STOCK TITAN

ADS (NYSE: WMS) CFO reports 10,075-share award and tax withholding

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

Rhea-AI Filing Summary

ADVANCED DRAINAGE SYSTEMS, INC. Executive Vice President, CFO and Secretary Scott A. Cottrill reported equity compensation and related tax withholding transactions in company common stock. He received a grant of 10,075 shares of common stock at no cost, earned from performance-based units for a period ending March 31, 2026, including 130 shares from dividend equivalents.

To cover tax obligations tied to vesting, the issuer withheld 339 shares at $136.83 per share and 277 shares at $131.59 per share, which are not open-market sales. After these transactions he directly holds 98,537 shares of common stock and indirectly holds 17,469.0329 shares through a KSOP allocation, indicating these are routine compensation and tax-related entries rather than discretionary market trades.

Positive

  • None.

Negative

  • None.
Insider Cottrill Scott A
Role EVP, CFO AND SECRETARY
Type Security Shares Price Value
Tax Withholding Common Stock 339 $136.83 $46K
Grant/Award Common Stock 10,075 $0.00 --
Tax Withholding Common Stock 277 $131.59 $36K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 98,537 shares (Direct, null); Common Stock — 17,469.033 shares (Indirect, By KSOP)
Footnotes (1)
  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. Includes 89 shares of common stock acquired under the Advanced Drainage Systems, Inc. Employee Stock Purchase Plan, exempt under Rule 16b-3(c). 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 130 shares, which dividend equivalents are settled in common stock. Represents current allocation under KSOP.
Equity award granted 10,075 shares Performance-based units earned for period ended March 31, 2026
Tax withholding shares (May 20, 2026) 339 shares at $136.83/share Shares withheld to satisfy tax obligations on vested restricted stock
Tax withholding shares (May 19, 2026) 277 shares at $131.59/share Shares withheld to satisfy tax obligations on vested restricted stock
Direct holdings after transactions 98,537 shares Common stock directly owned following reported Form 4 entries
Indirect KSOP holdings 17,469.0329 shares Common stock held indirectly through KSOP allocation
Shares withheld for taxes (total) 616 shares Aggregate of F-coded tax-withholding dispositions
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.
Rule 16b-3(c) regulatory
"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.
performance-based units financial
"Reflects grant of performance-based units, originally granted pursuant to the Issuer's 2017 Omnibus Incentive Plan"
dividend equivalents financial
"Total includes dividend equivalents in the amount of 130 shares, which dividend equivalents are settled in common stock"
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.
KSOP financial
"Represents current allocation under KSOP"
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*
Cottrill Scott A

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, CFO AND SECRETARY
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026
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 Stock05/19/2026F277(1)D$131.5998,876(2)D
Common Stock05/20/2026F339(1)D$136.8398,537D
Common Stock05/20/2026A10,075(3)A$0108,612D
Common Stock17,469.0329IBy KSOP(4)
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. 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 130 shares, which dividend equivalents are settled in common stock.
4. Represents current allocation under KSOP.
/s/ Scott A. Cottrill05/21/2026
** 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)

FAQ

What did WMS executive Scott Cottrill report in this Form 4 filing?

Scott A. Cottrill reported routine equity compensation and tax-withholding transactions in Advanced Drainage Systems common stock, including a 10,075-share performance-based award and share withholdings used to satisfy associated tax obligations rather than open-market purchases or sales.

How many WMS shares were granted to Scott Cottrill in this transaction?

He received a grant of 10,075 shares of Advanced Drainage Systems common stock at no cost. The grant reflects performance-based units earned for a period ending March 31, 2026 and includes 130 shares attributed to dividend equivalents settled in stock.

Why were WMS shares disposed of in Scott Cottrill’s Form 4?

The filing shows 339 shares at $136.83 and 277 shares at $131.59 were withheld by the issuer to cover Cottrill’s tax obligations on vested restricted stock, meaning they are tax-withholding dispositions rather than discretionary open-market sales of his holdings.

What are Scott Cottrill’s direct WMS share holdings after these transactions?

Following the reported grant and tax-withholding entries, Scott Cottrill directly holds 98,537 shares of Advanced Drainage Systems common stock. This figure reflects his updated direct ownership position after equity compensation was settled and related tax obligations were satisfied in shares.

Does Scott Cottrill have indirect ownership of WMS shares?

Yes. The Form 4 indicates an indirect holding of 17,469.0329 shares of Advanced Drainage Systems common stock through a KSOP allocation. This represents shares held on his behalf under a plan, separate from the 98,537 shares he owns directly.

Were any open-market purchases or sales of WMS stock reported?

No open-market purchases or sales are shown. The Form 4 reflects a grant of 10,075 shares as compensation and share dispositions solely for tax withholding, where shares were delivered to satisfy tax liabilities associated with vesting of restricted stock.