TALLEY KEVIN C 4

What Happened
Kevin C. Talley, EVP and CAO of Advanced Drainage Systems (WMS), was issued 5,903 shares (performance-based/restricted common stock) that vested after the company determined performance goals were met. The award is reported at $0 acquisition price (grant). To cover tax obligations related to vesting, 141 shares were withheld on 2026-05-19 (treated as disposition) at $131.59 each ($18,554) and another 141 shares were withheld on 2026-05-20 at $136.83 each ($19,293).

Key Details

• Grant/acquisition: 5,903 shares granted/issued (reported as acquired at $0). Footnote indicates these are performance-based units earned for the period ended 3/31/2026 and include 69 dividend-equivalent shares settled in stock (F3).
• Tax withholding/dispositions (code F): 141 shares withheld on 2026-05-19 @ $131.59 = $18,554; 141 shares withheld on 2026-05-20 @ $136.83 = $19,293. Total shares withheld: 282; total approximate value withheld: $37,847.
• Other footnotes: F1 confirms the withheld shares satisfy tax obligations on vesting; F2 references 49 shares acquired under the company ESPP (exempt under Rule 16b-3(c)); F4 notes current KSOP allocation.
• Filing: Form 4 filed 2026-05-21 reporting transactions dated 2026-05-19 and 05-20. No late filing flag is indicated in the provided data.
• Shares owned after the transaction: not reported in the supplied summary.

Context
This was an issuance of earned performance/restricted stock, not an open-market purchase or voluntary sale. The withholding transactions are routine tax-withholding actions (code F) that often accompany vesting of restricted or performance-based awards and do not necessarily indicate a change in insider sentiment.