Xylem Inc. Closes $1.5B Senior Notes Offering to Fund Pump Business Acquisitions

Executive Summary

On September 29, 2026, Xylem Inc. (NYSE: XYL) reported under Item 8.01 the closing of a multi-tranche public offering of senior unsecured notes totaling $1.5 billion in aggregate principal amount. The net proceeds are earmarked primarily to finance the acquisition of the Cornell Pump and Roper Pump businesses.

Offering Structure & Terms

1. 2029 Notes:

   • Principal Amount: $500,000,000
   • Coupon: 5.250% per annum
   • Maturity Date: September 28, 2029
   • Interest Payment Dates: Semiannually on March 28 and September 28, commencing March 28, 2027
   • Issue Price: 99.509%

2. 2032 Notes:

   • Principal Amount: $500,000,000
   • Coupon: 5.450% per annum
   • Maturity Date: January 15, 2032
   • Interest Payment Dates: Semiannually on January 15 and July 15, commencing January 15, 2027
   • Issue Price: 99.241%

3. 2037 Notes:

   • Principal Amount: $500,000,000
   • Coupon: 5.850% per annum
   • Maturity Date: January 15, 2037
   • Interest Payment Dates: Semiannually on January 15 and July 15, commencing January 15, 2027
   • Issue Price: 99.268%

Key Terms & Covenants

• Ranking: Senior unsecured obligations ranking equally with all existing and future unsecured, unsubordinated indebtedness of Xylem Inc.
• Special Mandatory Redemption (SMR): If the acquisition of Cornell Pump and Roper Pump is not completed on or before August 10, 2027 (or an amended termination date), or if the underlying equity purchase agreement is terminated, Xylem will be obligated to redeem each series at 101% of the aggregate principal amount plus accrued and unpaid interest.
• Change of Control: Standard change-of-control repurchase protection at 101% accompanied by a ratings downgrade.
• Governing Indenture: Indenture dated March 11, 2016, with Deutsche Bank Trust Company Americas as trustee, as supplemented by the Sixth Supplemental Indenture dated September 29, 2026.