TALLEY KEVIN C 4

What Happened

• Kevin C. Talley, Executive Vice President and Chief Administrative Officer of Advanced Drainage Systems, Inc. (WMS), received equity awards on May 26, 2026 totaling 3,926 shares. That consists of 1,217 shares of common stock granted at $0.00 and 2,709 derivative awards (stock-based awards/options) also reported at $0.00. The reported dollar consideration at grant is $0, consistent with company compensation grants.

Key Details

• Transaction date: 2026-05-26; Form 4 filed: 2026-05-28 (timely filing).
• Grants: 1,217 shares of common stock at $0.00; 2,709 derivative awards at $0.00 (total awarded = 3,926 shares).
• Footnotes:
  • F1: 1,217-share grant includes 49 shares acquired under the Employee Stock Purchase Plan (ESPP), which is exempt under Rule 16b-3(c).
  • F2: Represents current allocation under the KSOP (company stock ownership/plan allocation).
  • F3: The derivative awards are subject to vesting — they vest in three equal annual installments beginning May 26, 2027, contingent on continued employment.
• Shares owned after transaction: not specified in the provided excerpt of the filing.

Context

• These entries are equity compensation grants (not open-market purchases or sales). The derivative award appears to be time‑vesting options/awards that will vest over three years, so they are not immediately liquid. Such grants are routine forms of executive compensation and do not by themselves indicate an intent to buy or sell shares on the open market.