Spirit AeroSystems (SPR) insider reports Boeing merger share and RSU swap

Rhea-AI Filing Summary

Spirit AeroSystems Holdings, Inc. officer and VP, Defense & Space, filed a Form 4 reporting automatic changes to their equity due to 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 based on a fixed exchange ratio of 0.1955 Boeing shares for each Spirit share.

The officer reported the disposition of 2,359 shares of Spirit Class A common stock and that they no longer directly hold Spirit shares after the transaction. In addition, 21,206 restricted stock units (RSUs) tied to Spirit stock were converted into Boeing RSUs using the same exchange ratio. These Boeing RSUs retain the same vesting schedule and other terms that applied to the original Spirit RSUs.

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^*

Schrader Keith

(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, Defense & Space

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		2,359	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			21,206	(3)	(3)	Class A Common Stock	21,206	(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 insider transaction did Spirit AeroSystems (SPR) disclose in this Form 4?

The filing shows a Spirit AeroSystems VP, Defense & Space, reported the disposition of 2,359 shares of Class A common stock and the conversion of their equity awards in connection with the merger into Boeing.

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

Each Spirit Class A common share was automatically canceled and converted into the right to receive Boeing common stock at an exchange ratio of 0.1955 Boeing shares per Spirit share under the Merger Agreement.

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

The executive’s 21,206 Spirit RSUs were automatically converted into Boeing RSUs, with the number of Boeing shares per RSU determined by multiplying the Spirit RSUs by the 0.1955 exchange ratio and rounding to the nearest whole share.

Do the converted Boeing RSUs keep the same vesting terms as the 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.

Did dividend equivalents on Spirit RSUs carry over after the Boeing merger?

Any accrued but unpaid dividend equivalents on Spirit RSUs were assumed and became obligations with respect to the converted Boeing RSUs under the merger terms.

Is this Form 4 for a single reporting person at Spirit AeroSystems (SPR)?

Yes. The filing indicates it is a Form filed by one reporting person, who serves as an officer titled VP, Defense & Space.