Hexcel Corp SEC Filings

Hexcel Corporation entered into accelerated share repurchase agreements to buy back $350 million of common stock as part of a new 2025 Share Repurchase Program. The company will pay $350 million to the counterparties on October 24, 2025 and expects initial delivery of approximately 80% of the total shares on that date. The final number of shares will be based on the average daily volume‑weighted average price during the ASR term, less a discount and subject to adjustments.

Final settlement is scheduled to occur no later than the first quarter of 2026 and may be accelerated by each counterparty. To fund the initial settlement, Hexcel borrowed $350 million under its existing $750 million revolving credit facility. Separately, the Board approved an additional $600 million authorization for repurchases under the 2025 program. After giving effect to the ASR, remaining authorization across the Share Repurchase Programs is approximately $384 million.

Hexcel (HXL) reported Q3 2025 results with net sales of $456.2 million and diluted EPS of $0.26. Sales were flat year over year, but mix shifted: Commercial Aerospace declined 7.3% to $274.2 million, while Defense, Space & Other rose 13.3% to $182.0 million. Gross margin compressed to 21.9% from 23.3% on sales mix, tariffs, and inventory reduction actions.

Year-to-date, operating cash flow was $105.0 million. The company issued $300 million of 5.875% senior notes due 2035 and redeemed $300 million of 4.7% notes due 2025; the credit facility had $60.0 million drawn with $690.0 million undrawn as of September 30. Hexcel recognized a $3.4 million charge on divesting its Austria operations and recorded $25.3 million in restructuring charges year to date.

Capital returns accelerated: Hexcel repurchased $100.9 million of shares year to date under the 2024 plan, then approved a new $600 million authorization and launched a $350 million accelerated share repurchase on October 22, funded by a planned $350.0 million facility draw. Shares outstanding were 79,605,875 as of October 20, 2025.

Hexcel Corporation furnished an 8‑K announcing its financial results for the fiscal quarter ended September 30, 2025. The earnings press release was furnished as Exhibit 99.1 and incorporated by reference.

The company also posted a table of sales by segment and market on its website, which was filed as Exhibit 99.2, covering the quarters ended September 30, 2025 and 2024, June 30, 2025 and 2024, and the nine‑month periods ended September 30, 2025 and 2024. Items 2.02 and 7.01 are furnished, not filed, under the Exchange Act.

Hexcel Corporation announced that Executive Vice President and Chief Financial Officer Patrick Winterlich will resign, effective November 30, 2025, to pursue another professional opportunity.

The company stated that his resignation was not the result of any disagreement with Hexcel on matters related to operations, policies, or practices. The Board of Directors has initiated a search to identify his successor.

Hexcel Corporation (HXL) director David H. Li was awarded 340 restricted stock units (RSUs) on 10/03/2025. Each RSU represents a conditional right to one share and the RSUs will convert into 340 shares of common stock on the first anniversary of the grant date, subject to the stated conditions. After the grant the report shows beneficial ownership of 340 shares held directly. The Form 4 was signed on 10/07/2025 by an attorney-in-fact. The filing documents a routine equity award to align a director's incentives with shareholder interests and does not disclose cash consideration for the award.

Hexcel Corporation (HXL) reported a non‑derivative grant to director Patricia Hubbard of 340 restricted stock units (RSUs) on 10/03/2025. Each RSU represents a conditional right to one share of common stock, and the filing states the RSUs carry a $0 per‑share price at grant. Under the reporting person's deferral election, the RSUs will convert into an equivalent number of shares when the director ceases board service. The Form 4 was signed by an attorney‑in‑fact on 10/07/2025, and shows the filing is by one reporting person who is a director. This is a routine equity grant for director compensation and will result in issuance of up to 340 shares if conversion conditions are met.

Initial Form 3 filed for Hexcel Corp (HXL) by Lilian R. Brayle, who is identified as an officer holding the title President EMEA/AP & Industrial. The filing records that the reporting person does not beneficially own any non-derivative or derivative securities of the issuer at the time of the statement. The Form 3 lists the event triggering the report and is signed by an attorney-in-fact on behalf of the reporting person.

Gina Fitzsimons, Executive Vice President and Chief HR and Communications Officer of Hexcel Corporation (HXL), reported on Form 4 that she sold 911 shares of Hexcel common stock on 09/02/2025 at a price of $65.00 per share. The sale was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 12, 2024. After the reported disposition, the filing shows the reporting person beneficially owned 4,283 shares directly. The Form 4 was signed by an attorney-in-fact on behalf of Ms. Fitzsimons on 09/03/2025.

Thierry Merlot, an officer of Hexcel Corporation (HXL), reported stock option exercise and open-market transactions on 08/28/2025 under a Rule 10b5-1 plan adopted on 11/04/2024. He exercised 5,397 non-qualified stock options with a $41.71 exercise price, receiving 5,397 shares. On the same date he sold a total of 8,897 shares (3,500 shares and 5,397 shares) at $63.86 per share in two reported sale transactions. After these transactions his beneficial ownership is 56,705 shares (direct). The Form 4 indicates the options vesting schedule and confirms the trades were effected pursuant to the 10b5-1 plan.