Hexcel (HXL) executive Smith gets new RSUs, options and has shares withheld for taxes

Rhea-AI Filing Summary

Hexcel Corporation executive Lyndon J. Smith reported routine equity compensation and related tax withholding transactions. On January 30, 2026, 263 shares of common stock were withheld at $82.81 per share to cover taxes from a performance-based share award, leaving 9,258 common shares owned directly.

On February 2, 2026, Smith received 1,860 restricted stock units, each representing a right to one Hexcel common share, vesting in three equal annual installments. He also received 4,473 non-qualified stock options at a $81.59 exercise price, which vest in three equal annual installments through 2036.

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^*

Smith Lyndon John

(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		263(1)	D	$82.81	9,258	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		1,860		(3)	(3)	Common Stock	1,860	$0	1,860	D
Non-Qualified Stock Options	$81.59	02/02/2026		A		4,473		(4)	02/02/2036	Common Stock	4,473	$0	4,473	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 non-qualified stock options vest in equal increments on the first three anniversaries of the grant date.

Remarks:

President, Americas & Global Fibers

	/s/ Heather M. DeGregorio, as attorney-in-fact for Lyndon J. Smith	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 HXL executive Lyndon J. Smith report on this Form 4?

Lyndon J. Smith reported tax withholding of 263 Hexcel common shares and grants of 1,860 restricted stock units plus 4,473 non-qualified stock options. These awards form part of his equity-based compensation and vest over multiple years.

How many Hexcel (HXL) shares does Lyndon J. Smith own after the reported Form 4 transactions?

After the January 30, 2026 tax withholding transaction, Lyndon J. Smith directly owns 9,258 Hexcel common shares. This figure reflects his remaining non-derivative shareholdings following the withholding of 263 shares to satisfy tax obligations on a performance-based award.

What are the terms of the 1,860 restricted stock units granted to HXL executive Lyndon J. Smith?

The grant includes 1,860 restricted stock units, each representing a conditional right to one Hexcel common share. These RSUs vest and convert into shares in three equal installments on the first, second, and third anniversaries of the February 2, 2026 grant date.

What are the key details of the 4,473 non-qualified stock options granted by Hexcel (HXL)?

Smith received 4,473 non-qualified stock options with a $81.59 exercise price. These options vest in three equal annual installments starting from the February 2, 2026 grant date and expire on February 2, 2036, if not exercised during their term.

Why were 263 Hexcel (HXL) shares withheld in Lyndon J. Smith’s Form 4 filing?

The 263 Hexcel common shares were withheld to pay taxes due on the conversion of a performance-based share award. This award had been previously reported, and the withholding satisfies required tax obligations without an open-market sale by the executive.

Does Lyndon J. Smith hold the reported Hexcel (HXL) awards directly or indirectly?

The filing shows all reported holdings and awards as directly owned. Both the 9,258 Hexcel common shares and the derivative positions—1,860 restricted stock units and 4,473 non-qualified stock options—are reported with direct ownership and no noted indirect holding structure.