UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): August 7, 2025~~1934

Date of Report (Date of earliest event reported): September 23, 2025

ADVANCED DRAINAGE SYSTEMS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-36557		51-0105665	~~001-36557~~	~~51-0105665~~
(State or Other Jurisdictionof Incorporation)				(Commission File Number)	(IRS EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
4640 Trueman Boulevard,					43026
4640 Trueman Boulevard, Hilliard, Ohio			43026
Hilliard,		Ohio
(Address of Principal Executive Offices)			(Zip Code)
(Address of Principal Executive Offices)					(Zip Code)

Registrant’s Telephone Number, Including Area Code: (614) 658-0050

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

TradingSymbol(s)

Name of each exchangeon which registered

~~TradingSymbol(s)~~

~~Name of each exchange on which registered~~

Common Stock, $0.01 par value per share

WMS

New York Stock Exchange

~~WMS~~

~~New York Stock Exchange~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 21.~~02 Results~~01 ofEntry ~~Operations~~Into ~~and~~a ~~Financial~~Material ~~Condition~~ Definitive Agreement.

On ~~August 7~~September 23, 2025, Advanced Drainage Systems, Inc. (the "“Company"”) ~~issued~~and NORMA Group SE (“Norma Group”), a ~~press~~European ~~release~~company ~~setting~~(Societas ~~forth~~Europaea) incorporated under the ~~Company’s~~laws ~~unaudited~~of ~~results~~Germany, ~~for~~entered ~~the~~into ~~fiscal~~a ~~first~~Master ~~quarter~~Share ~~ended~~Purchase ~~June~~Agreement 30(the “Purchase Agreement”), ~~2025.~~pursuant Ato ~~copy~~which ofNorma Group has agreed to sell to the Company the outstanding capital stock of certain indirect subsidiaries, which comprise substantially all of Norma Group’s ~~press~~water ~~release~~management ~~with~~business ~~the~~known ~~results~~as isNational ~~being~~Diversified ~~furnished~~Sales as(“NDS”), ~~Exhibit~~in ~~99.~~an all cash transaction for consideration of approximately $1.0 billion, subject to certain purchase price adjustments. The transaction is expected to close in the first quarter of calendar year 2026 and ~~hereby~~is ~~incorporated~~subject byto ~~reference~~customary closing conditions, including receipt of required regulatory approvals.

The ~~information~~Purchase ~~furnished~~Agreement ~~pursuant~~contains tocustomary ~~this Item 2.02~~representations, ~~including~~warranties ~~Exhibit~~and ~~99.1,~~covenants ~~shall~~from ~~not~~the beCompany. ~~deemed~~The ~~“filed”~~Company ~~for~~has ~~purposes~~obtained ofa ~~Section~~warranty 18& ofindemnity ~~the~~insurance ~~Securities~~policy ~~Exchange~~that ~~Act~~will ofprovide ~~1934~~a ~~(the~~source ~~"Exchange~~of ~~Act")~~recourse orin ~~otherwise subject to~~ the ~~liabilities~~event ~~under~~of ~~Section 18~~any breaches of the ~~Exchange~~representations ~~Act~~ and ~~shall~~warranties ~~not~~of beNorma ~~deemed~~Group tocontained bein ~~incorporated~~the byPurchase ~~reference~~Agreement, ~~into~~subject ~~any~~to ~~filing~~a ofretention ~~the~~amount, ~~Company~~exclusions, ~~under~~policy ~~the~~limits ~~Securities~~and ~~Act~~certain ofother ~~1933~~terms orand ~~the Exchange Act~~conditions.

~~Item~~A 7copy of the Purchase Agreement is attached as Exhibit 2.~~01 Regulation~~1 FDto ~~Disclosure~~ this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement.

AsThe ~~previously announced~~representations, atwarranties ~~10:00~~and ~~a.m.~~covenants ~~(Eastern~~set ~~time)~~forth onin ~~August~~the 7,Purchase ~~2025,~~Agreement ~~the~~have ~~Company’s~~been ~~President~~made ~~and~~only ~~Chief~~for ~~Executive~~the ~~Officer,~~purposes ~~Scott~~of ~~Barbour,~~that agreement and ~~Chief~~solely ~~Financial~~for ~~Officer,~~the ~~Scott~~benefit ~~Cottrill,~~of ~~will~~the ~~host~~parties ato ~~conference~~the ~~call~~Purchase ~~and~~Agreement, ~~webcast~~may be subject to ~~discuss~~limitations agreed upon by the ~~Company’s~~contracting ~~unaudited~~parties, ~~results~~including being qualified by confidential disclosures made for the ~~first~~purposes ~~quarter~~of ~~ended~~allocating ~~June~~contractual 30risk between the parties to the Purchase Agreement instead of establishing these matters as facts, ~~2025.~~and Amay ~~copy~~be subject to standards of materiality applicable to the ~~Company’s~~contracting ~~slides~~parties ~~forming~~that differ from those applicable to investors. Investors should not rely on the ~~basis~~representations, warranties and covenants or any description thereof as characterizations of the ~~presentation~~actual isstate ~~being~~of ~~furnished~~facts asor ~~Exhibit~~condition ~~99.2~~of ~~and~~any ~~hereby~~party ~~incorporated~~to bythe ~~reference~~Purchase Agreement or any of their respective subsidiaries, affiliates or businesses.

~~The~~Item ~~live webcast will also be accessible via the "Events Calendar" section of the Company’s Investor Relations website, www~~7.~~investors.ads-pipe.com.~~01 AnRegulation ~~archived~~FD ~~version of the webcast will be available following the call~~Disclosure.

~~Item~~On 8September 23, 2025, the Company issued a press release announcing the proposed acquisition of NDS.~~01 Other~~ ~~Events~~A copy of the Company’s press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference.

OnAt ~~August~~9:00 7a.m. (Eastern Time) on September 23, 2025, the Company ~~issued~~will host a ~~press~~webcast ~~release~~to ~~announcing~~discuss the ~~approval~~proposed byacquisition ~~the Board~~ of ~~Directors~~NDS. ~~(the~~Attached ~~"Board")~~as ofExhibit ~~the~~99.2 ~~Company~~and ofincorporated ~~the~~by ~~declaration~~reference ofherein ais ~~cash~~the ~~dividend~~investor ofpresentation ~~$0.18~~that ~~per~~will ~~share,~~be ~~payable~~used onby ~~September~~the ~~15,~~Company ~~2025,~~during tosuch ~~stockholders~~webcast. ofTo ~~record~~listen atto the ~~close~~event ofor ~~business~~access onan ~~August~~archived 29replay, ~~2025.~~please Avisit ~~copy~~Investor Relations section of the Company’s ~~press~~website ~~release~~at ishttps://investors.ads-pipe.com/events-and-presentations. ~~attached~~To ~~hereto~~participate asvia ~~Exhibit~~teleconference, ~~99.3~~participants ~~and~~may ~~hereby~~register ~~incorporated~~at ~~by reference~~https://registrations.events/direct/Q4I4578625.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under Section 18 of the Exchange Act and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being furnished as part of this report:

99.1		Press Release of Advanced Drainage Systems, Inc., dated August 7, 2025, regarding earnings
2.1	Master Share Purchase Agreement between NORMA Group SE and Advanced Drainage Systems, Inc.
99.2		Presentation slides, dated February 6, 2025, regarding earnings
99.1	Press Release of Advanced Drainage Systems, Inc., dated September 23, 2025
99.3		Press Release of Advanced Drainage Systems, Inc., dated August 7, 2025, regarding dividend
99.2	Investor Presentation, dated September 23, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)	~~Cover Page Interactive Data File (embedded within the Inline XBRL document)~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~thereunto duly authorized.

	~~ADVANCED DRAINAGE SYSTEMS, INC.~~	ADVANCED DRAINAGE SYSTEMS, INC.
Date: August 7, 2025	By:			/s/ Scott A. Cottrill
Date: September 23, 2025		By:	/s/ Scott A. Cottrill
	~~Name:~~	Name:	Scott A. Cottrill	~~Scott A. Cottrill~~
	~~Title:~~	Title:	EVP, CFO & Secretary	~~EVP, CFO & Secretary~~

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