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0001604028False00016040282026-02-052026-02-05

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 (Date of earliest event reported): February 5, 2026
 
ADVANCED DRAINAGE SYSTEMS, INC.
(Exact name of Registrant as Specified in Its Charter)
 
Delaware 001-36557 51-0105665
(State or Other Jurisdiction
of Incorporation)
 (Commission File Number)
(IRS Employer
Identification No.)
     
4024 Green Stripe Lane   43026
Hilliard, Ohio
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s Telephone Number, Including Area Code: (800) 733-7473
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))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class  
Trading
Symbol(s)
   Name of each exchange on which registered
Common Stock, $0.01 par value per share   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 2.02    Results of Operations and Financial Condition 
On February 5, 2026, Advanced Drainage Systems, Inc. (the "Company") issued a press release setting forth the Company’s unaudited results for the fiscal third quarter ended December 31, 2025 and announcing a $1 billion increase to its stock repurchase program. A copy of the Company’s press release with the results is being furnished as Exhibit 99.1 and hereby incorporated by reference.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (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 7.01    Regulation FD Disclosure 
As previously announced, at 10:00 a.m. (Eastern time) on February 5, 2026, the Company’s President and Chief Executive Officer, Scott Barbour, and Chief Financial Officer, Scott Cottrill, will host a conference call and webcast to discuss the Company’s unaudited results for the third quarter ended December 31, 2025. A copy of the Company’s slides forming the basis of the presentation is being furnished as Exhibit 99.2 and hereby incorporated by reference.  
The live webcast will also be accessible via the "Events Calendar" section of the Company’s Investor Relations website, www.investors.ads-pipe.com. An archived version of the webcast will be available following the call.
Item 8.01    Other Events

On February 5, 2026, the Company announced a $1 billion increase in the size of the Company’s existing stock repurchase program (the “Repurchase Program”). As of the date hereof there was approximately $147.7 million of remaining repurchase authority under the Repurchase Program, bringing the total repurchase authority under the Repurchase Program with the announced increase to $1.148 billion. Repurchases of shares of common stock will be made in the open market or in privately negotiated transactions in accordance with applicable securities laws. The Repurchase Program does not obligate the Company to acquire any particular amount of common stock, and it may be suspended or terminated at any time at the Company’s discretion.

Additionally on February 5, 2026, the Company issued a press release announcing the approval by the Board of Directors (the "Board") of the Company of the declaration of a cash dividend of $0.18 per share, payable on March 16, 2026, to stockholders of record at the close of business on March 2, 2026. A copy of the Company’s press release is attached hereto as Exhibit 99.3 and hereby incorporated by reference.
Item 9.01    Financial Statements and Exhibits.
(d)Exhibits
The following exhibits are being furnished as part of this report:
99.1  
     
99.2  
     
99.3  
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ADVANCED DRAINAGE SYSTEMS, INC.
Date: February 5, 2026 By: /s/ Scott A. Cottrill
Name: Scott A. Cottrill
Title: EVP, CFO & Secretary
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EX-99.1 2 wms-02052026x8kex991.htm EX-99.1 Document
Exhibit 99.1
adslogoa.jpg 
ADVANCED DRAINAGE SYSTEMS ANNOUNCES THIRD QUARTER
FISCAL 2026 RESULTS, INCREASES STOCK REPURCHASE AUTHORIZATION
HILLIARD, Ohio – (February 5, 2026) – Advanced Drainage Systems, Inc. (NYSE: WMS) (“ADS” or the “Company”), a leading provider of innovative water management solutions in the stormwater and onsite wastewater industries today announced financial results for the fiscal third quarter ended December 31, 2025.
Third Quarter Fiscal 2026 Results
•Net sales increased $2.8 million or 0.4% to $693.4 million
•Net income increased $11.7 million or 14.3% to $94.0 million
•Net income per diluted share increased $0.15 or 14.4% to $1.19
•Adjusted EBITDA (Non-GAAP) increased $17.7 million or 9.3% to $209.2 million
•Adjusted Earnings per share (Non-GAAP) increased $0.18 or 16.5% to $1.27
Year-to-Date Fiscal 2026 Results
•Net sales increased $85.1 million or 3.7% to $2.4 billion
•Net income increased $18.8 million or 5.0% to $394.6 million
•Net income per diluted share increased $0.25 or 5.2% to $5.02
•Adjusted EBITDA (Non-GAAP) increased $62.4 million or 8.8% to $774.9 million
•Adjusted Earnings per share (Non-GAAP) increased $0.34 or 7.0% to $5.20

Scott Barbour, President and Chief Executive Officer of ADS commented, "We delivered our third consecutive strong quarter in a demand environment that is both challenging and mixed by geography. The Infiltrator business and Allied products portfolio grew significantly above-market as we continue to introduce new products, distribution and customer programs. Notably, profitability increased across all facets of the business, including pipe, Allied products and the Infiltrator business. We continue to strategically shift our portfolio mix towards higher margin products, which strengthens the resiliency of our business. This mix shift, in conjunction with favorable price/cost dynamics, resulted in an Adjusted EBITDA margin of 30.2% for the quarter."

"Earlier this week, we closed the acquisition of NDS, a leading U.S. supplier of residential stormwater and irrigation products. NDS’ products are highly complementary to ADS’ stormwater capture portfolio and enhance our offering in both the distribution and retail channels. The combination of Advanced Drainage Systems, Infiltrator, and NDS furthers our leading, diversified brand platform in stormwater and onsite wastewater. Given the business’ strong cash generation and effective capital management strategy, we were able to complete the acquisition primarily using cash on hand."

"Today, we updated our Fiscal 2026 guidance to reflect the strong year-to-date performance as well as the inclusion of NDS results for the two months remaining in the fiscal year. The end market outlook for the remainder of Fiscal 2026 reflects a challenging macroeconomic environment and mixed end market demand. We also announced a new $1 billion stock repurchase authorization, bringing our total authorization to $1.148 billion, reflecting our ongoing commitment to returning capital to shareholders in the context of our overall capital allocation strategy."

Barbour concluded, "We are well positioned to continue executing on the value proposition, driving market conversion, and accelerating organic and inorganic growth while also generating free cash flow that enables the Company to invest in the business and return capital to shareholders."
Third Quarter Fiscal 2026 Results
Net sales increased $2.8 million, or 0.4%, to $693.4 million, as compared to $690.5 million in the prior year quarter. Domestic pipe sales decreased $12.9 million, or 3.8%, to $326.7 million. Domestic allied products & other sales increased $14.1 million, or 9.4%, to $164.7 million. Infiltrator sales increased $2.9 million, or 1.9%, to $152.9 million, primarily due to growth in tanks and advanced treatment products. The overall increase in domestic net sales was primarily driven by growth in the Company's core non-residential construction end market. International sales decreased $1.3 million, or 2.5%, to $49.1 million.
Gross profit increased $17.6 million, or 7.3%, to $259.2 million as compared to $241.6 million in the prior year. The increase in gross profit is primarily driven by volume growth, favorable price/cost, and favorable mix of Allied products and Infiltrator.

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Selling, general and administrative expenses increased $8.0 million, or 7.9% to $108.7 million, as compared to $100.8 million. As a percentage of sales, selling, general and administrative expense was 15.7% as compared to 14.6% in the prior year. The increase was primarily driven by transaction costs associated with the acquisition of National Diversified Sales ("NDS"), as described below.

Net income per diluted share increased $0.15, or 14.4%, to $1.19, as compared to $1.04 per share in the prior year quarter, primarily due to the factors mentioned above.
Adjusted EBITDA (Non-GAAP) increased $17.7 million, or 9.3%, to $209.2 million, as compared to $191.5 million in the prior year, primarily due to the factors mentioned above. As a percentage of net sales, Adjusted EBITDA was 30.2% as compared to 27.7% in the prior year.
Segment sales results are based on Net sales to external customers. Reconciliations of GAAP to Non-GAAP financial measures for Adjusted EBITDA, Free Cash Flow and Adjusted Earnings per Share have been provided in the financial statement tables included in this press release. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures.”
Year-to-Date Fiscal 2026 Results
Net sales increased $85.1 million, or 3.7%, to $2,373.6 million, as compared to $2,288.5 million in the prior year. Domestic pipe sales decreased $17.1 million, to $1,155.3 million. Domestic allied products & other sales increased $40.6 million, or 7.9%, to $551.1 million. Infiltrator sales increased $70.0 million, or 15.9%, to $511.0 million. Excluding the acquisition of Orenco, Infiltrator organic revenue increased 5.4%. The overall increase in domestic net sales was primarily driven by growth in the core non-residential and residential construction end markets. International sales decreased $8.4 million, or 5.1%, to $156.2 million.
Gross profit increased $61.7 million, or 7.1%, to $929.7 million as compared to $868.0 million in the prior year. The increase in gross profit is primarily driven by favorable volume, price/cost and mix of construction market and Infiltrator sales, partially offset by unfavorable fixed cost absorption as well as the mix impact from the inclusion of Orenco.

Selling, general and administrative expenses increased $43.0 million, or 14.9% to $331.9 million, as compared to $289.0 million. As a percentage of sales, selling, general and administrative expense was 14.0% as compared to 12.6% in the prior year. The increase was primarily driven by the acquisition of Orenco, as well as transaction costs associated with the acquisition of NDS, as described below.
Net income per diluted share increased $0.25, or 5.2%, to $5.02, as compared to $4.77 per share in the prior year, primarily due to the factors mentioned above.
Adjusted EBITDA (Non-GAAP) increased $62.4 million, or 8.8%, to $774.9 million, as compared to $712.5 million in the prior year, primarily due to the factors mentioned above. As a percentage of net sales, Adjusted EBITDA was 32.6% as compared to 31.1% in the prior year.
NDS Acquisition

On February 2, 2026, the Company announced that it completed the previously disclosed acquisition of the water management business of Norma Group SE (DAX: NOEJ), known as National Diversified Sales ("NDS"). Following the closing of the acquisition, the Company’s trailing-twelve-month leverage ratio was approximately 1.5 times. For more information, visit the Investor Relations section of the Company's website.

Stock Repurchase Authorization
In the nine months ended December 31, 2025, the Company did not repurchase shares of its common stock. As of December 31, 2025, approximately $147.7 million of common stock may be repurchased under the Company's existing stock repurchase authorization.
Today, the Company announced a new $1 billion stock repurchase authorization for open market share repurchases, bringing the total existing stock repurchase authorization to $1.148 billion.
Repurchases of shares of common stock under the stock repurchase program will be made in the open market and in accordance with applicable securities laws. The stock repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be suspended or terminated at any time at the Company’s discretion.
Balance Sheet and Liquidity
Net cash provided by operating activities was $779.1 million, as compared to $540.3 million in the prior year. Free cash flow (Non-GAAP) was $582.4 million, as compared to $373.9 million in the prior year. Net debt (total debt and finance lease obligations net of cash) was $437.5 million as of December 31, 2025, a decrease of $524.9 million from March 31, 2025.
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ADS had total liquidity of $1,598.1 million, comprised of cash of $1,008.2 million as of December 31, 2025 and $589.9 million of availability under committed credit facilities. As of December 31, 2025, the Company’s trailing-twelve-month leverage ratio was 0.5 times Adjusted EBITDA.
Fiscal 2026 Outlook
Based on results to date, current visibility, backlog of existing orders and business trends, the Company updated its financial targets for fiscal 2026. Net sales are expected to be in the range of $2.990 billion to $3.040 billion and Adjusted EBITDA is expected to be in the range of $930 million to $960 million. Capital expenditures are expected to be approximately $250 million.
Conference Call Information
Webcast: Interested investors and other parties can listen to a webcast of the live conference call by logging in through the Investor Relations section of the Company's website at https://investors.ads-pipe.com/events-and-presentations. An online replay will be available on the same website following the call.

Teleconference: To participate in the live teleconference, participants may register at https://events.q4inc.com/attendee/961178744. After registering, participants will receive a confirmation through email, including dial in details and unique conference call codes for entry. Registration is open through the live call. To ensure participants are connected for the full call, please register at least 10 minutes before the start of the call.
About the Company
Advanced Drainage Systems is a leading manufacturer of innovative stormwater and onsite wastewater solutions that manage the world’s most precious resource: water. ADS, along with NDS and Infiltrator Water Technologies, provides superior stormwater drainage and onsite wastewater products used across commercial, residential, infrastructure, and agricultural applications, while delivering unparalleled customer service. ADS operates the industry’s largest company-owned fleet, an expansive sales team and a vast manufacturing network. As one of the largest plastic recycling companies in North America, ADS keeps millions of pounds of plastic out of landfills each year. Founded in 1966, ADS’ water management solutions are designed to last for decades. To learn more, visit the Company’s website at www.adspipe.com.
Forward Looking Statements
Certain statements in this press release may be deemed to be forward-looking statements. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify these forward-looking statements. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials, new tariff and international trade policies, and our ability to pass any increased costs of raw materials and tariffs on to our customers; disruption or volatility in general business, political and economic conditions in the markets in which we operate; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets; uncertainties surrounding the integration and realization of anticipated benefits of acquisitions or doing so within the intended timeframe, including our ability to successfully integrate NDS into our business; risks that the acquisition of NDS may involve unexpected costs, liabilities, risks that the cost savings and synergies from the acquisition of NDS may not be fully realized; the effect of any claims, litigation, investigations or proceedings; the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; the risk associated with manufacturing processes; the effects of global climate change and any related regulatory responses; our ability to protect against cybersecurity incidents and disruptions or failures of our IT systems; our ability to assess and monitor the effects of artificial intelligence, machine learning, robotics and blockchain or other new approaches to data mining on our business and operations; our ability to manage our supply purchasing and customer credit policies; our ability to control labor costs and to attract, train and retain highly qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to appropriately address any environmental, social or governance concerns that may arise from our activities; the risks associated with our current levels of indebtedness, including borrowings under our existing credit agreement and outstanding indebtedness under our existing senior notes; and other risks and uncertainties described in the Company’s filings with the SEC. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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For more information, please contact:
Michael Higgins
VP, Corporate Strategy & Investor Relations
(614) 658-0050
Michael.Higgins@adspipe.com
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Financial Statements
ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
 
Three Months Ended
December 31,		 Nine Months Ended
December 31,
(In thousands, except per share data) 2025 2024 2025 2024
Net sales $ 693,354  $ 690,538  $ 2,373,615  $ 2,288,484 
Cost of goods sold 434,202  448,944  1,443,893  1,420,495 
Gross profit 259,152  241,594  929,722  867,989 
Operating expenses:
Selling, general and administrative 108,742  100,778  331,927  288,962 
Loss (gain) on disposal of assets and costs from exit and disposal activities
 87  (477) (8,815) 432 
Intangible amortization 13,500  14,429  40,746  38,140 
Income from operations 136,823  126,864  565,864  540,455 
Other expense:
Interest expense 22,579  23,094  68,724  69,074 
Interest income and other, net (8,499) (4,792) (23,216) (18,864)
Income before income taxes 122,743  108,562  520,356  490,245 
Income tax expense 30,557  27,091  129,630  117,897 
Equity in net income of unconsolidated affiliates (1,851) (818) (3,902) (3,437)
Net income 94,037  82,289  394,628  375,785 
Less: net income attributable to noncontrolling interest 411  1,058  1,063  2,770 
Net income attributable to ADS $ 93,626  $ 81,231  $ 393,565  $ 373,015 
     
Weighted average common shares outstanding:    
Basic 77,815  77,540  77,736  77,541 
Diluted 78,447  78,115  78,336  78,196 
Net income per share:    
Basic $ 1.20  $ 1.05  $ 5.06  $ 4.81 
Diluted $ 1.19  $ 1.04  $ 5.02  $ 4.77 
Cash dividends declared per share $ 0.18  $ 0.16  $ 0.54  $ 0.48 
 
 

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ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)

  As of
(Amounts in thousands) December 31, 2025 March 31, 2025
ASSETS    
Current assets:    
Cash $ 1,008,190  $ 463,319 
Receivables, net 237,594  333,221 
Inventories 431,245  488,269 
Other current assets 28,065  39,974 
Total current assets 1,705,094  1,324,783 
Property, plant and equipment, net 1,153,550  1,051,040 
Other assets:
Goodwill 725,200  720,223 
Intangible assets, net 410,286  448,060 
Other assets 150,181  146,254 
Total assets $ 4,144,311  $ 3,690,360 
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY    
Current liabilities:    
Current maturities of debt obligations $ 6,458  $ 9,934 
Current maturities of finance lease obligations 36,664  33,143 
Accounts payable 168,884  218,024 
Other accrued liabilities 193,865  137,295 
Accrued income taxes 7,506  — 
Total current liabilities 413,377  398,396 
Long-term debt obligations, net 1,275,701  1,251,589 
Long-term finance lease obligations 126,847  131,000 
Deferred tax liabilities 216,786  190,416 
Other liabilities 82,583  83,171 
Total liabilities 2,115,294  2,054,572 
Mezzanine equity:    
Redeemable common stock 78,252  92,652 
Total mezzanine equity 78,252  92,652 
Stockholders’ equity:
Common stock 11,707  11,694 
Paid-in capital 1,329,164  1,277,694 
Common stock in treasury, at cost (1,226,454) (1,219,408)
Accumulated other comprehensive loss (30,197) (37,178)
Retained earnings 1,844,101  1,492,634 
Total ADS stockholders’ equity 1,928,321  1,525,436 
Noncontrolling interest in subsidiaries 22,444  17,700 
Total stockholders’ equity 1,950,765  1,543,136 
Total liabilities, mezzanine equity and stockholders’ equity $ 4,144,311  $ 3,690,360 
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ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
  Nine Months Ended December 31,
(Amounts in thousands) 2025 2024
Cash Flow from Operating Activities    
Net income $ 394,628  $ 375,785 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 156,443  133,671 
Deferred income taxes 25,054  510 
(Gain) loss on disposal of assets and costs from exit and disposal activities (8,815) 432 
Stock-based compensation 25,816  21,758 
Amortization of deferred financing charges 1,300  1,533 
Fair market value adjustments to derivatives 569  383 
Equity in net income of unconsolidated affiliates (3,902) (3,437)
Other operating activities 1,755  (1,849)
Changes in working capital:
Receivables 100,183  83,059 
Inventories 62,615  (179)
Prepaid expenses and other current assets 900  (2,564)
Accounts payable, accrued expenses, and other liabilities 22,587  (68,838)
Net cash provided by operating activities 779,133  540,264 
Cash Flows from Investing Activities    
Capital expenditures (196,737) (166,410)
Proceeds from disposal of assets 32,254  831 
Acquisitions, net of cash acquired (18,558) (237,310)
Other investing activities (3,531) — 
Net cash used in investing activities (186,572) (402,889)
Cash Flows from Financing Activities    
Payments on syndicated Term Loan Facility (5,250) (5,250)
Payments on Equipment Financing (2,623) (3,909)
Proceeds from commercial loan agreement 27,200  — 
Payments on finance lease obligations (31,237) (17,820)
Repurchase of common stock —  (69,922)
Cash dividends paid (42,099) (37,324)
Proceeds from noncontrolling interest holder 3,342  — 
Proceeds from exercise of stock options 5,058  8,927 
Payment of withholding taxes on vesting of restricted stock units (7,046) (10,646)
Other financing activities 5  — 
Net cash used in financing activities (52,650) (135,944)
Effect of exchange rate changes on cash 1,721  (2,526)
Net change in cash 541,632  (1,095)
Cash and restricted cash at beginning of period 469,271  495,848 
Cash and restricted cash at end of period $ 1,010,903  $ 494,753 
RECONCILIATION TO BALANCE SHEET
Cash $ 1,008,190  $ 488,859 
Restricted cash 2,713 5,894
Total cash and restricted cash $ 1,010,903  $ 494,753 
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Selected Financial Data

The following tables set forth net sales by reportable segment for each of the periods indicated.

  Three Months Ended
  December 31, 2025
December 31, 2024(a)
(In thousands) Net Sales Intersegment Net Sales Net Sales from External Customers Net Sales Intersegment Net Sales Net Sales from External Customers
Pipe $ 339,175  $ (12,462) $ 326,713  $ 352,236  $ (12,607) $ 339,629 
Infiltrator 167,666  (14,785) 152,881  160,076  (10,063) 150,013 
International
International - Pipe 35,453  (1,274) 34,179  36,909  (2,860) 34,049 
International - Allied Products & Other 15,030  (118) 14,912  16,372  (58) 16,314 
Total International 50,483  (1,392) 49,091  53,281  (2,918) 50,363 
Allied Products & Other 168,050  (3,381) 164,669  154,295  (3,762) 150,533 
Intersegment Eliminations (32,020) 32,020  —  (29,350) 29,350  — 
Total Consolidated $ 693,354  $ —  $ 693,354  $ 690,538  $ —  $ 690,538 
Nine Months Ended
December 31, 2025
December 31, 2024(a)
(In thousands) Net Sales Intersegment Net Sales Net Sales from External Customers Net Sales Intersegment Net Sales Net Sales from External Customers
Pipe $ 1,194,801  $ (39,501) $ 1,155,300  $ 1,214,367  $ (41,972) $ 1,172,395 
Infiltrator 558,996  (48,046) 510,950  481,739  (40,826) 440,913 
International
International - Pipe 111,702  (3,584) 108,118  125,281  (10,150) 115,131 
International - Allied Products & Other 48,467  (346) 48,121  49,664  (174) 49,490 
Total International 160,169  (3,930) 156,239  174,945  (10,324) 164,621 
Allied Products & Other 562,071  (10,945) 551,126  522,939  (12,384) 510,555 
Intersegment Eliminations (102,422) 102,422  —  (105,506) 105,506  — 
Total Consolidated $ 2,373,615  $ —  $ 2,373,615  $ 2,288,484  $ —  $ 2,288,484 
(a)    In the first quarter of fiscal 2026, the Company realigned certain products used in wastewater applications to the Infiltrator reportable segment. The Company transitioned its ARC Septic Chambers from Allied Products & Other and certain pipe products used in wastewater applications from Pipe. Prior period segment information for fiscal 2025 has been recast to conform to the fiscal 2026 presentation.
Non-GAAP Financial Measures
This press release contains financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). ADS management uses non-GAAP measures in its analysis of the Company’s performance. Investors are encouraged to review the reconciliation of non-GAAP financial measures to the comparable GAAP results available in the accompanying tables.
Reconciliation of Non-GAAP Financial Measures
This press release includes references to Adjusted EBITDA, Free Cash Flow and Adjusted Earnings per Share, non-GAAP financial measures. These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP. These measures are not intended to be substitutes for those reported in accordance with GAAP. Adjusted EBITDA and Free Cash Flow may be different from non-GAAP financial measures used by other companies, even when similar terms are used to identify such measures.
EBITDA and Adjusted EBITDA are non-GAAP financial measures that comprise net income before interest, income taxes, depreciation and amortization, stock-based compensation, non-cash charges and certain other expenses. The Company’s definition of Adjusted EBITDA may differ from similar measures used by other companies, even when similar terms are used to identify such measures. Adjusted EBITDA is a key metric used by management and the Company’s board of directors to assess financial performance and evaluate the effectiveness of the Company’s business strategies.
8

Accordingly, management believes that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as the Company’s management and board of directors. In order to provide investors with a meaningful reconciliation, the Company has provided a reconciliation of Adjusted EBITDA to net income.
Free Cash Flow is a non-GAAP financial measure that comprises cash flow from operating activities less capital expenditures. Free Cash Flow is a measure used by management and the Company’s board of directors to assess the Company’s ability to generate cash.  Accordingly, management believes that Free Cash Flow provides useful information to investors and others in understanding and evaluating our ability to generate cash flow from operations after capital expenditures. In order to provide investors with a meaningful reconciliation, the Company has provided a reconciliation of cash flow from operating activities to Free Cash Flow.
Adjusted Earnings per Share excludes (gains) losses on disposals of assets or business, restructuring and realignment expenses, impairment charges and transaction costs. Adjusted Earnings per Share is a measure used by management and may be useful for investors to evaluate the Company's operational performance.
The following tables present a reconciliation of EBITDA and Adjusted EBITDA to Net Income, Free Cash Flow to Cash Flow from Operating Activities, and Adjusted Earnings per Share to Diluted Earnings per Share, the most comparable GAAP measures, for each of the periods indicated.
Reconciliation of Adjusted Gross Profit to Gross Profit
  Three Months Ended
December 31,		 Nine Months Ended
December 31,
(Amounts in thousands) 2025
2024(a)
 2025
2024(a)
Segment Adjusted Gross Profit
Pipe $ 97,100  $ 89,220  $ 366,510  $ 342,792 
Infiltrator 89,778  83,813  300,228  268,714 
International 11,629  12,071  43,108  49,179 
Allied Products & Other 98,519  88,995  333,496  301,963 
Intersegment Elimination (919) 1,844  (1,564) 234 
Total Segment Adjusted Gross Profit 296,107  275,943  1,041,778  962,882 
Depreciation and amortization 35,141  30,754  106,672  88,502 
Stock-based compensation expense 1,814  1,335  5,384  4,131 
Inventory step up related to Orenco acquisition —  2,260  —  2,260 
Total Gross Profit $ 259,152  $ 241,594  $ 929,722  $ 867,989 
(a)    In the first quarter of fiscal 2026, the Company realigned certain products used in wastewater applications to the Infiltrator reportable segment. The Company transitioned its ARC Septic Chambers from Allied Products & Other and certain pipe products used in wastewater applications from Pipe. Prior period segment information for fiscal 2025 has been recast to conform to the fiscal 2026 presentation.
9

Reconciliation of Adjusted EBITDA to Net Income
  Three Months Ended
December 31,		 Nine Months Ended
December 31,
(Amounts in thousands) 2025 2024 2025 2024
Net income $ 94,037  $ 82,289  $ 394,628  $ 375,785 
Depreciation and amortization 51,522  47,766  156,443  133,671 
Interest expense 22,579  23,094  68,724  69,074 
Income tax expense 30,557  27,091  129,630  117,897 
EBITDA 198,695  180,240  749,425  696,427 
Restructuring and realignment expense(a)
 1,706  —  17,672  — 
(Gain) loss on disposal of assets (3) (477) (16,449) 432 
Stock-based compensation expense 8,835  7,798  25,816  21,758 
Transaction costs 7,172  5,924  17,296  8,619 
Interest income (8,450) (4,545) (21,195) (18,478)
Other adjustments(b)
 1,262  2,545  2,351  3,775 
Adjusted EBITDA $ 209,217  $ 191,485  $ 774,916  $ 712,533 
(a)Includes costs associated with closure of one recycling facility, one offsite storage location and one distribution yard, as well as professional fees incurred in connection with supporting enterprise-wide restructuring and realignment initiatives. Excludes gain on sale of properties previously held-for-sale and equipment..
(b)Includes derivative fair value adjustments, foreign currency transaction (gains) losses, legal settlements, and the proportionate share of interest, income taxes, depreciation and amortization related to the South American Joint Venture, which is accounted for under the equity method of accounting and executive retirement expense.
Reconciliation of Free Cash Flow to Cash flow from Operating Activities
  Nine Months Ended
December 31,
(Amounts in thousands) 2025 2024
Net cash flow from operating activities $ 779,133  $ 540,264 
Capital expenditures (196,737) (166,410)
Free cash flow $ 582,396  $ 373,854 
Reconciliation of Diluted Earnings per Share to Adjusted Earnings per Share

The following table presents diluted earnings per share on an adjusted basis to supplement the Company's discussion of its results of operations herein.
  Three Months Ended
December 31,		 Nine Months Ended
December 31,
2025 2024 2025 2024
Diluted Earnings Per Share $ 1.19  $ 1.04  $ 5.02  $ 4.77 
 Restructuring and realignment expense
 0.02  —  0.23  — 
(Gain) loss on disposal of assets —  (0.01) (0.21) 0.01 
Transaction costs 0.09  0.08  0.22  0.11 
Income tax impact of adjustments (a)
 (0.03) (0.02) (0.06) (0.03)
Adjusted Earnings per Share $ 1.27  $ 1.09  $ 5.20  $ 4.86 

(a) The income tax impact of adjustments to each period is based on the statutory tax rate.
10
EX-99.2 3 ex992-q3fy26_vfinal.htm EX-99.2 ex992-q3fy26_vfinal
Q3 Fiscal 2026 Financial Results February 5, 2026

 
Management Presenters 2 Scott Barbour President and Chief Executive Officer Scott Cottrill Executive Vice President, Chief Financial Officer Craig Taylor President, Infiltrator Mike Higgins Vice President, Corporate Strategy & Investor Relations

 
Forward Looking Statements and Non - GAAP Financial Metrics 3 Forward Looking Statements Certain statements in this press release may be deemed to be forward - looking statements. These statements are not historical fac ts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify these forward - looking statements. Factors that could cause actual results to differ from those reflected in forward - looking statements relating to our operations and business include: fluctuations in the price and ava ilability of resins and other raw materials, new tariff and international trade policies, and our ability to pass any increased costs of raw materials and tariffs on to our customers; disruption or volatil ity in general business, political and economic conditions in the markets in which we operate; cyclicality and seasonality of the non - residential and residential construction markets and infrastructure spending; th e risks of increasing competition in our existing and future markets; uncertainties surrounding the integration and realization of anticipated benefits of acquisitions or doing so within the intended timeframe , including our ability to successfully integrate NDS into our business; risks that the acquisition of NDS may involve unexpected costs, liabilities, risks that the cost savings and synergies from the acquisition of NDS may not be fully realized; the effect of any claims, litigation, investigations or proceedings; the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; the risk associated with manufacturing processes; the effects of global climate change and any related regulatory responses; our ability to protect against cybersecurity incidents and disruptions or failures of our IT systems; our ability to assess and m onitor the effects of artificial intelligence, machine learning, robotics and blockchain or other new approaches to data mining on our business and operations; our ability to manage our supply purchasing and customer cre dit policies; our ability to control labor costs and to attract, train and retain highly qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and re gulations, including environmental laws and regulations; our ability to appropriately address any environmental, social or governance concerns that may arise from our activities; the risks associated with our cu rrent levels of indebtedness, including borrowings under our existing credit agreement and outstanding indebtedness under our existing senior notes; and other risks and uncertainties described in the Co mpa ny’s filings with the SEC. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward - look ing statements contained in this press release. In light of the significant uncertainties inherent in the forward - looking information included herein, the inclusion of such information should not be regar ded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward - looking statements and the Company undertakes no obligation to publicly update or revise any forward - looking statements, whether as a result of new informa tion, future events or otherwise, except as required by law. Non - GAAP Financial Measures This presentation includes references to Adjusted EBITDA and Free Cash Flow, non - GAAP financial measures. These non - GAAP financi al measures are used in addition to and in conjunction with results presented in accordance with GAAP. These measures are not intended to be substitutes for those reported in accordance with GA AP. Adjusted EBITDA and Free Cash Flow may be different from non - GAAP financial measures used by other companies, even when similar terms are used to identify such measures. EBITDA and Adjusted EBITDA are non - GAAP financial measures that comprise net income before interest, income taxes, depreciation and amortization, stock - based compensation, non - cash charges and certain other expenses. The Company’s definition of Adjusted EBITDA may differ from similar measures used by other companies, even when similar terms are used to identify such measures. Adjusted EBITDA is a key metric used by management and the Company’s board of directors to assess financial performance and evaluate t he effectiveness of the Company’s business strategies. Accordingly, management believes that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as the Company’s management and board of directors. In order to provide investors with a meaningful reconciliation, the Company has provided reconciliations of Adjusted EBITDA to net income. Free Cash Flow is a non - GAAP financial measure that comprises cash flow from operating activities less capital expenditures. Fre e Cash Flow is a measure used by management and the Company’s board of directors to assess the Company’s ability to generate cash. Accordingly, management believes that Free Cash Flow provides us efu l information to investors and others in understanding and evaluating our ability to generate cash flow from operations after capital expenditures.

 
CEO Highlights 4 $541 $150 $540 $153 ADS Legacy Infiltrator Q3 FY25 Q3 FY26 Sales Flat +2% • Allied product revenue increased 9% driven by growth of key products: StormTech chambers, Nyloplast basins, Water Quality. • Infiltrator sales growth driven by Tanks and Advanced Treatment systems. • Pricing environment remains stable and in line with expectations. Q3 Fiscal 2026 Revenue Outlook Q3 Fiscal 2026 Profitability 27.7% 30.2% Q3 FY25 Q3 FY26 Adjusted EBITDA Margin +240 bps • Continued favorable volume and price/cost performance. • Favorable mix of Allied products and Infiltrator, higher growth/margin products. • Guidance updated for year - to- date results and the NDS acquisition (results for February and March). • End market demand expectations updated to reflect current environment. Demand environment remains mixed. • Non - Residential Down low - to mid - single digits • Residential Down low - to mid - single digits • Infrastructure Up low - single digits • Agriculture + International Down double digits Note: Revenue is based on net sales to external customers. See appendix for reconciliation. Business Updates • $1 billion acquisition of NDS closed February 2, 2026 (~$875 million net of tax benefit). Acquisition funded with cash on hand and leverage post closing is ~1.5x. • $1 billion share repurchase authorization approved by Board of Directors. $1.148 billion now available for including previously existing authorization. • Expect to opportunistically refinance near - term maturities as part of our ongoing capital structure optimization.

 
5 Advanced Drainage Systems Investor Day June 18, 2026 ADS Engineering and Technology Center Hilliard, OH Save the Date

 
Q3 FY25 Volume Price / Mix, Materials Mfg / Trans SG&A and Other Q3 FY26 Q3 Fiscal 2026 Financial Performance 6 27.7% 30.2% Q3 FY25 Q3 FY26 $691 $693 Q3 FY25 Q3 FY26 +250 bps (USD, in millions)Flat Domestic Markets + Construction +1% + Non - Residential +5% - Residential (2%) - Infrastructure (9%) + Agriculture +3% Revenue Performance By Business + ADS Legacy +0% - Pipe (3%) + Allied Products +8% + Infiltrator +2% $191.5 $4.1 $20.2 ($2.5) $209.2 Revenue Adj. EBITDA ($4.1) Note: Revenue performance is based on net sales to external customers. See appendix for reconciliation.

 
Free Cash Flow and Capital Structure 7 FY 2026 YTD FY 2025 YTD ∆ Consolidated Adjusted EBITDA $775 $713 $62 Working capital (2) 99 14 85 Cash tax (83) (111) 28 Cash interest (34) (36) 2 Transaction costs (3) (17) (9) (8) Other 39 (31) 70 Consolidated cash flow from operations $779 $540 $239 Capital expenditures (197) (166) (31) Consolidated Free Cash Flow $582 $374 $208 Free Cash Flow (¹) Note: all figures in USD, $mm. Figures may not add due to rounding. 1. Operating Cash Flow less capital expenditures 2. Inventory, Trade Receivables, Accounts Payable 3. Legal, accounting and other professional fees incurred in connection with business or asset acquisitions and dispositions (in millions) December 31, 2025 March 31, 2025 Term Loan Facility $ 408 $ 413 Senior Notes 850 850 Revolving Credit Facility - - Total debt $ 1,258 $ 1,263 Finance leases & Equipment financing $ 194 $ 170 Leverage 0.5x 1.1x Debt & Capital Leases (in millions) December 31, 2025 Unrestricted Cash $ 1,008 Availability under Revolving Credit Facility 590 Total Liquidity $ 1,598 Liquidity

 
8 Disciplined Capital Allocation Framework 70% of Capital Allocated To Growth Drivers M&A 48% Capital Expenditures 22% Dividends 7% Repurchases 23% >$5B in Capital Allocated FY20 – FY26* Commitment to Invest in the ADS Platform… Capital Expenditures Strategic Acquisitions Infiltrator Water Technologies Aug. 2019 A leader in Onsite Wastewater Treatment Cultec May 2022 A leader in Stormwater storage Jet Polymer Recycling Dec. 2021 Largest supplier of recycled PP to Infiltrator Orenco Aug. 2024 A leader in Advanced Onsite Wastewater Treatment FY20 FY21 FY22 FY23 FY24 FY25 FY26 $68 $79 $149 $167 $184 $213 May 2025 Agriculture water management provider in IL, IA River Valley Pipe NDS Sep 2025 A leader in Stormwater management *FY26 capital allocation is estimated. 4x (in $ millions) $250*

 
Updated Fiscal Year 2026 Guidance 9 Key Metric FY 2025 FY 2026* Y - o- Y Change Net Sales (in Millions) $2,904 $2,990 - $3,040 Previous: $2,900 - $2,990 +3% to +5% Previous: +0 to +3% Adj. EBITDA (in Millions) $889 $930 - $960 Previous: $900 - $940 +5% to +8% Previous: +1% to +6% Adj. EBITDA Margin 30.6% 31.1% - 31.6% Previous: 31.0% - 31.4% +50 bps to +100 bps Previous: +40 bps to +80 bps Fiscal 2026 Expectations Note: FY 2026 guidance includes results from the acquisition of NDS, which closed on February 2, 2026.

 
Q&A

 
Appendix 11

 
YTD FY25 Volume Price / Mix, Materials Mfg / Trans SG&A and Other YTD FY26 YTD Fiscal 2026 Financial Performance 12 31.1% 32.6% YTD FY25 YTD FY26 $2,289 $2,374 YTD FY25 YTD FY26 +150 bps (USD, in millions) +4% Domestic Markets + Construction +5% + Non - Residential +9% + Residential +4% - Infrastructure (10%) - Agriculture (5%) Revenue Performance By Business + ADS Legacy +1% - Pipe (2%) + Allied Products +7% + Infiltrator +16% $712.5 $43.9 $55.0 ($16.7) $774.9 Revenue Adj. EBITDA ($19.8) Note: Revenue performance is based on net sales to external customers. See appendix for reconciliation.

 
Reconciliations 13 (In thousands) Net Sales Intersegment Net Sales Net Sales from External Customers Net Sales Intersegment Net Sales Net Sales from External Customers Pipe $ 339,175 $ (12,462) $ 326,713 $ 352,236 $ (12,607) $ 339,629 Infiltrator Water Technologies 167,666 (14,785) 152,881 160,076 (10,063) 150,013 International International - Pipe 35,453 (1,274) 34,179 36,909 (2,860) 34,049 International - Allied Products & Other 15,030 (118) 14,912 16,372 (58) 16,314 Total International 50,483 (1,392) 49,091 53,281 (2,918) 50,363 Allied Products & Other 168,050 (3,381) 164,669 154,295 (3,762) 150,533 Intersegment Eliminations (32,020) 32,020 - (29,350) 29,350 - Total Consolidated $ 693,354 $ - $ 693,354 $ 690,538 $ - $ 690,538 (In thousands) Net Sales Intersegment Net Sales Net Sales from External Customers Net Sales Intersegment Net Sales Net Sales from External Customers Pipe $ 1,194,801 $ (39,501) $ 1,155,300 $ 1,214,367 $ (41,972) $ 1,172,395 Infiltrator Water Technologies 558,996 (48,046) 510,950 481,739 (40,826) 440,913 International International - Pipe 111,702 (3,584) 108,118 125,281 (10,150) 115,131 International - Allied Products & Other 48,467 (346) 48,121 49,664 (174) 49,490 Total International 160,169 (3,930) 156,239 174,945 (10,324) 164,621 Allied Products & Other 562,071 (10,945) 551,126 522,939 (12,384) 510,555 Intersegment Eliminations (102,422) 102,422 - (105,506) 105,506 - Total Consolidated $ 2,373,615 $ - $ 2,373,615 $ 2,288,484 $ - $ 2,288,484 Three Months Ended December 31, 2025 December 31, 2024(a) Nine Months Ended December 31, 2025 December 31, 2024(a) Notes: a) In the first quarter of fiscal 2026, the Company realigned certain products used in wastewater applications to the Infiltrator reportable segment. The Company transitioned its ARC Septic Chambers from Allied Products & Other and certain pipe products used in wastewater applications from Pipe. Prior period segment information for fiscal 2025 has been recast to conform to the fiscal 2026 presentation.

 
Reconciliations 14 Notes: a) Includes costs associated with closure of one recycling facility, one offsite storage location and one distribution yard, as well as professional fees incurred in connection with supporting enterprise-wide restructuring and realignment initiatives. Excludes gain on sale of properties previously held-for-sale and equipment. b) Includes derivative fair value adjustments, foreign currency transaction (gains) losses, legal settlements, and the proportionate share of interest, income taxes, depreciation and amortization related to the South American Joint Venture, which is accounted for under the equity method of accounting and executive retirement expense. (Amounts in thousands) 2025 2024(a) 2025 2024(a) Segment adjusted gross profit Pipe $ 97,100 $ 89,220 $ 366,510 $ 342,792 Infiltrator 89,778 83,813 300,228 268,714 International 11,629 12,071 43,108 49,179 Allied Products & Other 98,519 88,995 333,496 301,963 Intersegment Eliminations (919) 1,844 (1,564) 234 Total Segment Adjusted Gross Profit 296,107 275,943 1,041,778 962,882 Depreciation and amortization 35,141 30,754 106,672 88,502 Stock-based compensation expense 1,814 1,335 5,384 4,131 Inventory step up related to Orenco acquisition - 2,260 - 2,260 Total Gross Profit $ 259,152 $ 241,594 $ 929,722 $ 867,989 (Amounts in thousands) 2025 2024(a) 2025 2024(a) Net income $ 94,037 $ 82,289 $ 394,628 $ 375,785 Depreciation and amortization 51,522 47,766 156,443 133,671 Interest expense 22,579 23,094 68,724 69,074 Income tax expense 30,557 27,091 129,630 117,897 EBITDA 198,695 180,240 749,425 696,427 Restructuring and realignment expense(a) 1,706 - 17,672 - (Gain) loss on disposal of assets (3) (477) (16,449) 432 Stock-based compensation expense 8,835 7,798 25,816 21,758 Transaction costs 7,172 5,924 17,296 8,619 Interest income (8,450) (4,545) (21,195) (18,478) Other adjustments(b) 1,262 2,545 2,351 3,775 Adjusted EBITDA $ 209,217 $ 191,485 $ 774,916 $ 712,533 Three Months Ended December 31, Nine Months Ended December 31, Three Months Ended December 31, Nine Months Ended December 31,

 
EX-99.3 4 wms-02052026x8kex993.htm EX-99.3 Document
Exhibit 99.3
ADVANCED DRAINAGE SYSTEMS ANNOUNCES QUARTERLY CASH DIVIDEND

HILLIARD, Ohio – (February 5, 2026) – Advanced Drainage Systems, Inc. (NYSE: WMS) (“ADS” or the “Company”), a leading provider of innovative water management solutions in the stormwater and onsite wastewater industries, today announced that its Board of Directors (the “Board”) has approved a quarterly cash dividend to its shareholders in the amount of $0.18 per share, a 13% increase over the prior year dividend amount.

Scott Barbour, President and Chief Executive Officer of Advanced Drainage Systems commented, “Today’s dividend announcement, as well as the new $1 billion stock repurchase authorization announced today, is predicated on the strength of our balance sheet, formidable cash generation, and ongoing commitment to returning capital to shareholders. Our strong financial performance and operational excellence initiatives provide us with the confidence and financial flexibility to return excess cash to our shareholders while simultaneously continuing to strategically invest in our business.”

The quarterly cash dividend of $0.18 per share will be paid on March 16, 2026, to shareholders of record at the close of business on March 2, 2026.

About the Company
Advanced Drainage Systems is a leading manufacturer of innovative stormwater and onsite wastewater solutions that manage the world’s most precious resource: water. ADS, along with NDS and Infiltrator Water Technologies, provides superior stormwater drainage and onsite wastewater products used across commercial, residential, infrastructure, and agricultural applications, while delivering unparalleled customer service. ADS operates the industry’s largest company-owned fleet, an expansive sales team and a vast manufacturing network. As one of the largest plastic recycling companies in North America, ADS keeps millions of pounds of plastic out of landfills each year. Founded in 1966, ADS’ water management solutions are designed to last for decades. To learn more, visit the Company’s website at www.adspipe.com.

Forward Looking Statements
Certain statements in this press release may be deemed to be forward-looking statements. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify these forward-looking statements. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials, new tariff and international trade policies, and our ability to pass any increased costs of raw materials and tariffs on to our customers; disruption or volatility in general business, political and economic conditions in the markets in which we operate; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets; uncertainties surrounding the integration and realization of anticipated benefits of acquisitions or doing so within the intended timeframe, including our ability to successfully integrate NDS into our business; risks that the acquisition of NDS may involve unexpected costs, liabilities, risks that the cost savings and synergies from the acquisition of NDS may not be fully realized; the effect of any claims, litigation, investigations or proceedings; the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; the risk associated with manufacturing processes; the effects of global climate change and any related regulatory responses; our ability to protect against cybersecurity incidents and disruptions or failures of our IT systems; our ability to assess and monitor the effects of artificial intelligence, machine learning, robotics and blockchain or other new approaches to data mining on our business and operations; our ability to manage our supply purchasing and customer credit policies; our ability to control labor costs and to attract, train and retain highly qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to appropriately address any environmental, social or governance concerns that may arise from our activities; the risks associated with our current levels of indebtedness, including borrowings under our existing credit agreement and outstanding indebtedness under our existing senior notes; and other risks and uncertainties described in the Company’s filings with the SEC. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

For more information, please contact:
Michael Higgins
VP, Corporate Strategy & Investor Relations
(614) 658-0050
Michael.Higgins@adspipe.com