[8-K] Spirit AeroSystems Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

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.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): November 13, 2025

Spirit AeroSystems Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-33160		20-2436320
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3801 South Oliver, Wichita, KS 67210

(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code): (316) 526-9000

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 exchange on which registered
Class A Common Stock, par value $0.01 per share		SPR		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. ¨

Item 8.01 Other Events.

As Spirit AeroSystems Holdings, Inc. (the “Company”) disclosed in the Current Report on Form 8-K filed by the Company with the United States Securities and Exchange Commission on January 17, 2025, on January 9, 2025, a purported stockholder of the Company filed a putative class action lawsuit against the Company and its directors in the Delaware Court of Chancery (the “Delaware Action”), alleging that the Company’s directors breached their fiduciary duties by failing to disclose certain information and requesting an order compelling additional disclosures and damages, among other relief.

On August 15, 2025, plaintiff’s counsel filed their motion for an award of attorneys’ fees and expenses for benefits they contend were conferred on the Company and its stockholders in connection with the Delaware Action (the “Fee Application”). The Delaware Court of Chancery has scheduled a telephonic hearing to consider the Fee Application at 11 a.m. ET on December 10, 2025.

On September 23, 2025, the Delaware Court of Chancery entered into a Stipulation Regarding Dismissal of Claims and Briefing Schedule on Plaintiff’s Motion for an Award of Attorneys’ Fees and Expenses (the “Stipulation”), pursuant to which (a) the plaintiff voluntarily dismissed the Delaware Action with prejudice as to the named plaintiff only, and without prejudice as to all other members of the putative class, (b) the Delaware Court of Chancery retained jurisdiction solely for purposes of the Fee Application and (c) the Delaware Court of Chancery further ordered that appropriate notice to the Company’s stockholders shall be made concerning their rights regarding the Delaware Action and the Fee Application. On November 13, 2025, the Delaware Court of Chancery approved the form of notice required by the Stipulation (the “Notice”).

As required by the Delaware Court of Chancery, the Company is filing a copy of the Notice the with this Current Report on Form 8-K as Exhibit 99.1, which is incorporated herein by reference to this report. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the copy of the Notice filed as Exhibit 99.1.

The information disclosed under this Item 8.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits

Exhibit Number		Description
99.1		Stockholder Rights Notice.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.

	SPIRIT AEROSYSTEMS HOLDINGS, INC.
Date: November 18, 2025	By:	/s/ Irene M. Esteves
		Irene M. Esteves
		Executive Vice President and Chief Financial Officer

FAQ

What did Spirit AeroSystems (SPR) announce in this Form 8-K?

Spirit AeroSystems announced that a putative stockholder class action in the Delaware Court of Chancery has been voluntarily dismissed with prejudice as to the named plaintiff, that the court retained jurisdiction only to consider a motion for attorneys’ fees and expenses, and that a court-approved stockholder rights notice is being furnished as Exhibit 99.1.

What is the status of the Delaware Court of Chancery action involving Spirit AeroSystems (SPR)?

Under a stipulation entered on September 23, 2025, the Delaware Court of Chancery action was voluntarily dismissed with prejudice as to the named plaintiff and without prejudice as to all other members of the putative class, with the court retaining jurisdiction solely to address plaintiff’s counsel’s motion for attorneys’ fees and expenses.

When is the hearing on attorneys’ fees in the Spirit AeroSystems Delaware action?

The Delaware Court of Chancery has scheduled a telephonic hearing to consider plaintiff’s counsel’s motion for an award of attorneys’ fees and expenses at 11 a.m. ET on December 10, 2025.

What notice is being provided to Spirit AeroSystems stockholders?

The Delaware Court of Chancery ordered that appropriate notice be given to Spirit AeroSystems’ stockholders regarding their rights in connection with the Delaware action and the motion for attorneys’ fees and expenses. On November 13, 2025, the court approved the form of this stockholder rights notice, which Spirit is furnishing as Exhibit 99.1.

How is the stockholder rights notice being made available by Spirit AeroSystems (SPR)?

Spirit AeroSystems is furnishing a copy of the court-approved stockholder rights notice as Exhibit 99.1 to this Form 8-K, and that exhibit is incorporated by reference into the report.

Does this 8-K affect Spirit AeroSystems’ financial statements?

No. The Form 8-K is presented under the “Other Events” item and furnishes litigation-related notice information; it does not present new financial statements or earnings data.