Spirit AeroSystems (SPR) SVP reports Spirit shares and RSUs converted to Boeing equity

Rhea-AI Filing Summary

Spirit AeroSystems Holdings, Inc. executive equity holdings were converted into Boeing equity in connection with the closing of the previously announced merger with The Boeing Company. On December 8, 2025, the reporting person disposed of 30,580 shares of Spirit Class A common stock, leaving 0 shares beneficially owned. Each Spirit share was canceled and converted into the right to receive Boeing common stock based on an exchange ratio of 0.1955 Boeing shares for each Spirit share.

The filing also shows that 26,453 restricted stock units (RSUs) tied to Spirit common stock were disposed of and automatically converted into Boeing RSUs. Each new Boeing RSU represents Boeing common stock determined by multiplying the number of Spirit shares previously subject to the RSU by the same 0.1955 exchange ratio, rounded to the nearest whole share. The Boeing RSUs keep the same vesting and other terms that applied to the original Spirit 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^*

George Terry J

(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 Wichita & Tulsa Operations

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		30,580	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			26,453	(3)	(3)	Class A Common Stock	26,453	(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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

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

The insider reported the automatic disposal of 30,580 shares of Spirit AeroSystems Class A common stock and 26,453 restricted stock units on December 8, 2025, in connection with Spirit’s merger with The Boeing Company.

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

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

What happened to the reporting person’s restricted stock units (RSUs) in the merger?

Each outstanding Spirit RSU held by the reporting person was automatically converted into a Boeing RSU, with the number of Boeing shares calculated by multiplying the Spirit RSU share count by the 0.1955 exchange ratio and rounding to the nearest whole share.

Did the insider retain any Spirit AeroSystems common stock after the transaction?

No. After the December 8, 2025 transaction, the filing shows the insider beneficially owned 0 shares of Spirit AeroSystems Class A common stock.

Do the converted Boeing RSUs keep the same vesting terms as the original Spirit RSUs?

Yes. Each Boeing RSU continues to be governed by the same terms and conditions, including vesting terms, that applied to the corresponding Spirit RSU immediately before the merger’s effective time.

Who is the reporting person’s role at Spirit AeroSystems?

The reporting person is an officer of Spirit AeroSystems, serving as SVP Wichita & Tulsa Operations.