Form 4: Spirit AeroSystems CFO Converts Shares in Boeing Merger

Spirit AeroSystems Holdings, Inc. EVP & CFO Irene M. Esteves converted all her Class A Common Stock and Restricted Stock Units into Boeing common stock following the merger.

Summary

• Irene M. Esteves, EVP & CFO and Director of Spirit AeroSystems Holdings, Inc., reported changes in her beneficial ownership.
• On December 8, 2025, pursuant to the Agreement and Plan of Merger dated June 30, 2024, between Spirit AeroSystems, The Boeing Company, and Sphere Acquisition Corp., her holdings were converted.
• Each share of Spirit Class A Common Stock was automatically canceled and converted into the right to receive 0.1955 shares of Boeing common stock.
• Esteves disposed of 41,849 shares of Spirit Class A Common Stock, resulting in 0 shares beneficially owned after the transaction.
• Her 65,010 Restricted Stock Units (RSUs) were also canceled, entitling her to receive Boeing common stock based on the 0.1955 exchange ratio.
• After the transaction, Esteves holds 0 derivative securities (RSUs) in Spirit AeroSystems.

Sentiment

Score: 7

Explanation: The filing reports the completion of a significant strategic transaction (merger) which, while marking the end of Spirit AeroSystems as an independent entity, provides a clear resolution for its shareholders and executives. The conversion into Boeing shares is a predefined outcome of the merger agreement, indicating a planned and executed corporate action rather than unexpected news.

Positives

• The merger provides a clear exit strategy for Spirit AeroSystems shareholders, converting their holdings into shares of a larger, more diversified aerospace company, The Boeing Company.
• The conversion of RSUs into Boeing stock ensures continuity of value for executive compensation tied to the merger.

Negatives

• Spirit AeroSystems Holdings, Inc. Class A Common Stock and RSUs are no longer directly held by the reporting person, indicating the cessation of Spirit as an independent entity for these securities.

Future Outlook

The completion of the merger indicates that Spirit AeroSystems, as an independent publicly traded entity, has ceased to exist for the purpose of these securities. The future outlook for former Spirit shareholders is now tied to Boeing's performance.

Management Comments

• 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).
• On December 8, 2025, pursuant to the Agreement and Plan of Merger... each outstanding RSU held by a non-employee director of the issuer was automatically canceled, and the holder thereof became entitled to receive... a number of shares of Boeing common stock equal to the Exchage Ratio multiplied by the number of Shares subject to such RSU immediately prior to the Effective Time.

Industry Context

This filing confirms a significant consolidation event in the aerospace manufacturing sector, where a major supplier (Spirit AeroSystems) is being re-integrated into one of its primary customers (Boeing). This move aims to streamline supply chains, enhance quality control, and potentially mitigate production risks for Boeing, which has faced challenges with its supply chain and aircraft production in recent years.

Related Party Transactions

• The merger itself is a significant transaction between Spirit AeroSystems and Boeing, which could be considered a related party transaction given their long-standing supplier-customer relationship. The Form 4 specifically details the conversion of an insider's holdings as a result of this merger.

Stakeholder Impact

• Shareholders: Spirit AeroSystems shareholders have their shares converted into Boeing stock, effectively becoming Boeing shareholders.
• Employees: Spirit AeroSystems employees will become part of The Boeing Company, subject to integration plans.
• Customers: Boeing, as a primary customer, gains direct control over a key part of its supply chain. Other customers of Spirit AeroSystems may be impacted by the change in ownership.

Next Steps

• Former Spirit AeroSystems shareholders will now hold shares in The Boeing Company.
• The integration of Spirit AeroSystems' operations into Boeing will proceed as per the merger agreement.

Key Dates

Keywords

Spirit AeroSystems, Boeing, Merger, Form 4, Insider Transaction, Stock Conversion, Restricted Stock Units, SPR, Aerospace, Executive Compensation