Xylem (XYL) SVP, CAO logs 64-share tax-withholding disposition in Form 4

Rhea-AI Filing Summary

Xylem Inc. SVP and Chief Accounting Officer Geri-Michelle McShane reported a small share disposition tied to taxes, not an open-market trade. On the reported date, 64 shares of Xylem common stock were withheld at a price of $126.19 per share to cover tax liabilities from vesting restricted stock units. After this tax-withholding disposition, she held 4,727 Xylem common shares directly.

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^*

McShane Geri-Michelle

(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)
	SVP, CAO

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		64(1)	D	$126.19	4,727	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 (64) under the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016).

	/s/ Mike Nazario, by power of attorney for Geri McShane	03/06/2026
	** 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.

FAQ

What insider transaction did Xylem (XYL) report for Geri-Michelle McShane?

Xylem reported that SVP and CAO Geri-Michelle McShane had 64 shares of common stock withheld to satisfy tax liabilities from vesting restricted stock units, rather than executing an open-market trade. This tax-related disposition is coded as an F transaction on the Form 4.

Was the Xylem (XYL) Form 4 transaction a regular stock sale?

No, the Form 4 shows a tax-withholding disposition, not a regular market sale. Xylem withheld 64 common shares at $126.19 per share to pay taxes due on vesting restricted stock units under the company’s 2011 Omnibus Incentive Plan.

How many Xylem (XYL) shares does Geri-Michelle McShane hold after this Form 4?

After the reported tax-withholding disposition, Geri-Michelle McShane directly holds 4,727 shares of Xylem common stock. The 64 shares reflected in the transaction were withheld solely to cover tax liabilities tied to vesting equity awards, not sold in the open market.

What does transaction code F mean in the Xylem (XYL) Form 4 filing?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In Xylem’s filing, 64 shares of common stock were withheld to pay taxes on vesting restricted stock units, as described in the footnote referencing the 2011 Omnibus Incentive Plan.

Which Xylem (XYL) equity plan is referenced in this Form 4 transaction?

The transaction relates to restricted stock units granted under the Xylem 2011 Omnibus Incentive Plan, as amended and restated on February 24, 2016. Shares were withheld to cover tax liabilities arising from the vesting of those units, rather than being sold through the market.

Does the Xylem (XYL) Form 4 indicate buying or selling activity by the SVP, CAO?

The Form 4 shows a dispose-type transaction for tax withholding, not a voluntary buy or sell order. Shares were automatically withheld to satisfy tax obligations from vesting restricted stock units, leaving Geri-Michelle McShane with 4,727 directly held Xylem common shares afterward.