Xylem (NYSE: XYL) EVP receives equity grants and withholds shares for taxes

Rhea-AI Filing Summary

Xylem Inc. EVP and CPSO Claudia S. Toussaint reported equity compensation grants and related tax withholdings. On March 2, 2026, she received 7,089 non-qualified stock options with 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.

She also acquired multiple blocks of common stock upon vesting of performance-based and ESG-related stock units granted in 2021 and 2023 under the Xylem 2011 Omnibus Incentive Plan, and received an additional restricted stock unit award set to vest in three annual tranches beginning March 1, 2027. To cover tax liabilities from these vestings, she disposed of several small blocks of common stock through share withholding at $128.98 per share. Following these transactions, she directly owns 9,342 shares of common stock, and an additional 31,250 shares are held indirectly by the Claudia S. Toussaint Revocable Trust.

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^*

Toussaint Claudia S

(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, CPSO

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		2,360(1)	A	$128.98	6,299	D
Common Stock	03/01/2026		A		1,948(2)	A	$128.98	8,247	D
Common Stock	03/01/2026		A		1,324(3)	A	$128.98	9,571	D
Common Stock	03/01/2026		A		1,761(4)	A	$128.98	11,332	D
Common Stock	03/02/2026		A		1,989(5)	A	$0	13,321	D
Common Stock	03/02/2026		F		2,580(6)	D	$128.98	10,741	D
Common Stock	03/02/2026		F		797(7)	D	$128.98	9,944	D
Common Stock	03/02/2026		F		602(8)	D	$128.98	9,342	D
Common Stock								31,250	I	by Claudia S. Toussaint Revocable 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)
				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		7,089		(9)	03/02/2036	Common Stock	7,089	$128.98	7,089	D

Explanation of Responses:

1. Reflects the acquisition of 2,360 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. Reflects the acquisition of 1,948 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.

3. Reflects the acquisition of 1,324 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.

4. Reflects the acquisition of 1,761 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.

5. 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.

6. 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).

7. 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).

8. 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 (336) and March 1, 2024 (266) under the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016).

9. 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 Claudia S. Toussaint	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did Xylem (XYL) EVP Claudia Toussaint receive?

Claudia Toussaint received new stock options and stock awards. She was granted 7,089 non-qualified stock options at $128.98 and multiple common-share awards tied to performance and ESG criteria under Xylem’s 2011 Omnibus Incentive Plan, plus a new restricted stock unit grant vesting from 2027 to 2029.

How many Xylem (XYL) stock options were granted to Claudia Toussaint?

She was granted 7,089 non-qualified stock options at an exercise price of $128.98 per share. These options vest in three equal annual installments on March 1, 2027, March 1, 2028, and March 1, 2029 under the Xylem 2011 Omnibus Incentive Plan.

Why did Claudia Toussaint dispose of some Xylem (XYL) shares in this Form 4?

The dispositions were for tax withholding on vested equity awards, not open-market sales. Shares of common stock were withheld at $128.98 per share to pay tax liabilities arising from vesting of performance-based, ESG-related, and restricted stock units granted in prior years.

How many Xylem (XYL) shares does Claudia Toussaint own after these transactions?

After these transactions, she directly owns 9,342 shares of Xylem common stock. In addition, 31,250 shares are held indirectly through the Claudia S. Toussaint Revocable Trust, as disclosed in the ownership table and related footnote.

What performance metrics triggered Claudia Toussaint’s Xylem (XYL) stock unit vesting?

The vesting was tied to several performance criteria. These included Total Shareholder Return, Adjusted EBITDA, Revenue, and ESG performance, based on performance-based stock units granted in 2021 and 2023 under the Xylem 2011 Omnibus Incentive Plan.

When will Claudia Toussaint’s new Xylem (XYL) restricted stock units vest?

The new restricted stock units vest in three equal annual tranches. They are scheduled to vest one-third on March 1, 2027, one-third on March 1, 2028, and the final third on March 1, 2029, subject to the plan’s terms.