Insider D. Scott Barbour (NYSE: WMS) logs bona fide stock gifts by trusts

Rhea-AI Filing Summary

Advanced Drainage Systems, Inc. director and officer D. Scott Barbour reported two bona fide gifts of common stock on March 4, 2026. Entities described as the reporting person’s 2023 GRAT and a 2023 GRAT remainder trust each transferred 511 shares at a stated price of $0.00 per share, for total gifted shares of 1,022.

After these transactions and previously disclosed adjustments, Barbour’s direct holdings are 42,867 shares of common stock. Indirect holdings include 11,867 shares in a 2024 GRAT, 46,500 shares in a 2025 GRAT, and 60,291 shares in a revocable trust for his benefit, along with additional shares in various irrevocable trusts and a KSOP allocation of 17,065.5115 shares.

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

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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^*

BARBOUR D. SCOTT

(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
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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	03/04/2026		G		511	D	$0	0(1)	I	Reporting Person's 2023 GRAT(2)
Common Stock	03/04/2026		G		511	A	$0	511	I	2023 GRAT Remainder Trust(3)
Common Stock								42,867(4)	D
Common Stock								11,867	I	Reporting Person's 2024 GRAT(2)
Common Stock								46,500	I	Reporting Person's 2025 GRAT(2)
Common Stock								60,291(1)(4)	I	Reporting Person's Revocable Trust(5)
Common Stock								98,805	I	Reporting Person's Irrevocable Trust(6)
Common Stock								6,495	I	Spouse's Revocable Trust(7)
Common Stock								69,005	I	Spouse's Irrevocable Trust(8)
Common Stock								17,065.5115	I	By KSOP(9)

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. On December 17, 2025, the reporting person transferred 24,600 shares of common stock of Advanced Drainage Systems, Inc. from his 2023 GRAT to his revocable trust for the benefit of the reporting person, which transfer is exempt under Rule 16a-13.

2. Shares held in GRATs of which the reporting person is trustee.

3. Shares held in irrevocable remainder trust, of which the reporting person's spouse is trustee. The beneficiaries of the irrevocable trust are the reporting persons's nieces and nephew.

4. Reflects correction of previously reported gift of 1,800 from direct holdings on November 25, 2025 that was actually gifted from the reporting person's revocable trust.

5. Shares held in revocable trust for the benefit of the reporting person.

6. Shares held in irrevocable spousal access trust established by the reporting person, of which the reporting person's spouse is a co-trustee. The beneficiaries of the irrevocable trust are the reporting person and his children.

7. Shares held in revocable trust for the benefit of the reporting person's spouse.

8. Shares held in irrevocable spousal access trust established by the reporting person's spouse, of which the reporting person is a co-trustee. The beneficiaries of the irerrevocable trust include the reporting person's spouse and his children.

9. Represents current allocation under KSOP.

Remarks:

President & Chief Executive Officer

	/s/ D. Scott Barbour, by Scott A. Cottrill as attorney-in-fact	03/06/2026
	** 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.

FAQ

What insider activity did D. Scott Barbour report for WMS on March 4, 2026?

D. Scott Barbour reported two bona fide gifts of Advanced Drainage Systems common stock on March 4, 2026. Trusts associated with him each transferred 511 shares at a stated price of $0.00 per share, reflecting non-cash, gift transactions rather than open-market trades.

How many Advanced Drainage Systems (WMS) shares were gifted in Barbour’s Form 4?

The Form 4 reports that entities associated with Barbour gifted a total of 1,022 common shares, split into two transfers of 511 shares each. Both transactions are coded as bona fide gifts, indicating they were non-cash dispositions rather than standard buy or sell transactions.

What are D. Scott Barbour’s direct holdings in WMS after the reported transactions?

Following the reported March 4, 2026 gifts and prior adjustments, Barbour directly holds 42,867 shares of Advanced Drainage Systems common stock. This figure excludes shares held through various trusts and plans, which are reported separately on an indirect ownership basis in the same Form 4 filing.

What indirect WMS shareholdings are reported for Barbour through trusts and plans?

Indirectly, Barbour is reported with holdings including 11,867 shares in a 2024 GRAT, 46,500 shares in a 2025 GRAT, and 60,291 shares in a revocable trust for his benefit. Additional shares are held in irrevocable trusts and through a KSOP allocation of 17,065.5115 shares.

How does the Form 4 describe the nature of Barbour’s March 4, 2026 WMS transactions?

The March 4, 2026 transactions are coded as “G” with the description “bona fide gift,” and the action is characterized as a gift transfer. The reported price per share is $0.00, underscoring that these were non-cash, gift dispositions rather than market purchases or sales.

What prior adjustments are referenced in Barbour’s WMS Form 4 footnotes?

Footnotes describe a prior transfer of 24,600 shares from a 2023 GRAT to Barbour’s revocable trust, stated as exempt under Rule 16a-13. They also note a correction of a previously reported 1,800-share gift that was actually made from his revocable trust, not direct holdings.