Spirit AeroSystems (SPR) officer details Boeing merger share and RSU conversion

Rhea-AI Filing Summary

Spirit AeroSystems Holdings, Inc. (SPR) executive Paul N. Walters reported automatic changes to his equity holdings following the completion of the company’s merger with The Boeing Company. On December 8, 2025, each share of Spirit Class A common stock was 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, under the previously signed Merger Agreement. Walters reported the disposition of 4,305 Spirit Class A shares, leaving him with no Spirit common stock directly owned.

The filing also shows changes to his equity-based awards. Walters held 12,464 restricted stock units (RSUs) tied to Spirit shares, which were automatically converted into RSUs denominated in shares of Boeing common stock using the same 0.1955 exchange ratio, rounded to the nearest whole share. Any accrued but unpaid dividend equivalents on these Spirit RSUs were also assumed and attached to the new Boeing RSUs. These Boeing RSUs keep the same vesting schedule and other terms that applied immediately before the merger’s effective time.

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^*

Myers David E.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, General Counsel & Corp Sec

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		4,305	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			12,464	(3)	(3)	Class A Common Stock	12,464	(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 SPR executive Paul N. Walters report?

Paul N. Walters, VP, General Counsel & Corporate Secretary of Spirit AeroSystems Holdings, Inc. (SPR), reported that his holdings of Spirit Class A common stock and restricted stock units were automatically converted into Boeing securities on December 8, 2025 in connection with the merger with The Boeing Company.

How many Spirit AeroSystems (SPR) shares did the insider dispose of?

The filing shows that 4,305 shares of Spirit AeroSystems Class A common stock were disposed of on December 8, 2025, leaving the reporting person with 0 shares of Spirit common stock directly owned after the transaction.

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

Each Spirit AeroSystems Class A common share was 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, as set out in the Merger Agreement dated June 30, 2024.

What happened to the Spirit AeroSystems restricted stock units (RSUs) held by the insider?

The insider held 12,464 RSUs that were originally payable in Spirit shares on a one-for-one basis. On December 8, 2025, each outstanding Spirit RSU was automatically converted into a Boeing RSU, with the number of Boeing shares per RSU equal to the Spirit RSUs multiplied by the 0.1955 exchange ratio, rounded to the nearest whole share.

Did the vesting terms of the converted Boeing RSUs change for the SPR insider?

No. Each converted 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 effective time of the merger.

What happened to accrued dividend equivalents on the Spirit RSUs in the Boeing merger?

Any accrued but unpaid dividend equivalents associated with the Spirit RSUs were assumed in the transaction and became obligations tied to the corresponding Boeing RSUs after conversion.