Spirit AeroSystems (SPR) director reports share conversion in Boeing–merger deal

Rhea-AI Filing Summary

Spirit AeroSystems Holdings, Inc. reported that a director’s Class A common stock was converted into Boeing shares as part of the company’s merger with The Boeing Company. On December 8, 2025, each Spirit AeroSystems 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 filing shows dispositions of 5,217 and 7,009 Class A shares, reflecting this conversion and leaving no remaining holdings under one line. Restricted stock awards held by non-employee directors were also canceled and converted into Boeing shares using the same exchange ratio, after required tax withholdings.

Insights

Equity corporate actions analyst

Form 4 confirms Spirit AeroSystems shares converting into Boeing stock at a fixed ratio.

This insider report shows how the Spirit AeroSystems and Boeing merger affected a director’s equity. On December 8, 2025, each Class A common share of Spirit AeroSystems Holdings, Inc. was canceled and converted into the right to receive Boeing common stock at an exchange ratio of 0.1955 Boeing shares per Spirit share under the merger agreement.

The table records dispositions of 5,217 and 7,009 Class A shares, which correspond to this all-stock merger conversion rather than open-market sales. The explanation section also notes that restricted stock awards held by non-employee directors were canceled and converted into Boeing shares using the same exchange ratio, subject to applicable tax withholding.

For investors, this mainly confirms mechanics already defined in the merger agreement: Spirit equity, including director RSAs, is now tied to Boeing common stock through the stated 0.1955 exchange ratio as of December 8, 2025. Future company disclosures from Boeing will carry the ongoing financial story following completion of the merger.

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

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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^*

Chappell Jane

(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		5,217	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

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).

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) report?

It reports that a Spirit AeroSystems director’s Class A common shares were disposed of on December 8, 2025 as they were converted into Boeing common stock under the merger agreement.

What exchange ratio applied to Spirit AeroSystems (SPR) shares in the Boeing merger?

Each Spirit AeroSystems Class A common share was automatically canceled and converted into the right to receive 0.1955 shares of Boeing common stock per share, as stated in the merger agreement.

How many Spirit AeroSystems shares were shown as disposed of in this insider report?

The filing shows dispositions of 5,217 Class A common shares in one line and 7,009 Class A common shares in another line, both tied to the merger conversion.

What happened to restricted stock awards (RSAs) held by Spirit AeroSystems non-employee directors?

On December 8, 2025, each outstanding RSA held by a non-employee director was automatically canceled, and the holder became entitled to receive Boeing common stock equal to the 0.1955 exchange ratio multiplied by the number of covered shares, subject to required tax withholdings.

Does this Form 4 indicate open-market sales of Spirit AeroSystems (SPR) stock?

No. The explanation clarifies that the Spirit AeroSystems shares and restricted stock awards were automatically canceled and converted to Boeing common stock pursuant to the merger agreement, rather than being sold in the open market.

What is the key date investors should know from this Spirit AeroSystems (SPR) Form 4?

The key date is December 8, 2025, when Spirit AeroSystems Class A shares and related RSAs were canceled and converted into rights to receive Boeing common stock under the merger agreement.