Spirit AeroSystems (SPR) CEO Equity Converted to Boeing Stock in Completed Merger

Rhea-AI Filing Summary

Spirit AeroSystems Holdings, Inc. (SPR) reported that its President and CEO, who also serves as a director, disposed of his Class A common stock and Spirit restricted stock units in connection with the company’s merger with The Boeing Company. On December 8, 2025, each Spirit share 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. The reporting person’s 358,787 Spirit shares were thus fully converted.

On the same date, the executive’s 164,726 Spirit restricted stock units were automatically converted into Boeing RSUs. Each new Boeing RSU represents Boeing common stock calculated by multiplying the Spirit RSUs by the same 0.1955 exchange ratio, rounded to the nearest whole share. Any accrued but unpaid dividend equivalents on the Spirit RSUs were assumed by Boeing and attached to the corresponding Boeing RSUs, which continue under the same vesting and other terms that applied immediately before the merger became effective.

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^*

Shanahan Patrick M

(Last) (First) (Middle)

3801 S OLIVER ST

(Street)

WICHITA, KS 67210 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
X	Officer (give title below)		Other (specify below)
	President and CEO

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		358,787	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			164,726	(3)	(3)	Class A Common Stock	164,726	(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
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FAQ

What did Spirit AeroSystems (SPR) disclose about its CEO’s stock on December 8, 2025?

Spirit AeroSystems disclosed that its President and CEO, who is also a director, had all of his Class A common stock automatically canceled and converted into Boeing common stock on December 8, 2025, in connection with the completion of the merger with The Boeing Company. This included the disposition of 358,787 Spirit shares, which were converted based on a fixed exchange ratio.

What is the exchange ratio between Spirit AeroSystems and Boeing shares?

Under the merger terms, each share of Spirit AeroSystems Class A common stock was automatically canceled and converted into the right to receive 0.1955 shares of Boeing common stock. This fixed exchange ratio of 0.1955 applies to all Spirit shares covered by the merger agreement.

How many Spirit AeroSystems shares did the CEO dispose of in this transaction?

The reporting person, who serves as Spirit AeroSystems’ President, CEO, and a director, reported the disposition of 358,787 shares of Class A common stock on December 8, 2025. These shares were not sold on the open market but were automatically converted into Boeing common stock under the merger agreement.

What happened to the Spirit AeroSystems restricted stock units (RSUs) held by the CEO?

The CEO held 164,726 Spirit restricted stock units (RSUs). On December 8, 2025, each outstanding Spirit RSU was automatically converted into a Boeing RSU denominated in shares of Boeing common stock. The number of Boeing shares subject to each Boeing RSU equals the total Spirit RSUs multiplied by the 0.1955 exchange ratio, rounded to the nearest whole share.

Do the converted Boeing RSUs keep the same vesting terms as the original Spirit RSUs?

Yes. Each Boeing RSU created from the conversion of a Spirit RSU continues to be governed by the same terms and conditions that applied to the underlying Spirit RSU immediately before the effective time of the merger, including the original vesting terms.

What happened to accrued dividend equivalents on the Spirit RSUs?

Any accrued but unpaid dividend equivalents associated with the Spirit RSUs held by the CEO were assumed under the merger terms and became obligations with respect to the corresponding Boeing RSUs. Those dividend equivalents now follow the new Boeing RSUs instead of the former Spirit RSUs.

What agreement governed the conversion of Spirit AeroSystems securities into Boeing securities?

The conversions were carried out under the Agreement and Plan of Merger dated June 30, 2024, among Spirit AeroSystems Holdings, Inc., The Boeing Company, and Sphere Acquisition Corp. That agreement established the 0.1955 exchange ratio and the automatic conversion mechanics for both Spirit common stock and Spirit RSUs.