TAYLOR CRAIG J. 4

What Happened

• Craig J. Taylor, Executive Vice President of Advanced Drainage Systems (WMS), was awarded 4,039 performance-based shares on 2026-05-20 and had 287 shares withheld to satisfy tax obligations in connection with vesting. The withheld shares were disposed in two transactions: 167 shares on 2026-05-19 at $131.59 ($21,976) and 120 shares on 2026-05-20 at $136.83 ($16,420), for a total withheld value of $38,396. The 4,039-share award is reported at $0.00 in the filing because it reflects an earned grant (not a cash purchase).

Key Details

• Transaction dates and prices:
  • 2026-05-19: 167 shares withheld @ $131.59 = $21,976 (disposed) [F1]
  • 2026-05-20: 120 shares withheld @ $136.83 = $16,420 (disposed) [F1]
  • 2026-05-20: 4,039 shares awarded @ $0.00 = $0 (acquired) [F3]
• Total shares withheld for taxes: 287 shares; total value withheld: $38,396.
• Footnotes of note:
  • F1: Shares were withheld to satisfy the Reporting Person’s tax obligations on vesting.
  • F2: Filing includes 89 shares acquired under the company’s Employee Stock Purchase Plan (exempt under Rule 16b-3(c)).
  • F3: The 4,039 shares reflect performance-based units earned for the period ended 3/31/2026; this total includes 56 dividend-equivalent shares settled in common stock.
• Shares owned after the transactions: not specified in the provided excerpt.
• Filing timeliness: Report filed 2026-05-21 for transactions on 2026-05-19 and 05-20 — appears to be timely under Form 4 rules.

Context

• The main event is an earned performance award (A), which is an acquisition of shares due to achieving company performance goals; this is different from an open-market purchase. The withheld-share disposals (F) are routine tax-withholding actions tied to vesting and do not necessarily signal a change in the insider’s view of the company. The filing also notes some ESPP activity (F2), which is exempt and common for employees.