Spirit AeroSystems (NYSE: SPR) officer logs Boeing merger equity swap

Rhea-AI Filing Summary

Spirit AeroSystems Holdings, Inc. senior vice president of Engineering & R&T reported the conversion of his equity as part of the company’s merger with The Boeing Company. On December 8, 2025, his 19,474 shares of Class A common stock were automatically canceled and converted into the right to receive Boeing common stock at a fixed exchange ratio of 0.1955 Boeing share for each Spirit share, leaving him with no Spirit shares directly owned. In addition, 23,611 restricted stock units tied to Spirit stock were converted into Boeing RSUs using the same exchange ratio, with dividend equivalents and original vesting terms carried over to the new Boeing awards.

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^*

Black Sean

(Last) (First) (Middle)

3801 S. OLIVER

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Engineering & R&T

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		19,474	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			23,611	(3)	(3)	Class A Common Stock	23,611	(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 Merger Agreement, each outstanding RSU of the issuer held by the reporting person was automatically converted into an RSU of Boeing denominated in shares of Boeing common stock (a Boeing RSU). The number of shares of Boeing common stock subject to each such Boeing RSU is equal to the product (rounded to the nearest whole number) of (i) the total number of Shares subject to such issuer RSU immediately prior to the Effective Time (as defined in the Merger Agreement) multiplied by (ii) the Exchange Ratio. Any accrued but unpaid dividend equivalents with respect to any such issuer RSU was assumed and became an obligation with respect to the applicable Boeing RSU. Each such Boeing RSU continues to be governed by the same terms and conditions (including vesting terms) as were applicable to such issuer RSU immediately prior to the Effective Time.

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 here?

The report shows a senior vice president of Spirit AeroSystems Holdings, Inc. converting his equity as part of the merger with The Boeing Company. His Spirit common shares and restricted stock units were exchanged into rights to receive Boeing common stock and Boeing RSUs.

How many Spirit AeroSystems shares did the officer dispose of in this Form 4?

The officer disposed of 19,474 shares of Spirit AeroSystems Class A common stock on December 8, 2025. After this transaction, he reported owning 0 shares of Spirit stock directly.

What exchange ratio applied to Spirit AeroSystems (SPR) shares in the Boeing merger?

Each Spirit AeroSystems Class A common share was converted into the right to receive Boeing common stock at a fixed exchange ratio of 0.1955 Boeing share for each Spirit share, as specified in the Merger Agreement.

What happened to the executive’s restricted stock units (RSUs) of Spirit AeroSystems?

The executive held 23,611 restricted stock units tied to Spirit shares. On December 8, 2025, each outstanding Spirit RSU was automatically converted into a Boeing RSU based on the 0.1955 exchange ratio, with dividend equivalents and vesting terms carried over.

Did the Spirit AeroSystems officer retain any Spirit equity after this transaction?

No. Following the conversion on December 8, 2025, the officer reported 0 Spirit shares and 0 Spirit RSUs beneficially owned. His equity exposure was shifted to Boeing common stock and Boeing RSUs under the merger terms.

What agreement governed the conversion of Spirit AeroSystems equity into Boeing equity?

The conversion was carried out under the Agreement and Plan of Merger among Spirit AeroSystems, The Boeing Company, and Sphere Acquisition Corp., dated June 30, 2024, which set the 0.1955 exchange ratio.