424B5 1 ny20071230x1_424b5.htm 424B5

The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, nor are they soliciting offers to buy these securities, in any jurisdiction where the offer or sale is not permitted.

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-278173

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS SUPPLEMENT DATED APRIL 27, 2026

PRELIMINARY PROSPECTUS SUPPLEMENT

(To Prospectus dated March 22, 2024)

Hexcel Corporation

% Senior Notes due 20

We are issuing $ aggregate principal amount of our % Senior Notes due 20 in this offering (the “notes”). The notes will bear interest at a rate of % per annum. The interest rate payable on the notes will be subject to adjustments from time to time if either Moody’s or S&P (or a substitute rating agency therefor) downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the notes as described herein under “Description of the Notes—Interest Rate Adjustment.” Interest on the notes will be payable semiannually in arrears on and of each year, beginning on , 2026. The notes will mature on , 20 unless redeemed or repurchased prior to such date. We may, at our option, at any time and from time to time, redeem all or any portion of the notes at the cash prices therefor described herein. If a Change of Control Repurchase Event (as defined herein) occurs, unless we have exercised our option to redeem the notes in full, we will be required, subject to certain exceptions described herein, to make an offer to each holder of notes to repurchase all (or, at the election of such holder, any part) of such holder’s notes for cash at a price equal to 101% of the principal amount of the notes to be repurchased plus unpaid interest, if any, accrued thereon to, but excluding, the repurchase date.

The notes will be our unsecured and unsubordinated indebtedness and will rank equally with each other and with all of our other existing and future unsecured and unsubordinated indebtedness. However, the notes will be effectively subordinated in right of payment to our secured indebtedness to the extent of the value of the collateral securing such indebtedness and to all liabilities, whether secured or unsecured, and any preferred equity of our subsidiaries, other than indebtedness of any wholly-owned subsidiaries that are incorporated or organized under the laws of the United States of America, any state thereof or the District of Columbia (“wholly-owned domestic subsidiaries”) that may guarantee the notes in the future.

Initially, the notes will not be guaranteed by any of our subsidiaries. In the future, however, if any of our wholly-owned domestic subsidiaries guarantees, or otherwise becomes obligated with respect to, certain of our debt (as described herein under “Description of the Notes—Possible Future Guarantees”), then such subsidiary will be required to provide a guarantee our obligations under the notes.

Investing in the notes involves significant risks. See “Risk Factors” beginning on page S-5 of this prospectus supplement and on page 2 of the accompanying prospectus, as well as “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which is incorporated by reference in this prospectus supplement and the accompanying prospectus, before making a decision to invest in the notes.

(1)	Plus accrued interest from , 2026, if settlement occurs after that date.

Neither the U.S. Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the notes in book-entry only form through the facilities of The Depository Trust Company and its direct and indirect participants, including Euroclear Bank SA/NV, as operator of the Euroclear System, and Clearstream Banking S.A., against payment in New York, New York on or about , 2026.

Joint-Book Running Managers


BofA Securities	Goldman Sachs & Co. LLC	J.P. Morgan	US Bancorp

The date of this prospectus supplement is , 2026.


About this Prospectus Supplement			S-ii
Forward-Looking Statements			S-iii
Summary			S-1
Risk Factors			S-5
Use of Proceeds			S-9
Capitalization			S-10
Description of the Notes			S-11
Book-Entry System			S-28
Certain U.S. Federal Income Tax Considerations			S-31
Underwriting (Conflicts of Interest)			S-35
Validity of the Notes			S-40
Experts			S-41
Incorporation by Reference			S-42


About this Prospectus			ii
Forward-Looking Statements			iii
The Company			1
Risk Factors			2
Use of Proceeds			3
Securities We May Offer			3
Description of Debt Securities			4
Description of Capital Stock			6
Plan of Distribution			10
Legal Matters			12
Experts			12
Where You Can Find More Information			13


	As of March 31, 2026
	Actual	As Adjusted
(in millions, except share data)	(audited)	(unaudited)
Cash and cash equivalents:	$54.1	$
Senior debt:
Revolving Credit Facility(1)	$300.0	$300.0
3.950% Senior Notes due 2027	400.0	—
5.875% Senior Notes due 2035	300.0	300.0
Notes offered hereby
Total senior debt	$1,000.0	$
Stockholders’ equity:
Common stock, $0.01 par value, 200.0 million shares authorized, 112.5 million shares issued and outstanding	$1.1	$1.1
Additional paid-in capital (net of treasury stock)	(1,034.9)	(1,034.9)
Retained earnings	2,330.5	2,330.5
Accumulated other comprehensive loss	(30.5)	(30.5)
Total stockholders’ equity	1,266.2	1,266.2
Total capitalization	$2,266.2	$


Underwriter			Principal Amount of Notes
BofA Securities, Inc.			$
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
U.S. Bancorp Investments, Inc.
Total			$


Ba1			0.25%
Ba2			0.50%
Ba3			0.75%
B1 or below			1.00%


BB			0.25%
BB-			0.50%
B+			0.75%
B or below			1.00%

Public offering price⁽¹⁾

Underwriting discount

Proceeds, before expenses, to us

SEC Form 424B5 filed by Hexcel Corporation