WMS EVP granted 4,039 shares, 287 withheld for taxes

ADVANCED DRAINAGE SYSTEMS, INC.

Rhea-AI Filing Summary

ADVANCED DRAINAGE SYSTEMS, INC. Executive Vice President Craig J. Taylor reported equity compensation activity in common stock. He received a grant or award of 4,039 shares at no cost, tied to performance-based units earned for a performance period ending March 31, 2026, including 56 shares from dividend equivalents.

On May 19 and May 20, shares totaling 287 were withheld at prices of $131.59 and $136.83 per share to cover tax obligations upon vesting of restricted stock. After these routine tax-withholding dispositions, Taylor directly holds 13,495 common shares, which also include 89 shares acquired through the company’s Employee Stock Purchase Plan.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider TAYLOR CRAIG J.

Role Executive Vice President

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	120	$136.83	$16K
Grant/Award	Common Stock	4,039	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	167	$131.59	$22K

Holdings After Transaction: Common Stock — 13,495 shares (Direct)

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 89 shares of common stock acquired under the Advanced Drainage Systems, Inc. Employee Stock Purchase Plan, exempt under Rule 16b-3(c).
3. F3. Reflects grant of performance-based units, originally granted pursuant to the Issuer's 2017 Omnibus Incentive Plan, earned after the Issuer determined that certain performance goals for the performance period ended March 31, 2026 had been met. Total includes dividend equivalents in the amount of 56 shares, which dividend equivalents are settled in common stock.

Key Figures

Equity award: 4,039 shares Tax withholding shares: 287 shares Tax withholding price 1: $131.59/share +4 more

7 metrics

Equity award 4,039 shares Grant/award of common stock tied to performance-based units

Tax withholding shares 287 shares Shares withheld to satisfy tax obligations on vesting

Tax withholding price 1 $131.59/share Price for 167 shares withheld on May 19, 2026

Tax withholding price 2 $136.83/share Price for 120 shares withheld on May 20, 2026

Shares held after transactions 9,456 shares Direct common stock holdings following reported activity

ESPP shares included 89 shares Common stock acquired under Employee Stock Purchase Plan

Dividend equivalent shares 56 shares Portion of award from dividend equivalents settled in stock

Key Terms

restricted common stock, Employee Stock Purchase Plan, dividend equivalents, performance-based units, +1 more

5 terms

restricted common stock financial

"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

"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.

dividend equivalents financial

"Total includes dividend equivalents in the amount of 56 shares"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

performance-based units financial

"Reflects grant of performance-based units, originally granted pursuant to the Issuer's 2017 Omnibus Incentive Plan"

Omnibus Incentive Plan financial

"originally granted pursuant to the Issuer's 2017 Omnibus Incentive Plan"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

FAQ

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

What insider transactions did WMS executive Craig J. Taylor report?

Craig J. Taylor reported a grant of 4,039 shares of common stock and tax-withholding dispositions totaling 287 shares. These actions are related to performance-based awards and restricted stock vesting, not open-market purchases or sales.

How many ADVANCED DRAINAGE SYSTEMS (WMS) shares does Craig J. Taylor now hold?

Following the reported grant and tax-withholding events, Craig J. Taylor directly holds 9,456 shares of ADVANCED DRAINAGE SYSTEMS common stock. This total also includes 89 shares previously acquired through the company’s Employee Stock Purchase Plan.

Were Craig J. Taylor’s recent WMS share dispositions open-market sales?

No, the reported 287-share dispositions were for tax withholding tied to vesting restricted stock. Shares were withheld at $131.59 and $136.83 per share to satisfy tax obligations, rather than sold as discretionary open-market transactions.

What performance-based award did Craig J. Taylor earn at ADVANCED DRAINAGE SYSTEMS?

Taylor earned performance-based units originally granted under the 2017 Omnibus Incentive Plan after performance goals through March 31, 2026 were met. The award resulted in 4,039 shares of common stock, including 56 shares from dividend equivalents settled in stock.

How are dividend equivalents reflected in Craig J. Taylor’s WMS equity award?

The performance-based award includes 56 shares of common stock issued as dividend equivalents. These dividend equivalents accrued on the underlying performance-based units and were settled in common stock when the performance criteria for the award were satisfied.

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

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Accepted by SEC EDGAR 05/21/2026 - 06:20 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^*

TAYLOR CRAIG J.

(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)
	Executive Vice President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

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	05/19/2026		F		167(1)	D	$131.59	9,576(2)	D
Common Stock	05/20/2026		F		120(1)	D	$136.83	9,456	D
Common Stock	05/20/2026		A		4,039(3)	A	$0	13,495	D

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

3. Reflects grant of performance-based units, originally granted pursuant to the Issuer's 2017 Omnibus Incentive Plan, earned after the Issuer determined that certain performance goals for the performance period ended March 31, 2026 had been met. Total includes dividend equivalents in the amount of 56 shares, which dividend equivalents are settled in common stock.

	/s/ Craig J. Taylor, by Scott A. Cottrill as attorney-in-fact	05/21/2026
	** 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)