Spirit Aerosys SEC Filings

Spirit AeroSystems Holdings, Inc. (SPR) executive reports equity conversion tied to Boeing merger. On December 8, 2025, each share of Spirit Class A common stock held by the reporting officer was automatically canceled and converted into the right to receive Boeing common stock at a fixed 0.1955-for-1 exchange ratio under the previously signed merger agreement with The Boeing Company and Sphere Acquisition Corp.

The filing shows the officer disposed of 31,585 shares of Spirit Class A common stock, leaving 0 shares beneficially owned in Spirit after the transaction. In addition, 30,642 restricted stock units (RSUs) tied to Spirit stock were converted into RSUs denominated in Boeing common stock, using the same 0.1955 exchange ratio and preserving the original vesting and other terms. Any unpaid dividend equivalents attached to the Spirit RSUs were also carried over to the new Boeing RSUs.

Spirit AeroSystems Holdings, Inc. has completed its sale to The Boeing Company and related divestitures. On December 8, 2025, Boeing’s subsidiary merged with Spirit, making Spirit a direct wholly owned subsidiary of Boeing. Each share of Spirit Class A common stock was converted into the right to receive 0.1955 shares of Boeing common stock.

Concurrently, Airbus SE and its affiliates acquired the Spirit Airbus Business, while Composites Technology Research Malaysia Sdn. Bhd. acquired certain Malaysia operations and cash of $621,157,968.71 for nominal consideration of $1.00, subject to purchase price adjustments. Spirit repaid in full its bridge and term loan credit agreements, will redeem its 9.375% senior secured first lien notes due 2029 and 9.750% senior secured second lien notes due 2030, and obtained Boeing guarantees on its 3.850% senior notes due 2026 and 4.600% senior notes due 2028.

Spirit has requested that the New York Stock Exchange delist its common stock via a Form 25 filing and intends to file a Form 15 to terminate registration and suspend periodic reporting obligations. All prior Spirit directors ceased service at the merger closing, and Spirit’s charter and bylaws were amended and restated in line with its new wholly owned status.

Spirit AeroSystems Holdings, Inc. senior vice president for Wichita & Tulsa operations reported routine equity activity involving restricted stock units. On 11/26/2025, 572 restricted stock units vested early and converted into 572 shares of Class A common stock in connection with the executive’s retirement eligibility. The company notes that restricted stock units convert into common stock on a one-for-one basis.

On the same date, 572 shares of Class A common stock were withheld at a price of $36.13 per share to cover taxes tied to this early vesting. After these transactions, the executive directly beneficially owned 30,580 shares of Class A common stock and 26,453 restricted stock units.

Spirit AeroSystems Holdings, Inc. (SPR) reports an update on a stockholder lawsuit in the Delaware Court of Chancery and related stockholder notice requirements. A putative class action previously brought against the company and its directors has been voluntarily dismissed with prejudice as to the named plaintiff, and without prejudice as to other putative class members, under a stipulation approved by the court. The court has retained jurisdiction solely to consider a motion by plaintiff’s counsel for an award of attorneys’ fees and expenses, with a telephonic hearing scheduled for 11 a.m. ET on December 10, 2025. The court also ordered that notice be provided to Spirit stockholders regarding their rights in connection with the action and the fee request. Spirit is furnishing the approved stockholder rights notice as Exhibit 99.1 to this Form 8-K.

Balyasny Asset Management filed an amended Schedule 13G reporting a passive stake in Spirit AeroSystems Holdings, Inc. (SPR) of 6,505,583 shares, representing 5.54% of the class.

The filing lists sole voting and dispositive power over the same 6,505,583 shares, with no shared power. The percentage is based on 117,419,234 shares outstanding as of July 18, 2025, as referenced from the issuer’s Form 10‑Q. The certification states the securities were acquired and are held in the ordinary course and not to change or influence control.

Spirit AeroSystems (SPR) furnished an update on its financial reporting. The company announced it issued a press release covering results for the nine‑month period ended October 2, 2025, and furnished it as Exhibit 99.1 under Item 2.02. The information is provided as “furnished,” not “filed,” which means it is not subject to Section 18 liability and is not incorporated into other filings unless specifically referenced.

Spirit AeroSystems (SPR) reported wider losses and flagged substantial doubt about its ability to continue as a going concern. Q3 net revenue was $1,585.4 million, but operating loss widened to $646.5 million and net loss reached $724.3 million, or $6.16 per share. Year‑to‑date, the company recorded a $1,968.2 million net loss and used $750.4 million in operating cash. Cash and equivalents were $299.0 million, against total debt of $4,338.6 million, including $690.9 million due within a year.

Results reflect significant program pressures. The quarter included $599.6 million of unfavorable estimate changes, driven by $585.2 million of forward loss charges on key programs (notably B737, A350, A220, B787). Inventory and contract assets trends improved as deliveries increased, but liquidity remains strained. Spirit detailed its pending all‑stock merger with Boeing (expected in Q4 2025, subject to approvals and divestitures) and its agreement with Airbus to acquire the Airbus‑related business for nominal $1 with cash payments totaling $580.9, as well as a signed deal to sell its Malaysia unit to CTRM for $95.2. As of October 17, 2025, shares outstanding were 117,523,217.

Spirit AeroSystems (SPR) reported an amended Form 4 for its President and CEO, who is also a Director. The amendment corrects the number of Class A shares withheld to cover taxes upon RSU vesting on 09/30/2025 under code F. The correct number surrendered is 58,789 shares at $38.6 per share. Following the transaction, the executive beneficially owned 358,787 shares. The filing notes the original entry overstated the tax-withheld amount as 62,687 shares and has been corrected.

Spirit AeroSystems insider transactions by President & CEO Patrick M. Shanahan on 09/30/2025. The filing reports the acquisition of 152,895 restricted stock units (RSUs) that convert one-for-one into Class A common stock and a contemporaneous sale of 62,687 Class A shares at $38.60 per share. After the RSU grant the filing shows 417,576 shares beneficially owned, and after the sale 354,889 shares beneficially owned.

The filing discloses that the RSUs are part of a 495,662 RSU grant made on 09/30/2023 that vests in three annual installments beginning the first anniversary of the grant date. The form is signed by an attorney-in-fact for the reporting person.