Lehman Gail E 4/A

What Happened

• Gail E. Lehman, EVP and Chief Legal & Sustainability Officer of Hexcel Corp. (HXL), had 1,060 shares withheld to cover taxes upon conversion of a performance-based award (disposed at $82.81/share for ~$87,779) and received two RSU awards totaling 9,778 RSUs (2,872 and 6,906) on 2026-02-02. The RSUs are granted at $0 and are derivative awards that will convert into shares over time.

Key Details

• Transactions:
  • 2026-01-30: Tax withholding/disposition — 1,060 shares withheld at $82.81/share (total ~$87,779). (Code F)
  • 2026-02-02: Grants (RSUs) — 2,872 RSUs and 6,906 RSUs granted at $0. (Code A; derivative awards)
• Vesting/conversion: RSUs represent the right to one share each and vest/convert in equal increments on the first three anniversaries of the grant date.
• Amendment note: This is an amended Form 4 filed 2026-02-13 to correct the number of shares withheld for taxes and the resulting beneficial ownership reported earlier (original filing referenced Jan 23, 2026).
• Shares owned after transaction: The amendment adjusted beneficial ownership; the exact post-transaction share total is not specified in the provided excerpt.
• Transaction codes: F = tax withholding (routine disposition for taxes); A = award/grant (RSUs).

Context

• The 1,060-share disposition is a routine tax-withholding action tied to the conversion of a performance-based award and is not the same as an open-market sale for cash. The RSU grants are derivative compensation that do not represent immediately tradable shares; they vest over three years and will convert to common stock according to the schedule. This filing corrects an earlier administrative error and does not, by itself, indicate a change in Lehman’s trading intent or market view.