Spirit AeroSystems (NYSE: SPR) director logs Boeing merger share swap

Rhea-AI Filing Summary

Spirit AeroSystems Holdings, Inc. director Robert D. Johnson reported the automatic conversion of his Class A common stock following the company’s merger with The Boeing Company. On December 8, 2025, each Spirit AeroSystems share was canceled and converted into the right to receive Boeing common stock at an exchange ratio of 0.1955 Boeing shares for each Spirit share.

The filing shows dispositions of Class A shares held directly and through The RDJ Trust, with post-transaction direct holdings reported as zero and 10,379 shares remaining in one line item. Restricted stock awards held by non-employee directors were also canceled and replaced with the right to receive Boeing shares based on the same exchange ratio.

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^*

JOHNSON ROBERT D

(Last) (First) (Middle)

3801 S OLIVER ST

(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
	Officer (give title below)		Other (specify below)

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		17,641	D	(1)	0	I	Robert D Johnson TTEE The RDJ Trust DTD 11/20/2007
Class A Common Stock	12/08/2025		D		15,438	D	(1)	10,379	D
Class A Common Stock	12/08/2025		D		10,379	D	(2)	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

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. On December 8, 2025, pursuant to the Merger Agreement, each outstanding restricted Share (RSA) 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 Exchange Ratio multiplied by the number of Shares subject to such RSA 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Spirit AeroSystems (SPR) disclose in this Form 4 filing?

The filing reports that a director’s Class A common stock in Spirit AeroSystems Holdings, Inc. was automatically canceled and converted into the right to receive The Boeing Company common stock in connection with a completed merger.

What is the Boeing share exchange ratio for Spirit AeroSystems (SPR) stock?

Each Spirit AeroSystems Class A common share was converted into the right to receive 0.1955 shares of Boeing common stock, as specified in the merger agreement.

Whose transactions are reported in this Spirit AeroSystems (SPR) Form 4?

The Form 4 reports transactions for Robert D. Johnson, a director of Spirit AeroSystems, including shares held directly and indirectly through The RDJ Trust DTD 11/20/2007.

How many Spirit AeroSystems (SPR) shares did the director dispose of in this report?

The report lists dispositions of 17,641 Class A common shares held indirectly through The RDJ Trust, 15,438 Class A common shares, and 10,379 Class A common shares in separate line items, all coded as dispositions.

What happened to restricted stock awards held by Spirit AeroSystems (SPR) non-employee directors?

Each outstanding restricted share award (RSA) held by a non-employee director was automatically canceled, and the holder became entitled to receive Boeing common stock equal to the 0.1955 exchange ratio multiplied by the number of Spirit shares in the RSA, subject to applicable tax withholding.

Did this Spirit AeroSystems (SPR) Form 4 involve derivative securities?

The derivative securities table is included but shows no specific derivative transactions reported, with no options, warrants, or other derivative instruments listed with amounts.