Form 4: Spirit AeroSystems Director Converts Shares in Boeing Merger

Spirit AeroSystems director Stephen Cambone converted his Class A Common Stock, restricted shares, and restricted stock units into Boeing common stock as part of the merger agreement.

Summary

• Director Stephen Cambone reported changes in beneficial ownership of Spirit AeroSystems Holdings, Inc. securities.
• The transactions occurred on December 8, 2025, pursuant to the Agreement and Plan of Merger with The Boeing Company and Sphere Acquisition Corp., dated June 30, 2024.
• Each share of Spirit AeroSystems Class A Common Stock was automatically canceled and converted into 0.1955 shares of Boeing common stock.
• Outstanding restricted shares (RSAs) and restricted stock units (RSUs) held by non-employee directors were also canceled and converted into Boeing common stock at the same exchange ratio.
• Cambone disposed of 23,912 Class A Common Stock shares, 7,009 restricted Class A Common Stock shares, and 1,356 Restricted Stock Units.
• Following these transactions, Cambone's direct beneficial ownership of Spirit AeroSystems securities is 0.

Sentiment

Score: 7

Explanation: This Form 4 reports the expected conversion of Spirit AeroSystems shares into Boeing shares as part of a pre-announced merger. It's a procedural filing confirming the execution of a strategic event, rather than revealing new positive or negative operational performance. For Spirit AeroSystems shareholders, it represents the finalization of the acquisition.

Positives

• The merger with Boeing provides a clear exit strategy and valuation for Spirit AeroSystems shareholders.
• The conversion into Boeing stock offers continued equity participation in a larger aerospace entity.

Negatives

• Spirit AeroSystems Class A Common Stock and RSUs are canceled, indicating the cessation of Spirit AeroSystems as an independent publicly traded entity.
• The reporting person's beneficial ownership of Spirit AeroSystems securities is now 0, reflecting the completion of the merger.
• The reporting person is no longer subject to Section 16, signifying the end of their insider status with Spirit AeroSystems.

Future Outlook

The filing indicates the completion of the merger between Spirit AeroSystems and Boeing, with Spirit AeroSystems shares being converted into Boeing common stock. This suggests Spirit AeroSystems will no longer operate as an independent public entity.

Industry Context

This transaction is a direct result of the acquisition of Spirit AeroSystems by The Boeing Company, representing a significant consolidation event in the aerospace manufacturing sector. It reflects Boeing's strategy to re-integrate a key supplier, potentially to gain more control over its supply chain and production quality.

Comparison to Industry Standards

• Mergers and acquisitions are common in the aerospace industry for consolidation, supply chain control, or market expansion.
• The exchange ratio of 0.1955 Boeing shares per Spirit AeroSystems share reflects the agreed-upon valuation for the acquisition, which would have been determined through negotiations considering market conditions, financial performance, and strategic fit.
• Similar transactions include past consolidations where major OEMs acquired key suppliers to streamline operations or secure critical technologies, such as UTC's acquisition of Rockwell Collins.

Management Changes

Stakeholder Impact

• Shareholders: Spirit AeroSystems shareholders receive Boeing common stock, effectively becoming Boeing shareholders.
• Employees: While not explicitly stated, mergers often lead to organizational restructuring and potential changes for employees.
• Customers/Suppliers: The merger could impact relationships and contracts, particularly for Boeing's other suppliers and Spirit AeroSystems' non-Boeing customers.

Next Steps

• Spirit AeroSystems will cease to be an independent publicly traded company.
• Shareholders of Spirit AeroSystems will hold shares of The Boeing Company.

Key Dates

Keywords

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