Spirit AeroSystems (SPR) officer reports Boeing stock conversion after merger

Rhea-AI Filing Summary

Spirit AeroSystems Holdings, Inc. (SPR) VP and Corporate Controller reported changes in his ownership following the company’s merger with The Boeing Company. On December 8, 2025, his 13,610 shares of Spirit Class A common stock were disposed of when each share was automatically canceled and converted under the merger terms.

Each Spirit share was converted into the right to receive Boeing common stock at a fixed exchange ratio of 0.1955. In addition, his 11,683 restricted stock units (RSUs) tied to Spirit stock were automatically converted into Boeing RSUs, with the number of Boeing shares for each award based on the same 0.1955 exchange ratio. These Boeing RSUs keep the same vesting and other terms that applied to the original Spirit RSUs, and any accrued but unpaid dividend equivalents were carried over to the new Boeing awards.

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^*

Ward Damon Christopher

(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)
	VP, Corporate Controller

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		13,610	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			11,683	(3)	(3)	Class A Common Stock	11,683	(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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Spirit AeroSystems (SPR) report in this Form 4?

The VP and Corporate Controller reported that his 13,610 shares of Spirit Class A common stock were disposed of on December 8, 2025 when they were automatically canceled and converted into rights to receive Boeing common stock under the merger agreement.

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 a number of Boeing common shares equal to an exchange ratio of 0.1955, as specified in the merger agreement.

What happened to the Spirit AeroSystems (SPR) restricted stock units held by the officer?

The officer’s 11,683 restricted stock units (RSUs) that were settled in Spirit shares were automatically converted into Boeing RSUs, with the Boeing share amount calculated by multiplying the Spirit RSUs by the 0.1955 exchange ratio and rounding to the nearest whole share.

Did the vesting terms of the Spirit AeroSystems (SPR) RSUs change after conversion to Boeing 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 merger’s effective time.

What happened to dividend equivalents on the Spirit AeroSystems (SPR) RSUs?

Any accrued but unpaid dividend equivalents tied to the original Spirit RSUs were assumed in the conversion and became obligations with respect to the applicable Boeing RSUs.

Who is the reporting person in this Spirit AeroSystems (SPR) Form 4?

The reporting person is an officer of Spirit AeroSystems Holdings, Inc., serving as VP, Corporate Controller, filing the form as an individual reporting person.