[Form 4] Hexcel Corporation Insider Trading Activity

Rhea-AI Filing Summary

Thierry Merlot, an officer of Hexcel Corporation (HXL), reported stock option exercise and open-market transactions on 08/28/2025 under a Rule 10b5-1 plan adopted on 11/04/2024. He exercised 5,397 non-qualified stock options with a $41.71 exercise price, receiving 5,397 shares. On the same date he sold a total of 8,897 shares (3,500 shares and 5,397 shares) at $63.86 per share in two reported sale transactions. After these transactions his beneficial ownership is 56,705 shares (direct). The Form 4 indicates the options vesting schedule and confirms the trades were effected pursuant to the 10b5-1 plan.

Positive

• Trades executed under a Rule 10b5-1 plan, indicating pre-arranged compliance with insider trading rules
• Exercise of 5,397 options at $41.71 converted into shares, demonstrating planned liquidity or tax management
• Retains 56,705 shares beneficial ownership after transactions, maintaining continued alignment with shareholders

Negative

• Total sales of 8,897 shares reduced immediate shareholdings, representing partial divestment by an officer
• Sales occurred at $63.86, which may signal realized gains relative to the $41.71 option strike (reducing future upside)

Insights

Financial Analyst

TL;DR: Officer exercised options and sold shares under a pre-established 10b5-1 plan, leaving a moderate remaining stake of 56,705 shares.

The reported exercise of 5,397 non-qualified options at a $41.71 strike converted into 5,397 shares, and simultaneous sales of 8,897 shares at $63.86 generated realized proceeds relative to the strike price. These transactions are routine for option exercises and tax/liquidity management by executives when governed by a 10b5-1 plan. The retention of 56,705 shares maintains ongoing alignment with shareholder interests, though the sales reduced immediate ownership. Impact on diluted share count or company capital structure is immaterial based on the filing alone.

Corporate Governance Expert

TL;DR: Trades were executed under a documented 10b5-1 plan, which supports compliance with insider trading rules.

The filing explicitly states the trades were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person, providing the affirmative defense to insider trading allegations. The disclosure includes vesting information for the options and shows direct beneficial ownership. From a governance standpoint, timely disclosure on Form 4 and use of a trading plan are best-practice behaviors that reduce regulatory and reputational risk. No deviations or exceptions are indicated in the filing.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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^*

Merlot Thierry

(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)
08/28/2025

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	08/28/2025		S(1)		3,500	D	$63.86	51,308	D
Common Stock	08/28/2025		M(1)		5,397	A	$41.71	56,705	D
Common Stock	08/28/2025		S(1)		5,397	D	$63.86	51,308	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	$41.71	08/28/2025		M(1)			5,397	01/26/2017(2)	01/26/2026	Common Stock	5,397	$0	0	D

Explanation of Responses:

1. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 4, 2024.

2. The non-qualified stock options vested in equal increments on the first three anniversaries of the grant date. The date shown in Table II is the first anniversary of the grant date.

Remarks:

President, Aerospace - Europe, MEA and Asia Pacific and Industrial

	/s/Heather M. DeGregorio, as attorney-in-fact for Thierry Merlot	09/02/2025
	** 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 transactions did Thierry Merlot report on Form 4 for HXL?

The Form 4 reports an exercise of 5,397 non-qualified stock options at a $41.71 strike and sales of 3,500 and 5,397 shares at $63.86 on 08/28/2025.

Were the Hexcel (HXL) trades executed under a trading plan?

Yes. The filing states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on 11/04/2024.

How many HXL shares does Thierry Merlot beneficially own after these transactions?

Following the reported transactions, the filing shows 56,705 shares beneficially owned (direct).

What was the option exercise price and exercise result reported?

The non-qualified stock options had a $41.71 exercise price, producing 5,397 shares upon exercise.

Do the Form 4 details indicate any indirect ownership or special relationships?

The filing reports direct (D) ownership for the securities and notes the reporting person is an officer (President, Aerospace - Europe, MEA and Asia Pacific and Industrial).