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

Spirit AeroSystems SVP, Chief Procurement Officer Kailash Krishnaswamy converted his Class A Common Stock and Restricted Stock Units into Boeing shares and RSUs following the merger.

Summary

• Kailash Krishnaswamy, SVP, Chief Procurement Officer of Spirit AeroSystems Holdings, Inc. (SPR), reported changes in beneficial ownership.
• On December 8, 2025, Spirit AeroSystems completed its merger with The Boeing Company, as per the Agreement and Plan of Merger dated June 30, 2024.
• Each share of Spirit AeroSystems Class A Common Stock was automatically converted into the right to receive 0.1955 shares of Boeing common stock (the Exchange Ratio).
• Mr. Krishnaswamy disposed of 28,864 shares of Spirit AeroSystems Class A Common Stock, which were converted into Boeing common stock.
• His outstanding 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 of the original Spirit RSU share count multiplied by the 0.1955 Exchange Ratio, rounded to the nearest whole number.
• Mr. Krishnaswamy's 24,182 Spirit AeroSystems RSUs were converted into Boeing RSUs.
• Accrued but unpaid dividend equivalents on Spirit RSUs were assumed and became an obligation with respect to the applicable Boeing RSUs.
• The Boeing RSUs continue to be governed by the same terms and conditions, including vesting terms, as the original Spirit AeroSystems RSUs.

Sentiment

Score: 5

Explanation: Neutral, as this Form 4 reports a mandatory, expected transaction resulting from a completed merger, rather than new operational performance or strategic initiatives.

Positives

• The successful completion of the merger provides Spirit AeroSystems shareholders with shares in The Boeing Company.
• The conversion of equity ensures continuity of investment for the reporting person within the new corporate structure.

Negatives

• Spirit AeroSystems Holdings, Inc. ceased to exist as an independent publicly traded entity following the merger.

Risks

• No specific risks related to the company's operations or future outlook are detailed in this Form 4, which reports a completed transaction.

Future Outlook

Following the merger, Spirit AeroSystems Holdings, Inc. is no longer an independent entity, and its former equity holders now hold interests in The Boeing Company. The converted Boeing RSUs will continue to vest under their original terms.

Industry Context

This filing confirms the completion of a significant consolidation event in the aerospace manufacturing sector, where a major supplier, Spirit AeroSystems, has been acquired by one of its primary customers, The Boeing Company. This integration is expected to streamline supply chains and potentially impact competitive dynamics within the industry.

Corporate Governance

Related Party Transactions

• The merger itself represents a significant transaction between Spirit AeroSystems and The Boeing Company, which was a major customer and now the parent entity.

Stakeholder Impact

• Shareholders of Spirit AeroSystems received shares of The Boeing Company, altering their investment portfolio.
• Employees holding Spirit AeroSystems equity (like the reporting person) had their holdings converted into Boeing equity, maintaining their incentive alignment within the new structure.

Next Steps

• The converted Boeing RSUs will continue to vest according to their original terms and conditions.

Key Dates

Keywords

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