Spirit AeroSystems (SPR) director reports Spirit shares converted into Boeing stock

Rhea-AI Filing Summary

Spirit AeroSystems Holdings, Inc. director Ronald T. Kadish reported automatic conversion of his Class A common stock and restricted stock in connection with the company’s merger with The Boeing Company. On December 8, 2025, under the Merger Agreement among Spirit, Boeing and Sphere Acquisition Corp., each Spirit share was canceled and converted into the right to receive Boeing common stock at a fixed exchange ratio of 0.1955 Boeing share for each Spirit share.

The filing shows Kadish’s indirect holdings in the Ronald T. Kadish Trust & Cynthia S. Kadish Trust and his direct holdings in Spirit common stock going to zero as a result of this share-for-share conversion. Restricted stock awards held by non‑employee directors were also canceled and converted into the right to receive Boeing shares using the same 0.1955 exchange ratio, 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^*

Kadish Ronald T

(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		25,563	D	(1)	0	I	Ronald T. Kadish Trust & Cynthia S. Kadish Trust
Class A Common Stock	12/08/2025		D		18,454	D	(1)	7,414	D
Class A Common Stock	12/08/2025		D		7,414	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 transaction does this Form 4 report for SPR?

It reports that a director of Spirit AeroSystems Holdings, Inc. (SPR) had all of his Class A common shares and restricted stock automatically canceled and converted into the right to receive Boeing common stock in connection with Spirit’s merger with Boeing and Sphere Acquisition Corp.

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

Each share of Spirit AeroSystems Class A common stock was converted into the right to receive 0.1955 shares of Boeing common stock, as specified in the Merger Agreement.

How were the director’s Spirit AeroSystems restricted stock awards treated?

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

Did the reporting person retain any Spirit AeroSystems shares after the merger conversion?

No. After the December 8, 2025 transactions, the Form 4 shows the director’s direct and indirect holdings of Spirit AeroSystems Class A common stock as zero, reflecting the cancellation and conversion into rights to receive Boeing shares.

Which agreements governed the Spirit AeroSystems and Boeing share conversion?

The conversion was carried out under the Agreement and Plan of Merger among Spirit AeroSystems Holdings, Inc., The Boeing Company and Sphere Acquisition Corp., dated June 30, 2024.

Does this filing indicate an open market sale of SPR shares?

No. The disposition code reflects that the director’s Spirit AeroSystems shares and restricted stock were canceled and converted into the right to receive Boeing common stock pursuant to the Merger Agreement, rather than an open market sale.