Xylem (NYSE: XYL) EVP awarded stock, options as shares withheld for tax

Rhea-AI Filing Summary

Xylem Inc. executive Michael J. McGann reported a mix of equity grants, vesting, and tax-related share withholdings. He received 5,739 non-qualified stock options 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.

McGann also acquired common stock upon vesting of performance-based stock units granted under the Xylem 2011 Omnibus Incentive Plan, tied to Total Shareholder Return (1,966 shares), Adjusted EBITDA (1,622 shares), Revenue (1,103 shares), and ESG performance (489 shares), plus a 1,610-share restricted stock unit award that vests in thirds on the same 2027–2029 dates. To cover tax liabilities from these vestings, the company withheld 2,073, 213, and 510 shares of common stock at $128.98 per share.

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^*

McGann Michael J.

(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 & President, MCS

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		1,966(1)	A	$128.98	10,197(2)	D
Common Stock	03/01/2026		A		1,622(3)	A	$128.98	11,819	D
Common Stock	03/01/2026		A		1,103(4)	A	$128.98	12,922	D
Common Stock	03/01/2026		A		489(5)	A	$128.98	13,411	D
Common Stock	03/02/2026		A		1,610(6)	A	$0	15,021	D
Common Stock	03/02/2026		F		2,073(7)	D	$128.98	12,948	D
Common Stock	03/02/2026		F		213(8)	D	$128.98	12,735	D
Common Stock	03/02/2026		F		510(9)	D	$128.98	12,225	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 Options (Right to Buy)	$128.98	03/02/2026		A		5,739		(10)	03/02/2036	Common Stock	5,739	$128.98	5,739	D

Explanation of Responses:

1. Reflects the acquisition of 1,966 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 1,622 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 1,103 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 489 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 (269) and March 1, 2024 (241) 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 Michael J. McGann	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What did Xylem (XYL) EVP Michael J. McGann receive in this Form 4 filing?

Michael J. McGann received equity compensation, including 5,739 non-qualified stock options at an exercise price of $128.98 and several grants of common stock. These awards stem from performance-based stock units and restricted stock units under the Xylem 2011 Omnibus Incentive Plan.

How many stock options were granted to the Xylem (XYL) executive and at what price?

McGann was granted 5,739 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 equal one-third installments in 2027, 2028, and 2029.

What performance metrics triggered stock vesting for Xylem (XYL) EVP McGann?

Common shares vested from performance-based stock units tied to Total Shareholder Return, Adjusted EBITDA, Revenue, and ESG performance. These units were originally granted on March 1, 2023 and March 1, 2021, and vested after specified performance criteria under the Xylem 2011 Omnibus Incentive Plan were achieved.

Were any of Michael J. McGann’s Xylem (XYL) shares sold on the open market?

The filing shows share dispositions coded as “F,” indicating shares were withheld to pay tax liabilities tied to vesting. Dispositions of 2,073, 213, and 510 shares at $128.98 per share reflect tax-withholding events, not open-market sales by McGann.

What restricted stock units did the Xylem (XYL) executive receive in this filing?

McGann received an award of 1,610 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, subject to the plan’s terms.

Why did Xylem (XYL) withhold some of Michael J. McGann’s shares?

Xylem withheld 2,073, 213, and 510 shares of common stock to cover tax liabilities arising from the vesting of performance-based and ESG-related stock units and restricted stock units. This tax-withholding method is reflected by transaction code “F” in the Form 4.