income between the current and prior year periods.

Previous wording

Contribution margin was $27.1 million and $15.8 million, or $14.54 and $11.08 per ton sold, for the three months ended June 30, 2026 and 2025, respectively. Contribution margin was $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,

Current wording

Contribution margin was $26.4 million and $21.7 million, or $14.82 and $14.74 per ton sold, for the three months ended September 30, 2026 and 2025, respectively. Contribution margin was $66.6 million and $47.0 million, or $12.96 and $11.86 per ton sold, for the nine months ended September 30, 2026 and 2025, respectively. The increase for the three and nine months ended September 30, 2026, compared to September 30, 2025 was primarily due to increased sales volumes at slightly higher average selling prices. Incremental tons sold generated higher contribution margin and improved contribution margin per ton as fixed costs were spread over the higher tons sold.

Previous wording

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.

Current wording

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 to EBITDA and Adjusted EBITDA for each of the periods indicated.

Previous wording

Adjusted EBITDA was $18.7 million for the three months ended June 30, 2026 compared to $7.8 million for the three months ended June 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 June 30, 2026, compared to the same period in 2025 was primarily driven by higher sales volumes of sand sold, while keeping operating expenses at relatively consistent levels.

Current wording

Adjusted EBITDA was $18.0 million for the three months ended September 30, 2026 compared to $13.6 million for the three months ended September 30, 2025. Adjusted EBITDA was $40.4 million for the nine months ended September 30, 2026 compared to $22.8 million for the nine months ended September 30, 2025. The increase in Adjusted EBITDA for the three and nine months ended September 30, 2026, compared to the same period in 2025 was primarily driven by higher sales volumes of sand sold at slightly improved sand pricing, while keeping operating expenses at relatively consistent levels.

Previous wording

Free cash flow was $(1.4) million for the three months ended June 30, 2026 compared to $(7.8) million for the three months ended June 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 increase in free cash flow for the three and six months ended June 30, 2026 was primarily due to positive cash flows from operating activities due to the increased sales volume activity and higher conversion of working capital to cash offset by increased capital expenditures in the period. Higher sales volumes can create short-term working capital pressure as the cost to produce and deliver our sand are paid before our receivables are collected.

Current wording

Free cash flow was $17.3 million for the three months ended September 30, 2026 compared to $14.8 million for the three months ended September 30, 2025. Free cash flow was $16.8 million for the nine months ended September 30, 2026 compared to $12.1 million for the nine months ended September 30, 2025. The increase in free cash flow for the three and nine months ended September 30, 2026 was primarily due to positive cash flows from operating activities due to the increased sales volume activity and higher conversion of working capital to cash offset by increased capital expenditures in the period.

Previous wording

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 June 30, 2026, cash on hand was $10.2 million and we had $30.0 million in undrawn availability on our FCB ABL Credit Facility.

Current wording

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 September 30, 2026, cash on hand was $21.7 million and we had $50.0 million in undrawn availability on our FCB ABL Credit Facility.

Previous wording

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.

Current wording

On November 5, 2026, our Board of Directors declared a special dividend of $0.05 per share of common stock, which will be paid on November 30, 2026 to shareholders of record at the close of business on November 18, 2026. The dividend payment will return approximately $2.2 million to shareholders.

Previous wording

On April 9, 2026, our Board of Directors declared a special dividend of $0.10 per share of common stock, which was paid on May 5, 2026 to stockholders of record at the close of business on April 22, 2026. The dividend payment returned approximately $3.9 million to our shareholders.

Current wording

On April 9, 2026, our Board of Directors declared a special dividend of $0.10 per share of common stock, which was paid on May 5, 2026 to shareholders of record at the close of business on April 22, 2026. The dividend payment returned approximately $3.9 million to shareholders.

Previous wording

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.

Current wording

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 shares of common stock 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 shares of common stock, and the New Repurchase Program may be modified or suspended at any time at our discretion. Under the New Repurchase Program, we have repurchased 470,088 shares of our common stock for $2.5 million.

Previous wording

On October 3, 2024, our Board of Directors approved an eighteen-month share repurchase program under which we could purchase up to $10.0 million of our ordinary shares (the “Prior Repurchase Program”). Under the Prior Repurchase Program, we have repurchased 1,347,600 shares of our common stock for $3.6 million and the Prior Repurchase Program was completed on April 2, 2026.

Current wording

On October 3, 2024, our Board of Directors approved an eighteen-month share repurchase program under which we could purchase up to $10.0 million of our shares of common stock (the “Prior Repurchase Program”). Under the Prior Repurchase Program, we repurchased 1,347,600 shares of our common stock for $3.6 million and the Prior Repurchase Program was completed on April 2, 2026.

Previous wording

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 June 30, 2026 was $5.5 million. Minimum cash payments on this facility for the remainder of 2026 are anticipated to be $1.5 million. Our various notes payable are primarily secured by heavy equipment. Total debt under these notes payable as of June 30, 2026 was $9.0 million. Minimum cash payments on these notes payable for the remainder of 2026 are anticipated to be $2.1 million. There were no outstanding borrowings on our FCB ABL Credit Facility as of June 30, 2026.

Current wording

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 September 30, 2026 was $5.0 million. Minimum cash payments on this facility for the remainder of 2026 are anticipated to be $0.7 million. Our various notes payable are primarily secured by heavy equipment. Total debt under these notes payable as of September 30, 2026 was $8.1 million. Minimum cash payments on these notes payable for the remainder of 2026 are anticipated to be $1.1 million. On September 1, 2026, we entered into Amendment No. 2 to the FCB ABL Credit Facility, which increased the aggregate revolving commitments under the facility from $30,000 to $50,000 and extended the maturity date to September 1, 2031. There were no outstanding borrowings on our FCB ABL Credit Facility as of September 30, 2026.

Previous wording

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 June 30, 2026 were $28.7 million. Minimum cash payments on operating leases for the remainder of 2026 are anticipated to be $5.6 million.

Current wording

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 September 30, 2026 were $30.3 million. Minimum cash payments on operating leases for the remainder of 2026 are anticipated to be $2.5 million.

Previous wording

During the three months ended June 30, 2026, 54% of our revenues were earned from three customers. During the three months ended June 30, 2025, 39% of our revenues were earned from two customers. During the six months ended June 30, 2026, 61% of our revenues were earned from three customers. During the six months ended June 30, 2025, 54% of our revenues were earned from three customers.

Current wording

During the three months ended September 30, 2026, 85% of our revenues were earned from five customers. During the three months ended September 30, 2025, 58% of our revenues were earned from three customers. During the nine months ended September 30, 2026, 72% of our revenues were earned from four customers. During the nine months ended September 30, 2025, 40% of our revenues were earned from two customers.

Previous wording

There have been no material changes in our critical accounting policies and procedures during the six months ended June 30, 2026.

Current wording

There have been no material changes in our critical accounting policies and procedures during the nine months ended September 30, 2026.