Xylem Inc. (XYL) CLO reports 70-share tax-withholding disposition

Rhea-AI Filing Summary

Xylem Inc. executive Stacy Cozad reported a small tax-related share disposition. On March 5, 2026, 70 shares of common stock were withheld at $126.19 per share to cover taxes due on the vesting of restricted stock units granted on September 1, 2025. After this withholding, Cozad directly owns 2,233 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^*

Cozad Stacy

(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 Legal 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		70(1)	D	$126.19	2,233	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 1, 2025 (70) under the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016).

	/s/ Mike Nazario, by power of attorney for Stacy Cozad	03/06/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Xylem (XYL) executive Stacy Cozad report?

Xylem executive Stacy Cozad reported a small tax-related share disposition. On March 5, 2026, 70 shares of common stock were withheld to satisfy tax liabilities from restricted stock units vesting, rather than being sold in the open market, under the Xylem 2011 Omnibus Incentive Plan.

How many Xylem (XYL) shares were withheld for taxes in this Form 4 filing?

The Form 4 shows that 70 Xylem common shares were withheld for taxes. These shares covered the tax liability arising from the vesting of restricted stock units granted on September 1, 2025, and were not part of a discretionary open-market sale transaction by the executive.

At what price were the Xylem (XYL) shares valued for the tax withholding?

The withheld Xylem shares were valued at $126.19 per share. This price is used as the fair market value to calculate the tax liability associated with the vesting restricted stock units, resulting in 70 shares being retained by the company instead of issued to the executive.

How many Xylem (XYL) shares does Stacy Cozad own after this transaction?

After the tax-withholding transaction, Stacy Cozad directly owns 2,233 Xylem common shares. This balance reflects the net position following the retention of 70 shares by the company to cover taxes linked to the vesting of previously granted restricted stock units.

Was the Xylem (XYL) Form 4 transaction an open-market sale by the executive?

No, the Form 4 transaction was not an open-market sale. It reflects a tax-withholding disposition, where 70 shares were withheld to satisfy tax obligations from restricted stock units vesting, a common administrative mechanism rather than a discretionary sale decision by the insider.