8-K filed December 8, 2025, 6:59 PM ET CIK 0001364885

M&A confidence high sentiment neutral materiality 1.00

Boeing completes acquisition of Spirit AeroSystems; stock to delist, board resigns

Spirit AeroSystems Holdings, Inc.

Merger effective Dec 8: each Spirit share converted into 0.1955 Boeing shares; Spirit now wholly owned by Boeing.
Spirit common stock to be delisted from NYSE; Form 25 to be filed Dec 8, followed by Form 15 to terminate reporting.
All Spirit directors resigned at Effective Time; Spirit now a direct wholly owned subsidiary of Boeing.
Spirit repaid all Bridge Credit Agreement and Term Loan debt; redeemed 9.375% 2029 and 9.750% 2030 notes.
Boeing press release states ~15,000 teammates join Boeing; Spirit Defense established as independent subsidiary.

item 1.01 item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 7.01 item 9.01

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company_name: Spirit AeroSystems Holdings, Inc.
filed_at: 2025-12-08T23:59:59+00:00
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Source-grounded claims

3f784a16aeefa6cb27f05d79207bae3dbb9f5d72

Spirit AeroSystems Holdings, Inc.: Certificate of incorporation amended and restated in connection with merger.

the certificate of incorporation and bylaws of Spirit were amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

93d004911bfc85e052eebbc6cc7ae4177418a23a

Spirit AeroSystems Holdings, Inc.: Bylaws amended and restated in their entirety in connection with merger.

the certificate of incorporation and bylaws of Spirit were amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

2aa52f29fdb87d41ce13d1a23ad533921c4db65d

Spirit AeroSystems Holdings, Inc. completed a disposition involving Composites Technology Research Malaysia Sdn. Bhd. for nominal consideration of $1.00 (closed 2025-12-08).

In accordance with the terms of the SAPA, on December 8, 2025, Airbus SE and its affiliates acquired the Spirit Airbus Business, except for certain assets primarily related to the Airbus SE work packages operated in Spirit’s facilities in Subang, Malaysia, which were, in accordance with the terms of the Share Purchase Agreement, acquired by CTRM, and cash in the amount of $621,157,968.71, for nominal consideration of $1.00, subject to working capital and other purchase price adjustments.

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

443cc35947bdab06d96221502647c080927fd3b8

Spirit AeroSystems Holdings, Inc. completed a disposition involving Airbus SE for nominal consideration of $1.00, subject to working capital and other purchase price adjustments (closed 2025-12-08).

In accordance with the terms of the SAPA, on December 8, 2025, Airbus SE and its affiliates acquired the Spirit Airbus Business, except for certain assets primarily related to the Airbus SE work packages operated in Spirit’s facilities in Subang, Malaysia, which were, in accordance with the terms of the Share Purchase Agreement, acquired by CTRM, and cash in the amount of $621,157,968.71, for nominal consideration of $1.00, subject to working capital and other purchase price adjustments.

SEC 8-K Item 2.01/5.01 confidence 0.95 SEC evidence

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the certificate of incorporation and bylaws of Spirit were amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2

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the certificate of incorporation and bylaws of Spirit were amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2

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the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1

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In accordance with the terms of the SAPA, on December 8, 2025, Airbus SE and its affiliates acquired the Spirit Airbus Business, except for certain assets primarily related to the Airbus SE work packages operated in Spirit’s facilities in Subang, Malaysia, which were, in accordance with the terms of the Share Purchase Agreement, acquired by CTRM, and cash in the amount of $621,157,968.71, for nominal consideration of $1.00, subject to working capital and other purchase price adjustments.

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In accordance with the terms of the SAPA, on December 8, 2025, Airbus SE and its affiliates acquired the Spirit Airbus Business, except for certain assets primarily related to the Airbus SE work packages operated in Spirit’s facilities in Subang, Malaysia, which were, in accordance with the terms of the Share Purchase Agreement, acquired by CTRM, and cash in the amount of $621,157,968.71, for nominal consideration of $1.00, subject to working capital and other purchase price adjustments.

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