Spirit AeroSystems (SPR) SVP reports share and RSU conversion in Boeing merger

Rhea-AI Filing Summary

Spirit AeroSystems Holdings, Inc. executive reported changes in his holdings following the completion of the company’s merger with The Boeing Company. On December 8, 2025, each share of Spirit’s Class A common stock was automatically canceled and converted into the right to receive Boeing common stock at a fixed exchange ratio of 0.1955 Boeing shares for each Spirit share under the merger agreement.

The reporting officer disposed of 24,639 Spirit Class A shares, leaving him with no directly held Spirit common stock after the transaction. In addition, his 32,107 Spirit restricted stock units, which had entitled him to Spirit shares on a one-for-one basis when vested, were automatically converted into Boeing restricted stock units based on the same 0.1955 exchange ratio. These new Boeing RSUs retain the same vesting and other terms that applied to the prior Spirit awards, including any related dividend equivalents.

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^*

McLarty Scott

(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, Airbus & Reg Bus. Jets

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		24,639	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			32,107	(3)	(3)	Class A Common Stock	32,107	(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 Spirit AeroSystems (SPR) report in this Form 4?

The filing reports that a Spirit AeroSystems executive disposed of 24,639 shares of Class A common stock on December 8, 2025 in connection with the closing of the merger with The Boeing Company, after which he no longer directly owned Spirit common stock.

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

On December 8, 2025, each share of Spirit’s Class A common stock was automatically canceled and converted into the right to receive Boeing common stock at a fixed exchange ratio of 0.1955 Boeing shares for each Spirit share, as provided in the merger agreement.

What happened to the executive’s restricted stock units (RSUs) in the Spirit AeroSystems–Boeing deal?

The executive’s 32,107 Spirit RSUs, which would have settled one-for-one in Spirit shares upon vesting, were automatically converted on December 8, 2025 into Boeing RSUs. Each Boeing RSU represents Boeing common stock determined using the same 0.1955 exchange ratio, rounded to the nearest whole share.

Did the terms of the converted Boeing RSUs differ from the original Spirit RSUs?

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. Any accrued but unpaid dividend equivalents also transferred to the Boeing RSUs.

What corporate transaction triggered this Form 4 for Spirit AeroSystems (SPR)?

The report stems from the completion of the merger under the Agreement and Plan of Merger among Spirit AeroSystems, The Boeing Company, and Sphere Acquisition Corp., dated June 30, 2024, which became effective on December 8, 2025.

What role does the reporting person hold at Spirit AeroSystems (SPR)?

The reporting person is an officer of Spirit AeroSystems, serving as SVP, Airbus & Reg Bus. Jets, as disclosed in the relationship section of the filing.