UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 11, 2025, Spirit AeroSystems, Inc. (“Spirit”), a wholly owned subsidiary of Spirit AeroSystems Holdings, Inc. (together with Spirit, the “Company”), acting on its own behalf and on behalf of Spirit’s wholly owned subsidiaries Spirit AeroSystems (Europe) Limited, Short Brothers plc and Spirit AeroSystems North Carolina, Inc. (such subsidiaries and Spirit, collectively, the “Supplier”), and Airbus S.A.S. entered into a third amended and restated memorandum of agreement (the “MoA”), under which Airbus S.A.S., directly or through its affiliates, is extending certain financial assistance to the Supplier in respect of specified contracts under which Spirit and certain of its subsidiaries are suppliers to Airbus S.A.S. or affiliates of Airbus S.A.S. The MoA fully amended, restated and superseded that certain Memorandum of Agreement, entered into and effective as of June 28, 2024, as amended and restated on October 7, 2024, and Novemeber 8, 2024.
Under the MoA, subject to the terms and conditions therein, Airbus S.A.S. has agreed to, among other things, provide an additional $94.00 million support package paid to the Supplier (for a total of $152.00 million), which shall be used solely and exclusively in relation to the Airbus Programmes (as defined therein). Per the terms of the MoA, any assets purchased with the Financial Support (as defined therein) will be directly or indirectly assumed by Airbus S.A.S. or one of its affiliates upon close of the transactions contemplated by the April 27, 2025 Stock and Asset Purchase Agreement between Spirit and Airbus SE.
The foregoing description of the MoA does not purport to be complete and is qualified in its entirety by reference to the copy of the MoA filed as Exhibit 10.1 to this report and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information in Item 1.01 required by Item 2.03 of Form 8-K is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Third Amended and Restated Memorandum of Agreement between Spirit AeroSystems, Inc. and Airbus S.A.S., entered into on, and effective as of, July 11, 2025.* | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
| * | Confidential portions of the exhibit have been omitted in accordance with the rules of the SEC. |
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.
| Date: July 16, 2025 | SPIRIT AEROSYSTEMS HOLDINGS, INC. | |
| By: | /s/ Irene M. Esteves | |
| Irene M. Esteves | ||
| Executive Vice President and Chief Financial Officer | ||