Lehman Gail E 4/A

4/A · HEXCEL CORP /DE/ · Filed Feb 13, 2026

AI-generated summary of this filing

Updated Feb 13, 2026

Hexcel (HXL) EVP Gail Lehman Receives RSU Shares; Tax Withholding

What Happened

Gail E. Lehman, EVP, Chief Legal & Sustainability Officer of Hexcel (HXL), had restricted stock units (RSUs) convert into 2,001 shares on Jan 29–30, 2026 (conversion reported as derivative exercises). The RSUs converted at $0.00 per share (no purchase price). To cover tax withholding, 484 shares were withheld on Jan 29 at $84.56 each ($40,927) and 401 shares were withheld on Jan 30 at $82.81 each ($33,207), for a total tax-withheld value of $74,134. Net shares issued to Lehman after withholding: 1,116 shares.

Key Details

Transaction dates and prices:
- 2026-01-29: 1,033 RSUs converted (acquired) @ $0.00; 484 shares withheld for taxes @ $84.56 (value $40,927).
- 2026-01-30: 968 RSUs converted (acquired) @ $0.00; 401 shares withheld for taxes @ $82.81 (value $33,207).
Total converted: 2,001 RSUs → 2,001 shares; total withheld for taxes: 885 shares (≈ $74,134); net retained: 1,116 shares.
Shares beneficially owned after the transactions were adjusted in this AMENDED filing to correct an administrative error (see footnote F1); the amended Form 4 updates those amounts.
Footnotes: F2-F4 state the withheld shares were to pay taxes on RSU conversion; each RSU equals one share; RSUs vest/convert in equal increments on the first three anniversaries of the grant.
Filing status: This is an amendment correcting prior reporting; no indication here that the filing was late.

Context

This was a routine RSU vesting and net-share withholding to satisfy tax obligations (a common, administrative event), not an open-market sale or purchase signal. The conversions were effectively a grant/award becoming shares, with a portion withheld for taxes (cashless/net settlement).

Form 4/AAmended

Period: 2026-01-29

See Remarks

Transactions

Exercise/Conversion
Common Stock
2026-01-29+1,033→ 21,125 total
Tax Payment
Common Stock
[F1][F2]
2026-01-29$84.56/sh−484$40,927→ 20,641 total
Exercise/Conversion
Common Stock
2026-01-30+968→ 21,609 total
Tax Payment
Common Stock
[F2]
2026-01-30$82.81/sh−401$33,207→ 21,208 total
Exercise/Conversion
Restricted Stock Units
[F3][F4]
2026-01-29−1,033→ 1,032 total
→ Common Stock (1,033 underlying)
Exercise/Conversion
Restricted Stock Units
[F3][F4]
2026-01-30−968→ 0 total
→ Common Stock (968 underlying)

Footnotes (4)

[F1]This amendment is being filed to correct an administrative error in the amount of shares withheld for the payment of taxes upon conversion of restricted stock units. The number of shares beneficially owned following this transaction and the subsequent transactions reported on the original Form 4 were therefore also adjusted.
[F2]Represents shares of common stock of the issuer withheld for the payment of taxes due upon conversion of restricted stock units ("RSUs").
[F3]Each restricted stock unit ("RSU") represents a conditional right to receive one share of common stock of the issuer.
[F4]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.

Signature

/s/ Heather M. DeGregorio, as attorney-in-fact for Gail E. Lehman|2026-02-13

1 file