ADS director has 1,898 shares withheld for taxes

ADVANCED DRAINAGE SYSTEMS, INC. director and officer D. Scott Barbour reported updated holdings of common stock, including various indirect positions held through trusts and a KSOP.

Rhea-AI Filing Summary

ADVANCED DRAINAGE SYSTEMS, INC. director and officer D. Scott Barbour reported updated holdings of common stock, including various indirect positions held through trusts and a KSOP. The filing also shows that 1,898 shares of common stock were withheld at $133.00 per share to cover tax obligations upon the vesting of restricted common stock, leaving 68,232 shares held directly.

Insights

Insider transactions analyst

Routine tax withholding tied to equity vesting; no open-market trading.

The filing shows D. Scott Barbour had 1,898 shares of ADVANCED DRAINAGE SYSTEMS common stock withheld at $133.00 per share to satisfy tax obligations arising from the vesting of restricted stock. This is coded as an F transaction, which is a non-market tax-withholding disposition.

After this withholding, Barbour directly holds 68,232 shares, with additional indirect holdings across several trusts and a KSOP. Because the disposition is purely for taxes and not an open-market sale, it typically carries limited informational value about the insider’s view of the stock.

Insider Trade Summary

Exercise Price or Tax Liability: 1,898 shares

Exercise Price or Tax Liability 9 txns

Insider BARBOUR D. SCOTT

Role See Remarks

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,898	$133.00	$252K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 68,232 shares (Direct); Common Stock — 53,141 shares (Indirect, Reporting Person's Revocable Trust); Common Stock — 109,955 shares (Indirect, Reporting Person's Irrevocable Trust); Common Stock — 511 shares (Indirect, 2023 GRAT Remainder Trust); Common Stock — 11,867 shares (Indirect, Reporting Person's 2024 GRAT); Common Stock — 46,500 shares (Indirect, Reporting Person's 2025 GRAT); Common Stock — 6,495 shares (Indirect, Spouse's Revocable Trust); Common Stock — 69,005 shares (Indirect, Spouse's Irrevocable Trust); Common Stock — 17,087.4254 shares (Indirect, By KSOP)

Footnotes (8)

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. Shares held in revocable trust for the benefit of the reporting person.
3. F3. Shares held in irrevocable spousal access trust established by the reporting person, of which the reporting person's spouse is a co-trustee. The beneficiaries of the irrevocable trust are the reporting person and his children.
4. F4. Shares held in irrevocable remainder trust, of which the reporting person's spouse is trustee. The beneficiaries of the irrevocable trust are the reporting persons's nieces and nephew.
5. F5. Shares held in GRATs of which the reporting person is trustee.
6. F6. Shares held in revocable trust for the benefit of the reporting person's spouse.
7. F7. Shares held in irrevocable spousal access trust established by the reporting person's spouse, of which the reporting person is a co-trustee. The beneficiaries of the irerrevocable trust include the reporting person's spouse and his children.
8. F8. Represents current allocation under KSOP.

Key Figures

Tax-withheld shares: 1,898 shares Withholding price: $133.00 per share Direct holdings after transaction: 68,232 shares +4 more

7 metrics

Tax-withheld shares 1,898 shares Shares withheld to satisfy tax obligations on restricted stock vesting

Withholding price $133.00 per share Price used for tax-withholding disposition (code F)

Direct holdings after transaction 68,232 shares Common stock held directly by reporting person following tax withholding

Revocable trust holdings 53,141 shares Common stock held in reporting person’s revocable trust

Irrevocable trust holdings 109,955 shares Common stock held in reporting person’s irrevocable trust

2025 GRAT holdings 46,500 shares Common stock held in reporting person’s 2025 GRAT

KSOP allocation 17,087.4254 shares Common stock allocated under KSOP

Key Terms

restricted common stock, GRAT, KSOP, irrevocable spousal access trust, +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.

GRAT financial

"Shares held in GRATs of which the reporting person is trustee."

KSOP financial

"Represents current allocation under KSOP."

irrevocable spousal access trust financial

"Shares held in irrevocable spousal access trust established by the reporting person"

remainder trust financial

"Shares held in irrevocable remainder trust, of which the reporting person's spouse is trustee."

FAQ

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

What insider transaction did D. Scott Barbour report at ADVANCED DRAINAGE SYSTEMS (WMS)?

The filing reports that 1,898 shares of ADVANCED DRAINAGE SYSTEMS common stock were withheld at $133.00 per share to cover D. Scott Barbour’s tax obligations arising from restricted stock vesting, classified as a tax-withholding disposition rather than an open-market sale.

How many ADVANCED DRAINAGE SYSTEMS (WMS) shares does D. Scott Barbour hold directly after this Form 4?

Following the tax-withholding disposition, D. Scott Barbour holds 68,232 shares of ADVANCED DRAINAGE SYSTEMS common stock directly. The Form 4 also lists multiple indirect holdings in various trusts and a KSOP, providing a broader picture of his total reported equity exposure.

Were any ADVANCED DRAINAGE SYSTEMS (WMS) shares bought or sold on the open market in this Form 4?

No open-market purchases or sales are reported. The only non-derivative transaction is an F-code tax-withholding disposition, where 1,898 shares were delivered at $133.00 per share to satisfy tax obligations tied to restricted stock vesting.

What indirect ADVANCED DRAINAGE SYSTEMS (WMS) holdings does D. Scott Barbour report?

The filing lists indirect holdings in a KSOP allocation and several trusts, including revocable and irrevocable trusts, GRATs, and remainder trusts. Each entry shows the common stock share balance for that entity, reflecting Barbour’s reported indirect beneficial ownership structure.

What does an F-code tax-withholding transaction mean for ADVANCED DRAINAGE SYSTEMS (WMS) insiders?

An F-code indicates shares were used to pay taxes or exercise costs associated with equity awards. For ADVANCED DRAINAGE SYSTEMS, Barbour’s 1,898 shares were withheld to satisfy tax obligations from restricted stock vesting, not as a discretionary market sale or purchase.

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^*

BARBOUR D. SCOTT

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

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		1,898(1)	D	$133	68,232	D
Common Stock								53,141	I	Reporting Person's Revocable Trust(2)
Common Stock								109,955	I	Reporting Person's Irrevocable Trust(3)
Common Stock								511	I	2023 GRAT Remainder Trust(4)
Common Stock								11,867	I	Reporting Person's 2024 GRAT(5)
Common Stock								46,500	I	Reporting Person's 2025 GRAT(5)
Common Stock								6,495	I	Spouse's Revocable Trust(6)
Common Stock								69,005	I	Spouse's Irrevocable Trust(7)
Common Stock								17,087.4254	I	By KSOP(8)

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. Shares held in revocable trust for the benefit of the reporting person.

3. Shares held in irrevocable spousal access trust established by the reporting person, of which the reporting person's spouse is a co-trustee. The beneficiaries of the irrevocable trust are the reporting person and his children.

4. Shares held in irrevocable remainder trust, of which the reporting person's spouse is trustee. The beneficiaries of the irrevocable trust are the reporting persons's nieces and nephew.

5. Shares held in GRATs of which the reporting person is trustee.

6. Shares held in revocable trust for the benefit of the reporting person's spouse.

7. Shares held in irrevocable spousal access trust established by the reporting person's spouse, of which the reporting person is a co-trustee. The beneficiaries of the irerrevocable trust include the reporting person's spouse and his children.

8. Represents current allocation under KSOP.

Remarks:

President & Chief Executive Officer

	/s/ D. Scott Barbour, 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)