Form 4: Spirit AeroSystems CEO Converts Shares to Boeing Stock Post-Merger

Spirit AeroSystems President and CEO Patrick M. Shanahan's shares and restricted stock units will convert to Boeing common stock on December 8, 2025, following the merger agreement.

Summary

• Patrick M. Shanahan, President and CEO, and Director of Spirit AeroSystems Holdings, Inc. (SPR), reported a change in beneficial ownership.
• On December 8, 2025, 358,787 shares of Spirit Class A Common Stock held by Mr. Shanahan will be disposed of and converted into Boeing common stock.
• This conversion is pursuant to an Agreement and Plan of Merger dated June 30, 2024, among Spirit AeroSystems, The Boeing Company (Boeing), and Sphere Acquisition Corp.
• Each Spirit Class A Common Stock share will be automatically canceled and converted into the right to receive 0.1955 shares of Boeing common stock (the Exchange Ratio).
• Additionally, 164,726 Spirit Restricted Stock Units (RSUs) held by Mr. Shanahan will be converted into Boeing RSUs on the same date.
• The number of shares of Boeing common stock subject to each new Boeing RSU will be the product of the original Spirit RSU shares multiplied by the 0.1955 Exchange Ratio, rounded to the nearest whole number.
• Any accrued but unpaid dividend equivalents on Spirit RSUs will be assumed by Boeing, and the Boeing RSUs will retain the same vesting terms and conditions as the original Spirit RSUs.
• Following these transactions, Mr. Shanahan will beneficially own 0 shares of Spirit Class A Common Stock and 0 Spirit Restricted Stock Units.

Sentiment

Score: 7

Explanation: The filing reports a pre-determined transaction related to a merger, which is an expected corporate event. For the reporting person, it represents the conversion of their equity in Spirit AeroSystems into equity in The Boeing Company, a major aerospace firm, which can be seen as a stable outcome following an acquisition.

Positives

• The merger provides a clear path for Spirit AeroSystems shareholders, including the reporting person, to transition their holdings into Boeing stock, integrating into a larger, established aerospace entity.
• Existing Restricted Stock Unit holders will have their equity awards converted into Boeing RSUs, maintaining their long-term incentive structure within the acquiring company.

Negatives

• Spirit AeroSystems Class A Common Stock will be canceled, signifying the end of the company as an independent publicly traded entity.
• Shareholders will no longer have direct ownership in Spirit AeroSystems following the merger.

Future Outlook

The filing indicates the future integration of Spirit AeroSystems into The Boeing Company, with all Spirit equity securities converting to Boeing equity on December 8, 2025, as per the merger agreement. This signifies the end of Spirit AeroSystems as an independent publicly traded entity.

Industry Context

This transaction reflects a significant consolidation within the aerospace manufacturing sector, specifically impacting the supply chain for major aircraft manufacturers. The integration of Spirit AeroSystems, a key supplier of aerostructures, into Boeing suggests a strategic move by Boeing to gain greater control over its supply chain, potentially aiming for improved efficiency, quality control, and cost management. This could set a precedent or influence other supplier relationships in the industry.

Comparison to Industry Standards

• The exchange ratio of 0.1955 shares of Boeing common stock for each Spirit AeroSystems share is a specific valuation determined by the merger agreement. Without the full merger agreement details or market prices at the time of the agreement, a direct comparison to industry-standard merger premiums or similar transactions (e.g., UTC acquisition of Rockwell Collins, Raytheon merger with United Technologies) is not fully possible from this Form 4 alone. However, such an exchange ratio is typical for stock-for-stock mergers, reflecting the agreed-upon relative valuations of the two companies.

Stakeholder Impact

• Shareholders: Spirit AeroSystems shareholders will become Boeing shareholders, losing direct ownership in Spirit.
• Employees: Employees holding Spirit RSUs will have them converted to Boeing RSUs, maintaining their equity incentives within the new structure. The broader impact on Spirit employees (e.g., job roles, reporting structures) is not detailed in this filing but is implied by a merger.
• Customers/Suppliers: The merger of a key supplier (Spirit) into a major customer (Boeing) will significantly alter the dynamics of their relationship and potentially impact other suppliers in the aerospace industry.

Next Steps

• Completion of the merger between Spirit AeroSystems and The Boeing Company on December 8, 2025.
• Automatic conversion of Spirit Class A Common Stock into Boeing common stock at an exchange ratio of 0.1955.
• Automatic conversion of Spirit Restricted Stock Units into Boeing Restricted Stock Units, maintaining original vesting terms.

Key Dates

Keywords

Spirit AeroSystems, Boeing, Merger, Acquisition, Form 4, Insider Transaction, Stock Conversion, Restricted Stock Units, SPR, BA