Advanced Drainage Systems (NYSE: WMS) raises buyback by $1B and sets dividend

Rhea-AI Filing Summary

Advanced Drainage Systems, Inc. reported unaudited results for its fiscal third quarter ended December 31, 2025 and simultaneously strengthened its capital return plans. The company announced a $1 billion increase to its existing stock repurchase program, which had approximately $147.7 million of remaining repurchase authority. With this increase, total repurchase authority under the program is $1.148 billion, with buybacks to be executed in the open market or through privately negotiated transactions and with no obligation to repurchase a specific amount. The company’s board also approved a $0.18 per share cash dividend, payable March 16, 2026 to shareholders of record on March 2, 2026, underscoring an ongoing distribution of cash to stockholders alongside the enlarged buyback authorization.

Positive

• $1 billion increase to the existing stock repurchase program, resulting in total repurchase authority of $1.148 billion, signals a substantial capital return capacity to shareholders.
• Board approval of a recurring $0.18 per share cash dividend, payable March 16, 2026 to holders of record on March 2, 2026, reinforces ongoing cash distributions to stockholders.

Negative

• None.

Insights

Equity capital allocation analyst

Large buyback increase and cash dividend highlight active capital returns.

Advanced Drainage Systems combined earnings disclosure with a major update to shareholder returns. The company increased its stock repurchase program by $1 billion, bringing total repurchase authority to $1.148 billion, while previously having about $147.7 million of remaining capacity.

The program allows repurchases in open-market and privately negotiated transactions and can be suspended or terminated at the company’s discretion, so actual future repurchase volumes will depend on management decisions and market conditions. This flexibility means the headline authorization is an upper limit rather than a committed amount.

In addition, the board approved a cash dividend of $0.18 per share, payable on March 16, 2026 to holders of record on March 2, 2026. Together, the enlarged buyback authorization and ongoing dividend indicate a continued pattern of returning capital to shareholders alongside the release of unaudited quarterly results.

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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 5, 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 2.02    Results of Operations and Financial Condition 

On February 5, 2026, Advanced Drainage Systems, Inc. (the "Company") issued a press release setting forth the Company’s unaudited results for the fiscal third quarter ended December 31, 2025 and announcing a $1 billion increase to its stock repurchase program. A copy of the Company’s press release with the results is being furnished as Exhibit 99.1 and hereby incorporated by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (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 7.01    Regulation FD Disclosure 

As previously announced, at 10:00 a.m. (Eastern time) on February 5, 2026, the Company’s President and Chief Executive Officer, Scott Barbour, and Chief Financial Officer, Scott Cottrill, will host a conference call and webcast to discuss the Company’s unaudited results for the third quarter ended December 31, 2025. A copy of the Company’s slides forming the basis of the presentation is being furnished as Exhibit 99.2 and hereby incorporated by reference.  

The live webcast will also be accessible via the "Events Calendar" section of the Company’s Investor Relations website, www.investors.ads-pipe.com. An archived version of the webcast will be available following the call.

Item 8.01    Other Events

On February 5, 2026, the Company announced a $1 billion increase in the size of the Company’s existing stock repurchase program (the “Repurchase Program”). As of the date hereof there was approximately $147.7 million of remaining repurchase authority under the Repurchase Program, bringing the total repurchase authority under the Repurchase Program with the announced increase to $1.148 billion. Repurchases of shares of common stock will be made in the open market or in privately negotiated transactions in accordance with applicable securities laws. The Repurchase Program does not obligate the Company to acquire any particular amount of common stock, and it may be suspended or terminated at any time at the Company’s discretion.

Additionally on February 5, 2026, the Company issued a press release announcing the approval by the Board of Directors (the "Board") of the Company of the declaration of a cash dividend of $0.18 per share, payable on March 16, 2026, to stockholders of record at the close of business on March 2, 2026. A copy of the Company’s press release is attached hereto as Exhibit 99.3 and hereby incorporated by reference.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits

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

99.1						Press Release of Advanced Drainage Systems, Inc., dated February 5, 2026, regarding earnings and increased stock repurchase authorization
99.2						Presentation slides, dated February 5, 2026, regarding earnings
99.3						Press Release of Advanced Drainage Systems, Inc., dated February 5, 2026, regarding dividend
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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 5, 2026			By:						/s/ Scott A. Cottrill
			Name:						Scott A. Cottrill
			Title:						EVP, CFO & Secretary

2

FAQ

What did Advanced Drainage Systems (WMS) announce about its stock repurchase program?

Advanced Drainage Systems announced a $1 billion increase to its existing stock repurchase program. This brought total repurchase authority to $1.148 billion, with about $147.7 million previously remaining, and repurchases may occur in open-market or privately negotiated transactions.

How large is Advanced Drainage Systems’ total share repurchase authorization now?

Following the latest increase, Advanced Drainage Systems’ total repurchase authority under its stock buyback program is $1.148 billion. This reflects a new $1 billion increase on top of approximately $147.7 million of remaining authorization that was in place as of the announcement date.

What dividend did Advanced Drainage Systems (WMS) declare and when will it be paid?

Advanced Drainage Systems declared a $0.18 per share cash dividend. It will be payable on March 16, 2026 to stockholders of record at the close of business on March 2, 2026, as approved by the company’s board of directors.

How will Advanced Drainage Systems execute its expanded share repurchase program?

Repurchases under the Advanced Drainage Systems program may be made in the open market or in privately negotiated transactions. All transactions must comply with applicable securities laws, and the company is not obligated to acquire any specific amount of common stock.

Can Advanced Drainage Systems change or suspend its stock repurchase program?

Yes. The stock repurchase program may be suspended or terminated at any time at the company’s discretion. The authorization sets a maximum potential repurchase amount but does not require Advanced Drainage Systems to buy back a particular number of shares.

What period do the unaudited results mentioned by Advanced Drainage Systems cover?

The unaudited results referenced by Advanced Drainage Systems cover the company’s fiscal third quarter ended December 31, 2025. These results were discussed in a press release and accompanying slides, and in a conference call and webcast hosted by senior management.