Hexcel (HXL) insider exercises stock options and withholds shares for taxes

Rhea-AI Filing Summary

Hexcel executive Gina Fitzsimons exercised non-qualified stock options into 6,534 shares of common stock at $38.94 per share. To cover the exercise price or related tax obligations, 4,551 common shares were disposed of through a tax-withholding transaction at $91.14 per share. After these moves, she directly owned 7,712 Hexcel common shares. The non-qualified stock options vest in three equal annual installments from 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

OMB APPROVAL

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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)
03/05/2026

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	03/05/2026		M		6,534	A	$38.94	12,263	D
Common Stock	03/05/2026		F		4,551	D	$91.14	7,712	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
Non-Qualified Stock Options	$38.94	03/05/2026		M			6,534	07/30/2021(1)	07/30/2030	Common Stock	6,534	$0	0	D

Explanation of Responses:

1. 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	03/06/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Gina Fitzsimons report for HXL on this Form 4?

Gina Fitzsimons reported exercising non-qualified stock options into 6,534 Hexcel common shares and a related tax-withholding disposition of 4,551 common shares. These transactions reflect an option exercise paired with share delivery to satisfy exercise price or tax obligations.

How many Hexcel (HXL) shares did Gina Fitzsimons own after the Form 4 transactions?

After the reported transactions, Gina Fitzsimons directly owned 7,712 shares of Hexcel common stock. This figure reflects the net position following the option exercise into 6,534 shares and the tax-withholding disposition of 4,551 shares disclosed in the filing.

What type of derivative security did Gina Fitzsimons exercise in the Hexcel Form 4?

She exercised non-qualified stock options that converted into 6,534 shares of Hexcel common stock. These options vest in equal increments on the first three anniversaries of the grant date, according to the disclosure’s accompanying footnote about vesting terms.

What does the tax-withholding disposition code F mean in this Hexcel (HXL) Form 4?

Code F indicates shares were disposed of to pay the option exercise price or related tax liability. In this case, 4,551 Hexcel common shares were delivered at $91.14 per share, reflecting a non-open-market transaction tied to the option exercise event.

Did the Form 4 report open-market buying or selling of Hexcel shares by Gina Fitzsimons?

The Form 4 reports an option exercise and a tax-withholding disposition, not open-market buying or selling. Shares were acquired through exercising non-qualified options and some were delivered to cover the exercise price or tax obligations, as indicated by transaction codes M and F.

How do the non-qualified stock options for Hexcel (HXL) vest for Gina Fitzsimons?

The non-qualified stock options vest in equal increments on the first three anniversaries of the grant date. This means the award becomes exercisable over three annual tranches, gradually increasing the portion of options available for exercise each year.