Hexcel (HXL) EVP awarded RSUs, options and has shares withheld for taxes

Rhea-AI Filing Summary

Hexcel Corporation executive Gina Fitzsimons, EVP Chief HR & Communications Officer, reported equity compensation changes and a tax-related share withholding. On January 30, 2026, 633 shares of common stock were withheld at $82.81 per share to cover taxes from a performance-based share conversion, leaving 5,729 common shares directly owned. On February 2, 2026, she received 1,561 RSUs and an additional 10,000 RSUs, each unit representing one future Hexcel share as they vest over multi‑year schedules. She also received 3,755 non‑qualified stock options with an exercise price of $81.59 per share, expiring on February 2, 2036, which vest in equal installments over three years.

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

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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^*

Fitzsimons Gina

(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)
01/30/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	01/30/2026		F		633(1)	D	$82.81	5,729	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	(2)	02/02/2026		A		1,561		(3)	(3)	Common Stock	1,561	$0	1,561	D
Restricted Stock Units	(2)	02/02/2026		A		10,000		(4)	(4)	Common Stock	10,000	$0	10,000	D
Non-Qualified Stock Options	$81.59	02/02/2026		A		3,755		(5)	02/02/2036	Common Stock	3,755	$0	3,755	D

Explanation of Responses:

1. Represents shares of common stock of the issuer withheld for the payment of taxes due upon the conversion of a performance-based share award reported on the reporting person's Form 4 filed on January 23, 2026.

2. Each restricted stock unit ("RSU") represents a conditional right to receive one share of common stock of the issuer.

3. The RSUs 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.

4. The RSUs vest and convert into an equivalent number of shares of common stock of the issuer in equal increments on the third, fourth and fifth anniversaries of the grant date.

5. The non-qualified stock options vest in equal increments on the first three anniversaries of the grant date.

Remarks:

EVP Chief HR & Communications Officer

	/s/ Heather M. DeGregorio, as attorney-in-fact for Gina Fitzsimons	02/03/2026
	** 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).
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FAQ

What insider transactions did Gina Fitzsimons report at Hexcel (HXL)?

Gina Fitzsimons reported one tax-related common stock withholding and three equity awards. Hexcel withheld 633 common shares for taxes, and she received 1,561 RSUs, 10,000 RSUs, and 3,755 non-qualified stock options under company equity compensation arrangements.

How many Hexcel (HXL) shares were withheld for Gina Fitzsimons’ taxes?

Hexcel withheld 633 shares of common stock for taxes tied to a performance-based share award conversion. After this withholding, Gina Fitzsimons directly owned 5,729 Hexcel common shares according to the Form 4 insider trading report.

What restricted stock unit (RSU) grants did Gina Fitzsimons receive from Hexcel (HXL)?

She received two RSU grants: 1,561 units and 10,000 units. Each RSU represents a conditional right to one Hexcel common share, vesting over several years in equal increments on specified future anniversaries of the grant date.

What are the terms of Gina Fitzsimons’ Hexcel (HXL) stock options?

She was granted 3,755 non-qualified stock options with an exercise price of $81.59 per share. These options vest in equal installments on the first three anniversaries of the grant date and expire on February 2, 2036, if not exercised.

How many Hexcel (HXL) common shares does Gina Fitzsimons own after these transactions?

Following the tax withholding of 633 shares, Gina Fitzsimons directly owned 5,729 Hexcel common shares. This figure reflects her non-derivative common stock holdings after the reported January 30, 2026 transaction.

What role does Gina Fitzsimons hold at Hexcel (HXL) in this Form 4 filing?

In this filing, Gina Fitzsimons is identified as an officer of Hexcel, serving as EVP Chief HR & Communications Officer. The reported equity awards and tax withholding relate to her position and participation in Hexcel’s executive compensation programs.