Management Change/Compensation - Form 425

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Certain Actions to Mitigate the Impact of Section 280G

As previously disclosed, on June 30, 2024, Spirit AeroSystems Holdings, Inc., a Delaware corporation ("Spirit"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with The Boeing Company, a Delaware corporation ("Boeing"), and Sphere Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Boeing ("Merger Sub"), providing for the merger of Merger Sub with and into Spirit (the "Merger") and for Spirit to be the surviving corporation in the Merger. Upon completion of the Merger, Spirit would be a wholly owned subsidiary of Boeing.

In connection with the Merger, certain employees of Spirit and its subsidiaries (including certain of its named executive officers and other executive officers) may become entitled to payments and benefits that may be treated as "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended ("Section 280G" and the "Code," respectively). To mitigate the potential impact of Section 280G and Section 4999 of the Code on Spirit and its applicable executive officers, on October 15, 2024, the Compensation Committee of the Board of Directors of Spirit (the "Compensation Committee") approved the acceleration into December 2024 of the vesting and settlement in shares of Spirit common stock of certain time-based restricted stock units ("Accelerated RSUs") that otherwise would have vested and been settled in 2025 for certain executive officers, including Patrick M. Shanahan, the President and Chief Executive Officer of Spirit (collectively, the "Executives").

The accelerated vesting and settlement of the Accelerated RSUs will offset the corresponding payments or amounts each Executive would otherwise have been entitled to receive upon the consummation of the Merger or otherwise in 2025, precluding duplication of payments. All accelerated payments to the Executives with respect to the Accelerated RSUs will be reduced by applicable tax withholdings and are subject to the terms and conditions of the Acknowledgement (as defined below).

These actions are intended to preserve compensation-related corporate income tax deductions for Spirit that might otherwise be disallowed through the operation of Section 280G and to mitigate or eliminate the amount of excise tax that may be payable by the Executives pursuant to Section 4999 of the Code in connection with Section 280G in certain circumstances.

Specifically, the Compensation Committee approved the accelerated vesting and payment of the following for the below affected named executive officer:

·	For Mr. Shanahan, a total of 272,573 Accelerated RSUs, which were scheduled to vest on June 30, 2025. The estimated value of Mr. Shanahan's Accelerated RSUs is $9,540,055, assuming a per share price of $35.00.

In connection with the accelerated equity award vesting and payment described above, each Executive will sign a 280G Acceleration and Clawback Acknowledgement (the "Acknowledgement"). Each Executive's Acknowledgement will provide that the Executive's accelerated payments are subject to certain repayment conditions. Specifically, if an Executive's employment with Spirit or a subsidiary of Spirit is terminated other than upon a Qualifying Termination (as defined in the Acknowledgement) prior to the date on which the Accelerated RSUs would have vested and settled, but for the accelerated vesting and settlement of the Accelerated RSUs, then the Executive will be required to repay to Spirit the applicable cash value representing the number of shares underlying the Accelerated RSUs.

If any Executive is required to make such a repayment and fails to do so in a timely manner, the Executive will be required to reimburse Spirit for any reasonable fees (including reasonable attorney's fees) or costs it incurs in connection with seeking repayment.

The foregoing summary description of the Acknowledgement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the form of the Acknowledgement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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