STOCK TITAN

Makowski (WMS) granted performance units; shares withheld for taxes

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

Rhea-AI Filing Summary

ADVANCED DRAINAGE SYSTEMS, INC. officer Tim A. Makowski reported receiving 3,729 shares of common stock as a grant tied to performance-based units earned under the company’s 2017 Omnibus Incentive Plan, including 53 shares from dividend equivalents. The filing also shows 192 shares of common stock withheld at prices of $131.59 and $136.83 to satisfy tax obligations related to vesting of restricted common stock. In addition to his direct holdings, Makowski has 17,556.8712 shares of common stock indirectly held through a KSOP as of May 19, 2026.

Positive

  • None.

Negative

  • None.
Insider MAKOWSKI TIM A
Role See Remarks
Type Security Shares Price Value
Tax Withholding Common Stock 88 $136.83 $12K
Grant/Award Common Stock 3,729 $0.00 --
Tax Withholding Common Stock 104 $131.59 $14K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 2,275 shares (Direct, null); Common Stock — 17,556.871 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. 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 53 shares, which dividend equivalents are settled in common stock. Represents current allocation under KSOP.
Stock grant 3,729 shares Common stock from earned performance-based units
Dividend equivalents 53 shares Dividend equivalents settled in common stock within grant
Tax withholding at $131.59 104 shares Shares withheld to satisfy tax obligations
Tax withholding at $136.83 88 shares Shares withheld to satisfy tax obligations
Total tax-withheld shares 192 shares Total F-code tax-withholding dispositions
KSOP indirect holding 17,556.8712 shares Indirect ownership by KSOP as of May 19, 2026
restricted common stock financial
"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.
performance-based units financial
"Reflects grant of performance-based units, originally granted pursuant"
2017 Omnibus Incentive Plan financial
"originally granted pursuant to the Issuer's 2017 Omnibus Incentive Plan"
dividend equivalents financial
"Total includes dividend equivalents in the amount of 53 shares"
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."
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*
MAKOWSKI TIM A

(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)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026
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 Stock05/19/2026F104(1)D$131.592,363D
Common Stock05/20/2026F88(1)D$136.832,275D
Common Stock05/20/2026A3,729(2)A$06,004D
Common Stock17,556.8712IBy KSOP(3)
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. 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 53 shares, which dividend equivalents are settled in common stock.
3. Represents current allocation under KSOP.
Remarks:
Vice President, Controller and Chief Accounting Officer
/s/ Tim A. Makowski, 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 did Tim A. Makowski report in this Form 4 for WMS?

Tim A. Makowski reported a grant of 3,729 shares of Advanced Drainage Systems common stock from earned performance-based units, with additional disclosure of share withholding for taxes and indirect holdings through a KSOP.

How many Advanced Drainage Systems (WMS) shares did Makowski receive?

Makowski received 3,729 shares of Advanced Drainage Systems common stock. These shares reflect performance-based units earned for a performance period ending March 31, 2026, and include 53 shares issued as dividend equivalents paid in common stock.

Why were some WMS shares withheld in Makowski’s Form 4 filing?

A total of 192 shares of WMS common stock were withheld to satisfy Makowski’s tax obligations arising from the vesting of restricted common stock. These tax-withholding dispositions occurred at prices of $131.59 and $136.83 per share.

What are the performance-based units mentioned in the WMS Form 4?

The performance-based units were originally granted under Advanced Drainage Systems’ 2017 Omnibus Incentive Plan and became earned after the company determined certain performance goals for the period ending March 31, 2026 were met. They were settled in common stock.

What does the KSOP holding mean in Makowski’s WMS filing?

The Form 4 notes an indirect holding of 17,556.8712 shares of WMS common stock "By KSOP." A footnote explains this represents Makowski’s current allocation under the KSOP, showing additional indirect ownership beyond his directly held shares.

How were dividend equivalents treated in Makowski’s WMS stock award?

Makowski’s performance-based award includes 53 shares described as dividend equivalents. According to the filing, these dividend equivalents are settled in Advanced Drainage Systems common stock, increasing the total number of shares received in the grant.