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

Rhea-AI Filing Summary

Cloudflare, Inc. (NET) – Form 144 filing: EVP/CFO Thomas J. Seifert has filed to sell 8,689 Class A shares through Morgan Stanley on or about 21 Jul 2025. At the 7 Jun 2025 closing price implied by the filing, the stake is valued at $1.71 million. The proposed sale represents roughly 0.0028 % of NET’s 310.6 million shares outstanding, indicating a de-minimis dilution impact.

The shares were acquired via stock-option exercise on 30 Mar 2022 and will be transacted under an existing Rule 10b5-1 trading plan. The filing also discloses three prior sales in the last 90 days under the same plan: 10 k shares for $1.81 m (20 Jun 2025), 41.6 k shares for $6.52 m (20 May 2025) and 10 k shares for $1.20 m (25 Apr 2025), totaling 61,556 shares and $9.53 m in gross proceeds.

While recurring insider sales can create an optical overhang, the absolute amount remains small versus NET’s float and does not alter ownership structure materially. No operational or financial performance data are included in this notice.

Positive

• De-minimis size: 8,689 shares equal only 0.0028 % of outstanding stock, limiting market impact.
• Rule 10b5-1 plan usage reduces information-asymmetry concerns and signals adherence to governance best practices.

Negative

• Continued insider selling: CFO has disposed of 70 k shares (~$11 m) in 4 months, which some investors may interpret negatively despite plan structure.

Insights

Equity Research Analyst

TL;DR: Small, pre-planned insider sale; minimal dilution, neutral signal.

NET’s CFO seeks to divest 8.7 k shares (≈$1.7 m) via Rule 144. Combined with earlier 3-month sales, the insider has monetized about 70 k shares (≈$11 m). Relative to 310 m shares outstanding and daily volume (~3 m), liquidity impact is negligible. Rule 10b5-1 context reduces information-signaling risk, but persistent disposals could feed bearish narratives amid valuation scrutiny. Absent earnings data, I view the filing as routine and non-material.

Corporate Governance Specialist

TL;DR: Transaction complies with Rule 10b5-1; no governance red flags.

The filing affirms the insider’s representation of no undisclosed adverse information and cites an established trading plan, aligning with best-practice governance. Volume sold to date (<0.03 % of float) is far below thresholds that would trigger heightened board or market scrutiny. Therefore, the event is not impactful to shareholders’ governance considerations.

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^*

CHAIBI ANESA

(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		1,130	A	$0.00	7,588	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/ Anesa Chaibi, 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 Cloudflare (NET) shares are being sold in this Form 144?

The filing covers 8,689 Class A shares, valued at approximately $1.71 million.

What percentage of Cloudflare’s outstanding shares does the sale represent?

Only about 0.0028 % of the company’s 310.6 million shares outstanding.

Who is selling the shares and under what plan?

Executive Thomas J. Seifert is selling under a Rule 10b5-1 trading plan through Morgan Stanley.

Have there been recent insider sales by the same executive?

Yes. Over the past three months he sold 61,556 shares for $9.53 million in gross proceeds.

Does the filing disclose any new financial or operational data for NET?

No. Form 144 strictly details the proposed share sale and contains no earnings or operational metrics.