=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-03-01
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: Xylem Inc. (XYL)
CIK: 0001524472
--- Reporting Owner ---
Name: McShane Geri-Michelle
CIK: 0001769064
Role: Officer (SVP, CAO)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock
Date: 2026-03-01 | Code: A (Grant or award)
Shares: +721 | Price: $128.98
Total Value: $92,994.58
Shares Owned After: 3,678 | Ownership: D (Direct)
Footnotes:
[F1] Reflects the acquisition of 721 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.
[Transaction #2]
Security: Common Stock
Date: 2026-03-01 | Code: A (Grant or award)
Shares: +595 | Price: $128.98
Total Value: $76,743.10
Shares Owned After: 4,273 | Ownership: D (Direct)
Footnotes:
[F2] Reflects the acquisition of 595 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.
[Transaction #3]
Security: Common Stock
Date: 2026-03-01 | Code: A (Grant or award)
Shares: +405 | Price: $128.98
Total Value: $52,236.90
Shares Owned After: 4,678 | Ownership: D (Direct)
Footnotes:
[F3] Reflects the acquisition of 405 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.
[Transaction #4]
Security: Common Stock
Date: 2026-03-01 | Code: A (Grant or award)
Shares: +489 | Price: $128.98
Total Value: $63,071.22
Shares Owned After: 5,167 | Ownership: D (Direct)
Footnotes:
[F4] 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.
[Transaction #5]
Security: Common Stock
Date: 2026-03-02 | Code: A (Grant or award)
Shares: +616 | Price: $0.00
Shares Owned After: 5,783 | Ownership: D (Direct)
Footnotes:
[F5] 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.
[Transaction #6]
Security: Common Stock
Date: 2026-03-02 | Code: F (Payment of exercise/tax)
Shares: -654 | Price: $128.98
Total Value: $84,352.92
Shares Owned After: 5,129 | Ownership: D (Direct)
Footnotes:
[F6] 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).
[Transaction #7]
Security: Common Stock
Date: 2026-03-02 | Code: F (Payment of exercise/tax)
Shares: -188 | Price: $128.98
Total Value: $24,248.24
Shares Owned After: 4,941 | Ownership: D (Direct)
Footnotes:
[F7] 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).
[Transaction #8]
Security: Common Stock
Date: 2026-03-02 | Code: F (Payment of exercise/tax)
Shares: -150 | Price: $128.98
Total Value: $19,347.00
Shares Owned After: 4,791 | Ownership: D (Direct)
Footnotes:
[F8] 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 (82) and March 1, 2024 (68) under the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016).
--- Derivative Transactions ---
[Transaction #1]
Security: Non-Qualified Stock Options (Right to Buy)
Date: 2026-03-02 | Code: A (Grant or award)
Shares: +2,194 | Price: $128.98
Exercisable: N/A | Expires: 2036-03-02
Shares Owned After: 2,194 | Ownership: D (Direct)
Footnotes:
[F9] 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.
--- Footnotes (Complete Index) ---
F1: Reflects the acquisition of 721 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.
F2: Reflects the acquisition of 595 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.
F3: Reflects the acquisition of 405 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.
F4: 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.
F5: 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.
F6: 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).
F7: 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).
F8: 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 (82) and March 1, 2024 (68) under the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016).
F9: 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.
--- Signature ---
/s/ /s/ Mike Nazario, by power of attorney for Geri McShane (2026-03-03)
