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Xylem 8-K Report, Material Agreement (Sep 9, 2026)

Reports
Material Agreements·Financial Events·Exhibits & Filings
Filing Date
Filed September 9, 2026
Period End
September 8, 2026
Security
XYL
In the record · 2016–202610-K1110-Q338-K102

XYL filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 102 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Dec ’17Dec ’17
  2. Leadership change8-K · Aug ’20Aug ’20
  3. Deal closed8-K · May ’23May ’23
  4. Restructuring8-K · Jan ’25Jan ’25

01—Abstract

Summary

Summary of the 8-K filed September 9, 2026. Cited figures are marked; the original filing is the authoritative source.

On September 8, 2026, Xylem Inc. entered into a new Five-Year Revolving Credit Facility Agreement (the "2026 Credit Agreement"), a senior unsecured revolving credit facility of up to $1.5 billiona, available in U.S. dollars and Euros.

The facility is arranged by a syndicate led by Citibank, N.A., BNP Paribas Securities Corp., ING Bank N.V., Dublin Branch, JPMorgan Chase Bank, N.A., and Wells Fargo Securities, LLC, with Citibank as Administrative Agent. The Company may request increases of up to $500 millionb, for a maximum aggregate principal amount of $2.0 billion, with lender consent. Proceeds are to be used for working capital and other general corporate purposes.

No borrowings were outstanding under the facility as of the filing date. In connection with the new agreement, the Company terminated its Five-Year Revolving Credit Facility Agreement dated March 1, 2023 (the "2023 Credit Agreement"), which provided a $1.0 billionc senior unsecured revolver with accordion increases of up to $300 million, for a maximum of $1.3 billion. The 2026 facility therefore represents a larger commitment than the facility it replaces, with a maximum potential size of $2.0 billion versus $1.3 billion previously.

Key terms of the 2026 Credit Agreement include interest at a Term SOFR or EURIBOR rate plus an applicable margin, or a base rate at the Company's election. Pricing is set by a grid tied to the Company's credit rating, with an adjustment linked to an annual Sustainability Spread Adjustment.

The agreement requires a consolidated total debt to consolidated EBITDA ratio, measured over the last four fiscal quarters, and contains customary covenants limiting secured debt, subsidiary debt, liens, sale and lease-back transactions, mergers, and asset sales. The Company may designate subsidiaries as borrowers, subject to conditions.

02—Key points

Key Highlights

  1. Entered a new five-year senior unsecured revolving credit facility of up to $1.5 billion on September 8, 2026, available in U.S. dollars and Euros.
  2. The facility can be increased by up to $500 million at the Company's request, for a maximum aggregate principal amount of $2.0 billion, subject to lender consent.
  3. Terminated the 2023 Credit Agreement ($1.0 billion revolver, accordion to $1.3 billion) in connection with the new facility.
  4. No borrowings were outstanding under the 2026 Credit Agreement as of the filing date.
  5. Pricing uses a grid tied to the Company's credit rating, with an adjustment linked to an annual Sustainability Spread Adjustment, and includes quarterly commitment and letter of credit fees.
  6. Financial covenant requires a consolidated total debt to consolidated EBITDA ratio measured over the last four fiscal quarters, along with customary negative covenants and events of default.
  7. Proceeds are designated for working capital and other general corporate purposes; the Company may designate subsidiaries as borrowers under certain conditions.

03—Questions

Frequently Asked Questions

  1. What is the size and structure of the new credit facility?

    The 2026 Credit Agreement is a five-year, senior unsecured revolving credit facility with an aggregate principal amount of up to $1.5 billion, available in U.S. dollars and Euros. The Company may request increases of up to $500 million, for a maximum of $2.0 billion, with consent from lenders providing the increased commitments.

  2. Why did the Company terminate its prior credit agreement?

    The filing states that the 2023 Credit Agreement, a $1.0 billion revolving facility dated March 1, 2023, was terminated in connection with entering into the 2026 Credit Agreement. The new facility replaces it with a larger commitment.

  3. Does the Company currently have debt outstanding under the new facility?

    No. The filing states that no borrowings were outstanding under the 2026 Credit Agreement on the date of the filing.

  4. How is the cost of borrowing determined?

    Borrowings bear interest at the Company's election of a base rate or a Term SOFR or EURIBOR rate, plus an applicable margin. The margin is set by a pricing grid based on the Company's credit rating, with a further adjustment tied to an annual Sustainability Spread Adjustment. The Company also pays quarterly commitment fees and letter of credit fees based on its credit rating.

  5. What restrictions does the agreement place on the Company?

    The agreement requires the Company to maintain a consolidated total debt to consolidated EBITDA ratio, measured over the last four fiscal quarters. It also includes customary covenants limiting secured debt, subsidiary debt, liens, sale and lease-back transactions, mergers, consolidations, liquidations, dissolutions, and sales of assets, along with customary events of default.

04—Continue

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