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  4. [8-K] Xylem Inc. Reports Material Event

Xylem (NYSE: XYL) raises $1B in 2033 and 2036 senior note offering

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Xylem Inc. completed a public debt offering of $500,000,000 aggregate principal amount of 5.200% Senior Notes due 2033 and $500,000,000 aggregate principal amount of 5.450% Senior Blue Notes due 2036. These senior unsecured notes rank equally with the company’s other unsecured, unsubordinated obligations and pay interest semiannually starting December 1, 2026.

Xylem plans to use the net proceeds from the 2033 Notes to repay or redeem $500 million of 3.250% Senior Notes maturing November 1, 2026 and for general corporate purposes. It intends to allocate an amount equal to the net proceeds from the 2036 Blue Notes to a portfolio of eligible blue projects, with unallocated amounts held in its treasury liquidity portfolio or other short-term liquid instruments.

Positive

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Negative

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Insights

Xylem raises $1B in senior notes, largely to refinance 2026 debt and fund blue projects.

Xylem Inc. issued $500,000,000 of 5.200% Senior Notes due 2033 and $500,000,000 of 5.450% Senior Blue Notes due 2036. Both are senior unsecured and governed by an existing indenture structure through a new fifth supplemental indenture.

The company plans to use the 2033 Notes to repay or redeem its existing $500 million 3.250% Senior Notes maturing on November 1, 2026, plus general corporate purposes. Proceeds from the 2036 Blue Notes are earmarked for eligible blue projects, aligning funding with water-related initiatives while temporarily parking cash in its treasury liquidity portfolio.

Protections include covenants limiting secured debt and sale-leaseback transactions and a change of control provision requiring a 101% repurchase offer if certain rating downgrades occur. Overall, this looks like a routine balance sheet and project financing move, with actual impact depending on execution of refinancing and blue project deployment.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
2033 Notes size $500,000,000 aggregate principal amount 5.200% Senior Notes due June 1, 2033
2036 Blue Notes size $500,000,000 aggregate principal amount 5.450% Senior Blue Notes due June 1, 2036
2033 Notes coupon 5.200% per year Interest rate on Senior Notes due 2033
2036 Blue Notes coupon 5.450% per year Interest rate on Senior Blue Notes due 2036
Existing notes to be repaid $500 million aggregate principal amount 3.250% Senior Notes maturing November 1, 2026
Change of control repurchase price 101% of aggregate principal amount Repurchase offer upon qualifying change of control and downgrade
Interest payment schedule Semiannually on June 1 and December 1 Payments on both series beginning December 1, 2026
Senior Notes financial
"public offering of $500,000,000 aggregate principal amount of 5.200% Senior Notes due 2033"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Senior Blue Notes financial
"$500,000,000 aggregate principal amount of 5.450% Senior Blue Notes due 2036"
Indenture financial
"The Notes are governed by a senior indenture, dated March 11, 2016"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
change of control financial
"If the Company experiences certain changes of control accompanied or followed by rating downgrades"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
eligible blue projects financial
"allocate an amount equal to the net proceeds from the sale of the 2036 Blue Notes to a portfolio of eligible blue projects"
registration statement on Form S-3 regulatory
"offered and sold pursuant to a registration statement on Form S-3 (File No. 333-273653)"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
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Understanding 8-K Material Events →
false 0001524472 0001524472 2026-05-29 2026-05-29
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 29, 2026

 

 

XYLEM INC.

(Exact name of registrant as specified in its charter)

 

 

 

Indiana   001-35229   45-2080495

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

301 Water Street SE  
Washington DC   20003
(Address of principal executive offices)   (Zip Code)

(202) 869-9150

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

 

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

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

of which registered

Common Stock, par value $0.01 per share   XYL   New York Stock Exchange

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 Instruction 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))

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 1.01 Entry into a Material Definitive Agreement.

On May 29, 2026, Xylem Inc. (the “Company”) completed a public offering (the “Offering”) of $500,000,000 aggregate principal amount of 5.200% Senior Notes due 2033 (the “2033 Notes”) and $500,000,000 aggregate principal amount of 5.450% Senior Blue Notes due 2036 (the “2036 Blue Notes” and, together with the 2033 Notes, the “Notes”). The Notes are governed by a senior indenture, dated March 11, 2016 (the “Base Indenture”), as supplemented by the first supplemental indenture, dated March 11, 2016 (the “First Supplemental Indenture”), and as further supplemented by the fifth supplemental indenture, dated May 29, 2026 (the “Fifth Supplemental Indenture”), each between Deutsche Bank Trust Company Americas, as trustee, and the Company (as so supplemented, the “Indenture”).

The Notes are senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s other unsecured and unsubordinated obligations from time to time outstanding. The 2033 Notes will bear interest at the rate of 5.200% per year and will mature on June 1, 2033. The 2036 Blue Notes will bear interest at the rate of 5.450% per year and will mature on June 1, 2036. Interest on the Notes will be payable semiannually on June 1 and December 1 of each year beginning on December 1, 2026.

The Company may redeem the Notes at any time, at its option, subject to certain conditions, at specified redemption prices, plus accrued and unpaid interest to the redemption date. The Indenture contains customary agreements and covenants by the Company. These covenants limit the ability of the Company and its restricted subsidiaries (i) to incur debt secured by liens on certain property above a threshold, (ii) to engage in certain sale and leaseback transactions involving certain property above a threshold, and (iii) to consolidate or merge, or convey or transfer all or substantially all of their assets. If the Company experiences certain changes of control accompanied or followed by rating downgrades during a specified period, the Company will be required to make an offer to repurchase the Notes at a purchase price equal to 101% of the aggregate principal amount of such Notes, plus accrued and unpaid interest to, but not including, the repurchase date.

The Company intends to use the net proceeds from the sale of the 2033 Notes to repay or redeem our $500 million aggregate principal amount of 3.250% Senior Notes maturing on November 1, 2026 at or prior to maturity and for general corporate purposes. The Company intends to allocate an amount equal to the net proceeds from the sale of the 2036 Blue Notes to a portfolio of eligible blue projects. Pending allocation for such purposes, the Company intends to hold and/or invest the balance of net proceeds in its treasury liquidity portfolio, or in cash or other short-term and liquid instruments.

The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture and the First Supplemental Indenture, which were filed as Exhibits 4.1 and 4.2, respectively, to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 11, 2016, and to the full text of the Fifth Supplemental Indenture, which is filed as Exhibit 4.1 hereto. Each of the foregoing documents is incorporated by reference herein.

 

The Notes were offered and sold pursuant to a registration statement on Form S-3 (File No. 333-273653), including a base prospectus (the “Registration Statement”) dated August 3, 2023, as supplemented by a preliminary prospectus supplement dated May 19, 2026, and a final prospectus supplement dated May 19, 2026.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure under Item 1.01 of this report is also responsive to Item 2.03 of this report and is incorporated herein by reference.

Item 8.01 Other Events.

The Notes were issued pursuant to an underwriting agreement, dated May 19, 2026 (the “Underwriting Agreement”), among the Company and BNP Paribas Securities Corp., Citigroup Global Markets Inc., ING Financial Markets LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. The full text of the Underwriting Agreement is filed as Exhibit 1.1 hereto and incorporated by reference herein.

In connection with the Offering, the Company is filing as Exhibits 5.1 and 5.2 hereto opinions of counsel addressing the validity and enforceability of the Notes. Such opinions are incorporated by reference into the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

   

Description

1.1    Underwriting Agreement, dated May 19, 2026, among Xylem Inc. and BNP Paribas Securities Corp., Citigroup Global Markets Inc., ING Financial Markets LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC.
4.1    Fifth Supplemental Indenture, dated May 29, 2026, by and between the Company and Deutsche Bank Trust Company Americas, as trustee (including the form of 5.200% Senior Notes due 2033 and the form of 5.450% Senior Blue Notes due 2036).
5.1    Opinion of Gibson, Dunn & Crutcher LLP.
5.2    Opinion of Barnes & Thornburg LLP.
23.1    Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
23.2    Consent of Barnes & Thornburg LLP (included in Exhibit 5.2).
104.0    The cover page from Xylem Inc.’s Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

 

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.

 

  XYLEM INC.
Date: May 29, 2026   By:  

/s/ William K. Grogan

    Name:   William K. Grogan
    Title:  

Executive Vice President & Chief

Financial Officer

(Authorized Officer of Registrant)

Source: View Original Filing on SEC EDGAR

FAQ

What did Xylem Inc. (XYL) announce in this 8-K?

Xylem Inc. completed a public debt offering totaling $1 billion in senior unsecured notes, split between 5.200% Notes due 2033 and 5.450% Senior Blue Notes due 2036, to refinance existing debt and fund eligible blue projects.

How much debt did Xylem Inc. (XYL) issue and at what rates?

Xylem issued $500,000,000 of 5.200% Senior Notes due 2033 and $500,000,000 of 5.450% Senior Blue Notes due 2036. Both series bear fixed interest, payable semiannually on June 1 and December 1, beginning December 1, 2026.

How will Xylem Inc. (XYL) use the proceeds from the 2033 Notes?

Xylem intends to use net proceeds from the 2033 Notes to repay or redeem $500 million of 3.250% Senior Notes maturing November 1, 2026 and for general corporate purposes, effectively refinancing near-term debt at new terms.

What are Xylem Inc. (XYL) 2036 Senior Blue Notes and their intended use?

The 2036 Blue Notes are 5.450% Senior Blue Notes maturing June 1, 2036. Xylem plans to allocate an amount equal to their net proceeds to a portfolio of eligible blue projects, supporting water-related initiatives, with unallocated funds held in liquid instruments.

What investor protections apply to Xylem Inc. (XYL) new notes?

The notes are issued under an indenture with customary covenants limiting secured debt and certain sale-leasebacks. If a qualifying change of control plus rating downgrade occurs, Xylem must offer to repurchase the notes at 101% of principal plus accrued interest.

Under what program were Xylem Inc. (XYL) notes offered?

The notes were issued under a registration statement on Form S-3 (File No. 333-273653) with a base prospectus dated August 3, 2023, and preliminary and final prospectus supplements dated May 19, 2026, and sold via an underwriting agreement with multiple major banks.

Filing Exhibits & Attachments

7 documents

Other Documents