Advanced Drainage Systems (NYSE: WMS) prices $500M notes and plans 2027 debt redemption

Rhea-AI Filing Summary

Advanced Drainage Systems, Inc. is raising new long-term debt and reshaping its capital structure. The company has priced a private offering of $500 million in 5.375% senior unsecured notes due 2034, expected to close on February 27, 2026, subject to customary conditions.

ADS plans to amend its senior secured credit facility to increase the revolving credit facility from $600 million to $750 million, increase the term loan B from $408 million to $600 million, and extend the facility’s maturity. Together with the expanded term loan B, proceeds from the new notes are intended to refinance the outstanding balance under the existing senior secured credit facility and redeem all of the company’s 5.000% senior notes due 2027, originally issued in an aggregate principal amount of $350 million, with any remaining funds for general corporate purposes.

ADS has elected to exercise its optional redemption rights for the 2027 notes at 100% of principal plus accrued and unpaid interest, with a redemption date set for February 27, 2026. The obligation to complete this redemption is conditioned on receiving sufficient proceeds from the issuance and sale of debt securities on terms the company finds satisfactory.

Insights

Corporate credit and capital structure analyst

ADS is refinancing and extending its debt profile with a larger, longer-dated mix of notes and loans.

Advanced Drainage Systems plans a private offering of $500 million 5.375% senior unsecured notes due 2034, alongside amendments to its senior secured credit facility. The facility changes increase the revolver from $600 million to $750 million and the term loan B from $408 million to $600 million, while extending maturity.

Proceeds from the new notes, together with the upsized term loan B, are intended to refinance the existing senior secured credit facility and redeem all outstanding $350,000,000 5.000% senior notes due 2027. This shifts part of ADS’s debt stack to longer-dated unsecured notes while maintaining and modestly expanding secured bank capacity.

The 2027 note redemption, targeted for February 27, 2026, is conditional on completing the new debt issuance on acceptable terms. Actual impact on leverage, interest expense and liquidity will depend on final pricing and utilization of the amended revolving facility, which are not detailed here.

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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 

Pricing of 5.375% Senior Notes due 2034

On February 12, 2026, Advanced Drainage Systems, Inc. (the “Company”) issued a press release announcing that it had priced a private offering (the “Private Offering”) of $500 million aggregate principal amount of 5.375% senior unsecured notes due 2034 (the “Notes”). The Private Offering is expected to close on February 27, 2026, subject to customary closing conditions. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The Company intends to use the net proceeds from the Private Offering, together with the proceeds of the term loan “B” portion of its existing senior secured credit facility, to refinance the outstanding balance under the existing senior secured credit facility and redeem all of the Company’s outstanding 2027 Notes (as defined below), with the balance for general corporate purposes.

Redemption of 5.000% Senior Notes due 2027

On February 12, 2026, following the pricing of the Notes offering, the Company elected to exercise its optional redemption rights to redeem all of its outstanding 5.000% Senior Notes due 2027 (the “2027 Notes”) in the original aggregate principal amount of $350,000,000 and instructed U.S. Bank Trust Company, National Association, as trustee under the indenture governing the 2027 Notes, to issue a conditional notice of redemption to registered holders of the 2027 Notes. The date fixed for the redemption of the 2027 Notes is February 27, 2026 (the “Redemption Date”).

The 2027 Notes will be redeemed at a redemption price equal to 100% of the principal amount of the 2027 Notes plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date.

The Company’s obligation to redeem the 2027 Notes and pay the redemption price on the Redemption Date is conditioned on the receipt by the Company of amounts necessary to effect the redemption with the proceeds from the issuance and sale of debt securities (in one or more series) on terms and conditions satisfactory to the Company in the Company’s sole discretion.

The foregoing does not constitute a notice of redemption with respect to the 2027 Notes.

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 pricing 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 PRICING OF $500 MILLION OF 5.375% SENIOR NOTES DUE 2034

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 it priced a private offering (the “Offering”) of $500 million aggregate principal amount 5.375% senior unsecured notes due 2034 (the “Notes”). The Company’s present and future direct and indirect domestic subsidiaries that guarantee its senior secured credit facility will guarantee the Notes. The Offering is expected to close on February 27, 2026, subject to customary closing conditions.

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 of 1933, as amended (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 is neither an offer to sell nor a solicitation of an offer to buy the Notes, the related guarantees or any other securities of ADS, nor shall there be any sale of the Notes, the related guarantees or any other securities of ADS in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The foregoing does not constitute a notice of redemption with respect to ADS’ 5.000% senior notes due 2027.

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 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

Exhibit 99.1

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

Michael.Higgins@adspipe.com

FAQ

What debt offering did Advanced Drainage Systems (WMS) announce in this 8-K?

Advanced Drainage Systems announced it priced a private offering of $500 million aggregate principal amount of 5.375% senior unsecured notes due 2034. The notes are expected to close on February 27, 2026, subject to customary closing conditions, and will be guaranteed by certain domestic subsidiaries.

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

ADS intends to use net proceeds from the 5.375% 2034 notes, together with the term loan B portion of its amended credit facility, to refinance the outstanding balance under its existing senior secured credit facility, redeem all 5.000% senior notes due 2027, and fund general corporate purposes.

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

In connection with the new notes, ADS expects to amend its senior secured credit facility to increase the revolving credit facility from $600 million to $750 million, increase the term loan B from $408 million to $600 million, and extend the facility’s maturity date, subject to customary closing conditions.

How is Advanced Drainage Systems handling its 5.000% senior notes due 2027?

Following pricing of the new notes, ADS elected to exercise its optional redemption rights to redeem all outstanding 5.000% senior notes due 2027, originally issued in $350,000,000 aggregate principal amount, at 100% of principal plus accrued and unpaid interest, with a conditional redemption date of February 27, 2026.

Are the new 5.375% senior notes due 2034 from Advanced Drainage Systems registered securities?

No. The 5.375% senior unsecured notes due 2034 and related guarantees are not registered under the Securities Act or other jurisdictions’ laws. They may be offered only to qualified institutional buyers under Rule 144A and certain non-U.S. persons under Regulation S.

Is the Advanced Drainage Systems amended credit facility contingent on closing the new notes?

The closing of the $500 million notes offering is not conditioned on closing the amended credit facility. The amendment itself is subject to customary closing conditions, and there is no assurance regarding whether or when the amended facility may be completed, if at all.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 11.2 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