Hexcel (NYSE: HXL) raises $400M to refinance 2027 notes

Rhea-AI Filing Summary

Hexcel Corporation issued $400,000,000 aggregate principal amount of 4.900% Senior Notes due 2031 under its shelf registration. The company estimates net proceeds of about $395,200,000 after underwriting discounts and expenses.

Hexcel intends to use the proceeds, together with cash on hand, to redeem all $400,000,000 of its outstanding 3.950% Senior Notes due 2027 and pay related fees and expenses. The new notes pay 4.900% interest, maturing on May 15, 2031, with semi-annual payments beginning November 15, 2026, and include customary redemption, change-of-control and covenant terms.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

New notes principal: $400,000,000 Net proceeds: $395,200,000 Coupon rate: 4.900% per annum +4 more

7 metrics

New notes principal $400,000,000 Aggregate principal amount of 4.900% Senior Notes due 2031

Net proceeds $395,200,000 Estimated net proceeds after underwriting discount and expenses

Coupon rate 4.900% per annum Interest rate on Senior Notes due 2031

Redeemed notes principal $400,000,000 Outstanding 3.950% Senior Notes due 2027 to be redeemed

Change-of-control price 101% of principal Purchase price on Change of Control Repurchase Event

Maturity date May 15, 2031 Final maturity of 4.900% Senior Notes

Redemption date for 2027 notes May 28, 2026 Scheduled redemption date for 3.950% Senior Notes due 2027

Key Terms

shelf registration statement, prospectus supplement, Indenture, Change of Control Repurchase Event, +1 more

5 terms

shelf registration statement regulatory

"The Notes were registered under the Securities Act ... pursuant to the Company’s shelf registration statement on Form S-3ASR"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"the Company filed ... a prospectus supplement, dated April 27, 2026 ... containing the final terms of the Notes"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Indenture financial

"The Notes were issued under the base indenture ... as supplemented by the fourth supplemental indenture"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

Change of Control Repurchase Event financial

"Upon the occurrence of a Change of Control Repurchase Event ... the Company shall be required to make an offer"

Senior Notes financial

"issued $400,000,000 aggregate principal amount of its 4.900% Senior Notes due 2031"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Understanding 8-K Material Events →

falseHEXCEL CORP /DE/0000717605DE00007176052026-04-272026-04-27

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): April 27, 2026

Hexcel Corporation

(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.)
Two Stamford Plaza 281 Tresser Boulevard Stamford, Connecticut				06901-3238
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (203) 969-0666

N/A

(Former Name or Former Address, if Changed Since 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))

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		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 8 – Other Events

Item 8.01. Other Events.

On April 30, 2026, Hexcel Corporation (the “Company”) issued $400,000,000 aggregate principal amount of its 4.900% Senior Notes due 2031 (the “Notes”).

The Notes were registered under the Securities Act of 1933, as amended (the “Act”), pursuant to the Company’s shelf registration statement on Form S-3ASR (File No. 333-278173) (the “Registration Statement”) filed on March 22, 2024. On April 29, 2026, the Company filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement, dated April 27, 2026 (the “Prospectus Supplement”), containing the final terms of the Notes pursuant to Rule 424(b)(2) of the Act.

In connection with the offer and sale of the Notes, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and U.S. Bancorp Investments, Inc., acting as representatives of the several underwriters named therein (collectively, the “Underwriters”). The Company intends to use the net proceeds from the sale of the Notes, together with cash on hand, to (i) fund the redemption of the Company’s outstanding unsecured 3.950% Senior Notes due 2027 (the “2027 Notes”), of which $400,000,000 was outstanding as of the date hereof and (ii) pay fees and expenses in respect of the foregoing.

Pursuant to the Underwriting Agreement, the Company agreed to sell the Notes to the Underwriters and the Underwriters agreed to purchase the Notes for resale to the public. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. The Underwriting Agreement also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Notes were issued under the base indenture, dated as of August 3, 2015 (the “Base Indenture”), as supplemented by the fourth supplemental indenture, dated as of April 30, 2026 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), in each case, between the Company and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the “Trustee”). The Base Indenture has been filed as Exhibit 4.1 to the Registration Statement and is incorporated herein by reference. The Supplemental Indenture and a form of the Notes have been filed as Exhibits 4.2 and 4.3 to this Current Report on Form 8-K and are incorporated herein by reference.

The net proceeds to the Company from the sale of the Notes, after the underwriting discount and offering expenses, are estimated to be approximately $395,200,000.

The Notes will bear interest at the rate of 4.900% per annum and mature on May 15, 2031. Interest on the Notes will be payable semi-annually on May 15 and November 15 of each year, beginning on November 15, 2026.

At any time, and from time to time, prior to April 15, 2031, the Company may redeem the Notes, in whole or in part, at a redemption price calculated in a manner set forth in the Indenture. At any time on or after April 15, 2031, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the relevant redemption date.

Upon the occurrence of a Change of Control Repurchase Event (as defined in the Supplemental Indenture), unless the Company has exercised its right to redeem the Notes in full, the Company shall be required to make an offer to each holder of Notes to purchase all or, at the election of such holder, any part (equal to a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof) of such holder’s Notes for cash at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to, but excluding, the repurchase date.

The Notes are unsecured, unsubordinated obligations of the Company and rank equally in right of payment with all of the Company’s existing and future unsecured, unsubordinated indebtedness. The Notes were issued in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

The Indenture imposes restrictions on the Company and certain of its subsidiaries, including certain restrictions customary for financings of this type, that, among other things, limit the ability to incur additional liens, to make certain fundamental changes and to enter into sale and leaseback transactions. In addition, the Indenture contains events of default customary for financings of this type. For further information about the terms and conditions of the Underwriting Agreement, the Indenture and the Notes, please refer to the Prospectus Supplement. The descriptions of the Underwriting Agreement, the Indenture and the Notes herein and in the Prospectus Supplement are summaries and are qualified in their entirety by the terms of the Underwriting Agreement, the Indenture and the Notes, respectively.

Also on April 27, 2026, the Company elected to redeem all $400,000,000 aggregate principal amount of the outstanding 2027 Notes. The 2027 Notes will be redeemed on May 28, 2026 (the “Redemption Date”). The Redemption is subject to the consummation, on or prior to the Redemption Date, of the Notes offering. The Company instructed the Trustee to distribute a notice of redemption to all registered holders of the 2027 Notes on April 28, 2026. Copies of such notice of redemption and additional information relating to the procedure for redemption of the 2027 Notes may be obtained from the Trustee.

This report is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Act.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	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.
4.1	Indenture, dated as of August 3, 2015, among 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 Registration Statement on Form S-3ASR (File No. 333-278173), filed with the SEC on March 22, 2024.
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.
4.3	Form of 4.900% Note due 2031 (included in Exhibit 4.2 hereto).
5.1	Opinion Letter of Wachtell, Lipton, Rosen & Katz, dated April 30, 2026.
23.1	Consent of Wachtell, Lipton, Rosen & Katz, dated April 30, 2026 (included in Exhibit 5.1 hereto).
104	Cover Page Interactive Data File — the cover page XBRL tags are embedded within the Inline XBRL document.

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 duly authorized.

		HEXCEL CORPORATION
April 30, 2026		/s/ Gail E. Lehman
		Gail E. Lehman
		Executive Vice President, Chief Legal and Sustainability Officer, and Secretary

FAQ

What debt securities did Hexcel (HXL) issue in this 8-K?

Hexcel issued $400,000,000 aggregate principal amount of 4.900% Senior Notes due 2031. These unsecured, unsubordinated notes were sold under a shelf registration, with interest paid semi-annually and standard bond covenants and events of default applying under an indenture with U.S. Bank Trust Company.

How will Hexcel (HXL) use the proceeds from the 4.900% Senior Notes?

Hexcel plans to use the net proceeds of about $395,200,000, together with cash on hand, to redeem all $400,000,000 of its outstanding 3.950% Senior Notes due 2027 and to pay related fees and expenses, effectively refinancing existing unsecured debt with later-maturing notes.

What are the key terms of Hexcel’s 4.900% Senior Notes due 2031?

The notes bear interest at 4.900% per annum, mature on May 15, 2031, and pay interest semi-annually on May 15 and November 15, starting November 15, 2026. They are unsecured, unsubordinated obligations and were issued in minimum denominations of $2,000 plus $1,000 increments.

When will Hexcel’s existing 3.950% Senior Notes due 2027 be redeemed?

Hexcel elected to redeem all $400,000,000 principal amount of its 3.950% Senior Notes due 2027 on May 28, 2026. The redemption is conditioned on consummation of the new notes offering on or before the redemption date, with notice of redemption distributed by the trustee.

Does Hexcel’s 4.900% Senior Notes offering include change-of-control protection?

Yes. If a Change of Control Repurchase Event occurs and the notes were not previously redeemed in full, Hexcel must offer to buy affected notes at 101% of principal plus accrued interest, allowing each holder to sell all or part of its notes back for cash.

Can Hexcel redeem the 4.900% Senior Notes before maturity?

Hexcel may redeem the notes at any time before April 15, 2031, in whole or in part, at a redemption price calculated under the indenture. On or after April 15, 2031, it may redeem at 100% of principal plus accrued and unpaid interest to the redemption date.

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-1.1 EXHIBIT 1.1 222.0 KB
• EX-4.2 EXHIBIT 4.2 267.9 KB
• EX-5.1 EXHIBIT 5.1 14.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB