HEXCEL CORP /DE/ (Form: 10-Q, Received: 07/29/2026 16:36:31)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2026

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 1-8472

Hexcel Corporation

(Exact name of registrant as specified in its charter)


Delaware		94-1109521
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

Two Stamford Plaza

281 Tresser Boulevard

Stamford, Connecticut 06901-3238

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (203) 969-0666

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

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock, par value $0.01

     HXL

     New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer 		Accelerated filer 
Non-accelerated filer 		Smaller reporting company ☐
		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. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class		Outstanding at July 27, 2026
COMMON STOCK		75,623,452

HEXCEL CORPORATION AND SUBSIDIARIES

INDEX


			Page
PART I.	FINANCIAL INFORMATION		3

ITEM 1.	Condensed Consolidated Financial Statements (Unaudited)		3

	•	Condensed Consolidated Balance Sheets — June 30, 2026, and December 31, 2025	3

	•	Condensed Consolidated Statements of Operations — The quarters and six months ended June 30, 2026 and 2025	4

	•	Condensed Consolidated Statements of Comprehensive Income — The quarters and six months ended June 30, 2026 and 2025	4

	•	Condensed Consolidated Statements of Cash Flows — The six months ended June 30, 2026 and 2025	5

	•	Condensed Consolidated Statements of Stockholders’ Equity — The quarters and six months ended June 30, 2026 and 2025	6

	•	Notes to Condensed Consolidated Financial Statements	7

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		18

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk		23

ITEM 4.	Controls and Procedures		23

PART II.	OTHER INFORMATION		23

ITEM 1.	Legal Proceedings		23

ITEM 1A.	Risk Factors		23

ITEM 6.	Exhibits		24

	SIGNATURE		25

PART I. FINANCIAL INFORMATION

ITEM 1. Condensed Consolidated Financial Statements

Hexcel Corporation and Subsidiaries

Condensed Consolidated Balance Sheets


	(Unaudited)
	June 30,			December 31,
(In millions)	2026			2025
Assets
Current assets:
Cash and cash equivalents	$	62.2		$	71.0
Accounts receivable, net		299.2			249.3
Inventories, net		345.2			328.8
Contract assets		41.6			35.9
Prepaid expenses and other current assets		44.0			45.7
Total current assets		792.2			730.7

Property, plant and equipment		3,324.2			3,322.4
Less accumulated depreciation		(1,743.1	)		(1,710.9	)
Net property, plant and equipment		1,581.1			1,611.5

Goodwill and other intangible assets, net		235.6			239.8
Investments in affiliated companies		5.0			5.0
Other assets		116.7			117.0
Total assets	$	2,730.6		$	2,704.0

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	144.6		$	146.6
Accrued compensation and benefits		73.3			79.0
Financial instruments		4.5			3.8
Accrued liabilities		104.0			93.3
Total current liabilities		326.4			322.7

Long-term debt		959.4			993.0
Retirement obligations		28.8			28.4
Deferred income taxes		88.7			86.7
Other non-current liabilities		29.1			22.5
Total liabilities		1,432.4			1,453.3
Stockholders' equity:
Common stock, $0.01 par value, 200.0 shares authorized, 112.7 shares and 112.1 shares issued at June 30, 2026 and December 31, 2025, respectively		1.1			1.1
Additional paid-in capital		1,002.3			994.9
Retained earnings		2,366.2			2,307.0
Accumulated other comprehensive loss		(43.8	)		(12.9	)
		3,325.8			3,290.1
Less – Treasury stock, at cost, 37.2 shares at June 30, 2026 and 36.4 shares at December 31, 2025		(2,027.6	)		(2,039.4	)
Total stockholders' equity		1,298.2			1,250.7
Total liabilities and stockholders' equity	$	2,730.6		$	2,704.0

The accompanying notes are an integral part of these condensed consolidated financial statements.


Hexcel Corporation and Subsidiaries
Condensed Consolidated Statements of Operations

	(Unaudited)						(Unaudited)
	Quarters Ended June 30,						Six Months Ended June 30,
(In millions, except per share data)	2026			2025			2026		2025
Net sales	$	529.3		$	489.9		$	1,030.8	$	946.4
Cost of sales		391.2			378.4			758.0		732.5
Gross margin		138.1			111.5			272.8		213.9
Selling, general and administrative expenses		47.2			43.0			96.6		86.3
Research and development expenses		17.3			14.3			35.1		28.1
Other operating expense		1.0			24.2			10.9		25.3
Operating income		72.6			30.0			130.2		74.2
Interest expense, net		12.0			9.1			23.8		16.9
Other (income) expense		(0.1	)		(0.9	)		0.2		(0.5	)
Income before income taxes		60.7			21.8			106.2		57.8
Income tax expense		11.4			8.3			19.7		15.4
Net income	$	49.3		$	13.5		$	86.5	$	42.4
Basic net income per common share	$	0.65		$	0.17		$	1.14	$	0.53
Diluted net income per common share	$	0.64		$	0.17		$	1.13	$	0.52
Weighted-average common shares:
Basic		75.7			80.2			75.8		80.7
Diluted		76.5			80.6			76.6		81.1


Hexcel Corporation and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income

	(Unaudited)		(Unaudited)
	Quarters Ended June 30,		Six Months Ended June 30,
(In millions)	2026	2025	2026	2025
Net income	$49.3	$13.5	$86.5	$42.4
Currency translation adjustments	(6.4)	51.1	(20.0)	75.4
Net unrealized pension and other benefit actuarial losses and prior service credits (net of tax)	—	(0.8)	(0.2)	(0.8)
Net unrealized (losses) gains on financial instruments (net of tax)	(6.9)	17.4	(10.7)	26.8
Total other comprehensive income (loss)	(13.3)	67.7	(30.9)	101.4
Comprehensive income	$36.0	$81.2	$55.6	$143.8

The accompanying notes are an integral part of these condensed consolidated financial statements.

Hexcel Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows


	(Unaudited)
	Six Months Ended June 30,
(In millions)	2026			2025
Cash flows from operating activities
Net income	$	86.5		$	42.4
Reconciliation to net cash provided by (used for) operating activities:
Depreciation and amortization		60.5			60.6
Amortization related to financing		0.8			0.1
Deferred income taxes		8.0			(2.7	)
Stock-based compensation		14.5			12.4
Restructuring expenses, net of payments		2.1			23.1
Debt extinguishment costs		0.7			0.4
Loss on divestiture of assets		—			1.1
Changes in assets and liabilities:
Increase in accounts receivable		(52.0	)		(44.2	)
(Increase) decrease in inventories		(22.0	)		7.2
Increase in prepaid expenses and other current assets		(9.3	)		(19.5	)
Increase (decrease) in accounts payable/accrued liabilities		11.1			(68.0	)
Other – net		(4.2	)		(18.1	)
Net cash provided by (used for) operating activities		96.7			(5.2	)

Cash flows from investing activities
Capital expenditures		(44.9	)		(41.4	)
Payments on divestiture of assets		—			(1.1	)
Net cash used for investing activities		(44.9	)		(42.5	)

Cash flows from financing activities
Borrowing from senior unsecured credit facility - 2028		15.0			160.0
Repayment of senior unsecured credit facility - 2028		(310.0	)		(30.0	)
Borrowing from senior unsecured credit facility - 2031		580.0			—
Repayment of senior unsecured credit facility - 2031		(315.0	)		—
Redemption of 4.7% senior notes due 2025		—			(300.0	)
Proceeds from issuance of 5.875% senior notes due 2035		—			300.0
Redemption of 3.95% senior notes due 2027		(400.0	)		—
Proceeds from issuance of 4.9% senior notes due 2031		400.0			—
Repurchases of common stock		—			(100.9	)
Issuance costs related to senior unsecured credit facilities		(2.3	)		—
Issuance costs related to senior notes		(4.6	)		(4.1	)
Repayment of finance lease obligation and other debt, net		(0.2	)		0.2
Dividends paid		(27.3	)		(27.5	)
Activity under stock plans		4.7			(1.8	)
Net cash used for financing activities		(59.7	)		(4.1	)
Effect of exchange rate changes on cash and cash equivalents		(0.9	)		3.6
Net decrease in cash and cash equivalents		(8.8	)		(48.2	)
Cash and cash equivalents at beginning of period		71.0			125.4
Cash and cash equivalents at end of period	$	62.2		$	77.2
Supplemental data:
Accrual basis additions to plant, property and equipment	$	37.2		$	31.8

The accompanying notes are an integral part of these condensed consolidated financial statements.

Hexcel Corporation and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

For the Quarters and Six Months ended June 30, 2026, and June 30, 2025


									Accumulated
			Additional						Other						Total
			Paid-In			Retained			Comprehensive			Treasury			Stockholders’
(In millions)	Par		Capital			Earnings			Loss			Stock			Equity
Balance, December 31, 2024	$	1.1	$	970.0		$	2,251.5		$	(115.0	)	$	(1,579.7	)	$	1,527.9
Net income	—		—				28.9		—			—				28.9
Dividends on common stock ($0.17 per share)	—		—				(13.8	)	—			—				(13.8	)
Repurchases of common stock	—		—			—			—				(50.4	)		(50.4	)
Change in other comprehensive loss– net of tax	—		—			—				33.7		—				33.7
Stock-based activity	—			11.0		—			—				(4.7	)		6.3
Balance, March 31, 2025	$	1.1	$	981.0		$	2,266.6		$	(81.3	)	$	(1,634.8	)	$	1,532.6
Net income	—		—				13.5		—			—				13.5
Dividends on common stock ($0.17 per share)	—		—				(13.7	)	—			—				(13.7	)
Repurchases of common stock	—		—			—			—				(50.5	)		(50.5	)
Change in other comprehensive loss– net of tax	—		—			—				67.7		—				67.7
Stock-based activity	—			4.4		—			—				(0.1	)		4.3
Balance, June 30, 2025	$	1.1	$	985.4		$	2,266.4		$	(13.6	)	$	(1,685.4	)	$	1,553.9


									Accumulated
			Additional						Other						Total
			Paid-In			Retained			Comprehensive			Treasury			Stockholders’
(In millions)	Par		Capital			Earnings			Loss			Stock			Equity
Balance, December 31, 2025	$	1.1	$	994.9		$	2,307.0		$	(12.9	)	$	(2,039.4	)	$	1,250.7
Net income	—		—				37.2		—			—				37.2
Dividends on common stock ($0.18 per share)	—		—				(13.7	)	—			—				(13.7	)
Repurchases of common stock	—			(16.4	)	—			—				16.4			-
Change in other comprehensive (loss) income– net of tax	—		—			—				(17.6	)	—				(17.6	)
Stock-based activity	—			14.0		—			—				(4.4	)		9.6
Balance, March 31, 2026	$	1.1	$	992.5		$	2,330.5		$	(30.5	)	$	(2,027.4	)	$	1,266.2
Net income	—		—				49.3		—			—				49.3
Dividends on common stock ($0.18 per share)	—		—				(13.6	)	—			—				(13.6	)
Change in other comprehensive loss– net of tax	—		—			—				(13.3	)	—				(13.3	)
Stock-based activity	—			9.8		—			—				(0.2	)		9.6
Balance, June 30, 2026	$	1.1	$	1,002.3		$	2,366.2		$	(43.8	)	$	(2,027.6	)	$	1,298.2

The accompanying notes are an integral part of these condensed consolidated financial statements.

HEXCEL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 — Significant Accounting Policies

In these notes, the terms “Hexcel,” “the Company,” “we,” “us,” or “our” mean Hexcel Corporation and subsidiary companies. The accompanying condensed consolidated financial statements are those of Hexcel Corporation. Refer to Note 1 to the consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of our significant accounting policies.

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared from the unaudited accounting records of Hexcel pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Certain information and footnote disclosures normally included in financial statements have been omitted pursuant to rules and regulations of the SEC. In the opinion of management, the condensed consolidated financial statements include all normal recurring adjustments as well as any non-recurring adjustments necessary to present fairly the statement of financial position, results of operations, cash flows and statement of stockholders’ equity for the interim periods presented. The Condensed Consolidated Balance Sheet as of December 31, 2025 was derived from the audited 2025 consolidated balance sheet. Interim results are not necessarily indicative of results expected for any other interim period or for the full year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2025 Annual Report on Form 10-K.

Commencing with the first quarter of 2026, we have renamed our Research and Technology ("R&T") function to Research and Development ("R&D").

Note 2 — Net Income Per Common Share


	Quarters Ended June 30,				Six Months Ended June 30,
(In millions, except per share data)	2026		2025		2026		2025
Basic net income per common share:
Net income	$	49.3	$	13.5	$	86.5	$	42.4
Weighted average common shares outstanding		75.7		80.2		75.8		80.7

Basic net income per common share	$	0.65	$	0.17	$	1.14	$	0.53

Diluted net income per common share:
Net income	$	49.3	$	13.5		86.5		42.4

Weighted average common shares outstanding — Basic		75.7		80.2		75.8		80.7
Plus incremental shares from assumed conversions:
Restricted stock units		0.4		0.3		0.4		0.3
Stock options		0.4		0.1		0.4		0.2
Weighted average common shares outstanding — Dilutive		76.5		80.6		76.6		81.1

Diluted net income per common share	$	0.64	$	0.17	$	1.13	$	0.52

Total common stock equivalents of 0.1 million and 1.2 million were excluded from the computation of diluted net income per share for the quarters ended June 30, 2026 and 2025, respectively, because to include would have been anti-dilutive. Total common stock equivalents of 0.1 million and 1.1 million were excluded from the computation of diluted net income per share for the six months ended June 30, 2026 and 2025, respectively, because to include would have been anti-dilutive.

Note 3 — Inventories



(In millions)	June 30, 2026		December 31, 2025
Raw materials	$	182.5	$	150.7
Work in progress		45.6		42.3
Finished goods		117.1		135.8
Total Inventory	$	345.2	$	328.8

Note 4 — Retirement and Other Postretirement Benefit Plans

We maintain qualified defined benefit retirement plans covering certain current and former European employees, as well as nonqualified defined benefit retirement plans, and retirement savings plans covering certain eligible U.S. and European employees and participate in a union sponsored multi-employer pension plan covering certain U.S. employees with union affiliations. In addition, we provide certain postretirement health care and life insurance benefits to eligible U.S. retirees.

Defined Benefit Retirement Plans

We have nonqualified defined benefit retirement plans covering certain current and former employees that are funded as benefits are incurred. Expense related to the defined benefit retirement plans for the quarters ended June 30, 2026 and 2025 was $0.3 million and $0.5 million, respectively. Expense related to the defined benefit retirement plans for the six months ended June 30, 2026 and 2025 was $0.7 million and $1.0 million, respectively.

Postretirement Health Care and Life Insurance Benefit Plans

We provide certain postretirement health care and life insurance benefits to eligible retirees. Depending upon the plan, benefits are available to eligible employees who retire after meeting certain age and service requirements and were employed by Hexcel as of February 1996. Our funding policy for the postretirement health care and life insurance benefit plans is generally to pay covered expenses as they are incurred. Net periodic benefit costs of our postretirement health care and life insurance benefit plans for the quarters and six months ended June 30, 2026 and 2025 were not material.

Note 5 –– Debt


(In millions)	June 30, 2026			December 31, 2025
Senior unsecured credit facility	$	265.0		$	295.0
3.95% senior notes --- due 2027		-			400.0
5.875% senior notes --- due 2035		300.0			300.0
4.9% senior notes --- due 2031		400.0			-
Senior notes --- original issue discount		(0.4	)		(0.2	)
Senior notes --- deferred financing costs		(7.1	)		(3.9	)
Non-current portion of finance lease and other debt		1.9			2.1
Long-term debt		959.4			993.0
Total debt	$	959.4		$	993.0

On March 31, 2026, the Company entered into a new credit agreement (the “Credit Agreement”) to refinance its senior unsecured credit facility (the “Facility”). Under the terms of the Credit Agreement the borrowing capacity remained at $750 million. The Facility matures on March 31, 2031. In connection with the refinancing, the Company incurred approximately $1.9 million in financing costs which were deferred and will be amortized over the term of the Facility. In addition, the Company recorded a charge of approximately $0.3 million in Other expense on the Condensed Consolidated Statements of Operations for closing costs related to the refinancing.

Borrowings under the Facility bear interest, at Hexcel’s option, for SOFR rate borrowings at (i) an Adjusted Term SOFR rate (subject to a 0.00% floor), where such “Adjusted Term SOFR” rate is equal to the Term SOFR rate for the applicable interest period, plus the Applicable Margin or (ii) for base rate borrowings, the greatest of (a) the prime rate, (b) the federal funds rate plus 0.50% and (c) the Adjusted Term SOFR rate (subject to a 0.00% floor) for a one-month interest period plus 1.00%, in each case plus the

Applicable Margin. The “Applicable Margin” initially was 1.125% for SOFR rate borrowings and 0.125% for base rate borrowings, and after the date on which the Agent received a compliance certificate for the fiscal quarter ended March 31, 2026, can fluctuate, determined by reference to the more favorable to Hexcel of its (x) public debt rating and (y) consolidated leverage ratio, as specified in the Credit Agreement. Up to $50 million of the Facility may be used for letters of credit. The Credit Agreement enables Hexcel, from time to time, to add term loans or to increase the revolving credit commitment in an aggregate amount not to exceed $500 million.

As of June 30, 2026, total borrowings under the Facility were $265.0 million which approximated fair value. Outstanding letters of credit reduce the amount available for borrowing under the Facility. As of June 30, 2026, there were no issued letters of credit under the Facility, resulting in undrawn availability under the Facility of $485.0 million. The weighted average interest rate for the Facility was 4.77% for the three months ended June 30, 2026. The Company was in compliance with all debt covenants as of June 30, 2026.

During the second quarter of 2026, the Company issued $400 million in aggregate principal amount of 4.9% Senior Unsecured Notes due in 2031. The interest rate on these senior notes may be increased by 0.25% each time a credit rating applicable to the notes is downgraded. The maximum rate is 6.9%. Interest on the notes will be payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026. The effective interest rate for the six months ended June 30, 2026 was 5.1%. The issuance of these senior notes resulted in the Company incurring financing fees of $3.9 million that have been deferred and will be recognized over the term of the senior notes. Based on quoted prices, the fair value of the 4.9% Senior Unsecured Notes was $398.7 million at June 30, 2026.

In conjunction with the issuance of the 4.9% Senior Unsecured Notes, the Company redeemed the $400 million in aggregate principal amount of 3.95% Senior Unsecured Notes that were due in February 2027. The redemption of these senior notes resulted in debt extinguishment costs of $0.7 million which were recorded in Other expense on the Condensed Consolidated Statements of Operations for the six months ended June 30, 2026.

During the first quarter of 2025, the Company issued $300 million in aggregate principal amount of 5.875% Senior Unsecured Notes due in 2035. The interest rate on these senior notes may be increased by 0.25% each time a credit rating applicable to the notes is downgraded. The maximum rate is 7.875%. Interest on the notes is payable semiannually in arrears on February 26 and August 26 of each year, beginning on August 26, 2025. The effective interest rate for the six months ended June 30, 2026 was 6.0% inclusive of an approximately 0.10% benefit of treasury locks. The issuance of these senior notes resulted in the Company incurring financing fees of $3.9 million that have been deferred and will be recognized over the term of the senior notes. Based on quoted prices, the fair value of the 5.875% Senior Unsecured Notes was $310.2 million at June 30, 2026.

In conjunction with the issuance of the 5.875% Senior Unsecured Notes, the Company redeemed the $300 million in aggregate principal amount of 4.7% Senior Unsecured Notes that were due in August 2025. The redemption of these senior notes resulted in debt extinguishment costs of $0.4 million which were recorded in Other expense on the Condensed Consolidated Statements of Operations for the six months ended June 30, 2025.

Note 6 — Derivative Financial Instruments

The Company entered into treasury lock agreements to protect against unfavorable movements in the benchmark treasury rate related to the issuance of our 5.875% Senior Unsecured Notes. These hedges were designated as cash flow hedges, thus any change in fair value was recorded as a component of other comprehensive income (loss). As part of the issuance of our 5.875% Senior Unsecured Notes, we net settled these derivatives for $3.6 million in cash and the deferred gains recorded in other comprehensive income (loss) will be released to interest expense over the life of the senior notes. The remaining balance of deferred gains as of June 30, 2026 was approximately $3.1 million. The effect of the settled treasury locks reduces the effective interest rate of the senior notes by approximately 0.10%.

During the second quarter of 2026, in conjunction with the redemption of the $400 million in aggregate principal amount of 3.95% Senior Unsecured Notes, the Company recognized a gain of $0.8 million which was recorded in Other (income) expense on the Condensed Consolidated Statements of Operations. This amount related to the accelerated recognition of previously deferred gains for treasury lock agreements which the Company entered into to protect against unfavorable movements in the benchmark treasury rate related to the issuance of our 3.95% Senior Unsecured Notes in 2017. The deferred gains were being amortized over the life of the 3.95% Senior Unsecured Notes and recognized as a reduction to interest expense.

Foreign Currency Forward Exchange Contracts

A number of our European subsidiaries are exposed to the impact of exchange rate volatility between the U.S. dollar and the subsidiaries’ functional currencies, being either the Euro or the British pound sterling. We have entered into contracts to exchange U.S. dollars for Euros and British pound sterling through December 2028. The aggregate notional amount of these contracts was $395.9 million and $403.4 million at June 30, 2026 and December 31, 2025, respectively. The purpose of these contracts is to hedge a portion of the forecasted transactions of our European subsidiaries under long-term sales contracts with certain customers. These contracts are expected to provide us with a more balanced matching of future cash receipts and expenditures by currency, thereby reducing our exposure to fluctuations in currency exchange rates. The effective portion of the hedges, losses of $1.5 million and $9.2 million were recorded in other comprehensive (loss) income for the quarter and six months ended June 30, 2026, respectively, and gains of $27.9 million and $39.8 million were recorded for the quarter and six months ended June 30, 2025, respectively. We recognized gains of $2.3 million and $6.1 million in gross margin during the quarters and six months ended June 30, 2026, respectively, and gains of $3.4 million and $1.8 million for the quarter and six months ended June 30, 2025, respectively.

In addition, we enter into foreign exchange forward contracts which are not designated as hedges. These are used to provide an offset to transactional gains or losses arising from the remeasurement of non-functional monetary assets and liabilities such as accounts receivable. The change in the fair value of the derivatives is recorded in the Statement of Operations. There are no credit contingency features in these derivatives. During the quarter and six months ended June 30, 2026, we recognized net foreign exchange loss of $0.1 million and gains of $0.2 million in selling, general and administrative expenses, respectively, in the Condensed Consolidated Statements of Operations. During the quarter and six months ended June 30, 2025, we recognized net foreign exchange losses of $0.2 million and $0.3 million, respectively. The net foreign exchange impact recognized from these hedges offset the translation exposure of these transactions.

The change in fair value of our foreign currency forward exchange contracts under hedge designations recorded net of tax within accumulated other comprehensive (loss) income for the quarters and six months ended June 30, 2026 and June 30, 2025 was as follows:


	Quarters Ended June 30,						Six Months Ended June 30,
(In millions)	2026			2025			2026			2025
Unrealized gains (losses) at beginning of period, net of tax	$	1.9		$	2.1		$	10.5		$	(7.9	)
(Gains) losses reclassified to net sales		(2.1	)		(2.5	)		(5.1	)		(1.4	)
Increase (decrease) in fair value		(0.6	)		20.6			(6.2	)		29.5
Unrealized (losses) gains at end of period, net of tax	$	(0.8	)	$	20.2		$	(0.8	)	$	20.2

Unrealized gains of $0.9 million recorded in accumulated other comprehensive loss, less taxes of $0.2 million, as of June 30, 2026, are expected to be reclassified into earnings over the next twelve months as the hedged sales are recorded.

Commodity Swap Agreements

We use commodity swap agreements to hedge against price fluctuations of raw materials, including propylene (the principal component of acrylonitrile). As of June 30, 2026, we had commodity swap agreements with a notional value of $18.4 million. The swaps mature monthly through May 2028. The swaps are accounted for as a cash flow hedge of our forward raw material purchases. To ensure the swaps are highly effective, all of the critical terms of the swap matched the terms of the hedged items.

The fair values of outstanding derivative financial instruments as of June 30, 2026 and December 31, 2025 were as follows:


	Prepaid and Other Current Assets				Other Assets				Current Liabilities				Non-Current Liabilities
(In millions)	June 30, 2026		December 31, 2025		June 30, 2026		December 31, 2025		June 30, 2026		December 31, 2025		June 30, 2026		December 31, 2025
Derivative Products
Foreign currency forward exchange contracts	$	3.8	$	10.7	$	0.5	$	4.0	$	2.9	$	0.2	$	2.3	$	0.3
Undesignated hedges		0.1		—		—		—		—		—		—		—
Commodity swaps		0.3		—		—		—		1.6	$	3.6		0.5	$	0.5
Total Derivative Products	$	4.2	$	10.7	$	0.5	$	4.0	$	4.5	$	3.8	$	2.8	$	0.8

Note 7 — Fair Value Measurements

The authoritative guidance for fair value measurements establishes a hierarchy for observable and unobservable inputs used to measure fair value, into three broad levels, which are described below:

•

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

•

Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data.

•

Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as consider our own and counterparty credit risk in our assessment of fair value.

We have no assets or liabilities that utilize Level 3 inputs.

For derivative assets and liabilities that utilize Level 2 inputs, we prepare estimates of future cash flows of our derivatives, which are discounted to a net present value. The estimated cash flows and the discount factors used in the valuation model are based on observable inputs and incorporate non-performance risk (the credit standing of the counterparty when the derivative is in a net asset position, and the credit standing of Hexcel when the derivative is in a net liability position). For further information on the fair value of our derivative financial instruments see Note 6, Derivative Financial Instruments. In addition, the fair value of these derivative contracts, which are subject to a master netting arrangement under certain circumstances, is presented on a gross basis in the Condensed Consolidated Balance Sheets.

Below is a summary of valuation techniques for all Level 2 financial assets and liabilities:

•

Foreign exchange derivative assets and liabilities — valued using quoted forward foreign exchange prices at the reporting date.

•

Commodity swap agreements — valued using quoted forward commodity prices at the reporting date.

Counterparties to the above contracts are highly rated financial institutions, none of which experienced any significant downgrades in the quarter ended June 30, 2026 that would reduce the receivable amount owed, if any, to the Company.

Note 8 — Revenue

Our revenue is primarily derived from the sale of inventory under long-term contracts with our customers. We have determined that individual purchase orders (“PO”), the terms and conditions of which are taken with a master agreement, create the ASC 606 contracts, which are generally short-term in nature. For those sales that are not tied to a long-term agreement, we generate a PO that is subject to our standard terms and conditions. In instances where our customers acquire our goods related to government contracts, the contracts are typically subject to terms similar, or equal to, the Federal Acquisition Regulation Part 52.249-2. This regulation contains a termination for convenience clause (“T for C”), which requires that the customer pay for the cost of both the finished and unfinished goods at the time of cancellation plus a reasonable profit.

We recognize revenue over time for those agreements that have T for C, and where the products being produced have no alternative use. As our production cycle is typically nine months or less, it is expected that goods related to the revenue recognized over time will be shipped and billed within the next twelve months. Less than half of our agreements contain provisions which would require revenue to be recognized over time. All other revenue is recognized at a point in time.

We disaggregate our revenue based on market for analytical purposes. The following table details our revenue by market for the quarters and six months ended June 30, 2026 and 2025:


	Quarters Ended June 30,				Six Months Ended June 30,
(In millions)	2026		2025		2026		2025
Consolidated Net Sales	$	529.3	$	489.9	$	1,030.8	$	946.4
Commercial Aerospace		346.6		293.1		679.3		573.2
Defense, Space & Other		182.7		196.8		351.5		373.2

Revenue recognized over time gives rise to contract assets, which represent revenue recognized but unbilled. Contract assets are included in our Condensed Consolidated Balance Sheets as a component of current assets. The activity related to contract assets for the six months ended June 30, 2026 was as follows:


(In millions)	Composite Material		Engineered Products			Total
Balance at December 31, 2025	$	11.4	$	24.5		$	35.9
Net revenue billed		1.2		3.3			4.5
Balance at March 31, 2026		12.6		27.8			40.4
Net revenue billed		2.0		(0.8	)		1.2
Balance at June 30, 2026	$	14.6	$	27.0		$	41.6

Accounts receivable, net, includes amounts billed to customers where the right to payment is unconditional.

Note 9 — Segment Information

The financial results for our operating segments are prepared using a management approach, which is consistent with the basis and manner in which we internally segregate financial information for the purpose of assisting in making internal operating decisions. We evaluate the performance of our operating segments based on operating income, and generally account for intersegment sales based on arm’s length prices. Corporate and certain other expenses are not allocated to the operating segments, except to the extent that the expense can be directly attributable to the business segment.

We have two reportable segments: Composite Materials and Engineered Products. The Composite Materials segment is comprised of our carbon fiber, specialty reinforcements, resin systems, prepregs and other fiber-reinforced matrix materials, and honeycomb core product lines and pultruded profiles. The Engineered Products segment is comprised of lightweight high strength composite structures, radio frequency/electromagnetic interference (“RF/EMI”) and microwave absorbing materials, engineered core and specialty machined honeycomb products with added functionality.

Financial information for our operating segments for the quarters and six months ended June 30, 2026 and 2025 were as follows:



	Composite		Engineered			Corporate &
(In millions)	Materials		Products			Other (a)			Total
Quarter Ended June 30, 2026
Net sales to external customers	$	421.5	$	107.8		$	—		$	529.3
Intersegment sales		27.2		1.5			(28.7	)		—
Total sales		448.7		109.3			(28.7	)		529.3
Cost of sales		331.8		87.8			(28.4	)		391.2
Gross margin		116.9		21.5			(0.3	)		138.1
Selling, general and administrative expenses		25.9		3.7			17.6			47.2
Research and development expenses		15.8		1.4			0.1			17.3
Other operating expense		1.0		—			—			1.0
Operating income (loss)		74.2		16.4			(18.0	)		72.6
Depreciation and amortization		27.0		3.1			-			30.1
Stock-based compensation		1.2		0.3			3.7			5.2
Accrual basis additions to capital expenditures		16.9		2.6			—			19.5

Quarter Ended June 30, 2025
Net sales to external customers	$	393.2	$	96.7		$	—		$	489.9
Intersegment sales		19.4		0.4			(19.8	)		—
Total sales		412.6		97.1			(19.8	)		489.9
Cost of sales		315.7		81.5			(18.8	)		378.4
Gross margin		96.9		15.6			(1.0	)		111.5
Selling, general and administrative expenses		26.3		4.0			12.7			43.0
Research and development expenses		12.3		1.0			1.0			14.3
Other operating expense		—		24.2			—			24.2
Operating income (loss)		58.3		(13.6	)		(14.7	)		30.0
Depreciation and amortization		27.5		3.3			—			30.8
Stock-based compensation		0.9		0.2			1.6			2.7
Accrual basis additions to capital expenditures		13.1		1.6			—			14.7

Six Months Ended June 30, 2026
Net sales to external customers	$	820.3	$	210.5		$	—		$	1,030.8
Intersegment sales		55.6		3.1			(58.7	)		—
Total sales		875.9		213.6			(58.7	)		1,030.8
Cost of sales		645.1		171.3			(58.4	)		758.0
Gross margin		230.8		42.3			(0.3	)		272.8
Selling, general and administrative expenses		48.2		7.8			40.6			96.6
Research and development expenses		32.0		2.9			0.2			35.1
Other operating expense		6.7		—			4.2			10.9
Operating income (loss)		143.9		31.6			(45.3	)		130.2
Depreciation and amortization		54.2		6.3			—			60.5
Stock-based compensation		4.6		1.1			8.8			14.5
Accrual basis additions to capital expenditures		32.9		4.3			—			37.2

Six Months Ended June 30, 2025
Net sales to external customers	$	758.5	$	187.9		$	—		$	946.4
Intersegment sales		39.5		0.7			(40.2	)		—
Total sales	$	798.0	$	188.6		$	(40.2	)	$	946.4
Cost of sales		609.2		161.4			(38.1	)		732.5
Gross margin		188.8		27.2			(2.1	)		213.9
Selling, general and administrative expenses		51.8		8.3			26.2			86.3
Research and development expenses		24.1		2.1			1.9			28.1
Other operating expense		—		25.3			—			25.3
Operating income (loss)		112.9		(8.5	)		(30.2	)		74.2


Depreciation and amortization	54.1	6.5	—	60.6
Stock-based compensation	3.9	1.0	7.5	12.4
Accrual basis additions to capital expenditures	28.6	3.2	—	31.8

(a)

We do not allocate corporate expenses to the operating segments.


Goodwill and Intangible Assets	Composite			Engineered
(In millions)	Materials			Products			Total
Balance at December 31, 2025	$	89.9		$	149.9		$	239.8
Amortization expense		(0.8	)		(2.0	)		(2.8	)
Currency translation adjustments		(1.4	)		—			(1.4	)
Balance at June 30, 2026	$	87.7		$	147.9		$	235.6

At June 30, 2026, the balance of goodwill and intangible assets was $190.4 million and $45.2 million, respectively.


	Composite		Engineered		Corporate &
(In millions)	Materials		Products		Other		Total
Segment assets
June 30, 2026	$	2,078.0	$	625.4	$	27.2	$	2,730.6
December 31, 2025		2,066.7		596.2		41.1		2,704.0

Note 10 — Accumulated Other Comprehensive Loss

Comprehensive loss represents net loss and other gains and losses affecting stockholders’ equity that are not reflected in the Condensed Consolidated Statements of Operations. The components of accumulated other comprehensive loss as of June 30, 2026 and December 31, 2025 were as follows:


(In millions)	Unrecognized Net Defined Benefit and Postretirement Plan Costs			Change in Fair Value of Derivatives Products (1)			Foreign Currency Translation			Total
Balance at December 31, 2025	$	(1.1	)	$	11.1		$	(22.9	)	$	(12.9	)
Other comprehensive loss before reclassifications		(0.2	)		(5.8	)		(20.0	)		(26.0	)
Amounts reclassified from accumulated other comprehensive loss		—			(4.9	)		—			(4.9	)
Other comprehensive loss		(0.2	)		(10.7	)		(20.0	)		(30.9	)
Balance at June 30, 2026	$	(1.3	)	$	0.4		$	(42.9	)	$	(43.8	)

(1)

Includes forward foreign exchange contracts, interest rate derivatives and commodity swaps.

The amount of net (gains) losses reclassified to earnings from the unrecognized net defined benefit and postretirement plan costs and derivative products components of accumulated other comprehensive loss for the quarters and six months ended June 30, 2026 and 2025 were as follows:


	Quarter Ended June 30, 2026						Quarter Ended June 30, 2025						Six Months Ended June 30, 2026						Six Months Ended June 30, 2025
(In millions)	Pre-tax loss (gain)			Net of tax loss (gain)			Pre-tax (gain) loss			Net of tax (gain) loss			Pre-tax loss (gain)			Net of tax loss (gain)			Pre-tax (gain) loss			Net of tax (gain) loss
Defined Benefit and Postretirement Plan Costs	$	—		$	—		$	0.9		$	0.7		$	—		$	—		$	0.9		$	0.7

Derivative Products
Foreign currency forward exchange contracts	$	(2.3	)	$	(2.1	)	$	(3.4	)	$	(2.5	)	$	(6.1	)	$	(5.0	)	$	(1.8	)	$	(1.4	)
Commodity swaps		(0.4	)		(0.3	)		(0.2	)		(0.2	)		0.1			0.1			(0.4	)		(0.3	)
Interest rate swaps		—			—			6.3			4.9			—			—			9.0			7.0
Total Derivative Products	$	(2.7	)	$	(2.4	)	$	2.7		$	2.2		$	(6.0	)	$	(4.9	)	$	6.8		$	5.3

Note 11 — Commitments and Contingencies

We are involved in litigation, investigations and claims arising out of the normal conduct of our business, including those relating to commercial transactions, environmental, employment and health and safety matters. While it is impossible to predict the ultimate resolution of litigation, investigations and claims asserted against us, we believe, based upon our examination of currently available information, our experience to date, and advice from legal counsel, that, after taking into account our existing insurance coverage and amounts already provided for, the currently pending legal proceedings against us will not have a material adverse impact on our consolidated results of operations, financial position or cash flows.

Environmental Matters

We have been named as a potentially responsible party (“PRP”) with respect to the below and other hazardous waste disposal sites that we do not own or possess, which are included on, or proposed to be included on, the Superfund National Priority List of the U.S. Environmental Protection Agency (“EPA”) or on equivalent lists of various state governments. Because the Federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA” or “Superfund”) allows for joint and several liability in certain circumstances, we could be responsible for all remediation costs at such sites, even if we are one of many PRPs. We believe, based on the amount and nature of the hazardous waste at issue, and the number of other financially viable PRPs at each site, that our liability in connection with such environmental matters will not be material.

Lower Passaic River Study Area

Hexcel, together with approximately 48 other PRPs that comprise the Lower Passaic Cooperating Parties Group (the “CPG”), are subject to a May 2007 Administrative Order on Consent (“AOC”) with the EPA requiring the CPG to perform a Remedial Investigation/Feasibility Study of environmental conditions of a 17-mile stretch of the Passaic River in New Jersey (the “Lower Passaic River”). We were included in the CPG based on our operations at our former manufacturing site in Lodi, New Jersey.

In March 2016, the EPA issued a Record of Decision (“ROD”) setting forth the EPA’s selected remedy for the lower eight miles of the Lower Passaic River at an expected cost ranging from $0.97 billion to $2.07 billion. In August 2017, the EPA appointed an independent third-party allocation expert to make recommendations on the relative liability of approximately 120 identified non-government PRPs for the lower eight miles of the Lower Passaic River. In December 2020, the allocator issued its non-binding report on PRP liability (including Hexcel’s) to the EPA. In October 2021, the EPA released a ROD selecting an interim remedy for the upper nine miles of the Lower Passaic River at an expected additional cost ranging from $308.7 million to $661.5 million.

In October 2016, pursuant to a settlement agreement with the EPA, Occidental Chemical Corporation (“OCC”), one of the PRPs, commenced performance of the remedial design required by the ROD for the lower eight miles of the Lower Passaic River, reserving its right of cost contribution from all other PRPs. In June 2018, OCC filed suit against approximately 120 parties, including Hexcel, in the U.S. District Court of the District of New Jersey seeking cost recovery and contribution under CERCLA related to the Lower Passaic River. In July 2019, the court granted in part and denied in part the defendants’ motion to dismiss. In August 2020, the court granted defendants’ motion for summary judgment for certain claims. Discovery for the remaining claims has been stayed indefinitely based on agreement of the parties. On February 24, 2021, Hexcel and certain other defendants filed a third-party complaint against the Passaic Valley Sewerage Commission and certain New Jersey municipalities seeking recovery of Passaic-related cleanup costs incurred by defendants, as well as contribution for any cleanup costs incurred by OCC for which the court deems the defendants

liable. In March 2023, the EPA issued a Unilateral Administrative Order (“UAO”) to OCC ordering OCC to commence remedial design work for the interim remedy for the cleanup of the upper nine miles of the Lower Passaic River. On March 24, 2023, OCC filed suit against Hexcel and approximately 38 other parties claiming cost recovery under CERCLA for future costs related to its compliance with the UAO. On January 5, 2024, the U.S. District Court stayed the foregoing claim initiated by OCC until the completion of the Passaic-related Consent Decree process.

On December 16, 2022, the EPA lodged a Consent Decree with the U.S. District Court for the District of New Jersey requesting court approval of a $150 million settlement of the EPA’s CERCLA claims against Hexcel and 83 other PRPs for costs related to alleged contamination of the upper and lower portions of the Lower Passaic River. The 84 PRPs have collectively placed $150 million in escrow, pending District Court approval of the Consent Decree. In December 2024, the District Court granted the issuance of the Consent Decree, however, this decision has been appealed. Briefing on the appeal was completed in January 2026.

Summary of Environmental Reserves

Our estimate of liability as a PRP and our remaining costs associated with our responsibility to remediate the Lower Passaic River and other sites are accrued in the Consolidated Balance Sheets. As of both June 30, 2026 and December 31, 2025, our aggregate environmental related accruals were $0.1 million. These amounts were included in non-current liabilities.

These accruals can change significantly from period to period due to such factors as additional information on the nature or extent of contamination, the methods of remediation required, changes in the apportionment of costs among responsible parties and other actions by governmental agencies or private parties, or the impact, if any, of being named in a new matter.

Product Warranty

We provide standard assurance-type warranties for our products, which cannot be purchased separately and do not meet the criteria to be considered a performance obligation. Warranty expense for the six months ended June 30, 2026, and accrued warranty cost, included in “accrued liabilities” in the Condensed Consolidated Balance Sheets at June 30, 2026 and December 31, 2025, were as follows:


	Product
(In millions)	Warranties
Balance as of December 31, 2025	$	3.0
Warranty expense		1.1
Deductions and other		(1.1	)
Balance as of March 31, 2026	$	3.0
Warranty expense		0.8
Deductions and other		(0.4	)
Balance as of June 30, 2026	$	3.4

Note 12 — Restructuring

We recognized restructuring charges of $1.0 million and $6.5 million, respectively, for both the quarter and six months ended June 30, 2026, related to the shutdown of industrial-oriented manufacturing at the Leicester, UK facility. These amounts were included in Other operating expense. Anticipated future cash payments as of June 30, 2026 were $5.2 million.


			Activity for the Quarter Ended June 30, 2026
	March 31,		Restructuring					Cash						June 30,
(In Millions)	2026		Charge		FX Impact			Paid			Non-Cash			2026
Employee termination	$	2.8	$	0.1	$	—		$	(2.5	)	$	—		$	0.4
Impairment and other		4.1		0.9		0.1			—			(0.2	)		4.8
Total	$	6.9	$	1.0	$	0.1		$	(2.5	)	$	(0.2	)	$	5.2


			Activity for the Six Months Ended June 30, 2026
	December 31,		Restructuring					Cash						June 30,
(In Millions)	2025		Charge		FX Impact			Paid			Non-Cash			2026
Employee termination	$	2.5	$	2.4	$	(0.1	)	$	(4.4	)	$	—		$	0.4
Impairment and other		3.0		4.1		—			—			(2.3	)		4.8
Total	$	5.5	$	6.5	$	(0.1	)	$	(4.4	)	$	(2.3	)	$	5.2

Note 13 — Capital Stock

On February 19, 2024, the Board approved a $300 million share repurchase plan (the “2024 Share Repurchase Plan”). As of December 31, 2025, the 2024 Share Repurchase Plan was fully utilized. The repurchases of the Company’s common stock under the 2024 Share Repurchase Plan were made in open market transactions, block transactions, privately negotiated purchase transactions or other purchase techniques at the discretion of management based upon consideration of market, business, legal, accounting, and other factors.

On October 22, 2025, the Board approved an additional $600 million share repurchase plan (the "2025 Share Repurchase Plan"), and, as part of the 2025 Share Repurchase Plan, the Company entered into accelerated share repurchase agreements (the "ASR") to purchase an aggregate of $350 million of the Company's common stock. On October 24, 2025, the Company paid Bank of America, N.A. (“Bank of America”) and Goldman Sachs & Co. LLC (together with Bank of America, the “Counterparties”) an aggregate amount of $350 million and received an initial delivery of approximately 3.95 million shares of the Company's common stock, representing 80% of the shares expected to be repurchased under the ASR agreement, at a price of $70.95 per share, which was the closing price of our common stock on October 24, 2025.

The final settlement under the ASR program with Bank of America occurred on February 27, 2026 and with Goldman Sachs & Co. LLC on March 3, 2026, at which time we received additional shares of approximately 0.57 million. In total, we received 4.52 million shares under the ASR agreement. The total shares received were calculated based on a price per share of $77.38 per share which was based on the average of the daily volume-weighted average prices of the Company’s common stock during the term of the ASR Agreements, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreements.

During the second quarter of 2026, there were no repurchases of Company shares. As of June 30, 2026, the Company had approximately $380.6 million available for additional repurchases under the 2025 Share Repurchase Plan.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Business Overview

We are a global leader in advanced lightweight composites technology. We propel the future of flight and transportation through excellence in advanced material lightweighting solutions that create a better world for us all. Our broad and unrivaled product range includes carbon fiber, specialty reinforcements, prepregs and other fiber-reinforced matrix materials, honeycomb, resins, engineered core and composite structures for use in commercial aerospace, defense and space, and industrial applications.

We serve international markets through manufacturing facilities, sales offices and representatives located in the Americas, Europe, Asia Pacific, India, and Africa.

We are a manufacturer of products within a single industry: Advanced Composites. We have two reportable segments: Composite Materials and Engineered Products. The Composite Materials segment is comprised of our carbon fiber, specialty reinforcements, resin systems, prepregs and other fiber-reinforced matrix materials, and honeycomb core product lines and pultruded profiles. The Engineered Products segment is comprised of lightweight high strength composite structures, radio frequency/electromagnetic interference (“RF/EMI”) and microwave absorbing materials, engineered core and specialty machined honeycomb products with added functionality.

Recent growth in aircraft build rates has favorably impacted our business. We have, however, in the last several years been impacted by delays in aircraft production rates, related to, among other factors, global logistics, supply chain destocking and other supply chain constraints. Hexcel has also been negatively impacted by macroeconomic and geopolitical conditions, including inflationary pressures, tariffs, and global conflicts. While these challenges have had and may continue to have further negative impacts on our operations and financial results, we see indicators for a long-term positive outlook in commercial aircraft production and strong demand in the defense and space market as global defense budgets continue to increase as a result of an uncertain geopolitical environment and the development of new platforms. As a result of the Middle East conflict, we are actively monitoring the markets and are taking actions to mitigate near-term impact to our cost base. Currently, we have limited direct exposure, but a prolonged conflict is likely to precipitate cost and logistic pressures as well as inventory challenges.

Financial Overview

Results of Operations


	Quarters Ended June 30,									Six Months Ended June 30,
(In millions, except per share data)	2026			2025			% Change			2026			2025			% Change
Net sales	$	529.3		$	489.9			8.0	%	$	1,030.8		$	946.4			8.9	%
Operating income	$	72.6		$	30.0			142.0	%	$	130.2		$	74.2			75.5	%
As a percentage of net sales		13.7	%		6.1	%					12.6	%		7.8	%
Net income	$	49.3		$	13.5			265.2	%	$	86.5		$	42.4			104.0	%
Diluted net income per common share	$	0.64		$	0.17			276.5	%	$	1.13		$	0.52			117.3	%

Net Sales

The following table summarizes net sales to third-party customers by segment and end market for the quarters and six months ended June 30, 2026 and 2025:


	Quarters Ended June 30,							Six Months Ended June 30,
(In millions)	2026		2025		% Change			2026		2025		% Change
Consolidated Net Sales	$	529.3	$	489.9		8.0	%	$	1,030.8	$	946.4		8.9	%
Commercial Aerospace		346.6		293.1		18.3	%		679.3		573.2		18.5	%
Defense, Space & Other		182.7		196.8		(7.2	)%		351.5		373.2		(5.8	)%

Composite Materials	$	421.5	$	393.2		7.2	%	$	820.3	$	758.5		8.1	%
Commercial Aerospace		289.2		249.9		15.7	%		570.4		491.7		16.0	%
Defense, Space & Other		132.3		143.3		(7.7	)%		249.9		266.8		(6.3	)%

Engineered Products	$	107.8	$	96.7		11.5	%	$	210.5	$	187.9		12.0	%
Commercial Aerospace		57.4		43.2		32.8	%		108.9		81.5		33.6	%
Defense, Space & Other		50.4		53.5		(5.8	)%		101.6		106.4		(4.5	)%

Sales by Segment

Composite Materials: Net sales of $421.5 million in the second quarter of 2026 increased by $28.3 million or 7.2% from the prior year quarter. Commercial Aerospace sales increased $39.3 million or 15.7% in the second quarter of 2026 as compared to the prior year quarter driven by higher sales to Boeing and Airbus. Defense, Space & Other net sales in the second quarter of 2026 decreased $11.0 million or 7.7% primarily driven by the September 30, 2025 divestment of the Austrian-based industrial business. Net sales for the segment in the first half of 2026 of $820.3 million increased 8.1% compared to the same period last year.

Engineered Products: For the second quarter of 2026, net sales of $107.8 million increased $11.1 million or 11.5% as compared to the prior year quarter driven by higher Commercial Aerospace sales. Net sales of $210.5 million for the first six months of 2026 increased 12.0% compared to the same period last year.

Sales by Market

For the second quarter of 2026, Commercial Aerospace sales of $346.6 million increased by 18.3% as compared to the second quarter of 2025. Sales growth was driven by the Airbus A350 and Boeing 787 widebodies. Narrowbody sales, which include Boeing's 737 MAX and Airbus' A320neo and A220, also increased year over year. Other Commercial Aerospace sales for the second quarter of 2026 increased compared to the prior year quarter due to growth in regional jets. Sales of $679.3 million increased 18.5% for the first six months of 2026 compared to the first six months of 2025 due to growth in all four major platforms which included the Airbus A350 and A320neo and the Boeing 787 and 737 MAX. Other Commercial Aerospace sales increased 9.2% for the first six months of 2026 compared to the same period in 2025 with sales increasing for both regional and business jets.

Defense, Space & Other sales of $182.7 million decreased 7.2% in the second quarter of 2026 as compared to the second quarter of 2025. Sales of $351.5 million decreased 5.8% for the first six months of 2026 as compared to the first six months of 2025. Both the quarter and six months ended June 30, 2026 decreased over the respective prior year periods which reflected the September 30, 2025 divestment of the Austrian-based industrial business.

Gross Margin


	Quarters Ended June 30,									Six Months Ended June 30,
(In millions)	2026			2025			% Change			2026			2025			% Change
Gross margin	$	138.1		$	111.5			23.9	%	$	272.8		$	213.9			27.5	%
Percentage of sales		26.1	%		22.8	%					26.5	%		22.6	%

Gross margin for the second quarter of 2026 was 26.1% compared to 22.8% in the second quarter of 2025 and was 26.5% and 22.6% for the first six months of 2026 and 2025, respectively. The higher margins for both the second quarter and six months of 2026 compared to the prior year periods benefited from higher sales leverage.

Operating Expenses


	Quarters Ended June 30,									Six Months Ended June 30,
(In millions)	2026			2025			% Change			2026			2025			% Change
SG&A expense	$	47.2		$	43.0			9.8	%	$	96.6		$	86.3			11.9	%
Percentage of sales		8.9	%		8.8	%					9.4	%		9.1	%

R&D expense	$	17.3		$	14.3			21.0	%	$	35.1		$	28.1			24.9	%
Percentage of sales		3.3	%		2.9	%					3.4	%		3.0	%

Other operating expense	$	1.0		$	24.2			(95.9	)%	$	10.9		$	25.3			(56.9	)%

Selling, general and administrative expenses were higher for both the second quarter and six months ended June 30, 2026 as compared to the prior year periods primarily due to higher employee-related costs. Research and development expenses for the second quarter and first six months of 2026 increased compared to the same periods of 2025 primarily due to higher employee-related expenses and material and supplies costs.

Other operating expense for the second quarter of 2026 reflected restructuring charges related to the shutdown of industrial-related manufacturing at the Leicester, UK facility. For the six months ended June 30,2026, other operating expense included restructuring charges related to the Leicester, UK facility and non-recurring professional fees. Other operating expense for the second quarter and first six months of 2025 included restructuring charges related to the closure of the Welkenraedt, Belgium facility. The six months ended June 30, 2025 also included a loss for the divestiture of the Hartford, Connecticut business.

Operating Income


	Quarters Ended June 30,									Six Months Ended June 30,
(In millions)	2026			2025			% Change			2026			2025			% Change
Consolidated operating income	$	72.6		$	30.0			142.0	%	$	130.2		$	74.2			75.5	%
Operating margin		13.7	%		6.1	%					12.6	%		7.8	%
Composite Materials	$	74.2		$	58.3			27.3	%	$	143.9		$	112.9			27.5	%
Operating margin		16.5	%		14.1	%					16.4	%		14.1	%
Engineered Products	$	16.4		$	(13.6	)		(220.6	)%	$	31.6		$	(8.5	)		(471.8	)%
Operating margin		15.0	%		(14.0	)%					14.8	%		(4.5	)%
Corporate & Other	$	(18.0	)	$	(14.7	)	N/M			$	(45.3	)	$	(30.2	)	N/M

Operating income for the second quarters of 2026 and 2025 was $72.6 million and $30.0 million, respectively. Operating income for the first six months of 2026 was $130.2 million compared to $74.2 million for the same period last year. Overall, operating income for both the second quarter and six months of 2026 was favorably impacted by the higher sales and gross margins.

Interest Expense, Net


	Quarters Ended June 30,							Six Months Ended June 30,
(In millions)	2026		2025		% Change			2026		2025		% Change
Interest expense, net	$	12.0	$	9.1		31.9	%	$	23.8	$	16.9		40.8	%

Interest expense for both the quarter and six months ended June 30, 2026 was higher compared to the prior year periods due to higher average borrowings for the first six months of 2026.

Provision for Income Taxes


	Quarters Ended June 30,						Six Months Ended June 30,
(In millions)	2026			2025			2026			2025
Income tax expense	$	11.4		$	8.3		$	19.7		$	15.4
Effective tax rate		18.7	%		38.3	%		18.5	%		26.6	%

Tax expense for the quarter and six months ended June 30, 2026 was $11.4 million and $19.7 million, respectively, as compared to $8.3 million and $15.4 million for the comparative periods in 2025, respectively. The quarter and six months ended June 30, 2025 included a tax charge of approximately $3.4 million for a valuation allowance related to the closure of our Welkenraedt, Belgium

facility.

Financial Condition

Liquidity: Cash on hand at June 30, 2026 was $62.2 million as compared to $71.0 million at December 31, 2025. As of June 30, 2026, total debt was $959.4 million as compared to $993.0 million at December 31, 2025

On March 31, 2026, the Company entered into a new credit agreement (the “Credit Agreement”) to refinance its senior unsecured credit facility (the “Facility”). Under the terms of the Credit Agreement the borrowing capacity remained at $750 million. For further discussion, see Note 5, Debt, to the accompanying condensed consolidated financial statements.

Under the Facility, total borrowings at June 30, 2026 were $265.0 million, which approximated fair value. The Credit Agreement permits us to issue letters of credit up to an aggregate amount of $50.0 million. As of June 30, 2026, there were no issued letters of credit under the Facility, resulting in undrawn availability under the Facility of $485.0 million. The weighted average interest rate for the Facility was 4.77% for the three months ended June 30, 2026.

Short-term liquidity requirements consist primarily of normal recurring operating expenses and working capital needs, capital expenditures, dividend payments, debt obligations and debt service requirements. We expect to meet our short-term liquidity requirements through net cash from operating activities, cash on hand and the Facility. We do not have any significant required debt repayments until March 2031 when the Facility matures. For further information regarding debt, including the Facility, see Note 5, Debt, to the accompanying condensed consolidated financial statements of this Form 10-Q.

There were no repurchases of shares during the second quarter of 2026. The remaining authorization under the 2025 Share Repurchase Plan at June 30, 2026 was $380.6 million. On July 29, 2026, our Board of Directors declared a quarterly dividend of $0.18 per share payable to stockholders of record as of August 10, 2026, with a payment date of August 17, 2026.

Operating Activities: Net cash provided by operating activities for the first six months of 2026 was $96.7 million compared to cash use of $5.2 million for the same period last year. The improvement compared to the prior year period was due to the higher net income and lower working capital cash use during the first six months of 2026. Working capital was a $72.2 million use of cash for the first six months of 2026 as compared to a use of $124.5 million for the same period in 2025. The 2026 decrease in use of working capital as compared to 2025 was driven by higher payables and accruals, partially offset by higher accounts receivable and inventory balances.

Investing Activities: Net cash used for investing activities was $44.9 million and $42.5 million in the first six months of 2026 and 2025, respectively. Capital expenditures for the first six months of 2026 were $44.9 million as compared to $41.4 million for the same period last year. Payments related to the divestiture of the Hartford facility were $1.1 million in the first six months of 2025.

Financing Activities: Net cash used for financing activities was $59.7 million for first six months of 2026 compared to net cash used of $4.1 million in the same period in 2025. Borrowings under the Facilities during the first six months of 2026 were $595.0 million compared to $160.0 million in the prior year period. Repayments during the first six months of 2026 were $625 million compared to $30.0 million in the prior year period. During the six months ended June 30, 2025, repurchases of common stock totaled $100.9 million.

Financial Obligations and Commitments: The next significant scheduled debt maturity will not occur until 2031, when both the Facility and the 4.9% Senior Unsecured Notes mature. Certain sales and administrative offices, data processing equipment, vehicles and manufacturing equipment, and facilities are leased under operating leases.

Critical Accounting Estimates

Our Condensed Consolidated Financial Statements are prepared in accordance with U.S. GAAP. In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect reported amounts of assets, liabilities, revenues, expenses and related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors management believes to be relevant at the time our Condensed Consolidated Financial Statements are prepared. On a regular basis, management reviews accounting policies, assumptions, estimates and judgments to ensure our financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results may differ from our assumptions and estimates, and such differences could be material.

We describe our significant accounting policies and critical accounting estimates in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to future prospects, developments and business strategies. These forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “seek,” “target,” “would,” “will” and similar terms and phrases, including references to assumptions. Such statements are based on current expectations, are inherently uncertain and are subject to changing assumptions.

Such forward-looking statements include, but are not limited to: (a) the estimates and expectations based on aircraft production rates provided by Airbus, Boeing and others and the revenues we may generate from an aircraft model or program; (b) expectations with regard to the impact of regulatory activity related to the Boeing 737 MAX on our revenues; (c) expectations with regard to raw material cost and availability, including any impact associated with quotas, duties, tariffs, taxes or other similar restrictions upon the import or export of materials or the Middle East conflict; (d) expectations of composite content on new commercial aircraft programs and our share of those requirements; (e) expectations regarding revenues from defense and space applications, including whether certain programs might be curtailed or discontinued, and government funding opportunities; (f) expectations regarding sales for industrial applications; (g) expectations regarding cash generation, working capital trends, and inventory levels; (h) expectations as to the level of research and development investment, capital expenditures, capacity, including the timing of completion of capacity expansions, and qualification of new products; (i) expectations regarding our ability to improve or maintain margins; (j) expectations regarding our ability to attract, motivate, and retain the workforce necessary to execute our business strategy; (k) projections regarding our tax rate or restructuring or alignment activities; (l) expectations with regard to the continued impact of macroeconomic factors or geopolitical issues or conflicts, including the Middle East conflict; (m) expectations regarding our strategic initiatives, including our sustainability goals and restructuring or alignment activities; (n) expectations with regard to the effectiveness of cybersecurity measures; (o) expectations regarding the outcome of legal matters or the impact of changes in laws or regulations; (p) expectations relating to our share repurchase program and dividends; and (q) our expectations of financial results for 2026 and beyond.

Such forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond our control, that may cause actual results to be materially different. Such factors include, but are not limited to, the following: the extent of the impact of macroeconomic factors or geopolitical issues or conflicts, including U.S. trade policy and retaliatory actions taken in response and the Middle East conflict; reductions in sales to any significant customers, particularly Airbus or Boeing, including related to regulatory activity or public scrutiny impacting the Boeing 737 MAX; our ability to effectively adjust production and inventory levels to align with customer demand; our ability to effectively motivate, retain and hire the necessary workforce; the availability and cost of raw materials, including the impact of supply disruptions, inflation, tariffs and the Middle East conflict; our ability to successfully implement or realize our strategic initiatives, including our sustainability goals and any restructuring or alignment activities in which we may engage; changes in sales mix; changes in current pricing due to cost levels; changes in aerospace build or delivery rates; any impact from a prolonged shutdown of the U.S. federal government; changes in government defense procurement or investment budgets; timely new product development or introduction; our ability to install, staff and qualify necessary capacity or complete capacity expansions to meet customer demand; our ability to execute future share repurchases or dividends and the source of funds used for such repurchases or dividends; cybersecurity-related risks, including the potential impact of breaches or intrusions; currency exchange rate fluctuations; uncertainty related to governmental actions and changes in political, social and economic conditions, including the effect of change in global trade policies, tariff rates, economic sanctions and embargoes; work stoppages or other labor disruptions; our ability to successfully complete any strategic acquisitions, investments or dispositions; compliance with environmental, health, safety and other related laws and regulations, including those related to climate change; the effects of natural disasters or other severe weather events, which may be worsened by the impact of climate change, and other severe catastrophic events, including any public health crisis; and the unexpected outcome of legal matters or impact of changes in laws or regulations.

Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements. As a result, the foregoing factors should not be construed as exhaustive and should be read together with other cautionary statements included in this and other reports we file with the SEC. For additional information regarding certain factors that may cause our actual results to differ from those expected or anticipated, see the information under the caption “Risk Factors,” which is located in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. We caution you not to place undue reliance upon these forward-looking statements, which speak only as of the date they are made. We do

not undertake any obligation to update our forward-looking statements or risk factors to reflect future events or circumstances, except as otherwise required by law.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in our market risk from the information provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures as of June 30, 2026, and with the participation of the Company's management have concluded that these disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

Our Chief Executive Officer and Chief Financial Officer have concluded that there have not been any changes in our internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

The information required by Item 1 is contained within Note 11 on pages 15 through 16 of this Form 10-Q and is incorporated herein by reference.

ITEM 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition or future results. There have been no material changes in the Company's risk factors from the aforementioned Form 10-K.

ITEMS 2, 3, 4 and 5 are not applicable, and therefore have been omitted.

ITEM 6. Exhibits

EXHIBIT INDEX


Exhibit No.		Description
1.1		Underwriting Agreement, dated April 27, 2026, by and among the Company and BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters listed on Schedule A thereto (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K dated April 30, 2026).
4.1		Indenture, dated as of August 3, 2015, between Hexcel Corporation and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 3, 2015).
4.2		Supplemental Indenture, dated as of April 30, 2026, between Hexcel Corporation and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated April 30, 2026).
4.3		Form of 4.900% Note due 2031 (incorporated by reference to Exhibit A of 4.2 to the Company’s Current Report on Form 8-K dated April 30, 2026).
10.1*		Form of Officer Severance Agreement entered into between Hexcel Corporation and James Coogan, dated May 1, 2026 (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023).
10.2*		Hexcel Corporation Director Compensation Program, effective May 7, 2026.
10.3*		Hexcel Corporation Long-Term Incentive Plan (conformed to incorporate Amendment No. 1 and effective May 14, 2026) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 15, 2026).
10.4*		Form of Restricted Stock Unit Agreement for Non-Employee Directors (2026 Annual Grant) (Long-Term Incentive Plan) (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8 (File No. 333-295990) dated May 18, 2026).
10.5*		Form of Restricted Stock Unit Agreement for Non-Employee Directors (2026 Deferred Annual Grant) (Long-Term Incentive Plan) (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-8 (File No. 333-295990) dated May 18, 2026).
10.6*		Form of Restricted Stock Unit Agreement for Non-Employee Directors (2026 Retainer Grant) (Long-Term Incentive Plan) (incorporated by reference to Exhibit 99.4 to the Company’s Registration Statement on Form S-8 (File No. 333-295990) dated May 18, 2026).
10.7*		Form of Restricted Stock Unit Agreement for Non-Employee Directors (2026 Deferred Retainer Grant) (Long-Term Incentive Plan) (incorporated by reference to Exhibit 99.5 to the Company’s Registration Statement on Form S-8 (file No. 333-295990) dated May 18, 2026).
31.1		Certification of Chief Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
101		The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Stockholders’ Equity, and (vi) Notes to Condensed Consolidated Financial Statements.
104		Cover Page Interactive Data File: the cover page XBRL tags are embedded within the Inline XBRL document and are contained within Exhibit 101.

* Indicates management contract or compensatory plan or arrangement

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 thereunto duly authorized.


		Hexcel Corporation

July 29, 2026		/s/ Amy S. Evans
(Date)		Amy S. Evans
		Senior Vice President,
		Chief Accounting Officer

Exhibit 10.2

Hexcel Corporation

Director Compensation Program

Effective May 7, 2026

Each member of the Board of Directors (the “Board”) of Hexcel Corporation (the “Company”) who is not an employee of the Company (each a “Non-employee Director”) shall receive compensation for such person’s services as a member of the Board as outlined in this Director Compensation Program.

Annual Retainer Compensation

Annual Retainer Fees

•

Annual retainer fee in the amount of $95,000 payable quarterly during the calendar year. If a director serves for less than a full calendar year, the retainer fee will be pro-rated by days for the portion of the calendar year the director is a member of the Board.

•

Each director will have the option to elect to receive the annual retainer fee in the form of Restricted Stock Units (RSUs) payable quarterly during the calendar year.

•

Each director will have the option to elect to defer conversion of the RSUs until such time as the director leaves the Board. Any such election must be made by December 31 of the year prior to the year in which the retainer is paid. This will defer conversion, but not vesting.

•

The RSUs will be issued under a Restricted Stock Unit Agreement in a form approved by the Compensation Committee from time to time. The appropriate officers of the Company have the authority to make changes to the form of Restricted Stock Unit Agreement to preserve the tax deferred nature of any deferral election by a director in accordance with the requirements of Section 409A of the Internal Revenue Code.

•

Additional annual retainer fees for the lead director, committee members and committee chairs as follows:


Lead Director	$30,000
Audit Committee Chair1	$12,500
Audit Committee member	$10,000
Compensation Committee Chair1	$7,500
Compensation Committee member	$7,500
Nominating, Governance and Sustainability Committee Chair1	$7,500
Nominating, Governance and Sustainability Committee member	$7,500

1 Note: a member of a committee receives the “Chair” fee in addition to the member fee.

Meeting Fees

•

There are no additional fees paid for attendance at regularly scheduled meetings.

•

If a special Board committee is formed for a specific purpose (for example, a pricing committee for a securities offering), then each member shall be paid $1,000 for attendance at each meeting.

•

If the Board or any standing committee meets an excessive number of times beyond regularly scheduled meetings during the annual retainer period, the Lead Director can recommend for consideration and approval by the Compensation Committee the payment of additional meeting fees to the members of the Board or such committee.

Equity Compensation

Upon (1) initial election to the Board at an Annual Meeting of Stockholders, and (2) re-election to the Board at an Annual Meeting of Stockholders, each Non-employee Director shall automatically be granted on the date of such Annual Meeting, and without further action of the Board, RSUs on the following basis:

•

The aggregate value of each grant shall be set at $160,000 (the “Award Value”) but shall be reviewed and is subject to change by the Compensation Committee from time to time based on the advice of its independent compensation consultant and other factors it deems relevant.

•

The Award Value shall be converted to a number of shares using the closing price of a share of common stock on the date of grant.

•

The RSUs shall vest on the earlier of (i) the first anniversary of the grant date, or (ii) the date immediately prior to the next Annual Meeting of Stockholders following the grant date, and will convert into an equal number of shares of common stock on the vesting date.

•

Each director will have the option to elect to defer conversion of the RSUs until such time as the director leaves the Board. With respect to grants upon initial election to the Board, such election must be made prior to the date of grant. With respect to grants upon re-election to the Board, such election must be made by December 31 of the year prior to the year in which the grant is awarded. This will defer conversion, but not vesting.

•

Notwithstanding the foregoing, if a Non-employee Director is initially elected or appointed to the Board other than at an Annual Meeting of Stockholders, then the grant of RSUs for his or her initial term shall be effective on the date of such election or appointment and the Award Value shall be pro-rated for the partial service period using a method determined by the Company from time-to-time.

* * * * *

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Thomas C. Gentile III, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hexcel Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


July 29, 2026		/s/ Thomas C. Gentile III
(Date)		Thomas C. Gentile III
		Chairman of the Board of Directors
		Chief Executive Officer and President

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, James G. Coogan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hexcel Corporation;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


July 29, 2026		/s/ James G. Coogan
(Date)		James G. Coogan
		Executive Vice President and
		Chief Financial Officer

Exhibit 32

CERTIFICATIONS OF

CHIEF EXECUTIVE OFFICER

AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hexcel Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas C. Gentile III, Chief Executive Officer and President of the Company, and James G. Coogan, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


July 29, 2026		/s/ Thomas C. Gentile III
(Date)		Thomas C. Gentile III
		Chairman of the Board of Directors
		Chief Executive Officer and President
July 29, 2026		/s/ James G. Coogan
(Date)		James G. Coogan
		Executive Vice President and
		Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Hexcel Corporation and will be retained by Hexcel Corporation and furnished to the Securities and Exchange Commission or its staff upon request.