Advanced Drainage closes $1.0B NDS acquisition

Rhea-AI Filing Summary

Advanced Drainage Systems, Inc. completed its previously announced all-cash acquisition of the outstanding capital stock of certain indirect subsidiaries of NORMA Group SE that comprise substantially all of its National Diversified Sales water management business. The transaction value is approximately $1.0 billion, subject to purchase price adjustments, under a Master Share Purchase Agreement dated September 23, 2025. The company also issued a press release on February 2, 2026 to announce the closing.

Insights

Equity analyst

Advanced Drainage Systems closed a roughly $1.0 billion cash acquisition of NDS, expanding its water management footprint.

Advanced Drainage Systems, Inc. has completed the purchase of subsidiaries of NORMA Group SE that together represent substantially all of the National Diversified Sales water management business. The deal is structured as an all-cash transaction with consideration of about $1.0 billion, subject to purchase price adjustments under the Master Share Purchase Agreement dated September 23, 2025.

This moves NDS fully under Advanced Drainage Systems’ control and indicates a strategic push deeper into water management solutions. The closing converts a previously announced agreement into an executed transaction, meaning integration and realization of any commercial or cost synergies now depend on post-closing execution, which will be detailed in future company filings.

8-K Event Classification

2 items: 2.01, 7.01

2 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What acquisition did Advanced Drainage Systems (WMS) just complete?

Advanced Drainage Systems completed the all-cash acquisition of subsidiaries of NORMA Group SE that comprise substantially all of its National Diversified Sales (NDS) water management business. This transaction brings the NDS water management platform fully under Advanced Drainage Systems’ ownership and operational control.

How much did Advanced Drainage Systems (WMS) pay for the NDS business?

Advanced Drainage Systems agreed to pay approximately $1.0 billion in cash for the NDS water management business, subject to certain purchase price adjustments. This consideration reflects the value assigned in the Master Share Purchase Agreement dated September 23, 2025 between the company and NORMA Group SE.

Who sold the NDS water management business to Advanced Drainage Systems (WMS)?

The NDS water management business was sold by NORMA Group SE, a European company organized as a Societas Europaea under German law. Advanced Drainage Systems acquired the outstanding capital stock of certain indirect subsidiaries of NORMA Group that together represent substantially all of this NDS business.

When did Advanced Drainage Systems (WMS) close the NDS acquisition?

Advanced Drainage Systems closed the NDS acquisition on February 2, 2026. On that date, the company completed its previously announced purchase of the outstanding capital stock of specified NORMA Group subsidiaries, as outlined in the Master Share Purchase Agreement dated September 23, 2025.

What agreement governs Advanced Drainage Systems’ (WMS) purchase of NDS?

The purchase is governed by a Master Share Purchase Agreement dated September 23, 2025 between Advanced Drainage Systems and NORMA Group SE. This agreement sets the terms for acquiring the outstanding capital stock of the subsidiaries holding substantially all of the NDS water management business.

Did Advanced Drainage Systems (WMS) issue a press release about the NDS acquisition?

Yes. Advanced Drainage Systems issued a press release on February 2, 2026 announcing completion of the NDS acquisition. That press release is included as Exhibit 99.1 and is incorporated by reference, but is furnished rather than filed for purposes of certain Exchange Act liability provisions.

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Accepted by SEC EDGAR 02/02/2026 - 10:12 AM Learn about SEC filing dates

0001604028False00016040282026-02-022026-02-020001604028dei:FormerAddressMember2026-02-022026-02-02

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 2, 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

4640 Trueman Boulevard,

Hilliard, Ohio 43026

(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 2.01    Completion of Acquisition or Disposition of Assets 

On February 2, 2026, Advanced Drainage Systems, Inc. (the “Company”) completed its previously announced acquisition of the outstanding capital stock of certain indirect subsidiaries of NORMA Group SE (“Norma Group”), a European company (Societas Europaea) incorporated under the laws of Germany, which comprise substantially all of Norma Group’s water management business known as National Diversified Sales (“NDS”), subject to the terms and conditions set forth in the Master Share Purchase Agreement dated September 23, 2025 (the “Purchase Agreement”) between the Company and Norma Group. The acquisition was an all cash transaction for consideration of approximately $1.0 billion, subject to certain purchase price adjustments.

The foregoing description of the Purchase Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 23, 2025.

Item 7.01    Regulation FD Disclosure 

On February 2, 2026, the Company issued a press release announcing the completion of the acquisition of NDS, as described in Item 2.01. 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:

99.1						Press Release of Advanced Drainage Systems, Inc. dated February 2, 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 hereunto duly authorized.

			ADVANCED DRAINAGE SYSTEMS, INC.
Date: February 2, 2026			By:						/s/ Scott A. Cottrill
			Name:						Scott A. Cottrill
			Title:						EVP, CFO & Secretary

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