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

Rhea-AI Filing Summary

Roivant Sciences Ltd. (ROIV) – Form 144 filing: Dr. Eric Venker has notified the SEC of his intent to sell up to 100,000 common shares through Rockefeller Financial beginning 21 Jul 2025. At the filing’s reference price, the block is valued at roughly $1.15 million and will trade on Nasdaq. Roivant lists 713.55 million shares outstanding, so the planned sale equals only ≈0.014 % of the float.

The notice also summarizes Venker’s recent activity: over the past three months he disposed of 1,082,835 shares across eight transactions, generating ≈$11.72 million in gross proceeds (20 Feb – 20 Jun 2025). The securities being sold were acquired via option exercise dated 20 Apr 2022 and paid for by wire.

No financial or operational metrics accompany the filing. From a capital-markets perspective, the proposed sale is immaterial to Roivant’s share count, yet the continuing insider sales trend can be interpreted as a modestly negative sentiment signal for investors.

Positive

• Immaterial dilution: proposed 100 k-share sale equals only 0.014 % of the 713.55 M shares outstanding, leaving capital structure unaffected.

Negative

• Continued insider selling: same insider has sold 1.08 M shares for ≈$11.7 M in the last three months, which may signal reduced confidence to some investors.

Insights

Securities Analyst

TL;DR: Small-scale insider sale, minimal dilution, but pattern of selling may pressure sentiment; overall impact neutral.

The 100 k-share block represents only 0.014 % of ROIV’s outstanding equity and therefore poses no dilution or balance-sheet consequence. However, Venker’s cumulative disposal of 1.08 M shares ($11.7 M) in three months suggests persistent insider distribution. Because Form 144 filings are routine and do not mandate execution, the market effect is typically modest unless volumes are large relative to float. Given Roivant’s sizeable capitalization, I classify the filing as not materially impactful, yet the negative optics of ongoing insider sales could weigh on short-term sentiment.

Corporate Governance Expert

TL;DR: Filing complies with Rule 144; recurring insider sales highlight transparency but may raise governance questions on alignment.

Rule 144 requires advance notice for affiliates’ open-market sales; Venker’s submission meets disclosure norms and references prior sales, enhancing procedural transparency. The staggered disposals suggest a structured liquidity program, potentially under a 10b5-1 plan, though the form lists no adoption date. While legal risk is low, investors often scrutinize serial insider selling for signals of confidence. Still, the percentage of ownership changing hands is negligible, so I deem the governance impact neutral.

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).

1. Name and Address of Reporting Person^*

GAST KELLY S.

(Last) (First) (Middle)

C/O ADVANCED DRAINAGE SYSTEMS, INC.

4640 TRUEMAN BOULEVARD

(Street)

HILLIARD OH 43026

(City) (State) (Zip)

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	07/17/2025		A		1,967	A	$0.00	7,871	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:

	/s/ Kelly S. Gast, by Scott A. Cottrill as attorney-in-fact	07/21/2025
	** 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.

FAQ

How many ROIV shares does the insider plan to sell?

The Form 144 states an intent to sell 100,000 common shares.

What is the estimated value of the proposed sale?

The aggregate market value listed is $1,151,941.91.

When will the shares be sold?

The approximate sale date disclosed is July 21 2025.

How many ROIV shares has the insider sold recently?

Over the past three months the filer sold 1,082,835 shares for ≈$11.72 million in gross proceeds.

What percentage of Roivant’s float does the new sale represent?

About 0.014 % of the 713.55 million shares outstanding.