Xylem Inc.·4

Mar 3, 4:01 PM ET

McShane Geri-Michelle 4

4 · Xylem Inc. · Filed Mar 3, 2026

Research Summary

AI-generated summary of this filing

Updated

Xylem (XYL) SVP Geri‑Michelle McShane Receives Stock Awards

What Happened
Geri‑Michelle McShane, Senior Vice President and Chief Administrative Officer of Xylem (XYL), received multiple equity awards that vested or were granted on March 1–2, 2026. The filing shows 5,020 shares acquired via awards (total reported value ≈ $568,028 for price‑based items) and 992 shares withheld to satisfy tax withholding obligations (value ≈ $127,948). The awards include performance‑based stock units tied to Total Shareholder Return, Adjusted EBITDA, Revenue and ESG metrics, restricted stock units, and a derivative award (non‑qualified stock options).

Key Details

  • Transaction dates: March 1, 2026 (vests/grants) and March 2, 2026 (additional award and tax withholding). Filing date: March 3, 2026 (timely).
  • Major movements (reported):
    • 721 shares @ $128.98 — $92,995 (vested; TSR performance award)
    • 595 shares @ $128.98 — $76,743 (vested; Adjusted EBITDA award)
    • 405 shares @ $128.98 — $52,237 (vested; Revenue award)
    • 489 shares @ $128.98 — $63,071 (vested; ESG award)
    • 616 shares @ $0.00 — $0 (restricted stock unit award scheduled to vest in future increments)
    • 2,194 shares (derivative) @ $128.98 — $282,982 (non‑qualified stock option award scheduled to vest in thirds)
    • Tax withholding (dispositions): 654, 188 and 150 shares (total 992) withheld at $128.98 each — total ≈ $127,948.
  • Shares owned after transaction: Not specified in the filing.
  • Footnotes of note: F1–F4 explain vesting tied to specific performance metrics; F5/F9 describe restricted stock and option awards scheduled to vest in future tranches; F6–F8 explain the share‑withholding to cover tax liabilities.
  • Transaction codes: A = award/grant, F = withholding to satisfy tax liability.

Context

  • These transactions are primarily awards and vesting of performance‑based and restricted equity, not open‑market purchases or sales. The withholding of shares to cover taxes is a routine administrative action (not a directional sale).
  • The derivative/option award is scheduled to vest over future years (one‑third increments), so the full economic benefit depends on future vesting and share price.
  • Filing was submitted promptly (filed March 3 for March 1–2 transactions), so there’s no late‑filing flag.

Bottom line: This Form 4 shows routine vesting and awards to a senior executive (performance and restricted awards) with shares withheld for taxes — informative about compensation but not a direct buy/sell signal.

Insider Transaction Report

Form 4
Period: 2026-03-01
Transactions
  • Award

    Common Stock

    [F1]
    2026-03-01$128.98/sh+721$92,9953,678 total
  • Award

    Common Stock

    [F2]
    2026-03-01$128.98/sh+595$76,7434,273 total
  • Award

    Common Stock

    [F3]
    2026-03-01$128.98/sh+405$52,2374,678 total
  • Award

    Common Stock

    [F4]
    2026-03-01$128.98/sh+489$63,0715,167 total
  • Award

    Common Stock

    [F5]
    2026-03-02+6165,783 total
  • Tax Payment

    Common Stock

    [F6]
    2026-03-02$128.98/sh654$84,3535,129 total
  • Tax Payment

    Common Stock

    [F7]
    2026-03-02$128.98/sh188$24,2484,941 total
  • Tax Payment

    Common Stock

    [F8]
    2026-03-02$128.98/sh150$19,3474,791 total
  • Award

    Non-Qualified Stock Options (Right to Buy)

    [F9]
    2026-03-02$128.98/sh+2,194$282,9822,194 total
    Exercise: $128.98Exp: 2036-03-02Common Stock (2,194 underlying)
Footnotes (9)
  • [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/ Mike Nazario, by power of attorney for Geri McShane|2026-03-03

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT