Spirit AeroSystems (SPR) director RSUs canceled and converted in Boeing deal

Rhea-AI Filing Summary

Spirit AeroSystems Holdings, Inc.The Boeing Company. On December 8, 2025, the director held 37,234 restricted stock units (RSUs) tied to Spirit’s Class A common stock.

Under the merger agreement among Spirit, Boeing and Sphere Acquisition Corp., each outstanding RSU held by a non-employee director was automatically canceled at the merger’s effective time. In place of each RSU, the holder became entitled to receive Boeing common stock. The number of Boeing shares is calculated as 0.1955 multiplied by the number of Spirit shares subject to the RSU immediately before the effective time, subject to applicable tax withholding.

12/08/2025 - 09:09 AM

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^*

Fitzgerald William Augustus III

(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
	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

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	(1)	12/08/2025		D			37,234	(2)	(2)	Class A Common Stock	37,234	(2)	0	D

Explanation of Responses:

1. Restricted stock units (RSUs), once vested and payable, would be settled in shares of the Class A Common Stock (Shares) of the issuer on a one-for-one basis.

2. 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 0.1955 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 filing reports that a Spirit AeroSystems non-employee director’s 37,234 restricted stock units (RSUs) were affected by the closing of the merger with The Boeing Company on December 8, 2025.

What happened to the Spirit AeroSystems director’s RSUs in the Boeing merger?

Each outstanding RSU held by a non-employee director was automatically canceled, and the holder became entitled to receive Boeing common stock instead, based on a fixed share conversion formula.

What is the Boeing share conversion ratio for Spirit AeroSystems RSUs?

For each RSU linked to Spirit Class A common stock, the holder became entitled to receive a number of Boeing common shares equal to 0.1955 multiplied by the number of Spirit shares underlying the RSU immediately prior to the effective time.

How many restricted stock units were reported for the Spirit AeroSystems director?

The Form 4 shows 37,234 restricted stock units in Table II, which were subject to the automatic cancellation and conversion into the right to receive Boeing common stock.

When did the RSU conversion related to the Boeing–Spirit AeroSystems merger occur?

The RSU cancellation and related entitlement to Boeing common stock occurred on December 8, 2025, which is tied to the merger’s effective time under the Agreement and Plan of Merger dated June 30, 2024.

Does the Spirit AeroSystems director receive cash or stock from this RSU change?

According to the disclosure, the director became entitled to receive shares of Boeing common stock, with the number of shares determined by the 0.1955 conversion factor and subject to withholding for applicable taxes.