Advanced Drainage Systems, Inc 8-K, filed Sep 23, 2025

About this 8-K

Items reported

Advanced Drainage Systems, Inc. (WMS)

8-K 2025-09-23 For: 2025-09-23

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Added on April 10, 2026

Advanced Drainage Systems, Inc filed this 8-K on September 23, 2025.

ADVANCED DRAINAGE SYSTEMS, INC.

Date: September 23, 2025

/s/ Scott A. Cottrill

Scott A. Cottrill

EVP, CFO & Secretary

Item 1.01: Entered into a material agreement
Item 7.01: Regulation FD disclosure
Item 9.01: Financial statements and exhibits

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Delaware	001-36557	51-0105665
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4640 Trueman Boulevard, Hilliard, Ohio		43026
(Address of Principal Executive Offices)		(Zip Code)


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


2.1		Master Share Purchase Agreement between NORMA Group SE and Advanced Drainage Systems, Inc.

99.1		Press Release of Advanced Drainage Systems, Inc., dated September 23, 2025

99.2		Investor Presentation, dated September 23, 2025

104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)


Preamble			5

I.	Definitions and Exhibits		6

	1.	Definitions and Interpretation	6

II.	Current Status		6

	2.	Current Status	6

III.	Sale and Transfer		6

	3.	Sale and Transfer of the Sold Shares	6

	4.	Effective Date	8

IV.	Purchase Price; Payments		9

	5.	Purchase Price; Preliminary Purchase Price	9

	6.	Purchase Price Adjustment	10

	7.	Payments	15

V.	Certain Pre-Closing Transfers		16

	8.	Employees and Benefits	16

	9.	Transfer of Certain Contracts	18

	10.	Transfer of Certain Inventories and Assets	20

VI.	Ancillary Agreements		21

	11.	Ancillary Agreements	21

VII.	Separation from the Seller Group		21

	12.	Termination of Intragroup Financing Agreements	21

	13.	Facilities Agreement	22

	14.	Factoring Arrangements	23

	15.	Termination of other Intragroup Contracts	23

	16.	Release from Intragroup Securities	24

	17.	Resignation or Removal of Directors and Officers	25

	18.	IT Separation and Costs	25

	19.	Insurances	26

	20.	Reverse Indemnity	27

	21.	Retained Business Indemnity	28

	22.	Wrong-Pocket Transfers	29


VIII.	Further Pre-Closing Covenants		31

	23.	Regulatory Clearances	31

	24.	Conduct of Business until the Closing Date	33

	25.	Long-Term Incentive Plan	36

	26.	Dematerialization of Accounts	37

	27.	Pre-Closing Access	38

IX.	Closing		40

	28.	Closing Conditions	40

	29.	Obligation to Perform Closing; Scheduled Closing Date	42

	30.	Closing Actions	43

X.	Warranties		44

	31.	Warranties of Seller	44

	32.	Warranties of Purchaser	47

XI.	Remedies; Purchaser Claim Procedure		49

	33.	Remedies; Purchaser Claim Procedure	49

XII.	Taxes		52

	34.	Taxes	52

XIII.	Limitations		61

	35.	Limitations of Liability of Seller	61

XIV.	Post-Closing Covenants		65

	36.	Restrictive Covenants	65

	37.	Maintenance of Records; Access to Information	67

	38.	Prohibited Designations	68

	39.	Support of Seller Group Accounting	69

	40.	Restrictions on Tax Elections and Tax Accounting Methods	70

	41.	CA Litigation	70

XV.	Withdrawal Rights		70

	42.	Withdrawal from this Agreement	70


XVI.	Miscellaneous		72

	43.	Precedence of this Agreement	72

	44.	No Assignment of Claims	73

	45.	Confidentiality	73

	46.	Costs and Expenses	74

	47.	Notices; Agent for Service of Process	75

	48.	General Provisions	76

LIST OF EXHIBITS			78

EXHIBIT 1 (DEFINITIONS AND INTERPRETATION)			80

	1.	Definitions	80

	2.	List of Definitions	84

	3.	Rules of Interpretation	87

EXHIBIT (A)-A (BUSINESS)			89

EXHIBIT (A)-B (COMPANIES)			90

EXHIBIT 2.2 (SUBSIDIARIES)			93


						“Code”		Means the U.S. Internal Revenue Code of 1986, as amended.

						“Indemnifiable Tax”		means any Tax imposed on any Target Group Company or payable by any Target Group Company and relating to any Tax assessment period ending on or before the Effective Date.



						“Relevant Tax Matter”		means any current or future proposed audit, assessment, dispute or other circumstance, in each case relating to any matter that could give rise to (or increase) a claim pursuant to Section 34.

						“Tax”		means under the laws of any jurisdiction (i) any taxes and ancillary obligations (Steuern und steuerliche Nebenleistung), (ii) tarrifs, customs and duties (Zölle), (iii) any social security contributions (Sozialversicherungsbeiträge), (iv) in each case of (i) through (iii) including interest, penalties, fine or addition thereto and (v) any statutory secondary liability for obligations pursuant to (i) through (iv), but excluding deferred taxes and any obligation to repay unlawfully granted state aid.

						“Taxing Authority”		means any competent public authority in charge of imposing or collecting any Tax.

						“Tax Return”		means any return, declaration, report, claim for refund, notice, form or information relating to any Tax, including any schedule or attachment thereto.


Exhibit (A)-A		Business

Exhibit (A)-B		Companies

Exhibit 1		Definitions and Interpretation

Exhibit 2.2		Subsidiaries

Exhibit 3.2		Local Share Transfer Agreements

Exhibit 3.5		Relevant Individual Relating to Minority Share Matters

Exhibit 5.1.2		Sample Calculation of Purchase Price

Exhibit 5.1.3		Definitions of Variable Purchase Price Elements

Exhibit 6.1.1a)		Sample Form for Effective Date Statements

Exhibit 6.1.1b)aa)		Specific Accounting Principles, Policies and Procedures

Exhibit 7.1		Seller’s Bank Account

Exhibit 8.1		Additional Business Employees

Exhibit 8.2		Non-Business Employees

Exhibit 8.3		New H&W Benefit Plans

Exhibit 9.1		Transferred Business Contracts

Exhibit 9.4		Transferred Seller Contracts

Exhibit 10.2		Mexican Assets

Exhibit 11a)		Transitional Services Agreement

Exhibit 11b)		Contract Manufacturing Agreement

Exhibit 11c)		Distribution Agreement

Exhibit 11d)		Warehouse Agreements Term Sheet

Exhibit 12.1		Intragroup Financing Agreements

Exhibit 15.1		Continued Intragroup Contracts

Exhibit 16.1		Intragroup Securities

Exhibit 16.3		Third Party Securities

Exhibit 17.1		Leaving Function Holders

Exhibit 18.1		IT Separation Plan

Exhibit 19.2		Relevant Seller Group Insurance Policies

Exhibit 23.1		Regulatory Clearances

Exhibit 24.4		Conduct of Business Contacts

Exhibit 24.5		Permitted Measures

Exhibit 24.6		Purportedly Encumbered IP Rights

Exhibit 30.3		Closing Memorandum


Exhibit 31.1.1-A		Seller Warranties

Exhibit 31.1.1-B		Disclosure Schedule

Exhibit 31.2-A		Seller’s Knowledge Individuals

Exhibit 31.2-B		Seller’s Inquiry Individuals

Exhibit 31.4.2		Purchaser’s Deal Team

Exhibit 31.5.2		Draft Bring-Down Notice

Exhibit 33.4.2-A		Seller Materials

Exhibit 33.4.2-B		Additional Data Room Disclosures

Exhibit 34.9.4		Proposed Section 338(h)(10) Allocation

Exhibit 35.2.1		W&I Insurance Policy

Exhibit 41		CA Litigation

Exhibit 45.4		NDA


“Affiliate”		of a person or entity means any person or entity that, at the relevant point in time, controls, is controlled by, or is under common control with, such person or entity. As used in this definition, “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a person or entity, whether through (i) ownership of voting securities or other interests, (ii) the ability to appoint a majority of the board of directors (or other similar body in respect of an entity that is not a corporate body), or (iii) contract or otherwise. With respect to Seller, the term Affiliate does not include the Target Group Companies, unless expressly specified otherwise in a certain provision of this Agreement.

“BGB”		means the German Civil Code (Bürgerliches Gesetzbuch).

“Business Day”		means any day other than a Saturday or Sunday on which banks are open for business in Frankfurt am Main, Germany, and Columbus (OH), USA, except that December 24 and 31 are in no event Business Days.

“Business Employee”		means (i) any employee employed by any Target Group Company as of the Signing Date, (ii) any employee hired by any Target Group Company between the Signing Date and the Closing Date in accordance with this Agreement, and (iii) any Additional Business Employee, but in any event excluding any Non-Business Employee.

“Business Service Provider”		means each Business Employee and each other individual independent or dependent contractor, consultant, director or other individual service provider who is engaged by any of the Target Group Companies (including any temporary employee or worker engaged through a staffing agency or similar contract work arrangement).

“Combined Group”		means any affiliated, consolidated, combined, unitary or similar group (including any affiliated group of corporations as defined in Section 1504(a) of the Code electing to file consolidated U.S. federal income Tax Returns) of which Seller or any of its Affiliates is a member.

“Competing Products”		means any products that directly compete with products of the Business.


“Employee Plan ”		means any (i) “employee benefit plan” as defined in Section 3(3) of ERISA (whether or not subject to ERISA), (ii) compensation, employment, consulting, severance, termination protection, change in control, transaction bonus, retention or similar plan, agreement, arrangement, program or policy or (iii) other plan, agreement, arrangement, program or policy providing for compensation, bonuses, profit-sharing, equity or equity-based compensation or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangement), medical, dental, vision, prescription or fringe benefits, life insurance, relocation or expatriate benefits, perquisites, disability or sick leave benefits, employee assistance program, workers’ compensation, supplemental unemployment benefits or post-employment or retirement benefits (including compensation, pension, health, medical or insurance benefits), in each case whether or not written (x) that is sponsored, maintained, administered, contributed to (or required to be contributed to) or entered into by the Seller or any of its Affiliates (including the Target Group) for the current or future benefit of any current or former Business Service Provider or (y) for which the Target Group has or could reasonably be expected to have any direct or indirect liability.

“ERISA ”		means the Employee Retirement Income Security Act of 1974, as amended, and any rules or regulations promulgated thereunder.

“Environmental Contamination”		means any Hazardous Materials that exist in the soil, groundwater or surface water.

“Environmental Law”		means any applicable law relating to or imposing liability for the protection of the environment or the use, storage, handling, disposal, clean-up or release of Hazardous Materials, in each case as in effect on the Signing Date and as enforced and interpreted by the competent authorities on the Signing Date, in the countries or jurisdictions where the relevant activity of the Business is carried out.

“EUR”		means Euro or Euros.

“Exchange Rate”		means the exchange rate of the relevant currency versus the U.S. dollar as determined by the Federal Reserve on its website at https://www.federalreserve.gov/releases/h10/default.htm as published (i) for the relevant date if the relevant date is a Business Day, or (ii) for the last Business Day prior to the relevant date if the relevant date is not a Business Day.

“Hazardous Materials”		means any pollutant, contaminant or other substance identified or designated as hazardous under applicable law.


“HGB”		means the German Commercial Code (Handelsgesetzbuch).

“IFRS”		means the body of pronouncements issued by the International Accounting Standards Board (IASB), including International Financial Reporting Standards and interpretations approved by the IASB, International Accounting Standards and Standing Interpretations Committee interpretations approved by the predecessor International Accounting Standards Committee as endorsed under the EU accounting regulations and included in the periodic report showing the status of endorsement by the European Financial Reporting Advisory Group.

“Key Business Employee”		means each Business Employee (x) with expected total annual compensation equal to or in excess of USD 200,000 (in words: two hundred thousand U.S. dollars) or (y) who is an LTI Beneficiary.

“Notice”		means a notification in the form according to Section 47.1; the term “Notify” shall be construed accordingly.

“Purchaser Affiliate”		means any Person directly or indirectly controlling, controlled by or under common control with the Purchaser. For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings.

“Seller Group Entity”		means any member of the Seller Group.

“Seller Group”		means Seller and its Affiliates, except for the Target Group Companies.

“Seller Plan”		means an Employee Plan that is sponsored, maintained, administered, contributed to (or required to be contributed to) or entered into by a Seller Group Entity.

“Signing Date”		means the date of this Agreement.

“Straddle Period”		means a Tax period that begins on or before the Effective Date and ends after the Closing Date.

“Target Group Company”		means any member of the Target Group.

“Target Group”		means the Companies and their Subsidiaries.

“Tax Sharing Agreement”		means any written agreement entered into prior to the Closing binding any Target Group Company that provides for the allocation, apportionment, sharing, indemnification, reimbursement or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any person’s Tax liability; provided that such term shall not include contracts with customary Tax provisions entered into in the ordinary course of business that are not primarily related to Taxes.


“Third Party”		means any person or entity that is not Seller, Purchaser or any of their respective Affiliates.

“Transfer Tax”		means all federal, state, local or foreign transfer, sales, use, documentary, registration, real property transfer, mortgage recording, stamp duty or similar Taxes or charges, in each case including any interst and penalties relating thereto, but excluding, for the avoidance of doubt, any VAT.

“USD”		means U.S. dollars.

“VAT”		means (i) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) and (ii) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in (i) above, or imposed elsewhere.

“ZPO”		means the German Code of Civil Procedure (Zivilprozessordnung).


2024 Financials	38	Effective Date Financial Debt	9
Acquiring Purchaser Affiliate	7	Effective Date Statements	10
Additional Business Employees	16	Effective Debt Net Working Capital	9
Adjustment Amount	14	Employee Plan	81
Affiliate	80	Employer of Record	16
Agreement	5	Environmental Contamination	81
Ancillary Agreements	21	Environmental Law	81
Assignment Consent	18	ERISA	81
Base Amount	9	EUR	81
Base Amount Allocation	59	Exchange Rate	81
Beneficiaries	28	Facilities Agreement	22
BGB	80	Facility Agent	22
Bring-Down Notice	46	Factor	23
Business	5	Factoring Agreement	23
Business Day	80	Factoring Joint and Several Liability	23
Business Employee	80	Fairly Disclosed	51
Business Service Provider	80	Fijaciones	20
Closing	42	Final Effective Date Statements	11
Closing Actions	43	Final Section 338(h)(10) Allocation	60
Closing Conditions	40	Finance Parties	22
Closing Date	42	Fundamental Warranties	45
Closing Memorandum	44	Hazardous Materials	81
Code	52	HGB	82
Combined Group	80	HSR Act	31
Companies	5	HSR Filing Date	31
Competing Business	65, 80	IFRS	82
Competing Segment	66	Indemnifiable Tax	52
Confidential Information	73	Indian TG Companies	41
Continued Intragroup Contracts	23	Insurer	61
Contract Manufacturing Agreement	21	Intragroup Debt Amount	22
Contractual Penalty	71	Intragroup Financing Agreements	21
Covered Employees	66	Intragroup Securities	24
Credit Support Instruments	24	IT Separation Plan	25
Custody Period	51	Key Business Employee	82
Cut-Off Date	70	Leaving Function Holders	25
Data Preservation Period	67	Local Share Transfer Agreements	7
De Minimis Amount	61	Local Share Transferors	5
De Minimis Threshold	66	Losses	49
Deductible Amount	61	LTI Beneficiaries	36
Disclosure Schedule	44	LTI Plan	36
Discontinued Intragroup Contracts	23	Material Adverse Effect	45
Distribution Agreement	21	Minority Share	6
Due Diligence Information	51	Minority Share Purchaser	7
Effective Date	8	NDA	74
Effective Date Cash	9


NDS	6	Seller’s Knowledge Individuals	45
Neutral Expert	12	Seller’s Period Tax Returns	55
No-Leakage Undertaking	8	Share Transfer Claims	63
Non-Business Employees	17	Shareholder Beneficiary	27
Non-Compete Period	65	Shareholder Indemnified Claims	27
Non-Transferring Additional Business Employees	17	Signing Date	82
Non-U.S. Shares	59	Sold Inventories	20
Notice	82	Sold Kimplas Shares	6
Other Beneficiary	27	Sold NDS Shares	6
Other Indemnified Claims	28	Sold NORMA Products Shares	6
Parties	5	Sold Shares	6
Party	5	Sold Teco Shares	6
Pending Business Contract	19	Staggered Closing Notice	41
Permitted Measure	36	Straddle Period	82
Pillar Two Legislation	56	Subsidiaries	6
Post–Effective Date Debt	8	Target Group	82
Post–Effective Date Leakage	8	Target Group Auditor	39
Post-Effective Date Taxes	57	Target Group Companies	6
Pre-Effective Date Taxes	57	Target Group Company	82
Preliminary Purchase Price	10	Target Group Financials	38
Preliminary Purchase Price Estimate	10	Target Net Working Capital	9
Prohibited Designations	68	Tax	53
Proposed Section 338(h)(10) Allocation	60	Tax Benefits	53
Purchase Price	9	Tax Indemnification Claim	53
Purchaser	5	Tax Return	53
Purchase Price Allocation	59	Tax Sharing Agreement	82
Purchaser Affiliate	82	Taxing Authority	53
Purchaser Claim	49	Third Party	83
Purchaser Demat Accounts	37	Third Party Claim	50
Purchaser’s Deal Team	46	Third Party Securities	24
Regulatory Clearance Authorities	31	Transaction	5
Regulatory Clearances	31	Transfer Condition	7
Release Letters	23	Transfer Date	16
Relevant Demat Acccount	41	Transfer Tax	83
Relevant Seller Group Insurance Policies	26	Transferred Business Contracts	18
Relevant Tax Matter	53	Transferred Seller Contracts	20
Retained Business	5	Transitional Services Agreement	21
Retention Materials	67	Unvested Grants	36
Scheduled Closing Date	42	Updated DS	46
Section 338(g) Election	59	USD	83
Section 338(h)(10) Allocation Forms	60	VAT	83
Section 338(h)(10) Election	58	VDR USB Stick	51
Seller	5	Virtual Data Room	51
Seller Group	82	W&I Insurance	61
Seller Group Entity	82	W&I Liability Exclusion	62
Seller Indemnities	63	Warehouse Agreements	21
Seller Liability Cap	62	Warranty Catalogue	44
Seller Warranties	44	Wrong-Pocket Assets	29
Seller’s Inquiry Individuals	45	Wrong-Pocket Business Asset	29
Seller’s Knowledge	45	Wrong-Pocket Business Contract	30


Wrong-Pocket Contracts	30	Wrong-Pocket Retained Business Contract	30
Wrong-Pocket Retained Business Asset	29	ZPO	83


Jurisdiction	Entity	Shareholder	Shares held by the Shareholder
United Kingdom	Kimplas Limited, a limited liability company incorporated under the laws of England and Wales, registered with the Companies House under no. 04170015, with business address at Unit 33 Greenham Business Park, Greenham, Thatcham, West Berkshire, England RG19 6HW, United Kingdom	Kimplas Piping Systems Pvt. Ltd., a private limited company incorporated under the laws of India, registered with the Indian Ministry of Corporate Affairs under corporate identification no. U22209MH1996PTC097037, with business address at B-20, MIDC Ambad, Nashik, Maharashtra 422010, India	100,000 ordinary shares with a nominal amount of GBP 1 each (equalling 100%)

United States	Teco Irrigation USA, Inc., a California stock corporation incorporated under the laws of the State of California, United States, with principal address at 900 E Hamilton Ave Ste 450 Campbell, CA 95008, United States	Teco S.r.l., a limited liability company (società a responsabilità limitata) incorporated under the laws of Italy, registered with the Chamber of Commerce (Camera Di Commercio) under no. 07937231004, with business address at Trav. Strada Provinciale 130 Trani-Andria SNC, 76125 Trani (BT), Italy	50,000 shares of common stock with a par value of USD 1 each (equalling 100%)