Xylem Inc.

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2025 Proxy Statement

Notice of Annual Meeting of Shareholders

May 13, 2025

301 Water Street SE

Washington, DC 20003

Dear Shareholders,

Xylem creates value by helping customers deliver and use clean water, treat wastewater, and protect public health in their communities. The needs we serve are constant, universal and growing, creating significant opportunities. But the world we operate in is more dynamic than ever. We are evolving with it to ensure our company, our customers, and the communities they serve continue to thrive.

In the last year, we have:

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Aligned our operating model to both purpose and profitability,

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Delivered strong performance alongside continuing sustainability leadership, and

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Strengthened Xylem’s growth engine for our long-term success.

Aligning Our Operating Model to Both Purpose and Profitability

Following 2023’s transformative acquisition of Evoqua, we began 2024 with a new Chief Executive Officer and a new Chief Financial Officer. Then, at our Investor Day, last May, the leadership team outlined our long-range plan for value creation. We committed to a step-change in value creation. We also described how we are simplifying our company and transforming our purpose, culture and structure to deliver on our goals.

Purpose: Xylem has always been a purpose-driven enterprise full of purpose-driven people. To focus our team’s energy, we replaced our mission and vision statements with a simpler purpose statement that puts those we serve at the heart of our work: to empower our customers and communities to build a more water-secure world.

Culture: Bringing Xylem and Evoqua together created the opportunity to build a new culture formed from the best of both companies. Our “high-impact culture” highlights three key behaviors: Empowered to Lead, Accountable to Deliver, and Inspired to Innovate. These behaviors drive agility and speed by focusing our team on delivering great outcomes for our customers and communities.

Structure: With our increase in scale, we have targeted a decrease in organizational complexity. We are simplifying Xylem by shifting from a matrixed structure to a single management axis: our segments. Streamlining our organization makes us more efficient, empowers our people, and helps our customers get what they need from us faster.

Delivering Exceptional Performance and Sustainability Leadership

Working on purpose, culture, and structure simultaneously is a lot of change. We are very proud of the Xylem team around the world for embracing that change and leading with purpose through the transition. Their commitment and hard work are reflected in our results.

In fact, our 2024 performance set several new records for Xylem. Full-year revenue, profitability, and earnings per share ("EPS") all established new benchmarks. Revenue grew 16% on a reported basis and 6% organically*, Net Income margin expanded 210 basis points and EBITDA margin* 170 basis points, and EPS increased 31% (13% on an adjusted* basis) for the year. In the same period, the team delivered cost synergies from the Evoqua integration faster than expected.

*Non-GAAP financial measures that exclude certain items. For a description of the items excluded from non-GAAP measures and reconciliations of GAAP to non-GAAP, please see Appendix A.

Alongside strong financial performance, we set new standards for Xylem’s sustainability performance. Recognizing that sustainability leadership is a competitive differentiator in the water sector, we raised the bar with new 2030 performance targets. And in 2024 alone, the team responded to more than 40 water-related disasters, serving communities in crisis from India, to Spain, to the Carolinas, to Brazil.

Strengthening Xylem’s Growth Engine for the Long Term

Improvements to Xylem’s operating model are making our company more profitable, nimble, and resilient. We are re-deploying the energy we have released to strengthen the long-term competitiveness of our product offerings and our portfolio. On the product front, we are taking a systematic approach — colloquially known as “80/20” — to focus resources on the technologies and solutions that deliver the most value to customers and create the most value for shareholders.

Similarly, we have also taken targeted actions to optimize our portfolio of businesses: maximizing Xylem’s differentiation and shedding assets that are not core to our purpose. For example, we took a majority stake in Idrica last December to accelerate the expansion of the Xylem Vue platform, which provides software that enables water utilities to drive significant operational improvements through digitalization. Conversely, we recently divested a specialty anodes business that came with the acquisition of Evoqua but was not aligned with our strategy.

We are very well positioned to deploy capital to strengthen our portfolio and compound our returns. Our capital deployment priorities have not changed. These priorities are to reinvest in our business, including in our core franchises and in new strategic bets on breakthrough technologies and business models; to execute accretive acquisitions and partnerships that increase our exposure to the most attractive markets; and to return capital through dividends and opportunistic buybacks.

A Privileged Position: Empowering Customers and Communities

In a dynamic global environment, water continues to support every human life and enable every sector of the economy, every single day. But water is becoming scarcer, water-related natural disasters are on the rise, and new contaminants are threatening public trust in the safety and cleanliness of water. For that reason, communities and businesses everywhere are turning their attention to water security.

Xylem is fortunate to be in a privileged position to help – and we have an extraordinary global team doing just that. Simplifying and transforming our company is making it easier for our customers to access the water solutions they need. By serving them better, we will deliver on our commitments to our investors and empower our customers and communities to build a more water-secure world.

Thank you for your continuing investment, and your support of the whole Xylem team.

Sincerely,

Robert F. FrielBoard ChairMatthew F. PinePresident & Chief Executive Officer

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting:

Our 2025 Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2024 will be available online at www.proxyvote.com and are currently available on our website at www.xylem.com under “Investors.”

301 Water Street SE

Washington, DC 20003

Notice of 2025 Annual Meeting of Shareholders

March 31, 2025

By Order of the Board of Directors,

Kelly C. O’SheaVP, Chief Corporate Counsel and Corporate Secretary

Cautionary Note Regarding Forward-Looking Statements

The statements included in this Proxy Statement and materials or websites it may cross-reference regarding future performance and results, expectations, plans, strategies, priorities, commitments, and other statements (including those related to our social, environmental and other sustainability goals) that are not historical facts are forward-looking statements within the meaning of the U.S. federal securities laws. Generally, the words “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “contemplate,” “predict,” “forecast,” “likely,” “believe,” “target,” “will,” “could,” “would,” “should,” “potential,” “may” and similar expressions or their negative, may, but are not necessary to, identify forward-looking statements. Forward-looking and other statements included in this Proxy Statement, or cross-referenced in this document, regarding our environmental and other sustainability plans and goals, are not an indication that these statements are necessarily material to investors, to our business, operating results, financial condition, outlook, or strategy, to our impacts on sustainability matters or other parties, or are required to be disclosed in our filings with the Securities and Exchange Commission (“SEC”) or other regulatory authorities, and are not intended to create legal rights or obligations. Forward-looking statements are based upon current beliefs, expectations, and assumptions and are subject to significant risks, uncertainties, and changes in circumstances that are difficult to predict, are often beyond our control, and that could cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and in subsequent filings we make with the SEC, and include changes in legal and regulatory requirements, business conditions, and stakeholder expectations. Readers of this Proxy Statement are cautioned not to rely on these forward-looking statements since there can be no assurance that these forward-looking statements will prove to be accurate. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, and despite any historical practice of doing so. The information and statements in this Proxy Statement speak only as of the date of this document and are subject to change without notice.

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