HXL Hexcel Corporation

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): February 20, 2024 (February 19, 2024)

HEXCEL CORPORATION

(Exact name of registrant as specified in its charter)

(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code)

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:

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

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 7 - Regulation FD

Item 7.01 Regulation FD Disclosure.

On February 20, 2024, following a previously announced Investor Day conference in New York, New York, which was also webcast live (“Investor Day”), Hexcel Corporation (the “Company”) announced its financial outlook for the three-year period 2024 to 2026 and the authorization of an additional share repurchase program.

A copy of the press release dated February 20, 2024 is being furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in its entirety. The Investor Day supporting slide deck and a replay of the webcast is available on the investor relations webpage of the Company’s website at www.Hexcel.com.

The information contained in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Section 8 – Other Events

Item 8.01 Other Events.

On February 19, 2024, the Board of Directors of the Company (the “Board”) approved an additional $300 million authorization to purchase shares of its common stock, $0.01 par value per share (the “Common Stock”), under a new share repurchase program (the “Share Repurchase Program”). This amount is in addition to the amount that currently remains available for repurchases under the prior share repurchase program approved by the Board in May 2018. The purchases of such shares under the Share Repurchase Program are anticipated to be 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. In addition, the Company may establish one or more trading plans pursuant to Rule 10b5-1 under the Exchange Act, or enter into arrangements with brokers or other third parties for accelerated purchases of Common Stock. There is no guarantee as to the exact number of shares of Common Stock that the Company may repurchase under the Share Purchase Program.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

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.

Exhibit 99.1

Hexcel Corporation Two Stamford Plaza | 281 Tresser Blvd., 16th Floor Stamford, CT 06901 USA www.hexcel.com

NEWS RELEASE

Hexcel Provides Financial Outlook

STAMFORD, Conn., February 20, 2024 – Hexcel Corporation (NYSE: HXL), a global leader in advanced lightweight composites technology, announced today its longer-term financial outlook during the Company’s Investor Day held in New York City.

Chairman, CEO and President Nick Stanage said: “Hexcel is benefitting from both cyclical growth as aircraft production rates increase to support strong demand, and from secular growth reflecting our advanced composite technology value proposition as lightweighting supports fuel efficiency and emissions reduction. We are forecasting strong sales growth over the next three years, and we expect robust earnings expansion as we leverage our global manufacturing footprint. We are entering a period of strong cash generation, which will support continued investment in operational excellence and organic growth, the potential for strategic acquisitions, and returning cash to stockholders.”

Outlook

For the three-year period 2024 to 2026:

Cumulatively for the three-year period 2024 to 2026:

Share repurchase update:

Mr. Stanage continued, “We have the right team in place, our innovation is a powerful competitive advantage, our long-term customer relationships are broad and deep, and our markets are growing - all of which support continued and compelling value creation for our stockholders.”

As previously disclosed, the management audio presentation was webcast live and a supporting slide deck is available on the investor relations webpage of the Hexcel website at www.Hexcel.com. A replay will be available on the investor relations webpage of the Hexcel website.

2 | HEXCEL CORPORATION

*Non-GAAP Measures

Adjusted diluted earnings per share, adjusted earnings before interest, taxes, depreciation and amortization, and free cash flow (defined as cash provided by operating activities less cash payments for capital expenditures) are non-GAAP measures. Management believes that adjusted diluted earnings per share, EBITDA and free cash flow are meaningful to investors because they provide a view of Hexcel with respect to ongoing operating results excluding special items. Special items represent significant charges or credits that are important to an understanding of Hexcel’s overall operating results in the periods presented. Non-GAAP measurements are not recognized in accordance with generally accepted accounting principles and should not be viewed as an alternative to GAAP measures of performance. The Company is not providing a quantitative reconciliation of our non-GAAP outlook or targets to the corresponding GAAP information because the GAAP measures that we exclude from our non-GAAP outlook and targets are difficult to predict and are primarily dependent on future uncertainties.

Disclaimer on Forward Looking Statements

This news release contains certain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements that are not of historical fact constitute “forward-looking statements” and accordingly, involve estimates, assumptions, forecasts, judgments and uncertainties. There are a number of factors that could cause actual results or outcomes to differ materially from those addressed in the forward-looking statements. Such factors are detailed in the Forward Looking Statements and Risk Factors sections of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission. We do not undertake an obligation to update our forward-looking statements to reflect future events.

*****

About Hexcel

Hexcel Corporation is a global leader in advanced lightweight composites technology. We propel the future of flight, energy generation, transportation, and recreation through excellence in providing innovative high-performance material solutions that are lighter, stronger and tougher, helping to 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, space and defense, and industrial applications.

Contact

Kurt Goddard | Vice President Investor Relations | Kurt.Goddard@Hexcel.com | +1 (203) 352-6826

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