Spirit AeroSystems (SPR) director stock grants swapped into Boeing shares

Rhea-AI Filing Summary

Spirit AeroSystems Holdings, Inc. director equity converted in Boeing merger. A non-employee director reported the automatic cancellation of 7,414 shares of Class A common stock and 16,288 restricted stock units on December 8, 2025 in connection with the closing of the previously announced merger with The Boeing Company.

Under the Merger Agreement, each restricted share and restricted stock unit was canceled and the director became entitled to receive Boeing common stock. The number of Boeing shares is calculated using a fixed exchange ratio of 0.1955 Boeing shares for each Spirit share underlying the award, subject to applicable tax withholding.

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^*

Ray James R Jr

(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		7,414	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			16,288	(3)	(3)	Class A Common Stock	16,288	(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 outstanding restricted Share (as defined below) (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 0.1955 (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).

2. 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.

3. 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 insider transaction is reported for Spirit AeroSystems (SPR)?

A non-employee director reported the automatic cancellation of 7,414 shares of Class A common stock and 16,288 restricted stock units on December 8, 2025, in connection with the merger with The Boeing Company.

How are Spirit AeroSystems director awards treated in the Boeing merger?

Each outstanding restricted share (RSA) and restricted stock unit (RSU) held by a non-employee director was automatically canceled, and the holder became entitled to receive Boeing common stock based on a fixed exchange ratio.

What is the Boeing share exchange ratio for Spirit AeroSystems equity awards?

The Merger Agreement provides an exchange ratio of 0.1955 shares of Boeing common stock for each Spirit share underlying a restricted share or restricted stock unit, subject to tax withholding.

Which Spirit AeroSystems securities were affected for this reporting person?

The filing shows Class A Common Stock and restricted stock units that were canceled on December 8, 2025, with the director receiving the right to Boeing common stock instead.

How were Spirit AeroSystems restricted stock units settled before the merger?

Before the merger treatment, vested restricted stock units were payable in Spirit AeroSystems Class A Common Stock on a one-for-one basis.

What agreement governs the conversion of Spirit AeroSystems equity into Boeing stock?

The conversion is governed by the Agreement and Plan of Merger among Spirit AeroSystems, The Boeing Company, and Sphere Acquisition Corp., dated June 30, 2024.