UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of ~~The~~the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): March 3, 2026

~~Date~~Hexcel ~~of Report (Date of earliest event reported):~~Corporation ~~November 17, 2025~~

~~HEXCEL~~(Exact ~~CORPORATION~~name of Registrant as Specified in Its Charter)

(Exact name of registrant as specified in its charter)

Delaware	1-8472	94-1109521
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Delaware	001-8472	94-1109521
Two Stamford Plaza
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
281 Tresser Boulevard
Stamford, Connecticut		06901-3238
(Address of Principal Executive Offices)		(Zip Code)

~~Two~~Registrant’s ~~Stamford~~Telephone ~~Plaza~~Number, ~~281~~Including ~~Tresser~~Area ~~Boulevard~~Code: (203) ~~Stamford, Connecticut 06901~~969-~~3238~~0666

(Address of principal executive offices, including zip code)

(203) 969-0666

(Registrant’s telephone number, including area code)

N/A

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since last~~Since ~~report~~Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading Symbol(s)~~	~~Name~~Trading ~~of each exchange on which registered~~Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01	~~HXL~~	~~New York Stock Exchange~~HXL		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Section~~Item 51.01. -Entry ~~Corporate~~into ~~Governance~~a ~~and~~Material ~~Management~~Definitive Agreement.

~~Item~~On ~~5.02.... Departure~~March of3, ~~Directors~~2026, orHexcel ~~Certain~~Corporation ~~Officers;~~(the ~~Election~~“Company”) ofentered ~~Directors;~~into ~~Appointment~~a ofcooperation ~~Certain~~agreement ~~Officers;~~(the ~~Compensatory Arrangements~~“Cooperation Agreement”) with Vision One Fund, LP and certain of ~~Certain~~its ~~Officers~~affiliates (the “Vision One Parties”).

~~Appointment~~Pursuant to the Cooperation Agreement, the Company agreed to (i) appoint Neal J. Keating to the Company’s Board of ~~Interim~~Directors ~~Chief~~(the ~~Financial~~“Board”) ~~Officer~~and the Audit Committee of the Board (the “Audit Committee”) promptly after executing the Cooperation Agreement, (ii) nominate Mr. Keating for election to the Board at the Company’s 2026 annual meeting of stockholders (“2026 Annual Meeting”) and ~~Principal~~(iii) ~~Financial~~not increase the size of the Board to more than (a) ten (10) directors until the 2026 ~~Officer~~ Annual Meeting and (b) nine (9) directors during the period following the 2026 Annual Meeting until the earlier to occur of (1) thirty (30) days prior to the deadline for the submission of stockholder nominations for the 2027 annual meeting of stockholders pursuant to the Company’s bylaws and (2) one hundred fifty (150) days prior to the one year anniversary of the date of the 2026 Annual Meeting (the “Expiration Date”); provided that the Board may increase its size to ten (10) directors with the consent of the Vision One Parties (which consent shall not be unreasonably withheld or delayed). The Cooperation Agreement provides that the Company and Vision One Parties will cooperate in good faith to select a mutually agreeable replacement director in the event that Mr. Keating ceases to serve as a director before the Expiration Date.

AsPursuant ~~previously~~to ~~disclosed,~~the ~~Patrick~~Cooperation ~~Winterlich~~Agreement, ~~Executive Vice President, Chief Financial Officer of Hexcel Corporation (~~the ~~“Company”)~~Vision ~~has~~One ~~resigned~~Parties ~~from~~agreed ~~his position with the Company, effective November 30, 2025,~~ to ~~pursue~~withdraw ~~another~~their ~~professional~~nominees ~~opportunity.~~for ~~On November 17, 2025,~~ the ~~Board~~2026 ofAnnual ~~Directors~~Meeting ofand ~~the~~to ~~Company~~abide ~~(the~~by ~~“Board”) appointed~~certain ~~Michael~~customary ~~C. Lenz~~standstill restrictions, tomutual ~~serve~~non-disparagement ~~as the Company’s Executive Vice President~~provisions, ~~Interim~~voting ~~Chief Financial Officer (“Interim CFO”)~~commitments, ~~effective~~ ~~upon~~including ~~the~~supporting ~~resignation~~each ofdirector ~~Mr.~~nominated ~~Winterlich.~~and ~~Mr.~~recommended ~~Lenz~~by ~~is joining~~ the ~~Company~~Board onfor ~~November 19~~election, ~~2025~~and toother ~~commence~~obligations ~~work~~until on the ~~transition. He~~Expiration will perform the functions of the Company’s principal financial officer on a temporary basis while the Company continues to search for a permanent successor to the Executive Vice President, Chief Financial Officer roleDate.

~~Prior~~The toforegoing ~~joining~~description ~~the Company, Mr. Lenz, age 62, was Executive Vice President and Chief Financial Officer~~ of ~~FedEx~~the ~~Corp.~~Cooperation ~~(“FedEx”)~~Agreement ~~from~~does ~~September~~not ~~2020~~purport through July 31, 2023, and a Senior Advisor of FedEx until his retirement on December 31, 2023. Previously, Mr. Lenz was Executive Vice President and Chief Financial Officer—Elect of FedEx from June 2020 to ~~September~~be ~~2020;~~complete ~~Corporate Vice President~~ and ~~Treasurer~~is ofqualified ~~FedEx~~in ~~from~~its ~~February~~entirety ~~2012~~by toreference ~~May 2020; Staff Vice President — Strategic Finance of FedEx from 2010~~ to ~~February~~the ~~2012;~~full ~~Vice~~text ~~President — Finance~~ of ~~FedEx Office from 2005 to 2010; and held~~the ~~various~~ Cooperation ~~positions in several finance and commercial areas including investor relations~~Agreement, ~~financial~~a ~~planning~~copy ~~and~~of ~~analysis,~~which ~~international planning,~~is ~~and~~attached ~~fleet~~hereto ~~planning~~as atExhibit ~~American Airlines, Inc~~10.1 ~~from 1994 to 2005. Since May 2025, Mr. Lenz has served on the board of directors of Republic Airways~~ and is aincorporated ~~member~~by ofreference ~~its audit committee and compensation committee~~herein.

MrItem 5.02 ~~Lenz~~Departure ~~will receive a base salary~~ of ~~$65,000~~Directors ~~per~~or ~~month~~Certain ~~for~~Officers; aElection ~~minimum~~ of ~~three~~Directors; ~~months~~Appointment ~~and a cash bonus payable upon completion~~ of ~~his~~Certain ~~employment~~Officers; ~~with~~Compensatory aArrangements ~~target amount~~ of ~~85%~~Certain ~~of base salary earned for the period of his employment~~Officers. Mr. Lenz will be eligible to participate in certain retirement and employee benefit plans available to other executive officers of the Company and is entitled to reimbursement of up to $15,000 for legal expenses incurred in connection with finalization of his employment terms with the Company.

~~There~~On ~~were~~March no3, ~~arrangements~~2026, ~~or understandings between~~ Mr. ~~Lenz~~Keating ~~and~~was ~~any~~appointed ~~other person pursuant~~ to ~~which he was selected as Interim CFO. Mr. Lenz does not have any family relationships with any director or executive officer of~~ the ~~Company,~~Board orand ~~any person nominated or chosen by~~ the ~~Company~~Audit toCommittee ~~become a director or executive officer, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a)~~ of ~~Regulation S-K promulgated under~~ the ~~Securities Act of 1933, as amended~~Board.

~~SIGNATURES~~Mr. Keating, age 70, most recently served from January 2008 to August 2020 as Chairman, President, and Chief Executive Officer of Kaman Corporation (“Kaman”), an aerospace company with a legacy of aviation innovation, and subsequently as Executive Chairman until April 2021. Prior to joining Kaman in 2007, Mr. Keating served as Chief Operating Officer of Hughes Supply, a $5.4 billion industrial distributor, and as Chief Executive Officer of GKN Aerospace, a $1 billion aerospace subsidiary of GKN plc. Mr. Keating has served on the board of Hubbell Incorporated, a leading manufacturer of electrical and utility solutions, since 2010, where he currently chairs the nominating and governance committee and serves on its compensation and executive committees. He formerly served as lead director of Triumph Group, Inc., a global aerospace supplier, from 2022 until its sale to Warburg Pincus and Berkshire Partners in July 2025, and Barnes Group Inc., from 2023 to 2025. Mr. Keating earned his Bachelor of Science degree in Electrical Engineering from the University of Illinois and an MBA from the University of Chicago.

~~Pursuant~~Except tofor the ~~requirements~~Cooperation ofAgreement ~~the~~described ~~Securities Exchange~~in ~~Act~~Item of1.01 ~~1934~~above, ~~the~~there ~~registrant~~were ~~has~~no ~~duly~~arrangements ~~caused~~or ~~this~~understandings ~~report~~pursuant to bewhich ~~signed~~Mr. onKeating ~~its~~was ~~behalf~~appointed byto the Board, ~~undersigned~~and ~~hereunto~~since ~~duly~~the ~~authorized~~beginning of the last fiscal year, there have been no related party transactions between the Company and Mr. Keating that would be reportable under Item 404(a) of Regulation S-K.

~~Hexcel~~Mr. ~~Corporation~~Keating will participate in the Company’s non-employee director compensation program as described in the Director Compensation Program attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 5, 2024, including, effective upon the date of appointment, a pro-rated annual equity grant of restricted stock units.

~~Dated:~~Item ~~November~~9.01 ~~17,~~Financial ~~2025~~Statements and Exhibits.

~~By:~~(d) ~~/s/ Gail E~~Exhibits. ~~Lehman~~

Name: Gail E. Lehman

Exhibit No.		Description

10.1		Cooperation Agreement, dated as of March 3, 2026, by and among Hexcel Corporation, Vision One Fund, LP, and the other persons party thereto.
104.1		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Title: Executive Vice President, Chief Legal and Sustainability Officer and Secretary~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto ~~2025-11-17 0000717605 false 0000717605 2025-11-17 2025-11-17~~ duly authorized.

Date:	March 4, 2026	HEXCEL CORPORATION

		By:	/s/ Gail E. Lehman
			Gail E. Lehman
			Executive Vice President, Chief Legal and Sustainability Officer and Secretary

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