Xylem (NYSE: XYL) EVP withholds 238 shares to cover RSU tax liability

Rhea-AI Filing Summary

Xylem Inc. executive Michael J. McGann, EVP & President, MCS, reported a tax-related share disposition. On March 5, 2026, 238 shares of common stock were withheld at $126.19 per share to cover taxes from vesting restricted stock units granted on March 5, 2025. After this withholding, he directly owned 11,987 Xylem common shares.

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^*

McGann Michael J.

(Last) (First) (Middle)

C/O XYLEM INC.

301 WATER STREET SE

(Street)

WASHINGTON 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)
	EVP & President, MCS

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		F		238(1)	D	$126.19	11,987	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

Explanation of Responses:

1. Reflects the withholding of shares of common stock to pay the tax liability incident to the vesting of restricted stock units granted on March 5, 2025 (238) under the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016).

	/s/ Mike Nazario, by power of attorney for Michael J. McGann	03/06/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Xylem (XYL) executive Michael J. McGann report?

Michael J. McGann reported a small tax-related share disposition. On March 5, 2026, 238 Xylem common shares were withheld to satisfy tax liabilities tied to the vesting of restricted stock units granted under the Xylem 2011 Omnibus Incentive Plan.

How many Xylem (XYL) shares were disposed of in McGann’s Form 4 filing?

The filing shows 238 Xylem common shares were disposed of. These shares were withheld at $126.19 per share specifically to cover tax obligations arising from the vesting of restricted stock units granted on March 5, 2025, rather than sold on the open market.

What was the price per Xylem (XYL) share in McGann’s tax-withholding transaction?

The transaction valued the 238 withheld Xylem shares at $126.19 each. This valuation applied to shares used to satisfy tax liabilities triggered by the vesting of restricted stock units granted in 2025 under the company’s 2011 Omnibus Incentive Plan.

How many Xylem (XYL) shares does Michael J. McGann hold after this Form 4 transaction?

After the tax-withholding disposition, McGann directly owns 11,987 Xylem common shares. This remaining balance reflects his holdings following the withholding of 238 shares to pay taxes tied to the vesting of restricted stock units granted on March 5, 2025.

Was Michael J. McGann’s Xylem (XYL) Form 4 an open-market sale of shares?

No, the Form 4 reflects a tax-withholding disposition, not an open-market sale. The 238 Xylem shares were withheld to pay tax liabilities associated with restricted stock units vesting, as described under the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016).