ADVANCED DRAINAGE SYSTEMS, INC.

The risk factors below reflect risks related to the proposed acquisition of StormTrap. Additional important risk factors that could affect our operations and financial performance, or that could cause results or events to differ from current expectations, are described in “Part I, Item 1A — Risk Factors” of our Fiscal 2026 Form 10-K. These factors are further supplemented by those discussed in “Part II, Item 7A — Quantitative and Qualitative Disclosures about Market Risk” of our Fiscal 2026 Form 10-K and in “Part I, Item 3 — Quantitative and Qualitative Disclosures about Market Risk” and “Part II, Item 1 — Legal Proceedings” of this Quarterly Report on Form 10-Q.

The acquisition of StormTrap may not be completed on the anticipated terms, within the anticipated timeframe, or at all.

The completion of our proposed acquisition of StormTrap is subject to customary closing conditions and other risks and uncertainties. There can be no assurance that all required closing conditions will be satisfied or waived, that the acquisition will be completed within the anticipated timeframe, or that the acquisition will be completed at all.

If the acquisition is delayed or not completed, we may not realize the anticipated strategic, operational or financial benefits of the transaction. In addition, we may incur significant transaction-related costs regardless of whether the acquisition is completed, and management may be required to devote substantial time and resources to transaction-related matters. Any delay in completing, or failure to complete, the acquisition could adversely affect our business, financial condition, results of operations and cash flows.

We may be unable to successfully integrate StormTrap, if the acquisition is completed, in order to realize the anticipated benefits of the transaction or do so within the anticipated timeframe.

If the acquisition of StormTrap is completed, we expect to devote significant management attention and resources to integrating StormTrap’s business and operations with our Company. We may be unable to realize the planned synergies from the proposed StormTrap acquisition or other anticipated benefits in the timeframe that we expect or at all. We continue to assess synergies that may be realized from the transaction, the achievement of which will depend on a number of factors.

If completed, the success of the proposed StormTrap acquisition, including anticipated synergies, benefits and cost savings, will depend in part on our ability to successfully combine and integrate our operations with the StormTrap business. If we experience difficulties with the integration process or incur unforeseen costs, the anticipated benefits and cost savings of the transaction may not be realized fully or at all, or may take longer to realize than expected. Integration efforts may result in significant costs and divert management attention and resources. These matters could adversely affect our business and financial results for an extended period following the completion of such transaction. In addition, actual cost savings may be less than anticipated or otherwise offset by other factors.

Uncertainties associated with the integration of the proposed acquisition of StormTrap may result in the loss of management personnel and other key employees, which could adversely affect our business, operations and financial results.

The integration of the proposed acquisition of StormTrap, if completed, may disrupt our business and the businesses of StormTrap. We depend on the experience, industry knowledge and expertise of senior management and other key employees to execute our business strategy. The unanticipated departure of members of management or other key personnel, whether from our Company or, if completed, StormTrap, could adversely affect our operations and growth initiatives.

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In addition, current and prospective employees may experience uncertainty regarding their future roles and responsibilities, which could adversely affect our ability to attract and retain key personnel. Accordingly, no assurance can be given that we will be able to retain key management personnel and employees or continue to attract qualified personnel at historical levels. Competition for experienced management, engineering, technical, marketing and support personnel remains intense, and we may be unable to attract or retain such personnel.