Sec Form 3 Filing - Cho Albert @ Xylem Inc. - 2024-05-17

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Cho Albert 2. Issuer Name and Ticker or Trading Symbol Xylem Inc. [ XYL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Strategy (Last) (First) (Middle) C/O XYLEM INC., 301 WATER STREET SE 3. Date of Earliest Transaction (MM/DD/YY) 05/17/2024 (Street) WASHINGTON, DC20003 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 2,139 ( 1 ) D Common Stock 9,488 ( 2 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options (Right to buy) $ 127.94 ( 3 ) 03/01/2034 Common Stock 3,305 D Stock Options (Right to buy) $ 102.23 ( 4 ) 03/01/2031 Common Stock 3,233 D Stock Options (Right to buy) $ 101.09 ( 5 ) 03/01/2033 Common Stock 4,301 D Stock Options (Right to buy) $ 86.76 ( 6 ) 03/01/2032 Common Stock 4,406 D Stock Options (Right to buy) $ 80.66 ( 7 ) 02/27/2030 Common Stock 3,509 D Stock Options (Right to buy) $ 75.18 ( 8 ) 02/21/2028 Common Stock 2,182 D Stock Options (Right to buy) $ 74.07 ( 9 ) 02/20/2029 Common Stock 2,655 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cho Albert C/O XYLEM INC. 301 WATER STREET SE WASHINGTON, DC20003 SVP, Strategy Signatures /s/ Seaneen Cline, by power of attorney for Albert Cho 05/29/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects restricted stock units which are scheduled to vest as follows: 1074 on March 1, 2025, 739 on March 1, 2026, 326 on March 1, 2027. Each restricted stock unit represents the right to receive one share of common stock upon vesting. ( 2 )Reflects common stock incident to previous vestings of restricted stock units. ( 3 )These options are scheduled to vest in one-third increments on March 1, 2025, March 1, 2026 and March 1, 2027. ( 4 )3,233 options are fully vested and exercisable. ( 5 )1,433 options are fully vested and exercisable, 1,434 are scheduled to vest on March 1, 2025 and 1,434 are scheduled to vest on March 1, 2026. ( 6 )2,938 options are fully vested and exercisable, 1,468 are scheduled to vest on March 1, 2025. ( 7 )3,509 options are fully vested and exercisable. ( 8 )2,182 options are fully vested and exercisable. ( 9 )2,655 options are fully vested and exercisable.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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