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

Spirit AeroSystems VP, Corporate Controller Damon Ward converted his company shares and restricted stock units into Boeing common stock and RSUs following the merger agreement.

Summary

• Damon Christopher Ward, VP, Corporate Controller of Spirit AeroSystems Holdings, Inc. (SPR), reported changes in his beneficial ownership.
• On December 8, 2025, 13,610 shares of Spirit AeroSystems Class A Common Stock were disposed of.
• These shares were automatically canceled and converted into the right to receive 0.1955 shares of The Boeing Company (Boeing) common stock per Spirit AeroSystems share, pursuant to the Merger Agreement dated June 30, 2024.
• Additionally, 11,683 Spirit AeroSystems Restricted Stock Units (RSUs) were disposed of.
• These RSUs were automatically converted into Boeing RSUs, with the number of Boeing shares subject to each RSU calculated by multiplying the original Spirit RSU shares by the 0.1955 Exchange Ratio, rounded to the nearest whole number.
• The converted Boeing RSUs retain the same terms and conditions, including vesting, as the original Spirit AeroSystems RSUs.
• Following these transactions, the reporting person beneficially owns 0 shares and 0 RSUs of Spirit AeroSystems.

Sentiment

Score: 7

Explanation: The filing reports the expected conversion of Spirit AeroSystems securities into Boeing securities following the merger, indicating the successful execution of a major corporate strategic event. This is a procedural filing confirming the completion of a pre-announced event.

Positives

• The completion of the merger with The Boeing Company indicates a successful strategic corporate action for Spirit AeroSystems.
• The reporting person's equity holdings are now aligned with the acquiring company, Boeing, through the conversion of shares and RSUs.

Negatives

• The disposition of all Spirit AeroSystems Class A Common Stock and Restricted Stock Units by the reporting person is a direct consequence of the company's acquisition by Boeing.

Future Outlook

The future outlook for Spirit AeroSystems is now integrated with The Boeing Company following the merger, with the reporting person's equity incentives aligned with Boeing's performance.

Industry Context

This transaction is a direct result of a significant merger in the aerospace manufacturing sector, where a major supplier (Spirit AeroSystems) has been acquired by a key customer (Boeing). This consolidation reflects ongoing strategic realignments within the industry, potentially aimed at supply chain integration and operational efficiencies.

Comparison to Industry Standards

• The conversion of Spirit AeroSystems shares and Restricted Stock Units into Boeing securities at a predetermined exchange ratio is a standard procedure for executive compensation and equity holdings during a corporate merger.
• The 0.1955 exchange ratio for Spirit AeroSystems Class A Common Stock into Boeing common stock is specific to the terms of the Merger Agreement dated June 30, 2024.
• The assumption of accrued but unpaid dividend equivalents and the continuation of original vesting terms for converted RSUs are common practices to ensure continuity of executive incentives post-merger.

Stakeholder Impact

• Shareholders: Spirit AeroSystems shareholders (including the reporting person) had their shares converted into Boeing common stock, aligning their investment with Boeing's performance.
• Employees: Employees holding Spirit AeroSystems RSUs had them converted into Boeing RSUs, maintaining their equity incentives within the new corporate structure.

Next Steps

• The reporting person will now hold Boeing RSUs subject to their original vesting terms.
• Spirit AeroSystems is now integrated into The Boeing Company.

Key Dates

Keywords

Spirit AeroSystems, Boeing, Merger, Form 4, Insider Transaction, Stock Conversion, Restricted Stock Units, Corporate Controller, SPR, M&A