Xylem (NYSE: XYL) EVP Hayati Yarkadas awarded options, RSUs and reports tax share withholdings

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Xylem Inc. executive Hayati Yarkadas reported equity awards and related tax withholdings. On March 1 and 2, 2026, he acquired several blocks of Xylem common stock through the vesting of performance-based and other stock units under the Xylem 2011 Omnibus Incentive Plan tied to metrics such as Total Shareholder Return, Adjusted EBITDA, Revenue, and ESG performance.

He also received an award of 8,102 non-qualified stock options at an exercise price of $128.98 per share and an additional award of 2,274 restricted stock units scheduled to vest in three equal installments in 2027, 2028, and 2029. To cover tax liabilities from these vestings, a total of 776 shares of common stock were disposed of through tax-withholding transactions at $128.98 per share. After these transactions, he directly held 33,698 shares of common stock and 8,102 stock options.

Insider Trade Summary

9 transactions reported

Mixed 9 txns

Insider Yarkadas Hayati

Role EVP & President, WI

Type	Security	Shares	Price	Value
Grant/Award	Non-Qualified Stock Option (Right to Buy)	8,102	$128.98	$1.04M
Grant/Award	Common Stock	2,274	$0.00	--
Tax Withholding	Common Stock	565	$128.98	$73K
Tax Withholding	Common Stock	94	$128.98	$12K
Tax Withholding	Common Stock	117	$128.98	$15K
Grant/Award	Common Stock	4,456	$128.98	$575K
Grant/Award	Common Stock	3,679	$128.98	$475K
Grant/Award	Common Stock	2,501	$128.98	$323K
Grant/Award	Common Stock	1,761	$128.98	$227K

Holdings After Transaction: Non-Qualified Stock Option (Right to Buy) — 8,102 shares (Direct); Common Stock — 34,357 shares (Direct)

Footnotes (1)

Reflects the acquisition of 4,456 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. Includes additional shares due to dividend reinvestment. Reflects the acquisition of 3,679 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. Reflects the acquisition of 2,501 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. Reflects the acquisition of 1,761 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. 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. 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). 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). 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 (75) and March 1, 2024 (42) under the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016). 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.

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Form 4 Insider Transactions: What Each Field Means →

03/03/2026 - 04:44 PM

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^*

Yarkadas Hayati

(Last)

(First)

(Middle)

C/O XYLEM INC.

301 WATER STREET SE

(Street)

WASHINGTON

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, WI

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2026		A		4,456⁽¹⁾	A	$128.98	24,142⁽²⁾	D
Common Stock	03/01/2026		A		3,679⁽³⁾	A	$128.98	27,821	D
Common Stock	03/01/2026		A		2,501⁽⁴⁾	A	$128.98	30,322	D
Common Stock	03/01/2026		A		1,761⁽⁵⁾	A	$128.98	32,083	D
Common Stock	03/02/2026		A		2,274⁽⁶⁾	A	$0	34,357	D
Common Stock	03/02/2026		F		565⁽⁷⁾	D	$128.98	33,792	D
Common Stock	03/02/2026		F		94⁽⁸⁾	D	$128.98	33,698	D
Common Stock	03/02/2026		F		117⁽⁹⁾	D	$128.98	33,581	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (Right to Buy)	$128.98	03/02/2026		A		8,102		⁽¹⁰⁾	03/02/2036	Common Stock	8,102	$128.98	8,102	D

Explanation of Responses:

1. Reflects the acquisition of 4,456 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. Includes additional shares due to dividend reinvestment.

3. Reflects the acquisition of 3,679 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.

4. Reflects the acquisition of 2,501 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.

5. Reflects the acquisition of 1,761 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.

6. 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.

7. 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).

8. 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).

9. 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 (75) and March 1, 2024 (42) under the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016).

10. 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 Hayati Yarkadas	03/03/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did Xylem (XYL) executive Hayati Yarkadas receive in this Form 4?

Hayati Yarkadas received performance-based stock units that vested into multiple common stock blocks and an award of 8,102 non-qualified stock options at $128.98 per share, plus 2,274 restricted stock units vesting in three tranches from March 2027 through March 2029.

How many Xylem (XYL) stock options were granted to Hayati Yarkadas?

He was granted 8,102 non-qualified stock options with an exercise price of $128.98 per share. These options were awarded under the Xylem 2011 Omnibus Incentive Plan and are scheduled to vest in one-third increments on March 1, 2027, March 1, 2028, and March 1, 2029.

Why were some Xylem (XYL) shares disposed of in Hayati Yarkadas’s Form 4?

The dispositions reflect withholding of Xylem common shares to pay tax liabilities triggered by vesting of performance-based and other stock units. Codes labeled “F” indicate tax-withholding transactions, not open-market sales, executed at a price of $128.98 per share on March 2, 2026.

What performance metrics drove the Xylem (XYL) stock unit vesting for Hayati Yarkadas?

The vested performance-based stock units were tied to Total Shareholder Return, Adjusted EBITDA, Revenue, and ESG performance. Upon achievement of these criteria, the units converted into shares of Xylem common stock under the company’s 2011 Omnibus Incentive Plan, as described in the filing footnotes.

How many Xylem (XYL) common shares does Hayati Yarkadas hold after these transactions?

Following the reported awards and tax-withholding dispositions, Hayati Yarkadas directly holds 33,698 shares of Xylem common stock. This reflects the net result of shares acquired from vesting stock units and restricted stock unit awards, minus shares withheld to satisfy associated tax obligations.

When will the new Xylem (XYL) restricted stock units for Hayati Yarkadas vest?

The restricted stock units awarded on March 2, 2026 are scheduled to vest in three equal installments. Vesting dates are March 1, 2027, March 1, 2028, and March 1, 2029, provided the terms of the Xylem 2011 Omnibus Incentive Plan are satisfied during that period.