Advanced Drainage Systems (NYSE: WMS) plans $500M notes and larger credit lines

Rhea-AI Filing Summary

Advanced Drainage Systems, Inc. plans a private offering of up to $500 million in senior unsecured notes due 2034, subject to market and other conditions. The notes will be guaranteed by its domestic subsidiaries that already guarantee its senior secured credit facility.

In connection with this offering, the company expects to amend its senior secured credit facility to increase the revolving credit facility from $600 million to $750 million, raise the term loan B from $408 million to $600 million, and extend the facility’s maturity. ADS intends to use note proceeds and term loan B proceeds to refinance the existing credit facility, redeem its 5.000% senior notes due 2027, and use any remaining funds for general corporate purposes.

Insights

Corporate finance analyst

ADS plans $500M notes and larger credit lines to refinance debt.

Advanced Drainage Systems intends to issue up to $500 million of senior unsecured notes due 2034 and align this with an amended senior secured credit facility. The revolver would rise to $750 million and the term loan B to $600 million, with an extended maturity.

This transaction shifts and extends the company’s debt profile by refinancing its existing credit facility and redeeming its 5.000% senior notes due 2027. The structure keeps a mix of unsecured notes and secured bank debt, which can influence interest expense and covenant flexibility once final terms are set.

The impact will depend on the pricing of the new notes, the final terms of the amended credit facility, and execution of the refinancing and redemption. Subsequent company filings describing the completed offering and facility amendment will clarify the resulting leverage, maturities, and interest costs.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 12, 2026

ADVANCED DRAINAGE SYSTEMS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware						001-36557			51-0105665
(State or Other Jurisdiction of Incorporation)						(Commission File Number)			(IRS Employer Identification No.)
4024 Green Stripe Lane									43026
Hilliard,			Ohio
(Address of Principal Executive Offices)									(Zip Code)

Registrant’s Telephone Number, Including Area Code: (800) 733-7473

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

WMS

New York Stock Exchange

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 7.01    Regulation FD Disclosure 

On February 12, 2026, Advanced Drainage Systems, Inc. (the “Company”) issued a press release announcing that it intends, subject to market and other conditions, to commence a private offering (the “Private Offering”) of up to $500 million aggregate principal amount of senior unsecured notes due 2034 (the “Notes”). A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in Item 7.01 on this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”).

The information filed in this Form 8-K pursuant to Item 7.01, including the information contained in Exhibit 99.1 is neither an offer to sell nor a solicitation of an offer to buy any of the Notes in the Private Offering.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits

The following exhibits are being furnished as part of this report:

99.1						Press Release, dated February 12, 2026, issued by Advanced Drainage Systems, Inc. regarding the launch of senior notes offering.
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 hereunto duly authorized.

			ADVANCED DRAINAGE SYSTEMS, INC.
Date: February 12, 2026			By:						/s/ Scott A. Cottrill
			Name:						Scott A. Cottrill
			Title:						EVP, CFO & Secretary

Exhibit 99.1

ADVANCED DRAINAGE SYSTEMS

ANNOUNCES PROPOSED $500 MILLION SENIOR NOTES OFFERING

HILLIARD, Ohio – (February 12, 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 the Company intends, subject to market and other conditions, to commence an offering (the “Offering”) of up to $500 million aggregate principal amount of senior unsecured notes due 2034 (the “Notes”) in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be guaranteed by each of the Company’s present and future direct and indirect domestic subsidiaries that guarantee its senior secured credit facility.

In connection with the issuance of the Notes, the Company expects to amend its existing senior secured credit facility to (i) increase the revolving credit facility from $600 million to $750 million, (ii) increase the term loan “B” from $408 million to $600 million, and (iii) extend the maturity date (the “Amended Credit Facility”). The closing of this Offering is not conditioned on the closing of the Amended Credit Facility. The completion of the Amended Credit Facility is also subject to customary closing conditions and there can be no assurance as to whether or when the Amended Credit Facility may be completed, if at all.

The Company intends to use the net proceeds from the Offering, together with the proceeds of the term loan “B” portion of the Amended Credit Facility, to refinance the outstanding balance under the existing senior secured credit facility and redeem all of the Company's outstanding 5.000% senior notes due 2027 with the balance for general corporate purposes.

The Notes and the related guarantees have not been, and will not be, registered under the Securities Act, or the securities laws of any other jurisdiction. The Notes and the related guarantees may not be offered or sold within the United States or to United States persons, except to persons reasonably believed to be qualified institutional buyers in reliance on an exemption from registration provided by Rule 144A under the Securities Act and to certain non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.

This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy the Notes or the related guarantees, nor will there be any sale of the Notes, or the related guarantees in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. This press release does not constitute a notice of redemption with respect to ADS’ 5.000% senior notes due 2027. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

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.

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” 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: disruption or volatility in general business 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 anticipated time frames, including our ability to successfully complete the acquisition of NDS and to integrate NDS into our business; risks that the acquisition of NDS may involve unexpected costs, liabilities or delays, risks that the cost savings and synergies from the acquisition of NDS may not be fully realized, 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 effect of global climate change; 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 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

Exhibit 99.1

environmental 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.

For more information, please contact:

Michael Higgins

VP, Corporate Strategy & Investor Relations

(614) 658-0050

Michael.Higgins@adspipe.com

FAQ

What debt offering did Advanced Drainage Systems (WMS) announce?

Advanced Drainage Systems plans a private offering of up to $500 million in senior unsecured notes due 2034. The notes will be guaranteed by its domestic subsidiaries that already guarantee its senior secured credit facility, and are being sold in a transaction exempt from Securities Act registration.

How will Advanced Drainage Systems (WMS) use the proceeds from the $500 million notes?

The company intends to use note proceeds, together with term loan B proceeds, to refinance its existing senior secured credit facility and redeem all outstanding 5.000% senior notes due 2027. Any remaining funds are earmarked for general corporate purposes, according to the announcement.

What changes are planned for Advanced Drainage Systems’ credit facility?

ADS expects to amend its senior secured credit facility by increasing the revolving credit facility from $600 million to $750 million, raising the term loan B from $408 million to $600 million, and extending the maturity date, subject to customary closing conditions.

Are the new Advanced Drainage Systems notes registered with the SEC?

The notes and related guarantees will not be registered under the Securities Act or other securities laws. They may only be offered to qualified institutional buyers under Rule 144A and to certain non-U.S. persons under Regulation S, in accordance with applicable exemptions.

Is the Advanced Drainage Systems notes offering conditional on amending the credit facility?

The company states that closing of the notes offering is not conditioned on completion of the amended credit facility. The credit facility amendment remains subject to customary closing conditions, and there is no assurance it will be completed or when it might close.

What existing debt will Advanced Drainage Systems redeem with this transaction?

ADS plans to redeem all of its outstanding 5.000% senior notes due 2027 using proceeds from the new notes and the amended term loan B. This is part of a broader refinancing that also targets the outstanding balance under its existing senior secured credit facility.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 11.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB