STOCK TITAN

Hexcel (HXL) EVP Lehman amends Form 4 for RSU vesting and tax shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Hexcel Corporation executive Gail E. Lehman, EVP and Chief Legal & Sustainability Officer, reported amended insider equity transactions involving restricted stock units. On January 29 and 30, 2026, RSUs converted into a total of 2,001 shares of common stock at an exercise price of $0, reflecting vesting of prior awards.

To cover taxes on these RSU conversions, Hexcel withheld 484 shares at $84.56 per share and 401 shares at $82.81 per share, both dispositions coded as tax withholdings. After these transactions, Lehman directly beneficially owned 21,208 shares of Hexcel common stock. The filing is an amendment to correct an earlier administrative error in the number of shares withheld for taxes and to adjust the post-transaction ownership figures accordingly.

Positive

  • None.

Negative

  • None.

Insights

Amended Form 4 reflects routine RSU vesting and corrected tax share withholding.

The disclosure shows Gail E. Lehman converting restricted stock units into Hexcel common stock on January 29–30, 2026. Code M transactions indicate RSU vesting, with 2,001 shares delivered at an exercise price of $0, which is typical for stock unit conversions.

Code F entries record 484 shares at $84.56 and 401 shares at $82.81 withheld to satisfy tax obligations, a non-discretionary form of disposition. The note clarifies this is an amendment correcting an administrative error in the earlier tax-withholding share count, updating the resulting 21,208 common shares held directly.

From an investment perspective, these are standard compensation-related events rather than open-market trades, so they do not by themselves signal a change in sentiment. The main practical takeaway is that the company has aligned the reported ownership and tax-withholding amounts with the underlying RSU vesting terms.

Insider Lehman Gail E
Role See Remarks
Type Security Shares Price Value
Exercise Restricted Stock Units 968 $0.00 --
Exercise Common Stock 968 $0.00 --
Tax Withholding Common Stock 401 $82.81 $33K
Exercise Restricted Stock Units 1,033 $0.00 --
Exercise Common Stock 1,033 $0.00 --
Tax Withholding Common Stock 484 $84.56 $41K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 21,609 shares (Direct)
Footnotes (1)
  1. This amendment is being filed to correct an administrative error in the amount of shares withheld for the payment of taxes upon conversion of restricted stock units. The number of shares beneficially owned following this transaction and the subsequent transactions reported on the original Form 4 were therefore also adjusted. Represents shares of common stock of the issuer withheld for the payment of taxes due upon conversion of restricted stock units ("RSUs"). Each restricted stock unit ("RSU") represents a conditional right to receive one share of common stock of the issuer. The RSU's vest and convert into an equivalent number of shares of common stock of the issuer in equal increments on the first three anniversaries of the grant date.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Lehman Gail E

(Last) (First) (Middle)
C/O HEXCEL CORPORATION
281 TRESSER BLVD.

(Street)
STAMFORD CT 06901

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HEXCEL CORP /DE/ [ HXL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
02/02/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/29/2026 M 1,033 A $0 21,125 D
Common Stock 01/29/2026 F(1) 484(2) D $84.56 20,641 D
Common Stock 01/30/2026 M 968 A $0 21,609 D
Common Stock 01/30/2026 F 401(2) D $82.81 21,208 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (3) 01/29/2026 M 1,033 (4) (4) Common Stock 1,033 $0 1,032 D
Restricted Stock Units (3) 01/30/2026 M 968 (4) (4) Common Stock 968 $0 0 D
Explanation of Responses:
1. This amendment is being filed to correct an administrative error in the amount of shares withheld for the payment of taxes upon conversion of restricted stock units. The number of shares beneficially owned following this transaction and the subsequent transactions reported on the original Form 4 were therefore also adjusted.
2. Represents shares of common stock of the issuer withheld for the payment of taxes due upon conversion of restricted stock units ("RSUs").
3. Each restricted stock unit ("RSU") represents a conditional right to receive one share of common stock of the issuer.
4. The RSU's vest and convert into an equivalent number of shares of common stock of the issuer in equal increments on the first three anniversaries of the grant date.
Remarks:
EVP, Chief Legal & Sustainability Officer
/s/ Heather M. DeGregorio, as attorney-in-fact for Gail E. Lehman 02/13/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Hexcel (HXL) report for Gail E. Lehman?

Hexcel reported Gail E. Lehman’s restricted stock units converting into 2,001 shares of common stock. The RSUs vested on January 29 and 30, 2026, with the shares issued at an exercise price of $0 as part of her existing equity compensation.

Why was this Hexcel (HXL) Form 4/A filing described as an amendment?

The filing is an amendment to correct an administrative error in the number of shares withheld for taxes. Updating that figure also changed the reported number of shares beneficially owned after the RSU conversions and related withholding transactions.

How many Hexcel (HXL) shares were withheld for taxes in this insider filing?

The company withheld 484 shares at $84.56 and 401 shares at $82.81 to pay taxes on RSU conversions. These tax-related withholdings are coded as F transactions and represent non-discretionary dispositions rather than open-market sales by the executive.

How many Hexcel (HXL) shares does Gail E. Lehman own after these transactions?

After the RSU conversions and tax withholdings, Gail E. Lehman directly beneficially owned 21,208 shares of Hexcel common stock. This updated figure reflects the corrected tax-withholding share amounts disclosed in the amended Form 4/A filing.

What do the RSU transactions mean for Hexcel (HXL) shareholders?

The RSU transactions reflect routine vesting of existing equity awards to an executive, not new grants or open-market trades. Shares were issued and some withheld for taxes, a standard compensation mechanism that typically does not change the broader investment thesis.

What role does Gail E. Lehman hold at Hexcel (HXL) in this insider report?

Gail E. Lehman is identified as an officer of Hexcel, serving as Executive Vice President, Chief Legal & Sustainability Officer. The insider report details her equity compensation activity through RSU conversions and related tax-withholding share dispositions.