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  4. [Form 4] ADVANCED DRAINAGE SYSTEMS, INC. Insider Trading Activity

Barbour of ADVANCED DRAINAGE SYSTEMS (WMS) has shares withheld for tax on vesting

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

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.

Positive

  • None.

Negative

  • None.

Insights

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 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.
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
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."

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Form 4 Insider Transactions: What Each Field Means →

FAQ

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.
SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
XOfficer (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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/22/2026F1,898(1)D$13368,232D
Common Stock53,141IReporting Person's Revocable Trust(2)
Common Stock109,955IReporting Person's Irrevocable Trust(3)
Common Stock511I2023 GRAT Remainder Trust(4)
Common Stock11,867IReporting Person's 2024 GRAT(5)
Common Stock46,500IReporting Person's 2025 GRAT(5)
Common Stock6,495ISpouse's Revocable Trust(6)
Common Stock69,005ISpouse's Irrevocable Trust(7)
Common Stock17,087.4254IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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-fact05/27/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR