Boeing (BA) merger with Spirit Aerosystems (SPR) - December 2025

Boeing  completed its merger with Spirit Aerosystems on 8 December 2025. Spirit shareholders received 0.1955 shares of  Boeing in the merger. The SEC form S-4 filing for this merger can be found at this web address:

https://www.sec.gov/ix?doc=/Archives/edgar/data/0000012927/000119312524198983/d835944ds4.htm#toc835944_18

The final exchange ratio of Boeing shares received for each Spirit share can be found here:

https://www.sec.gov/Archives/edgar/data/12927/000119312525311250/d49435ds8pos.htm

 

This is a taxable event for Spirit shareholders. It is treated as a sale of Spirit shares for the value of the Boeing shares received. This is followed by a purchase of the Boeing shares received. The sale proceeds and the total cost of the purchase should be the same in this situation.

The S-4 filed with the SEC for this merger states this will most likely be treated as a taxable event. However, there is a small chance this may be a tax-free event if the merger is considered a reorganization. Since the most likely treatment is as a taxable transaction, these instructions will treat this as taxable.

NOTE: The sale price for Spirit and purchase price for Boeing are to be at Fair Market Value (FMV). Unfortunately, tax law is vague on how to determine FMV in these instances. It is possible the value used in these instructions will differ from the value used by your broker. This will result in a difference between your records and your broker. These differences are usually small and when reporting tax information, the ICLUBcentral tax program will automatically fill-in the appropriate forms to reconcile any differences during the normal operation of the tax program, using your records and information you enter from a 1099.

Since this is a taxable event, these instructions will use a FMV for Boeing that will lower current realized gain and defer any possible additional gain from the merger into the future when Boeing shares are sold. This will be the lower of the opening or closing prices of BA on 12/8/2025.

 

The Sale Entry Go to Accounting > Securities > Sell in myICLUB.

Here is the information needed for Spirit shareholders to complete the sale portion of the merger.

  • Date: 12/8/2025
  • Select Security: Spirit Aerosystems (SPR)
  • Shares Sold : All shares of SPR ( You can use the Sell All link to include all SPR shares owned.)
  • Sale Total :  203.61 x 0.1955 x  (# of Spirit shares owned) = 39.8058 x (# of Spirit shares owned).
    • Opening price of BA on 12/8/2025 = 203.61
    • 0.1955 = # of BA shares received for each SPR share.
    • For example, if you owned 100 SPR shares, you enter 39.8058 x 100 = 3980.58  

Save the transaction and the sale portion of the merger is completed.

 

The Buy Entry Go to Accounting > Securities > Buy in myICLUB.

Here is the information needed for Spirit shareholders to complete the buy portion of the merger.

  • Date: 12/8/2025
  • Select Security: Boeing (BA)
  • Shares: 0.1955 x (# of Spirit shares owned before merger).
    • For example, if you owned 100 Spirit shares, buy 19.55 BA shares.
    • Be sure to include the fractional share portion in the buy transaction.
  • Total Cost: Match the sale proceeds from the previously entered SPR sale entry.
    • For example, if you sold 100 SPR shares for 3980.58 in the sale portion, enter 3980.58 for the total cost of this buy.

If  fractional shares were included in the buy transaction, there is one more entry to complete all parts of this merger. This is a sell transaction of the fractional shares received (bought above.)

 

The Sale Entry Go to Accounting > Securities > Sell in myICLUB.

Here is the information needed for Boeing shareholders to complete the fractional shares sale portion of the merger.

  • Date: 12/8/2025
  • Select Security: Boeing (BA)
  • Shares Sold :  Sell only the fractional portion of the shares bought in the buy transaction
    • For example, if you bought 19.55 shares, enter 0.55 shares to be sold.
  • Sale Total :  See you broker statement for cash-in-lieu received.

Save the transaction and the merger is completed.