Spirit Aerosys SEC Filings

Spirit AeroSystems Holdings, Inc. (SPR) reports an update on a stockholder lawsuit in the Delaware Court of Chancery and related stockholder notice requirements. A putative class action previously brought against the company and its directors has been voluntarily dismissed with prejudice as to the named plaintiff, and without prejudice as to other putative class members, under a stipulation approved by the court. The court has retained jurisdiction solely to consider a motion by plaintiff’s counsel for an award of attorneys’ fees and expenses, with a telephonic hearing scheduled for 11 a.m. ET on December 10, 2025. The court also ordered that notice be provided to Spirit stockholders regarding their rights in connection with the action and the fee request. Spirit is furnishing the approved stockholder rights notice as Exhibit 99.1 to this Form 8-K.

Balyasny Asset Management filed an amended Schedule 13G reporting a passive stake in Spirit AeroSystems Holdings, Inc. (SPR) of 6,505,583 shares, representing 5.54% of the class.

The filing lists sole voting and dispositive power over the same 6,505,583 shares, with no shared power. The percentage is based on 117,419,234 shares outstanding as of July 18, 2025, as referenced from the issuer’s Form 10‑Q. The certification states the securities were acquired and are held in the ordinary course and not to change or influence control.

Spirit AeroSystems (SPR) furnished an update on its financial reporting. The company announced it issued a press release covering results for the nine‑month period ended October 2, 2025, and furnished it as Exhibit 99.1 under Item 2.02. The information is provided as “furnished,” not “filed,” which means it is not subject to Section 18 liability and is not incorporated into other filings unless specifically referenced.

Spirit AeroSystems (SPR) reported wider losses and flagged substantial doubt about its ability to continue as a going concern. Q3 net revenue was $1,585.4 million, but operating loss widened to $646.5 million and net loss reached $724.3 million, or $6.16 per share. Year‑to‑date, the company recorded a $1,968.2 million net loss and used $750.4 million in operating cash. Cash and equivalents were $299.0 million, against total debt of $4,338.6 million, including $690.9 million due within a year.

Results reflect significant program pressures. The quarter included $599.6 million of unfavorable estimate changes, driven by $585.2 million of forward loss charges on key programs (notably B737, A350, A220, B787). Inventory and contract assets trends improved as deliveries increased, but liquidity remains strained. Spirit detailed its pending all‑stock merger with Boeing (expected in Q4 2025, subject to approvals and divestitures) and its agreement with Airbus to acquire the Airbus‑related business for nominal $1 with cash payments totaling $580.9, as well as a signed deal to sell its Malaysia unit to CTRM for $95.2. As of October 17, 2025, shares outstanding were 117,523,217.

Spirit AeroSystems (SPR) reported an amended Form 4 for its President and CEO, who is also a Director. The amendment corrects the number of Class A shares withheld to cover taxes upon RSU vesting on 09/30/2025 under code F. The correct number surrendered is 58,789 shares at $38.6 per share. Following the transaction, the executive beneficially owned 358,787 shares. The filing notes the original entry overstated the tax-withheld amount as 62,687 shares and has been corrected.

Spirit AeroSystems insider transactions by President & CEO Patrick M. Shanahan on 09/30/2025. The filing reports the acquisition of 152,895 restricted stock units (RSUs) that convert one-for-one into Class A common stock and a contemporaneous sale of 62,687 Class A shares at $38.60 per share. After the RSU grant the filing shows 417,576 shares beneficially owned, and after the sale 354,889 shares beneficially owned.

The filing discloses that the RSUs are part of a 495,662 RSU grant made on 09/30/2023 that vests in three annual installments beginning the first anniversary of the grant date. The form is signed by an attorney-in-fact for the reporting person.

Hill City Capital and affiliated entities disclosed ownership of 3,949,299 shares of Spirit AeroSystems Class A common stock, equal to 3.37% of the class based on 117,419,234 shares outstanding as of July 18, 2025. The holdings are reported as shared voting and dispositive power with no sole voting or dispositive power. The filing identifies the reporting persons as Hill City Capital Master Fund LP (Cayman), Hill City Capital GP LLC (Delaware), Hill City Capital LP (Delaware), Hill City GP LLC (Delaware) and Herbert Frazier (U.S.). The reporting persons certify the securities were not acquired to change or influence control of the issuer.

Balyasny Asset Management and affiliated entities filed a Schedule 13G reporting beneficial ownership of 6,502,847 shares of Spirit AeroSystems common stock, equal to 5.54% of the class based on 117,318,941 shares outstanding as of April 18, 2025 per the issuer's May 1, 2025 quarterly report. The filing identifies the reporting persons as Balyasny Asset Management L.P., BAM GP LLC, Balyasny Asset Management Holdings LP, Dames GP LLC and Dmitry Balyasny, each of which discloses sole voting and sole dispositive power over the reported shares.

The filing states the shares are held directly by Atlas Diversified Master Fund, Ltd. (ADMF), which has the right to receive dividends or sale proceeds. The filers certify the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. Signatures on the filing are dated 08/10/2025.

Spirit AeroSystems disclosed that on August 8, 2025 its subsidiaries entered into a Share Purchase Agreement to sell all equity interests in Spirit AeroSystems Malaysia Sdn. Bhd. to Composites Technology Research Malaysia Sdn. Bhd. for an aggregate purchase price of $95.2 million in cash, subject to specified adjustments. Closing is conditioned on purchaser approval by the European Commission and the U.S. Federal Trade Commission in connection with the Boeing acquisition review, customary regulatory approvals including Hart-Scott-Rodino clearance, absence of legal impediments, accuracy of representations and warranties, performance of contractual obligations and Parent shareholder approval. The agreement includes termination provisions, reciprocal $7.0 million termination-fee mechanics and an outside date of December 31, 2025 with one automatic 90-day extension under specified conditions. A press release and the Share Purchase Agreement are filed as exhibits.