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Advanced Drainage Systems (WMS) EVP gets 4,555-share award, 217 withheld for taxes

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

Rhea-AI Filing Summary

ADVANCED DRAINAGE SYSTEMS, INC. executive Thomas J. Waun Sr., EVP International, reported routine equity compensation and related tax withholding in company stock. On May 19, 2026, he acquired 4,555 shares of Common Stock at no cost through a grant of performance-based units earned under the company’s 2017 Omnibus Incentive Plan, including 63 shares of dividend equivalents settled in stock. To cover tax obligations tied to vesting of restricted stock and these awards, 217 shares in total were withheld by the issuer on May 19 and May 20 at prices of $131.59 and $136.83 per share, respectively; these withholdings are not open-market sales. After these transactions, Waun directly held 13,253 shares of Common Stock, which also include 89 shares acquired through the company’s Employee Stock Purchase Plan. Separately, an indirect holding of 807.4087 shares is allocated under a KSOP, reflecting retirement-plan related ownership.

Positive

  • None.

Negative

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Insider WAUN THOMAS J. SR.
Role EVP, International
Type Security Shares Price Value
Tax Withholding Common Stock 100 $136.83 $14K
Tax Withholding Common Stock 117 $131.59 $15K
Grant/Award Common Stock 4,555 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 13,253 shares (Direct, null); Common Stock — 807.409 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). 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 63 shares, which dividend equivalents are settled in common stock Represents current allocation under KSOP.
Equity grant 4,555 shares Common Stock grant on May 19, 2026
Dividend equivalents 63 shares Included in performance-based units grant
Tax-withheld shares 217 shares Shares withheld to satisfy tax obligations
Tax withholding price $131.59 per share 117 shares withheld on May 19, 2026
Tax withholding price $136.83 per share 100 shares withheld on May 20, 2026
Direct holdings after transactions 13,253 shares Common Stock directly held after reported events
Indirect KSOP allocation 807.4087 shares Current allocation under KSOP
ESPP shares included 89 shares Acquired under Employee Stock Purchase Plan
restricted common stock financial
"Represents shares withheld to satisfy Reporting Person's 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 89 shares of common stock acquired under the Advanced Drainage Systems, Inc. Employee Stock Purchase Plan, exempt under Rule 16b-3(c)."
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, earned after the Issuer determined that certain performance goals for the performance period ended March 31, 2026 had been met."
dividend equivalents financial
"Total includes dividend equivalents in the amount of 63 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.
2017 Omnibus Incentive Plan financial
"Originally granted pursuant to the Issuer's 2017 Omnibus Incentive Plan, earned after the Issuer determined that certain performance goals had been met."
KSOP financial
"Represents current allocation under KSOP."
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*
WAUN THOMAS J. SR.

(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, International
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2025
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 Stock05/19/2026F117(1)D$131.5913,353(2)D
Common Stock05/20/2026F100(1)D$136.8313,253D
Common Stock05/19/2026A4,555(3)A$017,808D
Common Stock807.4087IBy 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)
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. 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 63 shares, which dividend equivalents are settled in common stock
4. Represents current allocation under KSOP.
/s/ Thomas J. Waun, Sr., by Scott A. Cottrill as attorney-in-fact05/21/2026
** 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 transactions did WMS executive Thomas J. Waun Sr. report?

He reported a stock grant and tax-related share withholdings. Waun received 4,555 shares of Advanced Drainage Systems Common Stock as a performance-based award, while 217 shares were withheld to cover tax obligations tied to restricted stock and award vesting.

How many Advanced Drainage Systems (WMS) shares did Thomas Waun receive in the latest grant?

He received 4,555 shares of Common Stock at no cost. The award reflects performance-based units earned under the 2017 Omnibus Incentive Plan and includes 63 shares in dividend equivalents settled directly in stock.

Were any of Thomas Waun’s WMS transactions open-market sales or purchases?

No open-market trades were reported. The Form 4 only shows a grant of 4,555 shares and tax-withholding dispositions of 217 shares, where the issuer withheld stock to satisfy tax obligations rather than Waun selling shares on the market.

What are Thomas Waun’s direct WMS share holdings after these transactions?

After the reported transactions, he directly holds 13,253 shares of Advanced Drainage Systems Common Stock. This total includes 89 shares acquired under the company’s Employee Stock Purchase Plan, which is exempt under Rule 16b-3(c).

What indirect WMS holdings does Thomas Waun have through retirement or benefit plans?

He has an indirect allocation of 807.4087 shares of Common Stock under a KSOP. This reflects retirement-plan related ownership and is separate from his directly held 13,253 shares reported after the most recent equity grant and tax withholdings.

How many WMS shares were withheld to cover Thomas Waun’s tax obligations?

A total of 217 shares were withheld. Specifically, 117 shares were withheld at $131.59 per share on May 19, 2026, and 100 shares at $136.83 per share on May 20, 2026, to satisfy tax obligations from vesting.