Spirit AeroSystems (NYSE: SPR) insider details stock and RSU conversion to Boeing

Rhea-AI Filing Summary

Spirit AeroSystems EVP & CFO filed a Form 4 reporting automatic changes in his holdings after the company’s merger with The Boeing Company. On December 8, 2025, his 41,849 shares of Class A common stock were canceled and converted into the right to receive Boeing common stock based on a fixed 0.1955 exchange ratio per Spirit share under the merger agreement.

The filing also notes that 65,010 restricted stock units (RSUs), which would normally settle one-for-one in Spirit shares when vested, were canceled in connection with the merger. For applicable RSUs, the holder instead became entitled to receive Boeing shares determined by multiplying the number of underlying Spirit shares by the same exchange ratio, subject to tax withholding.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ESTEVES IRENE M

(Last) (First) (Middle)

3801 S OLIVER ST

MC K11-60

(Street)

WICHITA KS 67210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Spirit AeroSystems Holdings, Inc. [ SPR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/08/2025		D		41,849	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	12/08/2025		D			65,010	(3)	(3)	Class A Common Stock	65,010	(3)	0	D

Explanation of Responses:

1. On December 8, 2025, pursuant to the Agreement and Plan of Merger among the issuer, The Boeing Company (Boeing) and Sphere Acquisition Corp., dated June 30, 2024 (the Merger Agreement), each share of the Class A Common Stock (Share) of the issuer was automatically canceled and converted into the right to receive a number of shares of Boeing common stock equal to 0.1955 (the Exchange Ratio).

2. Restricted stock units (RSUs), once vested and payable, would be settled in Shares on a one-for-one basis.

3. On December 8, 2025], pursuant to the Agreement and Plan of Merger among the issuer, The Boeing Company (Boeing) and Sphere Acquisition Corp., dated June 30, 2024 (the Merger Agreement), each outstanding RSU held by a non-employee director of the issuer was automatically canceled, and the holder thereof became entitled to receive (subject to any applicable withholding or other taxes or other amounts required to be withheld by applicable law) a number of shares of Boeing common stock equal to the Exchage Ratio multiplied by the number of Shares subject to such RSU immediately prior to the Effective Time (as defined in the Merger Agreement).

Remarks:

	/s/ David Myers, Attorney-in-Fact	12/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Spirit AeroSystems (SPR) report in this Form 4?

The EVP & CFO of Spirit AeroSystems reported that 41,849 shares of Class A common stock were automatically canceled on December 8, 2025 and converted into the right to receive Boeing common stock under the merger agreement.

How were Spirit AeroSystems (SPR) shares converted in the Boeing merger?

Each Spirit AeroSystems Class A share was canceled and converted into the right to receive 0.1955 shares of Boeing common stock, as specified by the merger agreement with The Boeing Company.

What happened to the restricted stock units (RSUs) reported in the Spirit AeroSystems (SPR) Form 4?

The Form 4 shows 65,010 RSUs that normally settled in Spirit shares on a one-for-one basis. In connection with the merger, each affected RSU was canceled and the holder became entitled to Boeing shares based on the 0.1955 exchange ratio times the number of underlying Spirit shares, subject to applicable tax withholding.

Who is the reporting person in this Spirit AeroSystems (SPR) Form 4?

The reporting person is a director and officer of Spirit AeroSystems, serving as EVP & CFO, and filed the Form 4 as a single reporting person.

What is the significance of the December 8, 2025 date for Spirit AeroSystems (SPR)?

On December 8, 2025, the merger between Spirit AeroSystems, The Boeing Company, and Sphere Acquisition Corp. became effective under the merger agreement, triggering the automatic cancellation and conversion of Spirit shares and certain RSUs into rights to receive Boeing common stock.

Does the Spirit AeroSystems (SPR) Form 4 mention tax treatment on the RSU conversion?

Yes. It states that holders of affected RSUs became entitled to Boeing shares subject to any applicable withholding or other taxes or other amounts required to be withheld by applicable law.