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ADVANCED DRAINAGE SYSTEMS, INC.

For the period ended Mar 31, 2026. Filed May 21, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed May 21, 2026

WMS$131.01+5.4%Stored close · as of Nov 9, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

For the fiscal year ended March 31, 2026

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

COMMISSION FILE NO.:001-36557

ADVANCED DRAINAGE SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware51-0105665
(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification Number)

4024 Green Stripe Lane, Hilliard, Ohio 43026

(Address of principal executive offices and zip code)

(800)733-7473

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: Common Stock, $0.01 par value per share

Title of Each ClassTrading Symbol(s)Name of Each Exchange On Which Registered
Common Stock, $0.01 par value per shareWMSNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)

Large Accelerated Filer☒Accelerated Filer☐
Non-Accelerated Filer☐Smaller Reporting Company☐
Emerging Growth Company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes☒ No☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b)☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒

The aggregate market value of the shares of common stock held by non-affiliates of the registrant (treating all executive officers and directors of the registrant, for this purpose, as affiliates of the registrant) was $10,679 million as of September 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, based on the reported closing price of the shares of common stock as reported on the New York Stock Exchange on September 30, 2025.

As of May 14, 2026, the registrant had 76,595,708 shares of common stock outstanding. The shares of common stock trade on the New York Stock Exchange under the ticker symbol “WMS.” In addition, as of May 14, 2026, 221,893 shares of unvested restricted common stock were outstanding and a total of 76,817,601 shares of common stock were outstanding, inclusive of outstanding shares of unvested restricted common stock.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this report incorporates by reference specific portions of the Registrant’s Notice of Annual Meeting and Proxy Statement relating to the Annual Meeting of Stockholders to be held on July 16, 2026, which statement will be filed no later than 120 days after the end of the fiscal year covered by this report.

TABLE OF CONTENTS

Page
Cautionary Statement About Forward-Looking Statementsiii
PART I
Item 1.Business1
Item 1A.Risk Factors12
Item 1B.Unresolved Staff Comments22
Item 1C.Cybersecurity22
Item 2.Properties23
Item 3.Legal Proceedings24
Item 4.Mine Safety Disclosures24
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities25
Item 6.Reserved26
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations27
Item 7A.Quantitative and Qualitative Disclosures About Market Risk41
Item 8.Financial Statements and Supplementary Data42
Item 9.Changes in and Disagreements with Accountant on Accounting and Financial Disclosure42
Item 9A.Controls and Procedures42
Item 9B.Other Information43
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections43
PART III
Item 10.Directors, Executive Officers and Corporate Governance44
Item 11.Executive Compensation44
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters44
Item 13.Certain Relationships and Related Transactions, and Director Independence44
Item 14.Principal Accountant Fees and Services44
PART IV
Item 15.Exhibits and Financial Statement Schedules45

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