WMS EVP Talley granted 5,903 shares, 282 withheld

ADVANCED DRAINAGE SYSTEMS, INC. executive Kevin C. Talley, EVP and CAO, reported equity compensation activity in company stock.

Rhea-AI Filing Summary

ADVANCED DRAINAGE SYSTEMS, INC. executive Kevin C. Talley, EVP and CAO, reported equity compensation activity in company stock. He received a grant of 5,903 shares of common stock at no cost, earned from performance-based units and related dividend equivalents after performance goals for the period ended March 31, 2026 were met.

To cover tax obligations tied to vesting of restricted common stock, 282 shares were withheld over two days at prices of $131.59 and $136.83 per share, which are not open‑market sales. After these transactions, Talley directly holds 62,560 shares of common stock and also has 21,644.3045 shares allocated indirectly through the company KSOP plan.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider TALLEY KEVIN C

Role EVP and CAO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	141	$136.83	$19K
Grant/Award	Common Stock	5,903	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	141	$131.59	$19K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 62,560 shares (Direct); Common Stock — 21,644.3045 shares (Indirect, By KSOP)

Footnotes (4)

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. Includes 49 shares of common stock acquired under the Advanced Drainage Systems, Inc. Employee Stock Purchase Plan, exempt under Rule 16b-3(c).
3. F3. 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 69 shares, which dividend equivalents are settled in common stock.
4. F4. Represents current allocation under KSOP.

Key Figures

Stock grant: 5,903 shares Tax withholding shares: 282 shares Tax withholding price 1: $131.59/share +3 more

6 metrics

Stock grant 5,903 shares Common stock granted as earned performance-based units

Tax withholding shares 282 shares Shares withheld to satisfy tax obligations on vesting

Tax withholding price 1 $131.59/share Price for 141 shares withheld on May 19, 2026

Tax withholding price 2 $136.83/share Price for 141 shares withheld on May 20, 2026

Direct holdings after 56,657 shares Direct common stock held following transactions

Indirect KSOP holdings 21,644.3045 shares Common stock allocated under KSOP as of May 19, 2026

Key Terms

restricted common stock, Employee Stock Purchase Plan, performance-based units, dividend equivalents, +1 more

5 terms

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.

Employee Stock Purchase Plan financial

"Includes 49 shares of common stock 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.

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 69 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"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did ADVANCED DRAINAGE SYSTEMS (WMS) EVP Kevin Talley report on this Form 4?

Kevin Talley reported equity compensation activity, including a grant of 5,903 shares of common stock and related tax-withholding transactions. These actions reflect vesting and settlement of performance-based awards rather than open-market buying or selling of WMS shares.

How many ADVANCED DRAINAGE SYSTEMS (WMS) shares were granted to Kevin Talley?

Kevin Talley received 5,903 shares of common stock at no cost. The grant stems from performance-based units, including 69 shares from dividend equivalents, earned after the company determined performance goals for the period ended March 31, 2026 were achieved.

Were any of Kevin Talley’s WMS share transactions open-market sales or purchases?

No open-market sales or purchases were reported. The Form 4 shows a grant of 5,903 shares and 282 shares withheld to satisfy tax obligations tied to vesting, which are compensation-related transactions rather than discretionary market trades in WMS stock.

What are Kevin Talley’s WMS share holdings after these Form 4 transactions?

After the reported transactions, Kevin Talley directly holds 56,657 shares of ADVANCED DRAINAGE SYSTEMS common stock. He also has an additional 21,644.3045 shares held indirectly through a KSOP allocation, giving him both direct and plan-based exposure to WMS shares.

What do the tax-withholding transactions on Kevin Talley’s WMS Form 4 represent?

The two F-code entries represent 282 shares withheld to cover tax obligations on vested restricted stock. Shares were withheld at $131.59 and $136.83 per share, meaning the company retained shares instead of paying cash taxes, which is standard for equity compensation.

How were performance goals linked to Kevin Talley’s WMS share grant determined?

The 5,903-share grant reflects performance-based units under the 2017 Omnibus Incentive Plan, earned after the issuer determined performance goals for the period ended March 31, 2026 were met. The total includes 69 shares from dividend equivalents settled in common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/21/2026 - 06:19 PM EDT Learn about SEC filing dates

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).

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^*

TALLEY KEVIN C

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and CAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/19/2026		F		141(1)	D	$131.59	56,798(2)	D
Common Stock	05/20/2026		F		141(1)	D	$136.83	56,657	D
Common Stock	05/20/2026		A		5,903(3)	A	$0	62,560	D
Common Stock								21,644.3045	I	By 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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 49 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 69 shares, which dividend equivalents are settled in common stock.

4. Represents current allocation under KSOP.

	/s/ Kevin C. Talley, by Scott A. Cottrill as attorney-in-fact	05/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)