Advanced Drainage to buy StormTrap for about $530M
If completed, the deal would add StormTrap’s engineered systems for detention, retention, infiltration, treatment and water harvesting to ADS’ portfolio.
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Rhea-AI Filing Summary
Advanced Drainage Systems, Inc. (WMS) entered into an agreement to acquire all outstanding equity interests of StormTrap Investments, L.L.C. and its direct subsidiaries for approximately $530 million, or approximately $450 million when adjusted for the present value of expected tax benefits, subject to purchase price adjustments. The transaction will be funded with cash on hand and funds from ADS’ existing credit facility.
StormTrap generated approximately $165 million in revenue and $40 million in adjusted EBITDA for the twelve months ending July 2026. The transaction value, net of estimated tax benefits, represents approximately 10x adjusted EBITDA for that period, inclusive of expected run-rate cost synergies. ADS expects the acquisition to be accretive to adjusted EPS in the first year. Both companies’ boards unanimously approved the transaction, which remains subject to customary closing conditions, including required regulatory approvals; closing is expected in the fourth quarter of calendar 2026.
8-K Event Classification
Key Figures
Key Terms
adjusted EBITDA financial
run-rate cost synergies financial
representations and warranties insurance policy financial
purchase price adjustments financial
customary closing conditions regulatory
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry Into a Material Definitive Agreement.
On October 1, 2026, Advanced Drainage Systems, Inc. and its subsidiary, ADS Investment LLC, a Delaware limited liability company, (together, the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with StormTrap Investors, L.L.C., a Delaware limited liability company, as representative of the sellers, and certain sellers as set forth in the Purchase Agreement (together, the “Sellers”), pursuant to which the Company will acquire StormTrap Investments, L.L.C. (“StormTrap”), an industry leader in large volume, space-constrained, highly engineered stormwater solutions. The Sellers have agreed to sell to the Company all the outstanding equity interests of StormTrap Investments, L.L.C. and its direct subsidiaries for approximately $530 million, or approximately $450 million when adjusted for the present value of the expected tax benefits, subject to certain purchase price adjustments. The transaction will be funded by a combination of cash on hand and funds from the existing credit facility of the Company.
The Purchase Agreement contains customary representations, warranties and covenants from the Sellers. The Company has obtained a representations and warranties insurance policy that will provide a source of recourse in the event of any breaches of the representations and warranties of the Sellers contained in the Purchase Agreement, subject to a retention amount, exclusions, policy limits and certain other terms and conditions. The closing of the transaction remains subject to customary closing conditions, including customary covenants regarding the parties’ efforts to obtain required antitrust approvals.
A copy of the Purchase Agreement is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement.
The representations, warranties and covenants set forth in the Purchase Agreement have been made only for the purposes of that agreement and solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of any party to the Purchase Agreement or any of their respective subsidiaries, affiliates or businesses.
Item 7.01 Regulation FD Disclosure.
On October 5, 2026, the Company issued a press release announcing the proposed acquisition of StormTrap. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under Section 18 of the Exchange Act and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
The following exhibits are being furnished as part of this report:
| 2.1 | Securities Purchase Agreement between StormTrap Investors, L.L.C., as representative of the Sellers, the Sellers, ADS Investment LLC and Advanced Drainage Systems, Inc. | |
| 99.1 | Press Release of Advanced Drainage Systems, Inc., dated October 5, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ADVANCED DRAINAGE SYSTEMS, INC. | ||||||
| Date: October 5, 2026 | By: | /s/ Scott A. Cottrill | ||||
| Name: | Scott A. Cottrill | |||||
| Title: | EVP, CFO & Secretary | |||||
Exhibit 99.1
ADVANCED DRAINAGE SYSTEMS ANNOUNCES ACQUISITION OF STORMTRAP INVESTMENTS LLC FROM PSP CAPITAL
| • | Expands Addressable Market with Complementary Offerings in Stormwater Storage Solutions |
| • | Enhances Go-to-Market Capabilities with Spec-Driven Commercial Model |
| • | Provides Immediate Cross-Selling Opportunities in Non-Residential and Infrastructure Markets |
| • | Offers Significant Growth Opportunities Linked to Secular and Regulatory Tailwinds and Expanded Customer Relationships |
HILLIARD, Ohio – October 5, 2026 – Advanced Drainage Systems, Inc. (NYSE: WMS) (“ADS” or the “Company”), a leading provider of innovative water management solutions in the stormwater and onsite wastewater industries today announced that it has entered into a definitive agreement to acquire StormTrap Investments LLC (“StormTrap”), an industry leader in large volume, space-constrained, highly engineered stormwater solutions for a purchase price of approximately $530 million, or approximately $450 million when adjusted for the present value of the expected tax benefits. The transaction is expected to be accretive to adjusted EPS in the first year and supports ADS’ core growth strategy by expanding its product portfolio into high-demand, high-growth categories, enhancing market opportunities, and further broadening its product offering to customers across the stormwater management landscape.
“This acquisition adds highly complementary stormwater storage products and solutions to ADS’ comprehensive portfolio, increasing exposure to a growing segment of the market,” said Scott Barbour, Chief Executive Officer and President of ADS. “ADS will use its proven integration expertise and go-to-market capabilities to gain footing in a segment of the market focused on large volume storage solutions. The addition of StormTrap will also create opportunities to further improve execution on selling all of ADS’ complementary portfolio of products and solutions. StormTrap’s well-established reputation and innovative approach to delivering new solutions fits naturally with ADS’ position as a leader in stormwater management. Our disciplined capital allocation framework and strong balance sheet provide us the flexibility to act decisively when the right opportunity like StormTrap emerges.”
“We are very excited to join ADS’ industry-leading water management platform, and the alignment between our company values and shared commitment to delivering innovative, best-in-class solutions for stormwater management,” said Nate Olds, Chief Executive Officer of StormTrap. “StormTrap was built to solve challenging stormwater storage applications, and with ADS’ sales platform, history of successful integrations, and national scale, we are confident we can bring those solutions to a far broader set of customers. We look forward to building on both companies’ strengths as we work together to protect communities and the environment for generations to come.”
Transaction Benefits
Expands Addressable Market with Complementary Offering in Stormwater Storage Solutions
| • | Broadens addressable market by adding exposure to large volume, deep, space-constrained stormwater storage projects, creating an opportunity for ADS to serve a larger segment of the stormwater storage market. |
| • | Adds highly complementary and innovative solutions in stormwater storage and treatment that optimize storage capacity for developers. |
Enhances Go-to-Market Capabilities with Spec-Driven Commercial Model
| • | Leverages spec-driven and high-touch sales process supported by deep, local relationships with key existing and prospective customers. |
| • | Provides access to a premier national precast partner network with strong concrete supplier relationships, creating a durable competitive advantage. |
Provides Immediate Cross-Selling Opportunities in Non-Residential and Infrastructure Markets
| • | Opens channels to introduce ADS’ portfolio of water management solutions to a new customer audience. |
| • | Increases participation across infrastructure and commercial development projects with unique site constraints. |
Offers Significant Growth Opportunities Linked to Secular and Regulatory Tailwinds and Expanded Customer Relationships
| • | Benefits from federal, state, and local stormwater regulations expected to continue to drive demand for StormTrap’s complementary products. |
Expands StormTrap’s geographic reach through targeted commercial investments and access to ADS’ nationwide footprint.
Transaction Details
StormTrap generated approximately $165 million in revenue and approximately $40 million in adjusted EBITDA over the last-twelve-months ending July 2026. The transaction value, net of estimated tax benefits, represents a multiple of approximately 10x adjusted EBITDA for the trailing twelve months ending July 2026, inclusive of expected run-rate cost synergies. The transaction will be funded by cash on hand and existing credit line capacity at ADS. The Boards of Directors of both companies have unanimously approved the transaction, which is subject to customary closing conditions, including the receipt of required regulatory approvals. The transaction is expected to close in the fourth quarter of calendar 2026.
Advisors
Jefferies LLC acted as the exclusive financial advisor and Squire Patton Boggs (U.S.) LLP acted as legal advisor to ADS. Raymond James acted as lead financial advisor and William Blair as co-advisor and Mayer Brown LLP acted as legal advisor to StormTrap and PSP Capital.
About the Company
Advanced Drainage Systems is a leading manufacturer of innovative stormwater and onsite wastewater solutions that manage the world’s most precious resource: water. ADS, along with NDS and Infiltrator Water Technologies, provides superior stormwater drainage and onsite wastewater products used across commercial, residential, infrastructure, and agricultural applications, while delivering unparalleled customer service. ADS operates the industry’s largest company-owned fleet, an expansive sales team and a vast manufacturing network. As one of the largest plastic recycling companies in North America, ADS keeps millions of pounds of plastic out of landfills each year. Founded in 1966, ADS’ water management solutions are designed to last for decades. To learn more, visit the Company’s website at www.adspipe.com
About StormTrap
StormTrap is a leading provider of advanced stormwater management solutions across North America. Committed to protecting waterways and promoting sustainable infrastructure, StormTrap delivers engineered systems for detention, retention, infiltration, treatment, and water harvesting. Its proven, customizable solutions help civil engineers, developers, and municipalities meet stringent regulatory requirements while optimizing site design and reducing total project costs. StormTrap’s product portfolio includes SingleTrap®, DoubleTrap®, ShallowTrap®, StormSettler®, SiteSaver®, TrashTrap®, and PumpGuard®. To learn more, visit www.stormtrap.com.
About PSP Capital and PSP Partners
PSP Partners is a Chicago-based private investment firm founded by its Chairman Penny Pritzker, an entrepreneur, civic leader, and philanthropist, and former U.S. Secretary of Commerce. The firm is comprised of a highly experienced team of investment professionals and business builders focused on partnering with entrepreneurs, business owners, and management teams to build market-leading businesses and develop valuable assets. With investment strategies focused on established businesses (PSP Capital), emerging/growth companies (PSP Growth) and real assets (Pritzker Realty Group), PSP Partners invests across stages and asset classes with a primary emphasis on business & technology services, advanced industrials and real estate that are well-aligned with its expertise and experience. For more information, visit: www.psppartners.com.
Forward Looking Statements
Certain statements in this press release may be deemed to be forward-looking statements. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify these forward-looking statements. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials, new tariff and international trade policies, and our ability to pass any increased costs of raw materials and tariffs on to our customers in a timely manner; disruption or volatility in general business, political and economic conditions in the markets in which we operate; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets; uncertainties surrounding the integration and realization of anticipated benefits of acquisitions and the ability to do so within the intended time frame, including our ability to successfully complete the acquisition of StormTrap and to integrate StormTrap into our business; risks that the acquisition of StormTrap may involve unexpected costs, liabilities or delays, risks that the cost savings and synergies from the acquisition of StormTrap may not be fully realized; the effect of any claims, litigation, investigations or proceedings; the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; the risk associated with manufacturing processes; the effects of global climate change and any related regulatory responses; our ability to protect against cybersecurity incidents and disruptions or failures of our IT systems; our ability to assess and monitor the effects of artificial intelligence, machine learning, and robotics and blockchain or other new approaches to data mining on our business and operations; our ability to manage our supply purchasing and customer credit
policies; our ability to control labor costs and to attract, train and retain highly qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to appropriately address any environmental, social or governance concerns that may arise from our activities; the risks associated with our current levels of indebtedness, including borrowings under our existing credit agreement and outstanding indebtedness under our existing senior notes; and other risks and uncertainties described in the Company’s filings with the SEC. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
The use of the term “segment” in this press release is used in a commercial context and is not intended to represent a reportable segment under ASC Topic 280. The presentation of StormTrap’s financial information under ASC Topic 280 has yet to be determined.
For more information, please contact:
Michael Higgins
VP, Corporate Strategy & Investor Relations
Michael.Higgins@adspipe.com