[SCHEDULE 13G/A] Spirit Aerosystems Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Hill City Capital and affiliated entities disclosed ownership of 3,949,299 shares of Spirit AeroSystems Class A common stock, equal to 3.37% of the class based on 117,419,234 shares outstanding as of July 18, 2025. The holdings are reported as shared voting and dispositive power with no sole voting or dispositive power. The filing identifies the reporting persons as Hill City Capital Master Fund LP (Cayman), Hill City Capital GP LLC (Delaware), Hill City Capital LP (Delaware), Hill City GP LLC (Delaware) and Herbert Frazier (U.S.). The reporting persons certify the securities were not acquired to change or influence control of the issuer.

Insights

Financial Analyst

TL;DR: Reported 3.37% stake is below 5% and is presented as non-control, so it is a disclosure of a modest, likely passive position.

The filing shows the group holds 3,949,299 Class A shares, representing 3.37% of Class A outstanding (117,419,234 shares). Shared voting and dispositive power are disclosed and sole power is zero, indicating coordinated ownership through related entities rather than individual control. Because the group certifies the position was not acquired to change control and the stake is under 5%, this disclosure is material for transparency but not likely to drive governance changes or require immediate strategic adjustments by investors.

Corporate Governance Expert

TL;DR: Related entities and an individual filed jointly; shared voting power exists but the stake does not indicate control.

The filing identifies multiple related reporting persons and a managing member, with shared voting/dispositive power over 3,949,299 shares. Joint filing and attached agreement (Exhibit 1 referenced) reflect coordinated reporting. The certification that the holdings were not acquired to influence control reduces immediate governance concerns. Investors should note the position size and the presence of shared voting power, but the filing itself does not allege any activist intent or control-seeking activity.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Spirit AeroSystems Holdings, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

848574109

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 848574109

1

Names of Reporting Persons

Hill City Capital Master Fund LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,949,299.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,949,299.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,949,299.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.37 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: Based on 117,419,234 shares of Class A Common Stock, par value $0.01 per share ("Class A Shares"), outstanding as of July 18, 2025, as reported in the Issuer's quarterly report filed with the Securities and Exchange Commission on August 5, 2025.

SCHEDULE 13G

CUSIP No. 848574109

1

Names of Reporting Persons

Hill City Capital GP LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,949,299.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,949,299.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,949,299.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.37 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Based on 117,419,234 shares of Class A Shares, outstanding as of July 18, 2025, as reported in the Issuer's quarterly report filed with the Securities and Exchange Commission on August 5, 2025.

SCHEDULE 13G

CUSIP No. 848574109

1

Names of Reporting Persons

Hill City Capital LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,949,299.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,949,299.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,949,299.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.37 %

12

Type of Reporting Person (See Instructions)

PN, IA

Comment for Type of Reporting Person: Based on 117,419,234 Class A Shares, outstanding as of July 18, 2025, as reported in the Issuer's quarterly report filed with the Securities and Exchange Commission on August 5, 2025.

SCHEDULE 13G

CUSIP No. 848574109

1

Names of Reporting Persons

Hill City GP LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,949,299.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,949,299.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,949,299.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.37 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Based on 117,419,234 Class A Shares, outstanding as of July 18, 2025, as reported in the Issuer's quarterly report filed with the Securities and Exchange Commission on August 5, 2025.

SCHEDULE 13G

CUSIP No. 848574109

1

Names of Reporting Persons

Herbert Frazier

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,949,299.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,949,299.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,949,299.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.37 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Based on 117,419,234 Class A Shares, outstanding as of July 18, 2025, as reported in the Issuer's quarterly report filed with the Securities and Exchange Commission on August 5, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Spirit AeroSystems Holdings, Inc.
(b)	Address of issuer's principal executive offices: 3801 South Oliver, Wichita, KS 67210
Item 2.
(a)	Name of person filing: This Schedule 13G is being filed by Hill City Capital Master Fund LP (the "Fund"); Hill City Capital GP LLC (the "General Partner"), which serves as the general partner of the Fund; Hill City Capital LP (the "Investment Manager"), which serves as investment manager of the Fund; Hill City GP LLC (the "Investment Manager GP"), which serves as the general partner of the Investment Manager; and Herbert Frazier, who serves as managing member of the General Partner and the Investment Manager GP (each of whom may be referred to herein as a "Reporting Person" and collectively as the "Reporting Persons"). The Reporting Persons are making this single, joint filing and the agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 1.
(b)	Address or principal business office or, if none, residence: The principal business address of the Fund is c/o Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009. The principal business address of the General Partner, the Investment Manager, the Investment Manager GP and Mr. Frazier is 121 High St, 3rd Floor, Boston, Massachusetts 02110.
(c)	Citizenship: The Fund is a Cayman Islands exempted limited partnership; each of the General Partner and the Investment Manager GP is a Delaware limited liability company; the Investment Manager is a Delaware limited partnership; and Mr. Frazier is a citizen of the United States.
(d)	Title of class of securities: Class A Common Stock
(e)	CUSIP No.: 848574109
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See Item 9 of each cover page.
(b)	Percent of class: See Item 11 of each cover page.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 of each cover page.
	(ii) Shared power to vote or to direct the vote: See Item 6 of each cover page.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 of each cover page.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 of each cover page.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Hill City Capital Master Fund LP

Signature:	/s/ Herbert Frazier
Name/Title:	Herbert Frazier, Managing Member of Hill City Capital GP LLC, its General Partner
Date:	08/14/2025

Hill City Capital GP LLC

Signature:	/s/ Herbert Frazier
Name/Title:	Herbert Frazier, Managing Member
Date:	08/14/2025

Hill City Capital LP

Signature:	/s/ Herbert Frazier
Name/Title:	Herbert Frazier, Managing Member of Hill City GP LLC, its General Partner
Date:	08/14/2025

Hill City GP LLC

Signature:	/s/ Herbert Frazier
Name/Title:	Herbert Frazier, Managing Member
Date:	08/14/2025

Herbert Frazier

Signature:	/s/ Herbert Frazier
Name/Title:	Herbert Frazier
Date:	08/14/2025

FAQ

How many SPR shares does Hill City Capital report owning?

The filing reports ownership of 3,949,299 Class A shares of Spirit AeroSystems.

What percentage of Spirit AeroSystems (SPR) does this represent?

The reported shares represent 3.37% of the Class A shares outstanding based on 117,419,234 shares.

Which entities filed the Schedule 13G/A for SPR?

The filing was made jointly by Hill City Capital Master Fund LP, Hill City Capital GP LLC, Hill City Capital LP, Hill City GP LLC and Herbert Frazier.

Does the filing indicate an intent to influence control of Spirit AeroSystems?

No. The reporting persons certify the securities were not acquired and are not held to change or influence control of the issuer.

What voting and dispositive powers are reported?

The filing discloses 0 shares with sole voting/dispositive power and 3,949,299 shares with shared voting and shared dispositive power.

Where is Spirit AeroSystems' principal executive office listed in the filing?

The issuer's principal executive office is listed as 3801 South Oliver, Wichita, KS 67210.