Xylem (NYSE: XYL) EVP receives stock options, awards and tax withholdings

Rhea-AI Filing Summary

Xylem Inc. executive vice president of strategy Albert Cho reported a mix of equity awards and related tax withholdings. On March 2, 2026 he received non-qualified stock options for 3,713 shares at $128.98 per share and a restricted stock unit award of 1,042 common shares.

Footnotes show several performance-based stock units granted in prior years vested based on Total Shareholder Return, Adjusted EBITDA, Revenue and ESG performance, increasing his common stock holdings. Shares totaling 1,610, 295 and 371 were withheld at $128.98 per share to cover tax liabilities tied to these vestings and restricted stock units. After these transactions, Cho directly owned 16,588 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

OMB APPROVAL

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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^*

Cho Albert

(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, Strategy

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		1,311(1)	A	$128.98	15,418(2)	D
Common Stock	03/01/2026		A		1,082(3)	A	$128.98	16,500	D
Common Stock	03/01/2026		A		735(4)	A	$128.98	17,235	D
Common Stock	03/01/2026		A		587(5)	A	$128.98	17,822	D
Common Stock	03/02/2026		A		1,042(6)	A	$0	18,864	D
Common Stock	03/02/2026		F		1,610(7)	D	$128.98	17,254	D
Common Stock	03/02/2026		F		295(8)	D	$128.98	16,959	D
Common Stock	03/02/2026		F		371(9)	D	$128.98	16,588	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		3,713		(10)	03/02/2036	Common Stock	3,713	$128.98	3,713	D

Explanation of Responses:

1. Reflects the acquisition of 1,311 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 1,082 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 735 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 587 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 (207) and March 1, 2024 (164) 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 Albert Cho	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Xylem (XYL) EVP Albert Cho report?

Albert Cho reported equity awards and tax withholdings. He received non-qualified stock options for 3,713 shares and multiple stock and performance-based unit vestings, while several blocks of shares were withheld to cover related tax liabilities.

How many Xylem (XYL) stock options were granted to Albert Cho?

Albert Cho was granted non-qualified stock options covering 3,713 shares of Xylem common stock at an exercise price of $128.98 per share. These options vest in one-third increments on March 1, 2027, March 1, 2028 and March 1, 2029.

What stock awards did Albert Cho receive in Xylem (XYL) common shares?

Cho received a restricted stock unit award of 1,042 Xylem common shares. In addition, several performance-based stock units granted in 2021 and 2023 vested based on Total Shareholder Return, Adjusted EBITDA, Revenue and ESG performance targets under Xylem’s omnibus incentive plan.

Why were some Xylem (XYL) shares disposed of in Albert Cho’s Form 4?

Dispositions reported under code F reflect tax-withholding transactions. A total of 1,610, 295 and 371 shares of Xylem common stock were withheld at $128.98 per share to satisfy tax liabilities from vesting performance-based and restricted stock unit awards.

How many Xylem (XYL) shares does Albert Cho own after these transactions?

Following the reported grants, vestings and tax withholdings, Albert Cho directly owns 16,588 shares of Xylem common stock. This figure reflects his direct holdings after the final tax-withholding disposition reported on March 2, 2026.

What performance metrics triggered Xylem (XYL) PSU vesting for Albert Cho?

Performance-based stock units vested upon meeting targets tied to Total Shareholder Return, Adjusted EBITDA, Revenue and ESG performance. These awards were granted under the Xylem 2011 Omnibus Incentive Plan and converted into Xylem common shares when the criteria were achieved.