Material Event (Form 8-K)

Item 8.01 Other Events.

As previously reported, on June 30, 2024, Spirit AeroSystems Holdings, Inc. ("Spirit"), The Boeing Company ("Boeing") and Sphere Acquisition Corp., a wholly owned subsidiary of Boeing (the "Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement") 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 the completion of which Spirit would be a wholly owned subsidiary of Boeing.

In connection with the Merger, Boeing filed a registration statement on Form S_-4 on August 12, 2024 and an amendment thereto on November 27, 2024 (such registration statement, as amended, the "Registration Statement"), which contained a proxy statement of Spirit for the solicitation of proxies from holders of Class A Common Stock, par value $0.01 per share, of Spirit ("Spirit Common Stock") in connection with the special meeting of holders of Spirit Common Stock relating to the Merger and a prospectus of Boeing with respect to the shares of common stock, par value $5 per share, of Boeing to be issued in the Merger (the "Proxy Statement/Prospectus"). The Registration Statement was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on December 20, 2024. On December 20, 2024, Spirit filed with the SEC the definitive Proxy Statement/Prospectus, which was first mailed to holders of Spirit Common Stock on or about December 26, 2024.

On August 29, 2024, a purported stockholder of Spirit filed a lawsuit against Spirit and the board of directors of Spirit in the U.S. District Court for the Southern District of New York (the "Federal Action"). The Federal Action, captioned Murphy v. Spirit AeroSystems Holdings, Inc. et al., Docket No. 1:24-cv-06539, alleges, among other things, that the Registration Statement fails to disclose certain allegedly material information in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934. On January 7, 2025, a purported stockholder of Spirit filed a lawsuit against Spirit, Boeing and the board of directors of Spirit in the District Court of Sedgwick County, Kansas, Civil Court Department (the "Kansas Action"). The Kansas Action, captioned Garfield v. Cambone, C.A. No. SG-2025-CV000032, alleges, among other things, that the Registration Statement fails to disclose certain material information, and asserts claims against Boeing under Kansas securities statutes and claims against all defendants under Kansas common law for (i) negligent misrepresentation and concealment, and (ii) negligence and concealment. Both actions seek injunctive relief enjoining the vote on the Merger and other remedies. On January 9, 2025, a purported Spirit stockholder filed a putative class action lawsuit against Spirit and its directors in the Delaware Court of Chancery (the "Delaware Action"). The Delaware Action, captioned Coburn v. Shanahan, C.A. No. 2025-0029-LWW, alleges that the Spirit directors breached their fiduciary duties by failing to disclose certain information and requests an order compelling additional disclosures and damages, among other relief. On January 14, 2025, a purported Spirit stockholder filed a lawsuit against Spirit and its board of directors in the Supreme Court of the State of New York captioned Scott v. Spirit AeroSystems Holdings, Inc. et al., No. 650229/2025, and, on January 15, 2025, a purported Spirit stockholder filed a lawsuit against Spirit and its board of directors in the Supreme Court of the State of New York captioned Johnson v. Spirit AeroSystems Holdings, Inc. et al., No. 650254/2025 (the "New York Actions" and, together with the Federal Action, the Kansas Action and the Delaware Action, the "Lawsuits"). Each of the New York Actions alleges that the Proxy Statement/Prospectus failed to disclose certain material information and asserts claims against all defendants under New York common law for (i) negligent misrepresentation and concealment and (ii) negligence. The New York Actions seek injunctive relief enjoining the vote on the Merger and other remedies. Spirit has also received from additional purported Spirit stockholders demand letters that include allegations similar to those in the Lawsuits (the "Demand Letters").