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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): September 8, 2026 XYLEM INC.
(Exact name of registrant as specified in its charter)
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| Indiana | | 001-35229 | | 45-2080495 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 301 Water Street SE | | 20003 |
| Washington | | DC | | |
| (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 |
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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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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.¨
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| Item 1.01 | Entry into a Material Definitive Agreement |
On September 8, 2026, Xylem Inc. (the “Company”), as borrower, entered into a Five-Year Revolving Credit Facility Agreement (the “2026 Credit Agreement”), a senior unsecured revolving credit facility, in an aggregate principal amount of up to $1,500,000,000 (available in U.S. dollars and in Euros), with a syndicate of lenders arranged by Citibank, N.A., BNP Paribas Securities Corp., ING Bank N.V., Dublin Branch, JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, as Lead Arrangers and Joint Bookrunners, and with Citibank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, ING Capital LLC, as Sustainability Structuring Agent, and BNP Paribas and Wells Fargo Bank, National Association, as Documentation Agents. The 2026 Credit Agreement provides for increases of up to $500,000,000 for a maximum aggregate principal amount of $2,000,000,000 at the request of the Company and with the consent of the institutions providing such increased commitments. The facility made available by the 2026 Credit Agreement will be used for working capital and other general corporate purposes.
Interest on all loans under the 2026 Credit Agreement is payable either quarterly or at the expiration of any Term SOFR or EURIBOR interest period applicable thereto. Borrowings accrue interest at a rate equal to, at the Company's election, a base rate or a Term SOFR or EURIBOR rate plus an applicable margin. The 2026 Credit Agreement includes a pricing grid that determines the applicable margin based on the Company's credit rating, with a further adjustment depending on the Company's annual Sustainability Spread Adjustment. The Company will also pay quarterly fees to each lender for such lender's commitment to lend accruing on such commitment at a rate based on the credit rating of the Company, whether such commitment is used or unused, as well as a quarterly letter of credit fee accruing on the letter of credit exposure of such lender during the preceding quarter at a rate based on the credit rating of the Company (as adjusted for the Sustainability Fee Adjustment).
The 2026 Credit Agreement requires the Company to maintain a consolidated total debt to consolidated EBITDA ratio, which will be based on the last four fiscal quarters.
The 2026 Credit Agreement also contains a number of customary covenants, including limitations on the incurrence of secured debt and debt of subsidiaries, liens, sale and lease-back transactions, mergers, consolidations, liquidations, dissolutions and sales of assets. The 2026 Credit Agreement also contains customary events of default.
The Company has the ability to designate subsidiaries that can borrow under the 2026 Credit Agreement, subject to certain requirements and conditions set forth in the 2026 Credit Agreement.
No borrowings are outstanding under the 2026 Credit Agreement on the date hereof.
The foregoing summary is qualified in its entirety by reference to the 2026 Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by this reference.
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| Item 1.02 | Termination of a Material Definitive Agreement |
In connection with entering into the 2026 Credit Agreement, on September 8, 2026 the Company terminated the Five-Year Revolving Credit Facility Agreement, dated March 1, 2023 (the “2023 Credit Agreement”), among the Company, certain lenders and Citibank, N.A. as Administrative Agent, which provided for a senior unsecured $1,000,000,000 revolving credit facility. The 2023 Credit Agreement provided for increases of up to $300,000,000 for a maximum aggregate principal amount of $1,300,000,000 at the request of the Company and with the consent of the institutions providing such increased commitments.
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| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under and Off-Balance Sheet Arrangement of a Registrant |
The information set forth above under Item 1.01 of this report is incorporated by reference to this Item 2.03.
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| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
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Exhibit No. | Description |
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10.1 | Five-Year Revolving Credit Facility Agreement, dated as of September 8, 2026 among Xylem Inc. and the Lenders party thereto. |
| 104.0 | | The cover page from Xylem Inc.'s Form 8-K, formatted in Inline XBRL. |
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. |
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| Date: September 8, 2026 | | By: | | /s/ Andrea van der Berg |
| | | | Andrea van der Berg |
| | | | Executive Vice President & Chief Financial Officer |
