XYL Insider Report: RSU Tax Withholding Updates Ownership to 28,199 Shares

Rhea-AI Filing Summary

Xylem Inc. insider William K. Grogan had 4,254 shares of common stock withheld at a price of $142.18 on 09/18/2025 to cover taxes arising from the vesting of restricted stock units granted on 09/18/2023 under the Xylem 2011 Omnibus Incentive Plan. After the withholding, Grogan beneficially owns 28,199 shares, which figure also reflects additional shares from dividend reinvestment. The Form 4 was filed by one reporting person and executed by an attorney-in-fact on behalf of Mr. Grogan.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding of vested RSUs; ownership updated to include dividend reinvestment.

This Form 4 records a common, non-dispositive action: shares were withheld to satisfy tax obligations upon RSU vesting. The transaction does not indicate a voluntary cash sale or a change in executive role. The reported post-transaction beneficial ownership of 28,199 shares incorporates dividend reinvestment, showing passive accumulation rather than an active sale.

Securities Analyst

TL;DR: Administrative share withholding at $142.18 per share; no material shift in ownership control indicated.

The withholding of 4,254 shares at a $142.18 price to cover taxes is an expected administrative step when RSUs vest. There is no indication of a market disposition intended to raise cash. The update to 28,199 beneficially owned shares is a reconciliation item and does not, by itself, imply a change to the company's ownership structure or governance.

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).

1. Name and Address of Reporting Person^*

Grogan William K

(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)
	SVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

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	09/18/2025		F		4,254(1)	D	$142.18	28,199(2)	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 September 18, 2023 (4,254) under the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016).

2. Includes additional shares due to dividend reinvestment.

Remarks:

	/s/ Mike Nazario, by power of attorney for William K. Grogan	09/18/2025
	** 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

What did William K. Grogan report on the Form 4 for XYL?

The Form 4 reports 4,254 shares withheld at $142.18 on 09/18/2025 to pay taxes on vested RSUs and shows 28,199 shares beneficially owned after the transaction.

Why were shares withheld in the XYL Form 4 filing?

The filing states the withholding of shares was to pay the tax liability from the vesting of restricted stock units granted on 09/18/2023 under the Xylem 2011 Omnibus Incentive Plan.

Does the Form 4 indicate William K. Grogan sold shares of XYL?

No. The Form 4 shows shares were withheld to cover tax obligations, not sold in an open-market transaction.

How does dividend reinvestment affect the reported ownership on the XYL Form 4?

The filing notes the post-transaction ownership of 28,199 shares includes additional shares resulting from dividend reinvestment.