Hexcel (HXL) officer converts RSUs and withholds shares to cover taxes

Rhea-AI Filing Summary

Hexcel Corporation executive Gina Fitzsimons reported routine equity compensation activity involving restricted stock units (RSUs) and related tax withholding. On January 29, 2026, 563 RSUs converted into 563 shares of common stock at $0 exercise price, with 298 shares of common stock withheld at $84.56 to cover taxes, leaving 6,112 shares owned directly afterward.

On January 30, 2026, a further 472 RSUs converted into 472 shares at $0 exercise price, and 222 shares were withheld at $82.81 for taxes. Following these transactions, Fitzsimons directly owned 6,362 shares of Hexcel common stock. Each RSU represents a right to receive one share, and the RSUs vest and convert into shares 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

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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)
01/29/2026

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	01/29/2026		M		563	A	$0	6,410	D
Common Stock	01/29/2026		F		298(1)	D	$84.56	6,112	D
Common Stock	01/30/2026		M		472	A	$0	6,584	D
Common Stock	01/30/2026		F		222(1)	D	$82.81	6,362	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)	01/29/2026		M			563	(3)	(3)	Common Stock	563	$0	562	D
Restricted Stock Units	(2)	01/30/2026		M			472	(3)	(3)	Common Stock	472	$0	0	D

Explanation of Responses:

1. Represents shares of common stock of the issuer withheld for the payment of taxes due upon conversion of restricted stock units ("RSUs")

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

3. 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 HR & Communications Officer

	/s/ Heather M. DeGregorio, as attorney-in-fact for Gina Fitzsimons	02/02/2026
	** 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 Hexcel (HXL) executive Gina Fitzsimons report?

Gina Fitzsimons reported routine equity compensation activity where restricted stock units converted into Hexcel common stock. On January 29 and 30, 2026, RSUs vested into shares, with a portion of those shares withheld to pay taxes due upon conversion, as described in the footnotes.

How many Hexcel (HXL) shares did Gina Fitzsimons acquire and withhold for taxes?

Fitzsimons acquired 563 and 472 shares of Hexcel common stock from RSU conversions. Of these, 298 shares at $84.56 and 222 shares at $82.81 were withheld to cover tax obligations, leaving her with 6,362 shares of common stock owned directly after the reported transactions.

What does the M transaction code mean in the Hexcel (HXL) Form 4 filing?

The M code indicates the exercise or conversion of derivative securities, here restricted stock units, into Hexcel common stock. In this filing, RSUs with a zero exercise price converted into an equivalent number of common shares on January 29 and 30, 2026, per the vesting schedule.

Why were some Hexcel (HXL) shares coded F in Gina Fitzsimons’s Form 4?

Transactions coded F represent shares withheld by Hexcel to pay taxes upon RSU conversion. In this filing, 298 shares at $84.56 and 222 shares at $82.81 were withheld, rather than sold on the market, to satisfy tax obligations associated with the vesting RSUs.

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

After the January 29 and 30, 2026 transactions, Gina Fitzsimons directly owns 6,362 shares of Hexcel common stock. This figure reflects RSU conversions into shares and the withholding of a portion of those shares to cover taxes due upon the vesting events.

How do Hexcel (HXL) restricted stock units vest for Gina Fitzsimons?

Each restricted stock unit represents a conditional right to receive one Hexcel common share. According to the filing, the RSUs vest and convert into an equivalent number of common shares in equal increments on the first three anniversaries of the grant date, subject to applicable conditions.