[Form 4] Xylem Inc Insider Trading Activity

Rhea-AI Filing Summary

Exela Technologies, Inc. and its controlled entities (XCV-STS, LLC and GP 3XCV LLC) filed a Schedule 13D disclosing equity obtained through XBP Global Holdings, Inc.’s Chapter 11 restructuring completed on 29 Jul 2025.

• Exela now beneficially owns 33,669,980 shares/warrants, equal to 27.08 % of XBP’s 117,715,369 outstanding shares.
• Executive Chairman Par Chadha personally holds another 2,357,260 shares; combined with Exela’s stake, he controls 36,027,240 shares/warrants or 28.97 % of the company.
• Ownership arose from conversion of Allowed Notes Claims and a Membership Interest Purchase Agreement executed during the court-approved restructuring. Subsidiaries received 25.4 m common shares plus 6.63 m warrant shares; warrants’ terms are filed as Exhibit 99.3.

The shares received are pledged as security for potential tax obligations tied to the restructuring. A Tax Funding Agreement obligates Exela affiliates to pay the first $15 m and any liability above $25 m. A Registration Rights Agreement grants shelf, demand and piggy-back rights for future resale. No other purpose or immediate plans (e.g., takeover, board changes) are stated beyond investment and fulfillment of court-mandated arrangements.

Post-transaction, XBP’s shareholder base is highly concentrated, giving Exela/Chadha significant influence while leaving 71 % in public or other hands.

Positive

• Debt-to-equity conversion eliminates a portion of XBP’s 11.5 % 2026 notes, reducing leverage post-bankruptcy.
• Exela/Chadha’s 29 % stake may align interests between a strategic partner and XBP, potentially aiding operational support.
• Registration Rights Agreement improves future liquidity for large holders, lowering overhang uncertainty once shares are registered.

Negative

• High ownership concentration (≈29 %) increases governance control risk for minority shareholders.
• All pledged shares secure up to $25 m+ tax liabilities, creating potential forced-sale or encumbrance scenarios.
• Possible future share sales by Exela once registration becomes effective could pressure the stock’s float and price.

Insights

Corporate Governance Expert

TL;DR – Restructuring gives Exela/Chadha 29 % control of XBP, improving alignment but raising concentration and tax-pledge risks.

The filing formalises a court-driven debt-to-equity swap, converting Exela’s 2026 note claims into 27 % equity plus warrants. Coupled with Chadha’s direct holdings, effective control nears 29 %. Investors gain clarity on cap-table and future dilution: all counts are based on 117.7 m shares, fully reflecting 6.6 m warrant shares. The Registration Rights Agreement hints at potential secondary sales once lock-ups lapse, affecting float. Pledge of shares to satisfy up to >$25 m of transaction tax liability introduces encumbrance risk. Overall impact is strategic but not immediately value-changing; governance influence is enhanced, yet concentration could deter minority investors.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Harker Victoria D

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2025

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	08/04/2025		S		1,800	D	$143.6343(1)	18,575	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. This price represents the weighted average price per share of common stock (each, a "Share") of Xylem Inc. (the "Issuer"). 1,800 Shares were executed at a range of prices from $143.63 to $143.65. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

Remarks:

	/s/ Mike Nazario, by power of attorney for Victoria D. Harker	08/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How much of XBP Global Holdings (XBPEW) does Exela now own?

Exela and its subsidiaries beneficially own 33,669,980 shares/warrants, representing 27.08 % of outstanding common stock.

What is Par Chadha’s total beneficial ownership in XBP?

Including personal holdings and Exela’s stake, Chadha controls 36,027,240 shares/warrants, or 28.97 % of XBP.

How were the shares acquired?

They were issued on 29 Jul 2025 through a Chapter 11 plan converting 2026 note claims and via a membership interest purchase.

Are the new shares subject to any restrictions?

Yes. They are pledged to cover restructuring tax liabilities and are covered by a Registration Rights Agreement for future resale.

What potential dilution exists from warrants?

Exela holds 6,632,418 warrant shares; if exercised, XBP’s share count would rise accordingly, diluting existing holders.