Spirit AeroSystems (SPR) director reports share and RSU conversion into Boeing stock

Rhea-AI Filing Summary

Spirit AeroSystems Holdings, Inc. (SPR) director transactions reflect the closing of its merger with The Boeing Company. On December 8, 2025, under the Merger Agreement, each share of Spirit 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 per Spirit share.

The reporting director disposed of 23,912 and 7,009 Spirit Class A shares, leaving no Class A shares owned directly after the conversion. In addition, 1,356 restricted stock units were canceled. For both restricted shares and restricted stock units held by non-employee directors, holders became entitled to receive Boeing common stock based on the same 0.1955 exchange ratio multiplied by the number of underlying Spirit shares.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Cambone Stephen Anthony

(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
Class A Common Stock	12/08/2025		D		23,912	D	(1)	7,009	D
Class A Common Stock	12/08/2025		D		7,009	D	(2)	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	(3)	12/08/2025		D			1,356	(4)	(4)	Class A Common Stock	1,356	(4)	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. On December 8, 2025, pursuant to the Merger Agreement, each outstanding restricted Share (RSA) 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 the Exchange Ratio multiplied by the number of Shares subject to such RSA immediately prior to the Effective Time (as defined in the Merger Agreement).

3. Restricted stock units (RSUs), once vested and payable, would be settled in Shares on a one-for-one basis.

4. On December 8, 2025, pursuant to 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 the Exchage Ratio 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does this Form 4 for Spirit AeroSystems (SPR) disclose?

It shows that a Spirit AeroSystems director disposed of Class A common shares and restricted stock units on December 8, 2025, in connection with the closing of the merger with The Boeing Company, with all equity converted into the right to receive Boeing common stock.

What is the Boeing share exchange ratio for Spirit AeroSystems (SPR) stock?

Each share of Spirit AeroSystems Class A common stock was automatically canceled and converted into the right to receive a number of Boeing common shares equal to an exchange ratio of 0.1955 Boeing shares per Spirit share.

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

The reporting director disposed of 23,912 Spirit AeroSystems Class A common shares in one line item and 7,009 shares in another, resulting in zero Class A shares beneficially owned directly after the merger-related conversion.

What happened to restricted shares and RSUs of Spirit AeroSystems (SPR) held by non-employee directors?

Each outstanding restricted share and restricted stock unit held by a non-employee director was automatically canceled on December 8, 2025, and the holder became entitled to receive Boeing common stock equal to the 0.1955 exchange ratio multiplied by the number of underlying Spirit shares, subject to applicable tax withholding.

How many restricted stock units did the Spirit AeroSystems (SPR) director have after the merger?

After the merger-related transactions on December 8, 2025, the reporting director held 0 restricted stock units of Spirit AeroSystems, as 1,356 RSUs were canceled and converted into the right to receive Boeing common stock under the exchange ratio.

Why were the Spirit AeroSystems (SPR) equity awards canceled on December 8, 2025?

They were canceled pursuant to the Agreement and Plan of Merger among Spirit AeroSystems, The Boeing Company, and Sphere Acquisition Corp., which provided that Spirit shares, restricted shares, and restricted stock units would be canceled and converted into rights to receive Boeing common stock at the agreed exchange ratio.