{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-25-119096","form_type":"8-K","ticker":null,"cik":"0001364885","company_name":"Spirit AeroSystems Holdings, Inc.","filed_at":"2025-12-08T23:59:59+00:00","discovered_at":"2026-05-14T18:02:39.233761+00:00","generated_at":"2026-05-16T13:56:20.206832+00:00","sec_items":["1.01","1.02","2.01","3.01","3.03","5.01","5.02","5.03","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Boeing completes acquisition of Spirit AeroSystems; stock to delist, board resigns","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-25-119096","json":"https://secwatch.observer/filing/0001104659-25-119096.json","markdown":"https://secwatch.observer/filing/0001104659-25-119096.md","text":"https://secwatch.observer/filing/0001104659-25-119096.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1364885/000110465925119096/0001104659-25-119096-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1364885/000110465925119096/tm2532915d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T13:56:20.206832+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"3f784a16aeefa6cb27f05d79207bae3dbb9f5d72","claim":"Spirit AeroSystems Holdings, Inc.: Certificate of incorporation amended and restated in connection with merger.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1364885/000110465925119096/0001104659-25-119096-index.htm","confidence":0.9},{"claim_id":"93d004911bfc85e052eebbc6cc7ae4177418a23a","claim":"Spirit AeroSystems Holdings, Inc.: Bylaws amended and restated in their entirety in connection with merger.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1364885/000110465925119096/0001104659-25-119096-index.htm","confidence":0.9},{"claim_id":"2aa52f29fdb87d41ce13d1a23ad533921c4db65d","claim":"Spirit AeroSystems Holdings, Inc. completed a disposition involving Composites Technology Research Malaysia Sdn. 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renames to ChronoScale Corp.","event_type":"m_and_a","sec_items":["1.01","2.01","2.02","3.02","3.03","4.01","5.01","5.02","5.03","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 1.01, 2.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-021330","json":"https://secwatch.observer/filing/0001493152-26-021330.json","markdown":"https://secwatch.observer/filing/0001493152-26-021330.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1549084/000149315226021330/0001493152-26-021330-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1549084/000149315226021330/form8-ka.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1364885/000110465925119096/0001104659-25-119096-index.htm","comparable_excerpt":"on May 1, 2026, the Company filed the Second Amended and Restated Articles of Incorporation (the “A&R Articles”) with the Secretary of State of the State of Nevada with a delayed effective date and time of 3:00 a.m. (Eastern Time) on May 5, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1549084/000149315226021330/0001493152-26-021330-index.htm"}},{"accession":"0001104659-26-054519","ticker":"UHG","company_name":"United Homes Group, Inc.","filed_at":"2026-05-04T23:59:59+00:00","headline":"Stanley Martin completes $221M all-cash acquisition of United Homes at $1.18/share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.02","3.03","5.03","5.01","5.02","8.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-054519","json":"https://secwatch.observer/filing/0001104659-26-054519.json","markdown":"https://secwatch.observer/filing/0001104659-26-054519.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1830188/000110465926054519/0001104659-26-054519-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1830188/000110465926054519/tm2613353d1_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1364885/000110465925119096/0001104659-25-119096-index.htm","comparable_excerpt":"Effective upon completion of the Merger, the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated to be in the form of the bylaws filed herewith as Exhibit 3.2.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1830188/000110465926054519/0001104659-26-054519-index.htm"}},{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus","event_type":"m_and_a","sec_items":["1.01","3.02","2.01","2.03","3.03","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.03, 5.02, 5.03, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1364885/000110465925119096/0001104659-25-119096-index.htm","comparable_excerpt":"of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm"}},{"accession":"0001193125-26-251741","ticker":"NVRI","company_name":"ENVIRI Corp","filed_at":"2026-06-01T21:15:54+00:00","headline":"Enviri completes sale of Clean Earth to Veolia for $3.04B; 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At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm"}},{"accession":"0001104659-26-057278","ticker":"CTRA","company_name":"Coterra Energy Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Coterra Energy completes merger with Devon; shares converted at 0.70x ratio","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057278","json":"https://secwatch.observer/filing/0001104659-26-057278.json","markdown":"https://secwatch.observer/filing/0001104659-26-057278.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/tm2613882d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1364885/000110465925119096/0001104659-25-119096-index.htm","comparable_excerpt":"ith Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}