Xylem (NYSE: XYL) CFO has 641 shares withheld to cover tax liability

Rhea-AI Filing Summary

Xylem Inc. Executive Vice President and Chief Financial Officer William K. Grogan reported a tax-related share disposition. On March 5, 2026, 641 shares of Xylem common stock were withheld at $126.19 per share to cover the tax liability from vesting restricted stock units granted on March 5, 2025.

These shares were withheld under the Xylem 2011 Omnibus Incentive Plan (as amended). After this tax-withholding disposition, Grogan directly owned 39,510 shares of Xylem common stock.

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)
03/05/2026

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	03/05/2026		F		641(1)	D	$126.19	39,510	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 March 5, 2025 (641) under the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016).

	/s/ Mike Nazario, by power of attorney for William K. Grogan	03/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Xylem (XYL) disclose for CFO William Grogan?

Xylem disclosed that CFO William Grogan had 641 common shares withheld to cover taxes on vesting restricted stock units. The shares were valued at $126.19 each and the withholding was executed under the Xylem 2011 Omnibus Incentive Plan.

Was the Xylem (XYL) CFO’s Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 641 shares were withheld to satisfy Grogan’s tax liability arising from restricted stock units vesting under Xylem’s 2011 Omnibus Incentive Plan, rather than being sold on the market.

How many Xylem (XYL) shares were involved in William Grogan’s tax withholding?

The filing reports that 641 shares of Xylem common stock were withheld. The price used was $126.19 per share, reflecting the value applied to cover the tax liability from the vesting restricted stock units granted on March 5, 2025.

How many Xylem (XYL) shares does the CFO hold after this Form 4 transaction?

After the tax-withholding disposition, William Grogan directly holds 39,510 shares of Xylem common stock. This figure reflects his direct ownership following the withholding of 641 shares to pay taxes tied to vesting restricted stock units.

What equity plan governed the Xylem (XYL) CFO’s restricted stock units and tax withholding?

The restricted stock units and related tax-withholding transaction were governed by the Xylem 2011 Omnibus Incentive Plan, as amended and restated on February 24, 2016. The 641 shares were withheld to satisfy tax obligations when those units vested on March 5, 2025.