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Advanced Drainage (NYSE: WMS) CFO shares withheld for tax on vesting

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

Rhea-AI Filing Summary

ADVANCED DRAINAGE SYSTEMS, INC. executive Scott A. Cottrill reported routine equity compensation-related activity. On May 22, 2026, 604 shares of common stock were withheld at $133.00 per share to cover his tax obligations in connection with the vesting of restricted common stock, rather than an open-market sale. After this tax-withholding disposition, he directly held 108,008 shares of common stock and indirectly held 17,469.0329 shares through a KSOP allocation.

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Insider Cottrill Scott A
Role EVP, CFO AND SECRETARY
Type Security Shares Price Value
Tax Withholding Common Stock 604 $133.00 $80K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 108,008 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). Represents current allocation under KSOP.
Tax-withholding shares 604 shares Withheld on May 22, 2026 to satisfy tax obligations
Withholding price $133.00 per share Value used for 604 withheld shares of common stock
Direct holdings after transaction 108,008 shares Common stock directly owned by Scott A. Cottrill after withholding
Indirect KSOP holdings 17,469.0329 shares Current KSOP allocation of common stock
Tax-withholding count 1 transaction Single F-code tax-withholding disposition reported
Tax-withholding shares summary 604 shares Matches transactionSummary taxWithholdingShares
restricted common stock financial
"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
"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.
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.
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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)
05/22/2026
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 Stock05/22/2026F604(1)D$133108,008(2)D
Common Stock17,469.0329IBy 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)
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. Represents current allocation under KSOP.
/s/ Scott A. Cottrill05/27/2026
** 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)

FAQ

What insider transaction did WMS executive Scott Cottrill report?

Scott A. Cottrill reported a tax-withholding disposition of 604 shares of Advanced Drainage Systems common stock. The shares were withheld to satisfy tax obligations tied to vesting restricted stock, not sold in an open-market transaction.

How many WMS shares were withheld for Scott Cottrill’s taxes?

A total of 604 shares of Advanced Drainage Systems common stock were withheld at $133.00 per share. This covered Cottrill’s tax obligations arising from the vesting of restricted common stock awards.

How many Advanced Drainage Systems (WMS) shares does Scott Cottrill hold after this filing?

After the reported transactions, Scott Cottrill directly held 108,008 shares of Advanced Drainage Systems common stock and indirectly held 17,469.0329 shares through a KSOP allocation associated with his employment.

Was the WMS insider transaction an open-market sale or a tax withholding?

The transaction was a tax withholding, coded “F,” where 604 shares were delivered to cover tax obligations. It was not an open-market sale, but a routine mechanism tied to restricted stock vesting.

What is the KSOP mentioned in Scott Cottrill’s WMS Form 4?

The KSOP reference indicates Cottrill’s current allocation of 17,469.0329 Advanced Drainage Systems shares in a combined retirement or stock ownership plan. These shares are reported as indirectly owned through that plan.

Did Scott Cottrill buy any Advanced Drainage Systems (WMS) shares in this Form 4?

No purchases were reported. The Form 4 shows shares withheld for taxes related to restricted stock vesting and a holding entry for his KSOP allocation, without any open-market buys or sells.