Form 4: Spirit AeroSystems Director's RSU Conversion Post-Merger

A Spirit AeroSystems director's restricted stock units will convert into Boeing common stock on December 8, 2025, following a merger agreement.

Summary

• William Augustus Fitzgerald III, a director of Spirit AeroSystems Holdings, Inc. (SPR), reported a change in beneficial ownership.
• The transaction involves the automatic cancellation of 37,234 Restricted Stock Units (RSUs) held by Mr. Fitzgerald.
• This cancellation is pursuant to the Agreement and Plan of Merger dated June 30, 2024, between Spirit AeroSystems, The Boeing Company (Boeing), and Sphere Acquisition Corp.
• Upon cancellation on December 8, 2025, Mr. Fitzgerald will become entitled to receive a number of shares of Boeing common stock.
• The conversion ratio is 0.1955 shares of Boeing common stock for each RSU.
• The RSUs, once vested and payable, would have been settled in shares of Spirit AeroSystems Class A Common Stock on a one-for-one basis.
• The reporting person checked the box indicating they are no longer subject to Section 16 obligations, likely due to the impending merger.

Sentiment

Score: 5

Explanation: This is a neutral, mandatory reporting of an insider transaction resulting from a merger, with no inherent positive or negative sentiment beyond the implications of the merger itself.

Future Outlook

This filing details a future transaction (December 8, 2025) for a director's equity awards, which is a direct consequence of the previously announced merger agreement between Spirit AeroSystems and Boeing. It confirms the mechanics of how certain equity compensation will be handled post-merger for a non-employee director.

Industry Context

This transaction is a direct result of the ongoing consolidation and strategic realignments within the aerospace manufacturing sector, specifically the acquisition of Spirit AeroSystems by The Boeing Company. Such mergers often involve the conversion or cancellation of equity awards for executives and directors of the acquired entity, aligning their future compensation with the acquiring company's stock.

Related Party Transactions

• The transaction is a direct consequence of the Agreement and Plan of Merger between Spirit AeroSystems Holdings, Inc., The Boeing Company, and Sphere Acquisition Corp.

Stakeholder Impact

• Shareholders of Spirit AeroSystems are impacted by the overall merger, which this filing is a consequence of.
• The reporting person, as a director, will have their equity compensation converted from Spirit AeroSystems RSUs to Boeing common stock, aligning their interests with Boeing's future performance.

Key Dates

Keywords

Spirit AeroSystems, Boeing, Merger Agreement, Restricted Stock Units, Insider Transaction, Form 4, SPR, Beneficial Ownership