Cho Albert 4

What Happened

• Albert Cho, Executive VP, Strategy at Xylem (XYL), received multiple equity awards on March 1–2, 2026 and had shares withheld to cover tax obligations. Awards include performance-based stock units (PSUs), restricted stock units (RSUs), and a non‑qualified stock option grant (derivative). Total acquisition value shown ~$958,063; tax-withheld share disposals totaled 2,276 shares worth about $293,559.
• Specifics: 1,311 PSUs (TSR) @$128.98 = $169,093; 1,082 PSUs (Adjusted EBITDA) @$128.98 = $139,556; 735 PSUs (Revenue) @$128.98 = $94,800; 587 PSUs (ESG) @$128.98 = $75,711; 1,042 RSUs @$0.00 (award scheduled to vest later); and a derivative award of 3,713 non‑qualified stock options valued at $478,903 (per filing). To cover tax liabilities, 1,610 + 295 + 371 = 2,276 shares were withheld (total ~$293,559).

Key Details

• Transaction dates/prices: March 1–2, 2026; per‑share reference price $128.98 for vested awards and option valuation shown at same price.
• Withheld/disposed shares (tax withholding): 1,610 shares ($207,658), 295 shares ($38,049), 371 shares ($47,852) — all reported as code F (tax withholding).
• Award types and footnotes:
  • F1/F3/F4/F5: PSUs vested upon achievement of TSR, Adjusted EBITDA, Revenue and ESG criteria (grants from 2021 and 2023).
  • F6: RSUs awarded that vest in one‑third increments on March 1, 2027–2029.
  • F10: Non‑qualified stock options granted that vest in one‑third increments on March 1, 2027–2029 (derivative).
  • F2: includes dividend reinvestment where applicable; F7–F9 explain which awards’ vesting triggered the withholding.
• Shares owned after transaction: not specified in the provided excerpt of the Form 4.
• Filing timeliness: Form filed March 3, 2026 covering transactions on March 1–2, 2026 (appears timely under Form 4 rules).

Context

• These transactions are primarily award vestings and new option/RSU grants rather than open‑market purchases or discretionary sales. The only “sales” reported are share withholdings to satisfy tax obligations (routine for vesting events), reported with code F.
• The derivative line (3,713 shares) represents option awards (not an exercise/sale); options are scheduled to vest in future years — not immediate exercised sales.
• For retail investors: award vestings and tax‑withholdings are common executive compensation mechanics and do not necessarily signal the insider’s market view.