xyl-20260225

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 25, 2026

XYLEM INC.

(Exact name of registrant as specified in its charter)

Indiana

001-35229

45-2080495

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

301 Water Street SE

20003

Washington

(Address of principal executive offices)

(Zip Code)

(202) 869-9150

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange of which registered

Common Stock, par value $0.01 per share

XYL

New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


☐			Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨


Item 8.01			Other Events

On February 25, 2026, the Board of Directors of Xylem Inc. (the “Company”) approved the adoption of a new share repurchase program. Under the new program, which has no expiration date, the Company is authorized to purchase up to $1.5 billion in shares of the common stock, $0.01 par value, of the Company (“Common Stock”). Repurchases under the new program may be made through open market purchases or otherwise (in compliance with all applicable laws and regulations in effect from time to time), upon such terms and conditions and at such times and in such amounts not in excess of such aggregate amount. The new program does not obligate the Company to acquire any particular amount of Common Stock, and it may be suspended at any time in the Company’s discretion.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

XYLEM INC.

Date: February 25, 2026

By:

/s/ William K. Grogan

William K. Grogan

Executive Vice President & Chief Financial Officer
(Authorized Officer of Registrant)

Xylem Inc. filed SEC Form 8-K: Other Events