McShane Geri-Michelle 4

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.