Xylem (NYSE: XYL) SVP granted stock options and performance-based shares

Rhea-AI Filing Summary

Xylem Inc. senior vice president and chief accounting officer Geri-Michelle McShane reported several equity compensation transactions. She received a grant of 2,194 non-qualified stock options with a price of $128.98 per share, scheduled to vest in three annual installments beginning March 1, 2027.

On March 1, 2026, she acquired 721, 595, 405 and 489 shares of common stock upon vesting of performance-based and ESG-related stock units granted under the Xylem 2011 Omnibus Incentive Plan, reflecting achievement of performance goals tied to total shareholder return, adjusted EBITDA, revenue and ESG performance. She also received an award of restricted stock units scheduled to vest in one-third increments on March 1, 2027, March 1, 2028 and March 1, 2029.

Related to these vestings, 654, 188 and 150 shares of common stock were withheld at $128.98 per share to cover tax liabilities, reducing her directly held common stock to 4,791 shares after the transactions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McShane Geri-Michelle

(Last) (First) (Middle)

C/O XYLEM INC.

301 WATER STREET SE

(Street)

WSHINGTON DC 20003

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Xylem Inc. [ XYL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, CAO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/01/2026		A		721(1)	A	$128.98	3,678	D
Common Stock	03/01/2026		A		595(2)	A	$128.98	4,273	D
Common Stock	03/01/2026		A		405(3)	A	$128.98	4,678	D
Common Stock	03/01/2026		A		489(4)	A	$128.98	5,167	D
Common Stock	03/02/2026		A		616(5)	A	$0	5,783	D
Common Stock	03/02/2026		F		654(6)	D	$128.98	5,129	D
Common Stock	03/02/2026		F		188(7)	D	$128.98	4,941	D
Common Stock	03/02/2026		F		150(8)	D	$128.98	4,791	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Options (Right to Buy)	$128.98	03/02/2026		A		2,194		(9)	03/02/2036	Common Stock	2,194	$128.98	2,194	D

Explanation of Responses:

1. Reflects the acquisition of 721 shares of common stock upon vesting of performance-based stock units granted on March 1, 2023 under the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016), upon achievement of performance criteria related to Total Shareholder Return.

2. Reflects the acquisition of 595 shares of common stock upon vesting of performance-based stock units granted on March 1, 2023 under the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016), upon achievement of performance criteria related to Adjusted EBITDA.

3. Reflects the acquisition of 405 shares of common stock upon vesting of performance-based stock units granted on March 1, 2023 under the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016), upon achievement of performance criteria related to Revenue.

4. Reflects the acquisition of 489 shares of common stock upon vesting of performance-based stock units granted on March 1, 2021 under the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016), upon achievement of performance criteria related to ESG performance.

5. Reflects an award of restricted stock units pursuant to the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016) that are scheduled to vest in one third increments on March 1, 2027, March 1, 2028 and March 1, 2029.

6. Reflects the withholding of shares of common stock to pay the tax liability incident to the vesting of performance-based stock units granted on March 1, 2023 under the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February, 24 2016).

7. Reflects the withholding of shares of common stock to pay the tax liability incident to the vesting of ESG performance-based stock units granted on March 1, 2021 under the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February, 24, 2016).

8. Reflects the withholding of shares of common stock to pay the tax liability incident to the vesting of restricted stock units granted on March 1, 2023 (82) and March 1, 2024 (68) under the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016).

9. Reflects an award of non-qualified stock options pursuant to the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016) that are scheduled to vest in one-third increments on March 1, 2027, March 1, 2028 and March 1, 2029.

	/s/ Mike Nazario, by power of attorney for Geri McShane	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Xylem (XYL) report for Geri-Michelle McShane?

Xylem reported equity awards and tax-related share withholdings for Geri-Michelle McShane. She acquired multiple tranches of performance-based common stock and restricted stock units, plus non-qualified stock options, while shares were withheld to cover tax liabilities tied to these vestings.

How many stock options did the Xylem (XYL) executive receive in this Form 4?

Geri-Michelle McShane received 2,194 non-qualified stock options at a price of $128.98 per share. These options were granted under the Xylem 2011 Omnibus Incentive Plan and are scheduled to vest in three equal annual installments starting March 1, 2027.

What performance criteria triggered stock vesting for the Xylem (XYL) executive?

Stock vested based on total shareholder return, adjusted EBITDA, revenue and ESG performance criteria. These metrics applied to performance-based stock units granted in 2021 and 2023 under Xylem’s 2011 Omnibus Incentive Plan, leading to multiple common stock acquisitions on March 1, 2026.

Were any Xylem (XYL) shares sold on the open market in this Form 4?

The Form 4 shows dispositions coded as “F,” meaning shares were withheld to pay tax liabilities on vesting awards. These transactions reflect tax-withholding dispositions rather than open market sales, with several hundred shares withheld at $128.98 per share.

How many Xylem (XYL) shares does the executive hold after these transactions?

After the reported awards and tax-related withholdings, Geri-Michelle McShane directly holds 4,791 shares of Xylem common stock. This total reflects the net result of performance-based vestings, restricted stock unit awards and share withholdings for associated tax obligations.

When will the new Xylem (XYL) restricted stock units and options vest?

The restricted stock units are scheduled to vest in one-third increments on March 1, 2027, March 1, 2028 and March 1, 2029. The 2,194 non-qualified stock options granted at $128.98 per share follow the same one-third annual vesting schedule starting March 1, 2027.