Form 4: Spirit AeroSystems Executive's Shares Convert in Boeing Merger

Spirit AeroSystems VP David Myers' equity holdings converted into Boeing shares and RSUs following the merger agreement.

Summary

• David E. Myers, VP, General Counsel & Corporate Secretary of Spirit AeroSystems Holdings, Inc. (SPR), reported changes in beneficial ownership.
• On December 8, 2025, SPR merged with The Boeing Company (Boeing) under an Agreement and Plan of Merger dated June 30, 2024.
• Each SPR Class A Common Stock share was automatically canceled and converted into 0.1955 shares of Boeing common stock (the Exchange Ratio).
• Myers disposed of 4,305 shares of SPR Class A Common Stock.
• His 12,464 Spirit AeroSystems Restricted Stock Units (RSUs) were automatically converted into Boeing RSUs.
• The number of shares of Boeing common stock subject to each Boeing RSU is the product (rounded to the nearest whole number) of the original SPR RSU shares multiplied by the 0.1955 Exchange Ratio.
• The Boeing RSUs continue to be governed by the same terms and conditions, including vesting, as the original SPR RSUs.
• Following the transaction, Myers beneficially owns 0 shares of SPR Class A Common Stock and 0 SPR derivative securities.

Sentiment

Score: 7

Explanation: The filing reports the expected completion of a merger, which is a significant corporate event. For the reporting person, it represents a conversion of equity into the acquiring company's stock, maintaining value and incentives. While it marks the end of Spirit AeroSystems as an independent entity, the transaction itself is a planned, neutral event from a reporting perspective, but generally positive for the acquired company's shareholders if the merger terms were favorable.

Positives

• The merger with Boeing provides a clear exit strategy for Spirit AeroSystems shareholders, converting their equity into shares of a larger, more stable entity.
• The conversion of Restricted Stock Units (RSUs) into Boeing RSUs ensures continuity of equity incentives for management post-merger, maintaining alignment with the new parent company's performance.

Negatives

• Spirit AeroSystems Class A Common Stock has been canceled, meaning SPR no longer exists as an independent publicly traded entity.
• Reporting person David E. Myers no longer holds direct beneficial ownership in Spirit AeroSystems.

Risks

• The value of the converted Boeing shares and RSUs is subject to the future performance and stock price fluctuations of The Boeing Company.
• Integration risks associated with the merger between Spirit AeroSystems and Boeing could impact the combined entity's operational efficiency and financial performance.

Future Outlook

The filing indicates the successful completion of the merger between Spirit AeroSystems and The Boeing Company, with all Spirit AeroSystems equity converting into Boeing equity. The future outlook for former Spirit AeroSystems shareholders and RSU holders is now tied directly to the performance of The Boeing Company.

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 Merger Agreement, each outstanding RSU of the issuer held by the reporting person was automatically converted into an RSU of Boeing denominated in shares of Boeing common stock (a Boeing RSU).
• Each such Boeing RSU continues to be governed by the same terms and conditions (including vesting terms) as were applicable to such issuer RSU immediately prior to the Effective Time.

Industry Context

This merger signifies a significant consolidation within the aerospace manufacturing sector, particularly impacting the supply chain for major aircraft manufacturers. Spirit AeroSystems was a key supplier, and its acquisition by Boeing aims to bring critical manufacturing capabilities in-house, potentially streamlining production and quality control for Boeing. This move reflects a broader trend of vertical integration or strategic acquisitions in industries facing supply chain challenges or seeking greater control over core components.

Comparison to Industry Standards

• The exchange ratio of 0.1955 Boeing shares for each Spirit AeroSystems share is a specific valuation determined by the merger agreement. Without the full merger agreement or market data at the time, a direct comparison to industry-standard merger premiums or valuations is not possible from this Form 4 alone.
• The conversion of RSUs into the acquiring company's RSUs with equivalent terms is a standard practice in mergers to maintain executive incentives and continuity. For example, similar RSU conversions occurred in the acquisition of Rockwell Collins by United Technologies (now Raytheon Technologies) and the acquisition of Orbital ATK by Northrop Grumman.

Stakeholder Impact

• Shareholders (Spirit AeroSystems): Their shares were converted into Boeing common stock, effectively making them Boeing shareholders.
• Employees (Spirit AeroSystems, including David E. Myers): Equity incentives (RSUs) were converted to Boeing RSUs, maintaining their long-term incentives within the new combined entity.
• Customers/Suppliers: The merger could lead to changes in supply chain dynamics and customer relationships as Spirit AeroSystems integrates into Boeing.

Next Steps

• Former Spirit AeroSystems shareholders now hold shares in The Boeing Company.
• Reporting person David E. Myers' compensation and incentives are now tied to Boeing's performance through the converted RSUs.

Key Dates

Recommendation

This Form 4 reports the expected conversion of shares and RSUs following a pre-announced merger. It does not provide new information that would alter an investment thesis on either Spirit AeroSystems (which no longer exists as an independent entity) or Boeing. For former SPR shareholders, their position has automatically converted to Boeing shares, so the recommendation would shift to a "hold" on the new Boeing position, pending further analysis of Boeing's fundamentals. For those not holding SPR, this filing is merely a procedural update on a completed transaction.

Keywords

Spirit AeroSystems, Boeing, Merger, Form 4, Beneficial Ownership, Restricted Stock Units, Equity Conversion, SPR, Executive Compensation