WMS EVP Talley has 324 shares withheld for taxes

ADVANCED DRAINAGE SYSTEMS, INC. executive Kevin C. Talley, EVP and CAO, reported routine equity compensation-related activity.

Rhea-AI Filing Summary

ADVANCED DRAINAGE SYSTEMS, INC. executive Kevin C. Talley, EVP and CAO, reported routine equity compensation-related activity. On May 22, 2026, 324 shares of common stock were withheld at $133.00 per share to satisfy his tax obligations tied to the vesting of restricted common stock, which is not an open-market sale.

After this tax-withholding disposition, Talley directly owned 62,236 shares of common stock and held an additional 21,644.3045 shares indirectly through a KSOP allocation.

Insider Trade Summary

Exercise Price or Tax Liability: 324 shares

Exercise Price or Tax Liability 2 txns

Insider TALLEY KEVIN C

Role EVP and CAO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	324	$133.00	$43K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 62,236 shares (Direct); Common Stock — 21,644.3045 shares (Indirect, By KSOP)

Footnotes (3)

1. F1. Represents shares withheld to satisfy Reporting Person's tax obligations in connection with the vesting of shares of restricted common stock of the Issuer.
2. F2. Includes 49 shares of common stock acquired under the Advanced Drainage Systems, Inc. Employee Stock Purchase Plan, exempt under Rule 16b-3(c).
3. F3. Represents current allocation under KSOP.

Key Figures

Tax-withheld shares: 324 shares Withholding price: $133.00 per share Direct holdings after transaction: 62,236 shares +2 more

5 metrics

Tax-withheld shares 324 shares Withheld to satisfy tax obligations on restricted stock vesting

Withholding price $133.00 per share Value used for shares withheld for taxes

Direct holdings after transaction 62,236 shares Common stock directly owned after tax-withholding disposition

Indirect KSOP holdings 21,644.3045 shares Common stock held indirectly via KSOP allocation

Tax-withholding entries 1 transaction, 324 shares Summary of tax-withholding dispositions in this filing

Key Terms

restricted common stock, Employee Stock Purchase Plan, KSOP, tax-withholding disposition, +1 more

5 terms

restricted common stock financial

"tax obligations in connection with the vesting of shares of restricted common stock of the Issuer"

Restricted common stock is company shares that carry limits on selling or transferring for a set period or until certain conditions are met, like time-based vesting or regulatory clearance. Think of them as shares in a locked box that gradually open; they can become freely tradable later but initially reduce the number of shares available on the market. Investors watch restricted stock because its eventual release can change a company’s share supply, affect stock price, and influence control and dilution.

Employee Stock Purchase Plan financial

"Includes 49 shares of common stock acquired under the Advanced Drainage Systems, Inc. Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

KSOP financial

"Represents current allocation under KSOP"

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Rule 16b-3(c) regulatory

"acquired under the Advanced Drainage Systems, Inc. Employee Stock Purchase Plan, exempt under Rule 16b-3(c)"

An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.

FAQ

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

What insider transaction did WMS executive Kevin C. Talley report?

Kevin C. Talley reported a tax-withholding disposition of 324 shares of Advanced Drainage Systems common stock. The shares were withheld to cover taxes on vested restricted stock, rather than sold in the open market, reflecting routine compensation-related activity.

At what price were Kevin C. Talley’s WMS shares withheld for taxes?

The 324 shares withheld for Kevin C. Talley’s tax obligations were valued at $133.00 per share. This price is used to satisfy tax liabilities from restricted stock vesting and does not represent an open-market sale transaction.

How many WMS shares does Kevin C. Talley hold after this Form 4 filing?

Following the reported tax withholding, Kevin C. Talley directly holds 62,236 shares of Advanced Drainage Systems common stock and indirectly holds 21,644.3045 shares through a KSOP allocation, showing a substantial ongoing equity position.

Was Kevin C. Talley’s WMS Form 4 a market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not a market sale. The 324 shares were withheld by the issuer to pay taxes on vested restricted stock, a common administrative step in equity compensation.

What does the KSOP holding mean in Kevin C. Talley’s WMS filing?

The filing lists 21,644.3045 shares of Advanced Drainage Systems common stock held indirectly as a KSOP allocation. This reflects retirement or savings plan holdings, separate from his directly held 62,236 shares of common stock.

What do the footnotes in Kevin C. Talley’s WMS Form 4 explain?

The footnotes state the 324 shares were withheld for tax obligations on restricted stock vesting, that some shares were acquired under the Employee Stock Purchase Plan, and that the KSOP figure represents Talley’s current plan allocation of company stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/27/2026 - 04:05 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

TALLEY KEVIN C

(Last) (First) (Middle)

C/O ADVANCED DRAINAGE SYSTEMS, INC.

4024 GREEN STRIPE LANE

(Street)

HILLIARD OHIO 43026

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ADVANCED DRAINAGE SYSTEMS, INC. [ WMS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and CAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/22/2026		F		324(1)	D	$133	62,236(2)	D
Common Stock								21,644.3045	I	By KSOP(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld to satisfy Reporting Person's tax obligations in connection with the vesting of shares of restricted common stock of the Issuer.

2. Includes 49 shares of common stock acquired under the Advanced Drainage Systems, Inc. Employee Stock Purchase Plan, exempt under Rule 16b-3(c).

3. Represents current allocation under KSOP.

	/s/ Kevin C. Talley, by Scott A. Cottrill as attorney-in-fact	05/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)