BARBOUR D. SCOTT 4

What Happened

• Barbour D. Scott, President & Chief Executive Officer of Advanced Drainage Systems (WMS), was granted 29,327 shares on 2026-05-20 as performance-based units that vested after performance goals were met. Those shares were issued at $0.00 (award/settlement).
• To satisfy tax obligations related to vesting, 934 shares were withheld on 2026-05-19 at $131.59 (proceeds $122,905) and 1,130 shares were withheld on 2026-05-20 at $136.83 (proceeds $154,618). Total proceeds from withholding = $277,523.
• Net effect: Scott acquired 29,327 shares and had 2,064 shares withheld for taxes, resulting in a net increase of 27,263 shares held (form does not list total post-transaction holdings).

Key Details

• Transaction dates and prices:
  • 2026-05-19: 934 shares withheld @ $131.59 = $122,905 (code F — tax withholding)
  • 2026-05-20: 1,130 shares withheld @ $136.83 = $154,618 (code F — tax withholding)
  • 2026-05-20: 29,327 shares granted/issued @ $0.00 (code A — award)
• Footnotes of note:
  • F1: Withheld shares represent tax withholding for vesting.
  • F2: The grant reflects earned performance-based units (period ended 3/31/2026) and includes 409 dividend-equivalent shares settled in common stock.
  • Other footnotes (F3–F9) reference various trust and KSOP holdings for the reporting person or family; these describe ownership vehicles, not separate market trades.
• Filing: Report filed 2026-05-21 for transactions on 2026-05-19 and 05-20 — no late filing indicated.

Context

• This was an award/settlement of earned performance-based units (an acquisition), with routine tax withholding rather than open-market sales. The withheld dispositions are not directional insider sales but standard tax-related transactions.
• For retail investors: awards indicate company performance goals were met for the stated period but do not necessarily signal the CEO’s personal buying or selling intent.