Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-273653
Relating to
Preliminary Prospectus Supplement dated May 19, 2026 to
Prospectus dated August 3, 2023
Xylem Inc.
Pricing Term Sheet
May 19, 2026
$500,000,000 5.200% Senior Notes due 2033
$500,000,000 5.450% Senior Notes due 2036
Terms Applicable to Both Series of Notes
| Issuer: | Xylem Inc. | |
| Ratings (Moody’s / S&P)*: | Baa2 / BBB | |
| Ranking of the Notes: | Senior Unsecured | |
| Offering Format: | SEC Registered | |
| Trade Date: | May 19, 2026 | |
| Settlement Date: | May 29, 2026 (T+7) | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Use of Proceeds: | Xylem intends to use the net proceeds from the 2033 notes to repay or redeem $500 million aggregate principal amount of its 3.250% Senior Notes maturing on November 1, 2026 at or prior to maturity and for general corporate purposes. Xylem intends to allocate an amount equal to the net proceeds from the sale of the 2036 notes to finance and/or refinance, in whole or in part, a portfolio of Eligible Blue Projects as defined in “Use of Proceeds” in the prospectus supplement. | |
| Joint Book-Running Managers: | BNP Paribas Securities Corp. | |
| Citigroup Global Markets Inc. | ||
| ING Financial Markets LLC | ||
| J.P. Morgan Securities LLC | ||
| Wells Fargo Securities, LLC | ||
| Co-Managers: | Deutsche Bank Securities Inc. | |
| TD Securities (USA) LLC | ||
| U.S. Bancorp Investments, Inc. | ||
| ANZ Securities, Inc. | ||
| SEB Securities, Inc. | ||
| Siebert Williams Shank & Co., LLC | ||
| Academy Securities, Inc. | ||
Terms Applicable to the
5.200% Senior Notes due 2033
| Aggregate Principal Amount: | $500,000,000 | |
| Maturity Date: | June 1, 2033 | |
| Public Offering Price: | 99.808% of the principal amount | |
| Benchmark Treasury: | 4.125% due April 30, 2033 | |
| Benchmark Treasury Price and Yield: | 97-28 1⁄4 ; 4.483% | |
| Spread to Benchmark Treasury: | +75 bps | |
| Yield to Maturity: | 5.233% | |
| Coupon: | 5.200% | |
| Interest Payment Dates: | June 1 and December 1 of each year, commencing on December 1, 2026 | |
| Day Count Convention: | 30 / 360 | |
| Make-Whole Call: | Prior to April 1, 2033 at +15 bps | |
| Par Call: | On or after April 1, 2033 | |
| Change of Control: | Puttable at 101% of principal plus accrued interest | |
| CUSIP / ISIN: | 98419M AN0 / US98419MAN02 | |
Terms Applicable to the
5.450% Senior Notes due 2036
| Aggregate Principal Amount: | $500,000,000 | |
| Maturity Date: | June 1, 2036 | |
| Public Offering Price: | 99.977% of the principal amount | |
| Benchmark Treasury: | 4.375% due May 15, 2036 | |
| Benchmark Treasury Price and Yield: | 97-25+; 4.653% | |
| Spread to Benchmark Treasury: | +80 bps | |
| Yield to Maturity: | 5.453% | |
| Coupon: | 5.450% | |
| Interest Payment Dates: | June 1 and December 1 of each year, commencing on December 1, 2026 | |
| Day Count Convention: | 30 / 360 | |
| Make-Whole Call: | Prior to March 1, 2036 at +15 bps | |
| Par Call: | On or after March 1, 2036 | |
| Change of Control: | Puttable at 101% of principal plus accrued interest | |
| CUSIP / ISIN: | 98419M AP5 / US98419MAP59 | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The issuer has filed a registration statement (including a prospectus, as supplemented) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus (as supplemented) in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BNP Paribas Securities Corp. toll-free at (800) 854-5674, Citigroup Global Markets Inc. toll-free at (800) 831-9146, ING Financial Markets LLC toll-free at (877) 446-4930, J.P. Morgan Securities LLC collect at (212) 834-4533 or Wells Fargo Securities, LLC toll-free at (800) 645-3751.
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