Xylem (NYSE: XYL) CFO reports new option, RSU grants and tax share withholdings

Rhea-AI Filing Summary

Xylem Inc. EVP & Chief Financial Officer William K. Grogan reported equity compensation grants and associated tax withholdings. On March 2, 2026, he was awarded a non-qualified stock option for 18,228 shares at an exercise price of $128.98 per share, scheduled to vest in one-third increments on March 1, 2027, March 1, 2028 and March 1, 2029. He also received 5,116 restricted stock units under the same plan, vesting in one-third increments on those same dates. On March 1, 2026, performance-based stock units granted on March 1, 2023 vested upon achievement of Total Shareholder Return, Adjusted EBITDA and Revenue goals, resulting in acquisitions of 5,551, 4,583 and 3,117 shares of common stock, respectively, including additional shares from dividend reinvestment. To cover tax liabilities from these vestings and a prior restricted stock unit grant, 5,888 and 578 shares of common stock were withheld at $128.98 per share. After these transactions, Grogan directly owned 40,151 shares of Xylem common stock and 18,228 options.

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^*

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)
	EVP & Chief Financial Officer

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		5,551(1)	A	$128.98	33,801(2)	D
Common Stock	03/01/2026		A		4,583(3)	A	$128.98	38,384	D
Common Stock	03/01/2026		A		3,117(4)	A	$128.98	41,501	D
Common Stock	03/02/2026		A		5,116(5)	A	$0	46,617	D
Common Stock	03/02/2026		F		5,888(6)	D	$128.98	40,729	D
Common Stock	03/02/2026		F		578(7)	D	$128.98	40,151	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 Option (Right to Buy)	$128.98	03/02/2026		A		18,228		(8)	03/02/2036	Common Stock	18,228	$128.98	18,228	D

Explanation of Responses:

1. Reflects the acquisition of 5,551 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 4,583 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 3,117 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 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 restricted stock units granted on March 1, 2024 (578) under the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016).

8. 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 William K. Grogan	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Xylem (XYL) CFO William Grogan report?

Xylem CFO William Grogan reported equity awards and tax-related withholdings. He received option and stock unit grants, plus shares from vesting performance-based awards, while shares were withheld to cover tax liabilities tied to those vestings.

How many stock options did Xylem (XYL) CFO William Grogan receive?

William Grogan received a non-qualified stock option covering 18,228 Xylem shares at an exercise price of $128.98 per share. These options vest in three equal installments on March 1, 2027, March 1, 2028 and March 1, 2029 under the company’s incentive plan.

What performance goals triggered Xylem (XYL) CFO equity vesting?

Performance-based stock units vested for William Grogan upon achieving Total Shareholder Return, Adjusted EBITDA and Revenue criteria. This resulted in grants of 5,551, 4,583 and 3,117 Xylem common shares, respectively, from awards originally granted on March 1, 2023.

Why were Xylem (XYL) shares withheld in William Grogan’s Form 4?

Shares were withheld to satisfy tax liabilities from vesting equity awards. Specifically, 5,888 shares from performance-based stock units and 578 shares from restricted stock units were withheld at $128.98 per share instead of being retained as additional common stock.

How many Xylem (XYL) shares does CFO William Grogan own after these transactions?

Following the reported grants, vestings and tax withholdings, William Grogan directly owned 40,151 shares of Xylem common stock. He also held a non-qualified stock option for 18,228 shares that will vest in three equal annual installments beginning March 1, 2027.

What restricted stock units did Xylem (XYL) CFO William Grogan receive?

William Grogan received 5,116 restricted stock units under the Xylem 2011 Omnibus Incentive Plan. These units are scheduled to vest in one-third increments on March 1, 2027, March 1, 2028 and March 1, 2029, adding to his potential future common stock holdings.