What performance metrics triggered Xylem (XYL) share vesting for Matthew Pine?

Vesting was tied to Total Shareholder Return, Adjusted EBITDA, Revenue and ESG performance. Upon meeting these criteria, Pine acquired separate blocks of 5,243, 4,328, 2,943 and 2,152 common shares granted under Xylem’s 2011 Omnibus Incentive Plan for prior performance periods.

Xylem (XYL) CEO receives major option and stock awards with tax withholding

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Xylem Inc. Pres. & CEO Matthew Francis Pine reported multiple equity compensation changes. On March 2, 2026, he received a grant of 57,386 non-qualified stock options with an exercise price of $128.98, scheduled to vest in one-third increments on March 1, 2027, 2028 and 2029.

He also acquired 16,105 shares of common stock as awards, and on March 1, 2026 vested performance-based stock units delivered 5,243, 4,328, 2,943 and 2,152 shares tied respectively to Total Shareholder Return, Adjusted EBITDA, Revenue and ESG performance, plus additional shares from dividend reinvestment.

To cover tax liabilities from these vestings, the company withheld 4,927, 847 and 2,316 shares of common stock at $128.98 per share. After these transactions, Pine holds both directly owned shares and an indirect position through the Matthew F. Pine and Angeles Lopez Guerrero Living Trust.

Insider Trade Summary

10 transactions reported

Mixed 10 txns

Insider Pine Matthew Francis

Role Pres. & CEO

Type	Security	Shares	Price	Value
Grant/Award	Non-Qualified Stock Option (Right to Buy)	57,386	$128.98	$7.40M
Grant/Award	Common Stock	16,105	$0.00	--
Tax Withholding	Common Stock	4,927	$128.98	$635K
Tax Withholding	Common Stock	847	$128.98	$109K
Tax Withholding	Common Stock	2,316	$128.98	$299K
Grant/Award	Common Stock	5,243	$128.98	$676K
Grant/Award	Common Stock	4,328	$128.98	$558K
Grant/Award	Common Stock	2,943	$128.98	$380K
Grant/Award	Common Stock	2,152	$128.98	$278K
holding	Common Stock	--	--	--

Holdings After Transaction: Non-Qualified Stock Option (Right to Buy) — 57,386 shares (Direct); Common Stock — 55,041 shares (Direct); Common Stock — 34,007 shares (Indirect, Matthew F. Pine and Angeles Lopez Guerrero Living Trust)

Footnotes (1)

Reflects the acquisition of 5,243 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 4,328 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 2,943 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 2,152 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 (649) and March 1, 2024 (1,667) 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.

Form 4 Insider Transactions: What Each Field Means →

03/03/2026 - 05:02 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^*

Pine Matthew Francis

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres. & CEO

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		5,243⁽¹⁾	A	$128.98	29,513⁽²⁾	D
Common Stock	03/01/2026		A		4,328⁽³⁾	A	$128.98	33,841	D
Common Stock	03/01/2026		A		2,943⁽⁴⁾	A	$128.98	36,784	D
Common Stock	03/01/2026		A		2,152⁽⁵⁾	A	$128.98	38,936	D
Common Stock	03/02/2026		A		16,105⁽⁶⁾	A	$0	55,041	D
Common Stock	03/02/2026		F		4,927⁽⁷⁾	D	$128.98	50,114	D
Common Stock	03/02/2026		F		847⁽⁸⁾	D	$128.98	49,267	D
Common Stock	03/02/2026		F		2,316⁽⁹⁾	D	$128.98	46,951	D
Common Stock								34,007	I	Matthew F. Pine and Angeles Lopez Guerrero Living Trust

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		57,386		⁽¹⁰⁾	03/02/2036	Common Stock	57,386	$128.98	57,386	D

Explanation of Responses:

1. Reflects the acquisition of 5,243 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 4,328 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 2,943 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 2,152 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 (649) and March 1, 2024 (1,667) 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 Matthew Pine	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 did Xylem (XYL) CEO Matthew Pine receive in this Form 4 filing?

Matthew Pine received a large equity compensation package, including 57,386 non-qualified stock options at $128.98 and multiple common stock awards. These grants reflect ongoing long-term incentive compensation under Xylem’s omnibus incentive plan tied to performance and service-based vesting.

How many Xylem (XYL) stock options were granted to the CEO?

The CEO was granted 57,386 non-qualified stock options with 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, aligning incentives with multi-year company performance.

Were any Xylem (XYL) shares sold by the CEO in this Form 4?

The filing shows share dispositions only for tax withholding, not open-market sales. Specifically, 4,927, 847 and 2,316 common shares were withheld at $128.98 per share to satisfy tax liabilities tied to vesting equity awards, a common administrative practice.

What restricted stock units did Xylem (XYL) grant to its CEO?

The filing notes an award of restricted stock units under the Xylem 2011 Omnibus Incentive Plan. These RSUs are scheduled to vest in one-third increments on March 1, 2027, March 1, 2028 and March 1, 2029, supporting long-term alignment with shareholders.

Does Matthew Pine hold any indirect Xylem (XYL) shares through a trust?

Yes. One line records indirect ownership through the “Matthew F. Pine and Angeles Lopez Guerrero Living Trust.” While no specific share movement is tied to this entry, it confirms an additional indirect holding beyond Pine’s directly owned Xylem common shares.