Spirit AeroSystems Files 8-K for Material Agreement

TL;DR

Spirit AeroSystems just filed an 8-K for a major deal. Big news incoming.

AI Summary

Spirit AeroSystems Holdings, Inc. filed an 8-K on August 8, 2025, reporting on a material definitive agreement. The filing indicates a significant event for the company, which is involved in the manufacturing of aircraft parts and auxiliary equipment.

Why It Matters

This filing signals a significant contractual development for Spirit AeroSystems, potentially impacting its operations, supply chain, and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or alter existing ones related to financial obligations, operational changes, or strategic direction.

Key Players & Entities

• Spirit AeroSystems Holdings, Inc. (company) — Registrant
• August 8, 2025 (date) — Date of earliest event reported
• 3801 South Oliver, Wichita, KS 67210 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — tered Class A Common Stock, par value $0.01 per share SPR New York Stock Exchan
• $95.2 million — be paid by Buyer in the Transaction is $95.2 million in cash, subject to specified adjustmen
• $7.0 million — to pay the Sellers a termination fee of $7.0 million) and (c) the Sellers (acting jointly) m

Filing Documents

• tm2522552d1_8k.htm (8-K) — 38KB
• tm2522552d1_ex2-1.htm (EX-2.1) — 645KB
• tm2522552d1_ex99-1.htm (EX-99.1) — 38KB
• tm2522552d1_ex99-1img001.jpg (GRAPHIC) — 9KB
• 0001104659-25-075743.txt ( ) — 1036KB
• spr-20250808.xsd (EX-101.SCH) — 3KB
• spr-20250808_lab.xml (EX-101.LAB) — 33KB
• spr-20250808_pre.xml (EX-101.PRE) — 22KB
• tm2522552d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On August 8, 2025, Spirit AeroSystems Holdings, Inc.'s wholly owned subsidiary Spirit AeroSystems, Inc., a Delaware corporation (" Spirit "), and Spirit's wholly owned subsidiary Spirit AeroSystems International Holdings, Inc., a Delaware corporation (" Spirit International " and, together with Spirit, the " Sellers, " and each a " Seller "), entered into a Share Purchase Agreement (the " Agreement ") with Composites Technology Research Malaysia Sdn. Bhd., a Malaysian private limited company (" Buyer "), and, solely for the purposes set forth therein, DRB-HICOM Berhad, a Malaysian public limited company (" Parent "), providing for, among other things, Buyer to acquire from the Sellers all of the outstanding equity interests in Spirit AeroSystems Malaysia Sdn. Bhd., a Malaysian private limited company (the " Company, " and such transaction, the " Transaction "). Pursuant to the Agreement, the aggregate purchase price to be paid by Buyer in the Transaction is $95.2 million in cash, subject to specified adjustments as set forth in the Agreement. The closing of the Transaction (the " Closing ") is subject to the approval of Buyer as a purchaser of the business of the Company by (i) the European Commission, either as part of its conditional approval decision of the acquisition of Spirit by The Boeing Company (" Boeing ") or following its conditional approval decision of Boeing's acquisition of Spirit pursuant to Boeing's commitment vis--vis the European Commission to seek purchaser approval for the divestiture of the business of the Company and (ii) the United States Federal Trade Commission, in each case, in their review of the transactions contemplated by the June 30, 2024 merger agreement between Spirit AeroSystems Holdings, Inc. and Boeing and the ancillary agreements in connection therewith (the " Purchaser Approval Condition "). The Closing is also subject to certain customary closing conditions, including (

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 8, 2025, Spirit AeroSystems Holdings, Inc. issued a press release announcing that the Sellers entered into the Agreement. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any other filing under the Exchange Act or any filing under the Securities Act of 1933, a s amended, except as expressly set forth by specific reference in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 2.1 Share Purchase Agreement, dated as of August 8, 2025, by and among Composites Technology Research Malaysia Sdn. Bhd., Spirit AeroSystems, Inc., Spirit AeroSystems International Holdings, Inc. and, solely for the purposes set forth therein, DRB-HICOM Berhad. 99.1 Press release dated August 8, 2025. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SPIRIT AEROSYSTEMS HOLDINGS, INC. Date: August 8, 2025 By: /s/ Irene M. Esteves Name: Irene M. Esteves Title: Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR