Hexcel (NYSE: HXL) EVP Gail Lehman granted RSUs, options and has shares withheld for taxes

Rhea-AI Filing Summary

Hexcel Corporation executive Gail E. Lehman reported routine equity compensation and tax withholding transactions. On January 30, 2026, 1,065 shares of common stock were withheld at $82.81 per share to cover taxes from a performance-based share award, leaving her with 20,139 directly owned shares.

On February 2, 2026, she received 2,872 restricted stock units and 6,906 non-qualified stock options. The RSUs and options each vest in equal installments on the first three anniversaries of the grant date, aligning her compensation with longer-term company performance.

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^*

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)
01/30/2026

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		1,065(1)	D	$82.81	20,139	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		2,872		(3)	(3)	Common Stock	2,872	$0	2,872	D
Non-Qualified Stock Options	$81.59	02/02/2026		A		6,906		(4)	02/02/2036	Common Stock	6,906	$0	6,906	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:

EVP, Chief Legal & Sustainability Officer

	/s/ Heather M. DeGregorio, as attorney-in-fact for Gail E. Lehman	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 Gail E. Lehman report at Hexcel (HXL)?

Gail E. Lehman reported tax withholding and new equity awards. Hexcel withheld 1,065 common shares for taxes and granted her 2,872 restricted stock units and 6,906 non-qualified stock options, all reported as directly owned derivative and non-derivative positions.

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

After the reported transactions, Gail E. Lehman holds 20,139 Hexcel common shares directly. This figure reflects her beneficial ownership following the 1,065-share tax withholding related to a performance-based share award conversion.

What restricted stock units did Gail E. Lehman receive from Hexcel (HXL)?

She received 2,872 restricted stock units from Hexcel. Each RSU represents a conditional right to one common share, vesting and converting into shares in equal increments on the first three anniversaries of the February 2, 2026 grant date.

What are the terms of Gail E. Lehman’s Hexcel (HXL) stock options?

Lehman was granted 6,906 non-qualified stock options at a $81.59 exercise price. These options become exercisable in equal increments on the first three anniversaries of the February 2, 2026 grant date and expire on February 2, 2036.

Why were 1,065 Hexcel (HXL) shares withheld from Gail E. Lehman?

The 1,065 shares were withheld to pay taxes. Hexcel retained these common shares to cover taxes due upon conversion of a performance-based share award previously reported on a Form 4 filed on January 23, 2026.

What role does Gail E. Lehman hold at Hexcel (HXL)?

Gail E. Lehman serves as EVP, Chief Legal & Sustainability Officer at Hexcel. She is an officer of the company and the Form 4 reflects equity compensation and related tax withholding in connection with her executive role.