---
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"
generated_at: "2026-05-16T13:56:20.206832+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001104659-25-119096
- form_type: 8-K
- cik: 0001364885
- company_name: Spirit AeroSystems Holdings, Inc.
- filed_at: 2025-12-08T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-119096
- JSON: https://secwatch.observer/filing/0001104659-25-119096.json
- Plain text: https://secwatch.observer/filing/0001104659-25-119096.txt

## 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_url: https://www.sec.gov/Archives/edgar/data/1364885/000110465925119096/0001104659-25-119096-index.htm
- 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_url: https://www.sec.gov/Archives/edgar/data/1364885/000110465925119096/0001104659-25-119096-index.htm
- claim_id: 2aa52f29fdb87d41ce13d1a23ad533921c4db65d
  claim: Spirit AeroSystems Holdings, Inc. completed a disposition involving Composites Technology Research Malaysia Sdn. Bhd. for nominal consideration of $1.00 (closed 2025-12-08).
  evidence_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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1364885/000110465925119096/0001104659-25-119096-index.htm
- claim_id: 443cc35947bdab06d96221502647c080927fd3b8
  claim: 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).
  evidence_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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1364885/000110465925119096/0001104659-25-119096-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.