XYL: Material agreement · New financial obligation · Other company developments

Item 1.01 Entry into a Material Definitive Agreement. On May 29, 2026, Xylem Inc. (the “Company”) completed a public offering (the “Offering”) of $500,000,000 aggregate principal amount of 5.200% Senior Notes due 2033 (the “2033 Notes”) and $500,000,000 aggregate principal amount of 5.450% Senior Blue Notes due 2036 (the “2036 Blue Notes” and, together with the 2033 Notes, the “Notes”). The Notes are governed by a senior indenture, dated March 11, 2016 (the “Base Indenture”), as supplemented by the first supplemental indenture, dated March 11, 2016 (the “First Supplemental Indenture”), and as further supplemented by the fifth supplemental indenture, dated May 29, 2026 (the “Fifth Supplemental Indenture”), each between Deutsche Bank Trust Company Americas, as trustee, and the Company (as so supplemented, the “Indenture”). The Notes are senior unsecured obligations of the Company and rank equally in right of payment with all of the Company’s other unsecured and unsubordinated obligations from time to time outstanding. The 2033 Notes will bear interest at the rate of 5.200% per year and will mature on June 1, 2033. The 2036 Blue Notes will bear interest at the rate of 5.450% per year and will mature on June 1, 2036. Interest on the Notes will be payable semiannually on June 1 and December 1 of each year beginning on December 1, 2026. The Company may redeem the Notes at any time, at its option, subject to certain conditions, at specified redemption prices, plus accrued and unpaid interest to the redemption date. The Indenture contains customary agreements and covenants by the Company. These covenants limit the ability of the Company and its restricted subsidiaries (i) to incur debt secured by liens on certain property above a threshold, (ii) to engage in certain sale and le