Hexcel (NYSE: HXL) legal chief reports RSU vesting and tax-share withholding

Rhea-AI Filing Summary

Hexcel Corporation executive Gail E. Lehman, EVP, Chief Legal & Sustainability Officer, reported routine equity compensation activity. On January 29, 2026, restricted stock units (RSUs) for 1,033 shares converted into common stock at $0 exercise price, with 488 shares of common stock withheld at $84.56 to cover taxes due on the RSU conversion. On January 30, 2026, an additional 968 RSUs converted into common stock at $0, with 401 shares withheld at $82.81 for taxes.

After these transactions, Lehman directly owned 21,204 shares of Hexcel common stock. Each RSU represents a conditional right to receive one share of common stock, and the RSUs vest and convert into common 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^*

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)

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		488(1)	D	$84.56	20,637	D
Common Stock	01/30/2026		M		968	A	$0	21,605	D
Common Stock	01/30/2026		F		401(1)	D	$82.81	21,204	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			1,033	(3)	(3)	Common Stock	1,033	$0	1,032	D
Restricted Stock Units	(2)	01/30/2026		M			968	(3)	(3)	Common Stock	968	$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 Legal & Sustainability Officer

	/s/ Heather M. DeGregorio, as attorney-in-fact for Gail E. Lehman	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Gail E. Lehman report at Hexcel (HXL)?

Gail E. Lehman reported RSU conversions into Hexcel common stock on January 29 and 30, 2026. RSUs totaling 1,033 and 968 shares converted at a $0 exercise price, with portions of the resulting shares withheld to pay taxes.

How many Hexcel (HXL) shares were withheld for taxes in this Form 4?

A total of 488 shares on January 29 and 401 shares on January 30 were withheld. These withholdings covered taxes due upon conversion of restricted stock units into Hexcel common stock, according to the Form 4 footnote disclosure.

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

Following the reported RSU conversions and tax withholdings, Gail E. Lehman directly owned 21,204 shares of Hexcel common stock. This balance reflects all transactions reported for January 29 and 30, 2026, in the Form 4 filing.

What do the restricted stock units (RSUs) in this Hexcel (HXL) filing represent?

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

Were Hexcel (HXL) RSU conversions in this Form 4 open-market purchases?

No, the transactions involve RSU conversions at a $0 exercise price, not open-market purchases. Some of the resulting common shares were withheld to satisfy tax obligations associated with the vesting and conversion of the restricted stock units.

What is Gail E. Lehman’s role at Hexcel (HXL) mentioned in the Form 4?

Gail E. Lehman is identified as Hexcel’s Executive Vice President, Chief Legal & Sustainability Officer. The Form 4 reports her beneficial ownership changes resulting from RSU vesting and related tax-share withholdings in the company’s common stock.