Boeing (BA) 10-K risk factor changes: FY2025 vs FY2024

Our Commercial Airplanes business depends on our ability to maintain a healthy production system, ensure every airplane in our production system conforms to exacting [removed: specifications,][added: specifications, achieve planned production rate targets, successfully develop and certify new aircraft or new derivative aircraft, and meet or exceed stringent performance and reliability standards.]

The commercial aircraft business is extremely complex, involving extensive coordination and integration with suppliers, highly-skilled labor performed by thousands of [removed: employees of ours and other partners,] [added: employees,] and stringent and evolving regulatory requirements and performance and reliability standards.

[removed: As] [added: For example, as] part of our plan to improve safety and quality and to address the issues identified by the [removed: FAA,] [added: FAA following the 737-9 door plug accident in January 2024,] we slowed 737 production rates and delayed planned production rate increases to reduce traveled work in our factory and at our suppliers.

The introduction of new aircraft programs and/or derivatives, such as the 777X, 737-7 and 737-10, [added: takes years and] involves [added: significant] risks associated with meeting development, testing, [removed: certification] [added: certification,] and production schedules.

We [removed: are following] [added: follow] the lead of the FAA as we work through the certification process, and the FAA [removed: will] ultimately [removed: determine] [added: determines] the timing of certification and entry into service.

There have been [added: significant] delays on each of these development programs and if we experience additional delays in achieving [removed: certification,] [added: certification or meeting customer commitments, or if we or] our [added: suppliers are unable to timely and effectively address issues discovered during certification and testing and/or efficiently and cost-effectively incorporate required design changes into production aircraft, our] financial position, results of operations and cash flows would be adversely impacted.

*We must minimize disruption caused by production changes, achieve [added: and maintain] operational stability and implement productivity improvements [removed: in order] to meet customer demand and maintain our profitability.* We have [removed: previously announced] plans to [removed: adjust] [added: increase] production rates on several of our commercial aircraft [removed: programs.][added: programs, while continuing ongoing development and production of new or derivative aircraft.]

[removed: In addition, we] [added: We also] continue to seek opportunities to reduce the costs of building our aircraft, including working with our suppliers to reduce supplier costs, identifying and implementing productivity improvements and optimizing how we manage inventory.

If production rate changes [removed: at] [added: on] any of our [removed: commercial aircraft assembly facilities] [added: programs] are delayed or create significant disruption to our production system, or if our suppliers cannot timely deliver components that comply with design specifications to us at the cost and rates necessary to achieve our targets, we may be unable to meet delivery schedules and/or the financial performance of one or more of our programs may suffer.

Operational issues, including [removed: delivery and/or] certification [removed: delays or] [added: and/or delivery delays, quality issues, labor instability, supply chain constraints,] defects in supplier components, failure to meet internal performance plans, or delays or failures to achieve required regulatory approval, [removed: results] [added: result] in additional out-of-sequence work and increased production costs, as well as delayed deliveries to customers, impacts to aircraft performance and/or increased warranty or fleet [removed: support costs.]

We and our suppliers [removed: are experiencing] [added: have experienced] supply chain disruptions and constraints, labor instability and inflationary pressures.

Changes in levels of U.S. government defense spending or acquisition priorities, as well as significant delays in U.S. government appropriations, could negatively impact our business, financial [removed: position and] [added: position,] results of [removed: operations.][added: operations and cash flows.]

We derive a substantial portion of our revenue from the U.S. government, primarily from defense related programs with the United States Department of [removed: Defense (U.S. DoD)] [added: War (DoW)] and contracts with other government agencies, including NASA.

In the event of a prolonged shutdown, requirements to furlough employees in the [removed: U.S. DoD,] [added: DoW,] the Department of Transportation, including the FAA, or other government agencies could result in payment delays, impair our ability to deliver commercial airplanes or perform work on existing contracts, delays in the certification of new aircraft or otherwise impact our operations, negatively impact future orders, and/or cause other disruptions or delays.

In addition, there continues to be uncertainty with respect to future acquisition priorities and program-level appropriations for the [removed: U.S. DoD] [added: DoW, NASA] and other government [removed: agencies (including NASA),] [added: agencies,] including changes to national security and defense priorities, and tension between modernization investments, sustainment investments, and investments in new technologies or emergent capabilities.

Future investment priority changes or budget cuts, including changes associated with the authorizations and appropriations process, could result in reductions, cancellations, and/or delays of existing contracts or programs or [removed: future program opportunities.]

As a result of the significant ongoing uncertainty with respect to both U.S. defense spending and the evolving nature of the national security threat environment, we also expect the [removed: U.S. DoD] [added: DoW] to continue to emphasize affordability, innovation, cybersecurity and delivery of technical data and software in its procurement processes, including the implementation of cybersecurity compliance requirements on the Defense Industrial Base, for which the supply chain may not be fully prepared.

Approximately [removed: 58,000] [added: 72,000] employees, [removed: which constitute 34%] [added: or 40%] of our total workforce, were union represented as of December 31, [removed: 2024] [added: 2025,] under collective bargaining agreements with varying durations and expiration dates.

[removed: As of December 31, 2024, we had 9 unions in the U.S. with 27 independent agreements and 18 employee representative bodies internationally, and we] [added: We] cannot predict how stable our union relationships will be or whether we will be able to meet the unions’ requirements.

[removed: The new contract with IAM 751] [added: New union contracts have in the past] and [removed: pay enhancements for certain non-union employees is] [added: could in the future] adversely [removed: impacting] [added: impact] our financial position, results of operations and cash flows.

Work stoppages and instability in our [added: and our suppliers’] union relationships [added: have in the past and could in the future] delay the production and/or development of our products, which could strain relationships with customers and result in lower revenues.

The markets in which we operate are highly competitive and one or more of our competitors may have more extensive or more specialized engineering, manufacturing and marketing capabilities than we do [added: in some areas.]

In our BDS business, we anticipate that the effects of defense industry consolidation, shifting acquisition and budget priorities, [added: the entry] and [added: growth of private capital-backed and other non-traditional defense companies, and] continued cost pressure at our [removed: U.S. DoD] [added: DoW] and non-U.S. customers will intensify competition for many of our BDS products.

We derive a significant portion of our revenues from non-U.S. sales and are subject to the risks of doing business in other [removed: countries.][added: countries, including those related to tariffs, trade restrictions and government actions.]

In [removed: 2024,] [added: 2025,] non-U.S. customers, which include [removed: foreign military sales] [added: Foreign Military Sales through the U.S. government] (FMS), accounted for [removed: approximately] 46% of our [removed: revenues.][added: total revenues and 60% of Commercial Airplanes revenue from customer contracts.]

We expect [removed: that] non-U.S. sales will continue to account for a significant portion of our revenues for the foreseeable future.

- tariffs, duties or [removed: penalties] [added: other costs] attributable to the importation of raw materials, parts, products and services, which could impact sales and/or delivery of products and services outside the U.S. and/or impose [added: increased] costs on us, our [removed: suppliers] [added: supply chain] or our customers;

- imposition of domestic and international taxes, export controls, tariffs, [added: duties,] embargoes, sanctions and other trade restrictions;

While the impact of these factors is difficult to predict, any one or more of these factors could adversely affect our [removed: operations in the future.][added: operations.]

Overall, the U.S.-China trade relationship [removed: remains stalled] [added: is challenged due to tariffs, sanctions, and export restrictions,] as [added: well as other] economic and national security [removed: concerns continue to be a challenge.][added: concerns.]

China is a significant market for commercial aircraft and we have long-standing relationships with our Chinese [removed: customers, who represent a key component of our commercial aircraft backlog.][added: customers.]

[removed: If] [added: Although deliveries to those customers have since resumed, if] we are unable to deliver aircraft to customers in China consistent with our assumptions and/or obtain additional orders from China in the future, we may experience reduced deliveries and/or lower market share.

Impacts from [removed: future] potential deterioration in geopolitical or trade [removed: relations] [added: relationships] between the U.S. and [removed: one or more] other [removed: countries] [added: countries, particularly China and European Union member states, including as a result of the risks described above,] could have a material adverse impact on our financial position, results of operations and/or cash flows.

[removed: With respect to each of our commercial aircraft programs, inventoriable production costs (including] overhead), program tooling and other non-recurring costs and routine warranty costs are accumulated and charged as cost of sales by program instead of by individual units or contracts.

Changes to customer or model mix, production costs and rates, learning curve, [removed: changes to] price escalation indices, costs of derivative aircraft, supplier performance, customer and supplier negotiations/settlements, supplier claims and/or certification issues can impact these estimates.

For additional information on our accounting policies for recognizing sales and profits, see our discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical [added: Accounting Estimates – Accounting for Long-term Contracts/Program Accounting” on pages 49 - 50 and Note 1 to our Consolidated Financial Statements on pages 60 - 70 of this Form 10-K.]

[removed: Difficulties] [added: The Spirit Acquisition closed] in [added: December 2025, and difficulties in] integrating Spirit may result in the failure to realize anticipated benefits of the acquisition (including anticipated synergies and [added: safety and] quality improvements) in the expected timeframe or at all, as well as operational challenges, the diversion of management’s attention from other ongoing business concerns, and unforeseen expenses, which may have an adverse impact on our operations and our financial position, results of [removed: operations,] [added: operations] and cash flows.

For additional information [removed: on the acquisition,] [added: relating to environmental contingencies,] see Note [removed: 2] [added: 15] to our Consolidated Financial Statements.

Whether we realize the anticipated benefits from these acquisitions, [removed: including our acquisition of Spirit,] and related activities depends, in part, upon our ability to integrate the operations of the acquired business, the performance of the underlying product and service portfolio, and the performance of the management team and other personnel of the acquired operations.

Accordingly, our financial results could be adversely affected by unanticipated performance issues, legacy liabilities, cybersecurity issues or vulnerabilities, transaction-related charges, amortization of expenses related to intangibles, charges for impairment of long-term assets, credit guarantees, partner performance and [removed: indemnifications.][added: indemnification obligations.]

Our customers’ fleet decisions and financial position are also impacted by fuel and other costs, as well as inflationary pressures.

As a result, our ability to deliver aircraft on time, satisfy regulatory and customer requirements, and achieve or maintain, as applicable, program profitability is subject to significant risks.

For example, the 777X program, which launched in 2013 and is currently expecting first delivery in 2027, recognized additional reach-forward losses of $4.9 billion and $3.5 billion in 2025 and 2024, primarily due to production challenges, certification and delivery delays, and higher estimated labor and supplier costs.

These plans include increasing the 737 production rate to 47 per month in 2026, as well as further production rate increases that will require a new production line.

There is risk that planned production rate increases may be delayed or not occur at all if our production health key performance indicators and rate readiness process guided by our Safety Management System do not support increasing production rates or we are unable to obtain FAA concurrence.

Similarly, there is risk that planned 787 production rate increases may be delayed or not occur at all.

support costs.

These actions, as well as our recent acquisition of Spirit (Spirit Acquisition), significantly impacted our financial position, results of operations and cash flows.

future program opportunities.

As of December 31, 2025, we had 32 independent agreements with nine different unions in the U.S., and we had agreements with 18 employee representative bodies internationally.

During 2024, employees represented by International Association of Machinists and Aerospace Workers (IAM) District 751, which represents over 30,000 Boeing manufacturing employees primarily located in Washington state, went out on strike for 53 days, halting production of most of our commercial aircraft and certain of our Defense, Space & Security products, and materially adversely impacting our business and financial position.

During 2025, employees represented by IAM District 837, which represents approximately 3,200 employees at our St. Louis area sites, went out on strike for 101 days, disrupting our St. Louis operations and impacting programs including F/A-18, F-15, T-7A, MQ-25 and Weapons.

Both the IAM District 751 and the IAM District 837 strikes occurred despite having in each case reached a tentative agreement with union leadership on the terms of the proposed contract and union leadership having recommended its members vote to ratify the proposed contract.

If we are unable to successfully negotiate successor agreements with our unions that our employees will ratify

(including with Society of Professional Engineering Employees in Aerospace who have two contracts expiring in October 2026), we may experience additional work stoppages in the future, which could materially adversely affect our business, financial position, results of operations and cash flows and result in the diversion of management’s attention from other ongoing business concerns.

The global trade environment remains highly dynamic and continues to evolve.

Current U.S. trade policy includes the imposition of baseline, sectoral or country-specific tariffs on imports.

Other countries have announced retaliatory actions or plans for retaliatory actions.

Tariffs and any retaliatory actions could significantly increase the cost of our products and, particularly with respect to our commercial aircraft, result in lower demand for our products, delivery delays, and terminations of orders by customers.

For example, in the second quarter of 2025, certain customers in China paused accepting our deliveries in response to ongoing tariff negotiations between the U.S. and China.

With respect to each of our commercial aircraft programs, inventoriable production costs (including

As part of our portfolio management, we also may make strategic divestitures from time to time, such as our recent divestiture of portions of our Digital Aviation Solutions business.

In connection with acquisitions or divestitures, we may have obligations to, or rely on the performance of, unrelated third parties, including pursuant to transitional or longer-term services agreements and/or guarantees or other financial arrangements, and nonperformance or underperformance of such agreements could affect our future financial results.

For example, in connection with the Spirit Acquisition, we are required to provide services to buyers of divested Spirit businesses, including

Airbus, and if we are unable to satisfy our obligations to these third parties or if they assert claims against us, our business and financial condition could be adversely affected.

losses if we are unable to achieve estimated costs and revenues.

Estimating the costs, including labor costs, and time for us and our suppliers to complete fixed-price development and follow-on production contracts is inherently uncertain and subject to significant variability as a result of highly complex designs and technical requirements as well as extended periods of performance.

This uncertainty requires us to make significant judgments and assumptions about future operational and technical performance.

The outcome of customer and/or supplier contractual negotiations could increase costs and lower margins.

Similarly, complex technical requirements can often change over time or may not be well understood at the outset of the contract.

Actual performance and/or contractual outcomes could be different than previously assumed, creating financial risk that could trigger additional material earnings charges, termination provisions, order cancellations or other significant financial exposures.

This

Physical impacts of

We may also issue shares of our common stock upon the exchange of the $230 million of 3.250% Exchangeable Notes, maturing November 1, 2028 (the Spirit Exchangeable Notes), that we assumed in connection with the Spirit Acquisition.

For additional information on the Spirit Exchangeable Notes, see Note 17 to our Consolidated Financial Statements in Part II Item 8 of this Form 10-K.

Airlines also are experiencing increased fuel and other costs, and the global economy has experienced and may continue to experience high inflation.

achieve planned production rate targets, successfully develop and certify new aircraft or new derivative aircraft, and meet or exceed stringent performance and reliability standards.

We have experienced and may continue to experience production quality issues, including in our supply chain.

For example, as a result of the Alaska Airlines 737-9 accident in January 2024, the FAA investigated the 737 quality control system, including Spirit, and increased its oversight of our production and quality and safety management systems.

The FAA identified multiple instances where we and Spirit failed to comply with manufacturing quality control requirements.

These actions significantly impacted our financial position, results of operations and cash flows during the year ended December 31, 2024, and are expected to continue to impact our financial position, results of operations and cash flows as we work to increase production and improve factory performance.

We continue to monitor the health and stability of the supply chain.

On September 12, 2024, our contract with IAM 751, which represents over 30,000 Boeing manufacturing employees primarily located in Washington state, expired and 96% of IAM 751 members voted to initiate a strike.

On November 4, 2024, members of IAM 751 voted to ratify a new contract, thereby ending the strike.

As a result of the strike, production of our commercial aircraft, other than the 787 production in Charleston, and certain of our Defense, Space & Security products halted, adversely impacting our business and financial position.

Net cash used by operating activities for the year ended December 31, 2024, was $12.1 billion and we expect further negative operating cash flows to continue in future quarters as we work to ramp up production and deliveries.

We may experience additional work stoppages in the future, which could adversely affect our business.

Union actions at suppliers also affect us.

in some areas.

For example, since 2018, the U.S. and China have imposed tariffs on each other’s imports.

Certain aircraft parts and components that Boeing procures are subject to these

tariffs.

We are mitigating import costs through Duty Drawback Customs procedures.

Accounting Estimates – Accounting for Long-term Contracts/Program Accounting” on pages 49 - 51 and Note 1 to our Consolidated Financial Statements on pages 60 - 70 of this Form 10-K.

Our pending acquisition of Spirit AeroSystems Holdings, Inc. (Spirit) subjects us to various risks and uncertainties, including risks that we may not complete the acquisition or realize the anticipated benefits in the expected timeframe or at all.

On June 30, 2024, we entered into an Agreement and Plan of Merger (Merger Agreement) to acquire Spirit in an all-stock transaction that will include the assumption of Spirit's net debt at closing.

Completion of our acquisition of Spirit is subject to a number of conditions set forth in the Merger Agreement.

On January 31, 2025, Spirit’s stockholders approved the Merger Agreement and the related transactions.

Some of the remaining conditions, such as certain regulatory approvals and the ability of Spirit to enter into definitive agreements relating to the disposition of Spirit operations related to certain Airbus commercial work packages and consummate the related transactions, are beyond our control, which make the completion of our acquisition of Spirit (and the timing thereof) uncertain.

In addition, if Spirit or Boeing exercise certain termination rights included in the Merger Agreement, the acquisition will not be consummated.

Furthermore, the governmental authorities from which regulatory approvals related to the acquisition are required may impose burdensome or unacceptable conditions on the completion of the acquisition, require changes to the terms of the Merger Agreement, or prevent or delay the consummation of the acquisition.

If the acquisition is not completed, our ongoing business may be adversely affected and we will be subject to a number of risks, including expenditure of time and resources, negative reactions from stakeholders, and potential stock price fluctuations.

If we are successful in completing the acquisition, we will be subject to other risks, including those related to the assumption of Spirit's net debt and other obligations at closing, which could adversely impact our financial position, results of operations and cash flows.

We also may make strategic divestitures from time to time.

These transactions may result in continued financial involvement in the divested businesses, such as through guarantees or other financial arrangements, following the transaction.

Nonperformance by those divested businesses could affect our future financial results through additional payment obligations, higher costs or asset write-downs.

For example, during the year ended December 31, 2024, BDS recorded $5.0 billion of

We continue to experience production disruptions and inefficiencies due to technical challenges, supplier disruption and factory performance.

These factors have contributed to significant earnings charges on a number of fixed-price development programs which are expected to adversely affect cash flows in future periods, and may result in future earnings charges and adverse cash flow effects.

Higher supplier pricing, the IAM 751 work stoppage, higher labor costs and an inexperienced workforce also contributed to earnings charges and lower earnings in 2024.

Estimating costs to complete fixed-price development contracts is generally subject to more uncertainty than fixed-price production contracts.

Many of these development programs have highly complex designs and technical challenges.

noncompliance with data privacy laws and other regulatory requirements governing the handling and control of sensitive data.

For additional information relating to environmental contingencies, see Note 14 to our Consolidated Financial Statements.

Physical impacts of climate change, increasing global chemical restrictions and bans, and water and

We are one of the two major manufacturers of 100+ seat airplanes for the worldwide commercial airline industry and one of the largest defense contractors in the U.S. While our principal operations are in the U.S., we conduct operations in an expanding number of countries and rely on an extensive network of [added: U.S. and] non-U.S. partners, key suppliers and subcontractors.

BCA is committed to [removed: being the leader in commercial aviation by] offering airplanes [removed: and services] that deliver superior design, safety, quality, efficiency and value to customers around the world.

BDS integrates its resources in defense, intelligence, communications, security, space and services to deliver capability-driven solutions to [removed: customers at reduced costs.][added: customers.]

BGS provides support for commercial and defense [added: customers] through innovative, comprehensive and cost-competitive product and service solutions.

On January 5, 2024, [removed: an Alaska Airlines] [added: a] 737-9 flight made an emergency landing after a mid-exit door plug detached in flight.

As a result of the accident, the [removed: FAA] [added: Federal Aviation Administration (FAA)] performed an investigation into the 737 quality control [removed: system.][added: system and imposed certain additional requirements and restrictions.]

We [added: have] also [removed: began taking] [added: taken] additional actions to improve safety and quality, [removed: which include] [added: including] investing in workforce training, simplifying plans and processes, eliminating defects, and enhancing our safety and quality culture.

The [removed: Alaska Airlines] [added: 737-9 door plug] accident and our resulting actions, including slowing production, [removed: to improve compliance with our manufacturing quality control requirements] significantly impacted our financial position, results of operations and cash flows during [removed: 2024.][added: 2024 and 2025.]

On November 4, 2024, the International Association of Machinists and Aerospace Workers District 751 (IAM [removed: 751)] [added: 751), representing approximately 30,000 Boeing employees,] voted to ratify a new contract, thereby ending the work stoppage initiated on September 13, 2024, which paused production of certain commercial aircraft models (737, 767, 777 and 777X aircraft) as well as production of commercial derivative aircraft for our Defense, Space & Security business (KC-46A Tanker and P-8A Poseidon).

Production for all programs resumed in December [removed: 2024.][added: 2024 and gradually ramped up during 2025.]

We and our suppliers are experiencing [added: improving] supply chain [added: performance with fewer] disruptions [removed: as a result of] [added: from] production quality issues, global supply chain [removed: constraints,] [added: constraints] and labor instability.

We and our suppliers [removed: are also experiencing] [added: continue to experience] inflationary pressures.

[removed: These] [added: Notwithstanding improvements, these] factors [removed: have reduced] [added: continue to challenge] overall productivity and adversely [removed: impacted] [added: impact] our financial position, results of operations and cash flows.

Airline financial performance, which influences demand for new [removed: capacity, has benefited] [added: aircraft, is benefiting] from the resilient demand for travel.

The International Air Transport Association (IATA) is estimating [removed: 2024] [added: 2025] industry-wide net profits of [removed: $31.5] [added: $39.5] billion, up from [removed: its forecast of $25.7] [added: $28.3] billion [removed: a year ago,] [added: in 2024,] primarily driven by [added: Europe,] North [removed: America, Europe] [added: America] and the Middle East.

For [removed: 2025,] [added: 2026,] IATA is forecasting [removed: $36.6] [added: $41] billion in net profits for the industry globally.

[removed: The overall outlook continues to stabilize as we] [added: We] face uncertainties in the environment in the near- to medium-term as airlines are facing persistently high and volatile [removed: costs.][added: costs even as fuel prices have declined.]

The long-term [removed: outlook for the] [added: airline] industry [added: outlook] remains positive due to the fundamental drivers of air travel demand: economic growth, increasing propensity to [removed: travel due to] [added: travel,] increased trade, globalization and improved airline services driven by liberalization of air traffic rights between countries.

Our Commercial Market Outlook forecast projects a [removed: 3.2%] [added: 3.1%] growth rate in the global fleet over a 20-year period.

Based on long-term global economic growth projections of [removed: 2.6%] [added: 2.3%] in average annual gross domestic product, we project demand for approximately [removed: 43,975] [added: 43,600] new airplanes over the next 20 years.

At BDS, we [removed: continue to] see [removed: stable] [added: strong] demand reflecting the important role our products and services have in ensuring our national security.

| Years ended December 31, | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Revenues | | | [removed: $66,517] [added: $89,463] | | | | | | [removed: $77,794] [added: $66,517] | | | | | | [removed: $66,608] [added: $77,794] | | |

| [removed: Loss] [added: Earnings/(loss)] from operations | | | [removed: ($10,707)] [added: $4,281] | | | | | | [removed: ($773)] [added: ($10,707)] | | | | | | [removed: ($3,519)] [added: ($773)] | | |

| Operating margins | | | [removed: (16.1)] [added: 4.8] | | % | | | | [removed: (1.0)] [added: (16.1)] | | % | | | | [removed: (5.3)] [added: (1.0)] | | % |

| Effective income tax rate | | | [removed: 3.1] [added: 15.1] | | % | | | | [removed: (11.8)] [added: 3.1] | | % | | | | [removed: (0.6)] [added: (11.8)] | | % |

| Net [removed: loss] [added: earnings/(loss)] attributable to Boeing shareholders | | | [removed: ($11,817)] [added: $2,235] | | | | | | [removed: ($2,222)] [added: ($11,817)] | | | | | | [removed: ($4,935)] [added: ($2,222)] | | |

| Diluted [removed: loss] [added: earnings/(loss)] per share | | | [removed: ($18.36)] [added: $2.48] | | | | | | [removed: ($3.67)] [added: ($18.36)] | | | | | | [removed: ($8.30)] [added: ($3.67)] | | |

| Core operating [removed: loss] [added: earnings/(loss)] | | | [removed: ($11,811)] [added: $3,236] | | | | | | [removed: ($1,829)] [added: ($11,811)] | | | | | | [removed: ($4,662)] [added: ($1,829)] | | |

| Core operating margins | | | [removed: (17.8)] [added: 3.6] | | % | | | | [removed: (2.4)] [added: (17.8)] | | % | | | | [removed: (7.0)] [added: (2.4)] | | % |

| Core [removed: loss] [added: earnings/(loss)] per share | | | [removed: ($20.38)] [added: $1.19] | | | | | | [removed: ($5.81)] [added: ($20.38)] | | | | | | [removed: ($11.06)] [added: ($5.81)] | | |

See pages [removed: 46] [added: 47] - 48 for important information about these non-GAAP measures and reconciliations to the most directly comparable GAAP measures.

| Commercial Airplanes | | | [removed: $22,861] [added: $41,494] | | | | | | [removed: $33,901] [added: $22,861] | | | | | | [removed: $26,026] [added: $33,901] | | |

| Defense, Space & Security | | | [removed: 23,918] [added: 27,234] | | | | | | [removed: 24,933] [added: 23,918] | | | | | | [removed: 23,162] [added: 24,933] | | |

| Global Services | | | [removed: 19,954] [added: 20,923] | | | | | | [removed: 19,127] [added: 19,954] | | | | | | [removed: 17,611] [added: 19,127] | | |

| Unallocated items, eliminations and other | | | [removed: (216)] [added: (188)] | | | | | | [removed: (167)] [added: (216)] | | | | | | [removed: (191)] [added: (167)] | | |

| Total | | | [removed: $66,517] [added: $89,463] | | | | | | [removed: $77,794] [added: $66,517] | | | | | | [removed: $66,608] [added: $77,794] | | |

BCA revenues increased by [removed: $7,875] [added: $18,633] million primarily [removed: driven by] [added: due to] higher [removed: 787] deliveries.

BGS revenues increased by [removed: $1,516] [added: $969] million primarily due to higher [added: government and] commercial services [removed: revenue driven by market recovery across the commercial portfolio.][added: revenue.]

[removed: Loss From Operations][added: Loss from operations]

On November 13, 2025, the International Association of Machinists and Aerospace Workers District 837 (IAM 837), representing approximately 3,200 Boeing employees, voted to ratify a new contract thereby ending the work stoppage initiated on August 4, 2025, which disrupted our St. Louis operations.

Programs impacted included F/A-18, F-15, T-7A Red Hawk, MQ-25 and Weapons.

Our contracts with the Society of Professional Engineering Employees in Aerospace, representing approximately 16,000 Boeing employees, are scheduled to expire in October 2026, and could also have a material impact on our financial position, results of operations and cash flows.

During the fourth quarter of 2025, we completed a divestiture and an acquisition that are affecting our 2025 financial position, results of operations and cash flows.

On October 31, 2025, we completed the divestiture of portions of our BGS segment’s Digital Aviation Solutions business (Digital Aviation Solutions Divestiture) for $10.55 billion in an all-cash transaction.

On December 8, 2025, we completed the acquisition of Spirit AeroSystems Holdings, Inc. (Spirit) by exchanging approximately $4.7 billion of Boeing shares for all of Spirit’s outstanding shares (Spirit Acquisition).

In connection with the Spirit Acquisition, we paid off certain Spirit debt and other obligations and assumed the remainder of Spirit’s outstanding debt and other obligations.

Boeing’s acquisition includes all of Spirit’s Boeing-related commercial operations, including fuselages for the 737, P-8 and KC-46 Tanker programs, as well as major structures for the 767, 777 and 787 programs.

It also includes Spirit’s defense and aftermarket businesses as well as portions of Spirit’s operations in Belfast, Ireland.

Spirit employs approximately 15,000 people.

For additional discussion related to the Digital Aviation Solutions Divestiture and Spirit Acquisition, see Note 3 and Note 2 of our Consolidated Financial Statements.

In 2025, global air traffic expanded near historical trend rates on an annual basis.

This growth came despite a lower than usual contribution from the North American market, which saw stagnant demand particularly in the low-cost space.

International demand outpaced domestic demand on an annual basis as the former built on the recovery momentum from 2024, including in China, lifting demand for wide-body airplanes.

Based on these trends, both single-aisle and wide-body demand remain above current industry supply levels.

The overall outlook continues to stabilize.

Our fixed-price development programs are maturing; however, technical and schedule challenges remain and have resulted in significant earnings charges on these programs.

BDS’s production system and supply chain are beginning to stabilize; however, prior period performance has adversely affected margins and cash flows.

Revenues increased by $22,946 million in 2025 compared with 2024 primarily driven by higher revenues at BCA, BDS and BGS.

BDS revenues increased by $3,316 million primarily due to lower net unfavorable cumulative

contract catch-up adjustments and higher volume.

Earnings/(Loss) From Operations

| Years ended December 31, | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

Earnings from operations increased by $14,988 million in 2025 compared with 2024, primarily driven by BGS ($9,856 million), BDS ($5,285 million) and BCA ($890 million), partially offset by an increase in loss from operations on Unallocated items, eliminations and other ($984 million).

The increase in earnings at BGS is primarily driven by a gain on the Digital Aviation Solutions Divestiture.

The decrease in loss from operations at BDS is primarily driven by lower net unfavorable cumulative contract catch-up adjustments.

The decrease in loss from operations at BCA is primarily driven by higher deliveries partially offset by higher combined reach-forward losses on 777X and 767 programs.

The increase in loss from operations on Unallocated items, eliminations and other is primarily driven by an increase in unallocated General and administrative expense.

| Years ended December 31, | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

Unallocated share-based plans expense increased by $220 million in 2025 primarily due to the timing of when share-based plans expense was recorded compared with when it was allocated to our segments.

General and administrative expense for 2025 and 2024 includes earnings charges of $445 million and $244 million related to agreements with the U.S. Department of Justice.

| Years ended December 31, | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Pension FAS/CAS service cost adjustment | | | 784 | | | | | | 811 | | | | | | 799 | | |

| Years ended December 31, | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Earnings/(loss) from operations | | | $4,281 | | | | | | ($10,707) | | | | | | ($773) | | |

| Net earnings/(loss) attributable to Boeing shareholders | | | $2,235 | | | | | | ($11,817) | | | | | | ($2,222) | | |

The decreased income in 2025 compared to 2024 was primarily due to lower expected return on plan assets.

For additional discussion related to Postretirement Plans, see Note 18 to our Consolidated Financial Statements.

Cost of sales as a percentage of Revenues decreased in 2025 compared to 2024 primarily due to lower charges on BDS fixed-price development programs, partially offset by higher combined reach-forward losses on the 777X and 767 programs at BCA.

| Years ended December 31, | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

Following the accident, the Federal Aviation Administration (FAA) grounded and required inspections of all 737-9 aircraft with a mid-exit door plug, which constituted the large majority of the approximately 220 737-9 aircraft in the in-service fleet.

On January 24, 2024, the FAA approved an enhanced maintenance and inspection process that was required to be performed on each of the grounded 737-9 aircraft.

Our 737-9 operators returned their fleets to service in the first quarter.

All 737-9 aircraft in production are undergoing this same enhanced inspection process prior to delivery.

In the second quarter of 2024, we submitted a comprehensive safety and quality plan to the FAA to address the issues identified.

As part of our plan to improve quality and safety and to address the issues identified, we slowed production rates and delayed planned production rate increases to reduce traveled work in our factory, as well as at our suppliers.

The IAM 751 work stoppage significantly reduced aircraft deliveries in the second half of 2024.

The new contract with IAM 751 and pay enhancements for certain non-union employees is adversely impacting our financial position, results of operations and cash flows.

In 2024, global air traffic continued to expand beyond 2019 levels with domestic travel continuing to be the most robust and the single-aisle market following closely.

International travel also surpassed pre-pandemic levels during 2024 and the wide-body market continues to improve with the international travel recovery.

The transition in the international commercial market from recovery to normal market conditions is continuing to progress as China international travel remains below 2019 levels.

We continue to experience production disruptions and inefficiencies due to technical challenges, supplier disruption and factory performance.

These factors have contributed to significant earnings charges on fixed-price development programs as well as on a number of mature programs which are continuing to adversely affect margins and cash flows.

Revenues increased by $11,186 million in 2023 compared with 2022 driven by higher revenues at all three operating segments.

BDS revenues increased by $1,771 million primarily due to higher revenues on fixed-price development programs.

We expect that revenues will continue to be significantly impacted until deliveries ramp up, the global supply chain stabilizes, and labor instability diminishes.

Loss from operations decreased by $2,746 million in 2023 compared with 2022.

BDS loss from operations decreased by $1,780 million compared to the same period in 2022, primarily due to a reduction in net unfavorable cumulative contract catch-up adjustments, which were $2,328 million better than the net unfavorable impact in the prior year.

BCA loss from operations decreased by $706 million reflecting higher deliveries and lower period expenses including lower abnormal production costs, partially offset by higher spending on research and development.

Share-based plans expense decreased by $176 million in 2023 primarily due to fewer share-based grants and the timing of corporate allocations.

Deferred compensation expense increased by $305 million in 2023 primarily driven by changes in broad stock market conditions.

Eliminations and other unallocated items was largely unchanged in 2023 compared to 2022.

Cost of sales as a percentage of Revenues decreased in 2023 compared to 2022 primarily due to lower charges on BDS development programs.

Research and development expense increased by $525 million in 2023 compared with 2022 primarily due to higher research and development expenditures on the 777X program and enterprise investments in product development.

Unobligated backlog was largely unchanged in 2024.

The Continuing Resolution (CR) enacted on December 21, 2024, continues federal funding at fiscal year 2024 appropriated levels through March 14, 2025.

The U.S. government could experience a disruption to its operations and/or payments in 2025 as a result of the U.S. Treasury exhausting extraordinary measures after reaching its debt limit.

In addition, U.S. government discretionary spending in FY24 and fiscal year 2025 (FY25), including defense spending, was capped by the Fiscal Responsibility Act of 2023 (FRA).

If a CR for FY25 is in place on April 30, 2025, it would trigger a sequester under the FRA.

Global Trade The global trade landscape is growing more volatile, and the likelihood of new or reciprocal tariffs, export restrictions, sanctions or other restrictions is increasing.

We continue to monitor and evaluate additional sanctions and export restrictions that may be imposed by the U.S. Government or other governments, as well as any responses that could affect our supply chain, business partners or customers, for any additional impacts to our business.

BCA revenues increased by $7,875 million in 2023 compared with 2022 primarily due to higher 787 deliveries in 2023.

| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cumulative deliveries | | | 8,132 | | | | | | 1,572 | | | | | | 1,271 | | | | | | 1,701 | | | | | | 1,037 | | | | | | | | |

| Deliveries | | | 387 | | | (13) | | | 5 | | | | | | 33 | | | (15) | | | 24 | | | | | | 31 | | | | | | 480 | | |

BCA loss from operations was $1,635 million in 2023 compared with $2,341 million in 2022 reflecting higher deliveries and lower period expenses including lower abnormal production costs, partially offset by higher spending on research and development.

Abnormal production costs in 2023 were $1,527 million, including $1,014 million related to the 787 program and $513 million related to the 777X program.

Abnormal production costs in 2022 were $1,753 million, including $1,240 million related to the 787 program, $325 million related to the 777X program, and $188 million related to the 737 program.

| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Program accounting quantities | | | 10,800 | | | | | | | | | 1,574 | | | | | | | | | 1,267 | | | | | | 1,790 | | | | | | 400 | | | | | | 1,600 | | | | | |

At December 31, [removed: 2024,] [added: 2025,] a 10% increase or decrease in the exchange rate in our portfolio of foreign currency contracts would have increased or decreased our unrealized [removed: losses] [added: gains] by [removed: $428] [added: $425] million.

At December 31, [removed: 2024,] [added: 2025,] a 10% increase or decrease in the market price in our commodity derivatives would have increased or decreased our unrealized [removed: losses] [added: gains] by [removed: $28] [added: $38] million.

As of December 31, [removed: 2024,] [added: 2025,] the deferred compensation liability, which is being marked to market, was $1.7 billion.

A 10% change in the fair value of these investment funds would increase or decrease the liability by [removed: $168] [added: $169] million.

In addition, this segment engages in the research, development, production and modification of the following products and related services: strategic defense and intelligence systems, including strategic missile and defense systems, command, control, communications, computers, intelligence, surveillance and [removed: reconnaissance (C4ISR),] [added: reconnaissance,] cyber and information solutions, and intelligence systems, satellite systems, including government and commercial satellites and space exploration.

Global Services sustains aerospace platforms and systems with a full spectrum of products and services, including supply chain and logistics management, engineering, maintenance and modifications, upgrades and conversions, spare parts, pilot and maintenance training systems and services, technical and maintenance documents, and [removed: data analytics and] digital [removed: services.][added: solutions and analytics.]

As of December 31, [removed: 2024,] [added: 2025,] Boeing’s total workforce was approximately [removed: 172,000] [added: 182,000] with [removed: 15%] [added: 14%] located outside of the U.S. [removed: As of December 31, 2024, our global workforce was comprised of approximately 24% women, and our U.S. workforce was comprised of 39% racial and ethnic minorities and 14% U.S. veterans.]

As of December 31, [removed: 2024,] [added: 2025,] our workforce included approximately [removed: 58,000] [added: 72,000] union members.

[removed: Our] [added: Information about our] principal collective bargaining agreements [removed: and their current status are summarized] [added: is set forth] in the following table:

| Union | | | [removed: Percent] [added: %] of [removed: our] Total Workforce [removed: Represented] | | | [removed: Status of] Major Agreements with Union | | | [added: Principal Location | | | Expiration Date | | |]

In [removed: 2024,] [added: 2025,] Boeing employees completed approximately [removed: 5.9] [added: 5.8] million hours of learning and approximately [removed: 14,000] [added: 12,000] Boeing employees leveraged our tuition assistance program to pursue degrees, professional certificates and individual courses in strategic fields of study.

[removed: We face] [added: BCA faces] aggressive international competitors who are intent on increasing their market share, such as Airbus and entrants from China.

BDS faces strong competition primarily from [added: General Dynamics Corporation,] Lockheed Martin Corporation, Northrop Grumman Corporation, RTX [removed: Corporation, General Dynamics] Corporation and SpaceX.

BDS expects the trend of strong competition to continue into [removed: 2025.][added: 2026.]

BGS expects the market to remain highly competitive in [removed: 2025,] [added: 2026,] and intends to grow market share by leveraging a high level of customer satisfaction and productivity.

[removed: If any of our government contracts were to be terminated for default,] generally the U.S. government would pay only for the work that has been accepted and could require us to pay the difference between the original contract price and the cost to re-procure the contract items, [added: net of the work accepted from the original contract.]

For example, as a result of the [removed: Alaska Airlines] 737-9 [added: door plug] accident in January 2024, the FAA investigated the 737 quality control system, including Spirit AeroSystems Holdings, Inc. (Spirit), and increased its oversight of our production and quality and safety management systems.

For additional information relating to environmental contingencies, see Note [removed: 14] [added: 15] to our Consolidated Financial Statements.

[added: While we maintain an extensive qualification and performance surveillance system to control risk] associated with such reliance on third parties, failure of suppliers or subcontractors to meet commitments has and could continue to adversely affect product quality, production schedules and program/contract profitability, thereby jeopardizing our ability to fulfill commitments to our customers.

Examples of forward-looking statements include statements relating to our future financial condition and operating results, [added: industry projections and outlooks, plans, objectives and goals,] as well as any other statement that does not directly relate to any historical or current fact.

As of December 31, 2025, we had 32 independent agreements with nine different unions in the U.S., and we had agreements with 18 employee representative bodies internationally.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| The International Association of Machinists and Aerospace Workers (IAM) | | | 25% | | | IAM District 70 | | | Kansas | | | June 2027 | | |

| IAM District 751 | | | Washington | | | September 2028 | | | | | | | | |

| IAM District 837 | | | Missouri | | | July 2030 | | | | | | | | |

| The Society of Professional Engineering Employees in Aerospace (SPEEA) | | | 11% | | | SPEEA Professional | | | Kansas | | | January 2026 | | |

| SPEEA Technical | | | Washington | | | October 2026 | | | | | | | | |

| | | | | | | | | | | | | | | |

| SPEEA Professional | | | Washington | | | October 2026 | | | | | | | | |

| SPEEA Technical | | | Kansas | | | December 2028 | | | | | | | | |

| The United Automobile, Aerospace and Agricultural Implement Workers of America (UAW) | | | 1% | | | UAW Local 952 | | | Oklahoma | | | January 2026 | | |

| UAW Local 1069 | | | Pennsylvania | | | April 2027 | | | | | | | | |

During 2024, employees represented by IAM District 751, which represents over 30,000 Boeing manufacturing employees primarily located in Washington state, went out on strike for 53 days, halting production of most of our commercial aircraft and certain of our Defense, Space & Security products, and materially adversely impacting our business and financial position.

During 2025, employees represented by IAM District 837, which represents approximately 3,200 employees at our St. Louis area sites, went out on strike for 101 days, disrupting our St. Louis operations and impacting programs including F/A-18, F-15, T-7A, MQ-25 and Weapons.

We may experience additional work stoppages in the future, which could materially adversely affect our business, financial position, results of operations and cash flows and result in the diversion of management’s attention from other ongoing business concerns.

During 2025, we continued to make progress in our culture transformation, including through launching our new Values and Behaviors, revising our performance management system to hold employees accountable not only for what they achieve but for how they achieve it, and enhancing training and leadership development programs.

If any of our government contracts were to be terminated for default,

The 737 program may only increase production rates and/or implement new production lines with the concurrence of the FAA.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| The International Association of Machinists and Aerospace Workers (IAM) | | | 21% | | | We have two major agreements; one with IAM District 837 (Missouri) expiring in July 2025 and one with IAM District 751 (Washington) expiring in September 2028. | | |

| The Society of Professional Engineering Employees in Aerospace (SPEEA) | | | 10% | | | We have two major agreements; one with SPEEA Professional and one with SPEEA Technical, both expiring in October 2026. | | |

| The United Automobile, Aerospace and Agricultural Implement Workers of America (UAW) | | | 1% | | | We have one major agreement with UAW District 1069 (Pennsylvania) expiring in April 2027. | | |

Our prior contract with the International Association of Machinists and Aerospace Workers District 751 (IAM 751) expired on September 12, 2024, and 96% of IAM 751 members voted to initiate a strike.

The strike lasted until November 4, 2024, when IAM 751 members voted to ratify a new contract.

As a result of the strike, we paused production of our commercial aircraft (other than the 787 production in Charleston) and certain of our BDS products, adversely impacting our business and financial position.

During the strike, we implemented hiring freezes and announced plans to reduce our overall workforce.

net of the work accepted from the original contract.

In addition, the FAA communicated it will not approve production rate increases beyond 38 per month or additional production lines until Boeing has complied with required quality and safety standards.

While we maintain an extensive qualification and performance surveillance system to control risk

We incorporate by reference into this Item our disclosures made in Note [removed: 22] [added: 23] to our Consolidated Financial Statements.

[removed: ][added: ]

For the fiscal year ended December 31, [removed: 2024][added: 2025]

Yes [removed: ☐ No] ☒ [added: No ☐]

As of June 30, [removed: 2024,] [added: 2025,] there were [removed: 615,530,689] [added: 755,623,105] shares of common stock outstanding held by non-affiliates of the registrant, and the aggregate market value of the shares of common stock (based upon the closing price of these shares on the New York Stock Exchange) was approximately [removed: $112.0] [added: $158.3] billion.

The number of shares of the registrant’s common stock outstanding as of January [removed: 27, 2025] [added: 23, 2026] was [removed: 750,074,411.][added: 785,347,096.]

Part III incorporates information by reference to the registrant’s definitive proxy statement, to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year ended December 31, [removed: 2024.][added: 2025.]

For the Fiscal Year Ended December 31, [removed: 2024][added: 2025]

| [PART [removed: I](#id1c05d330321418986ba31cdc86483bf_13)] [added: I](#iee2c8eded21d4c368d2b37fbdee8263f_13)] | | | | | | | | | Page | | |

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| | | | [Item [removed: 3.](#id1c05d330321418986ba31cdc86483bf_70)] [added: 3.](#iee2c8eded21d4c368d2b37fbdee8263f_70)] | | | [Legal [removed: Proceedings](#id1c05d330321418986ba31cdc86483bf_70)] [added: Proceedings](#iee2c8eded21d4c368d2b37fbdee8263f_70)] | | | [removed: [22](#id1c05d330321418986ba31cdc86483bf_70)] [added: [22](#iee2c8eded21d4c368d2b37fbdee8263f_70)] | | |

| | | | [Item [removed: 4.](#id1c05d330321418986ba31cdc86483bf_73)] [added: 4.](#iee2c8eded21d4c368d2b37fbdee8263f_73)] | | | [Mine Safety [removed: Disclosures](#id1c05d330321418986ba31cdc86483bf_73)] [added: Disclosures](#iee2c8eded21d4c368d2b37fbdee8263f_73)] | | | [removed: [22](#id1c05d330321418986ba31cdc86483bf_73)] [added: [22](#iee2c8eded21d4c368d2b37fbdee8263f_73)] | | |

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| | | | [Item [removed: 9B.](#id1c05d330321418986ba31cdc86483bf_316)] [added: 9B.](#iee2c8eded21d4c368d2b37fbdee8263f_316)] | | | [Other [removed: Information](#id1c05d330321418986ba31cdc86483bf_316)] [added: Information](#iee2c8eded21d4c368d2b37fbdee8263f_316)] | | | [removed: [127](#id1c05d330321418986ba31cdc86483bf_316)] [added: [128](#iee2c8eded21d4c368d2b37fbdee8263f_316)] | | |

| | | | [Item [removed: 9C.](#id1c05d330321418986ba31cdc86483bf_319)] [added: 9C.](#iee2c8eded21d4c368d2b37fbdee8263f_319)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#id1c05d330321418986ba31cdc86483bf_319)] [added: Inspections](#iee2c8eded21d4c368d2b37fbdee8263f_319)] | | | [removed: [127](#id1c05d330321418986ba31cdc86483bf_319)] [added: [129](#iee2c8eded21d4c368d2b37fbdee8263f_319)] | | |

| [PART [removed: III](#id1c05d330321418986ba31cdc86483bf_322)] [added: III](#iee2c8eded21d4c368d2b37fbdee8263f_322)] | | | | | | | | | | | |

| | | | [Item [removed: 10.](#id1c05d330321418986ba31cdc86483bf_325)] [added: 10.](#iee2c8eded21d4c368d2b37fbdee8263f_325)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#id1c05d330321418986ba31cdc86483bf_325)] [added: Governance](#iee2c8eded21d4c368d2b37fbdee8263f_325)] | | | [removed: [128](#id1c05d330321418986ba31cdc86483bf_325)] [added: [130](#iee2c8eded21d4c368d2b37fbdee8263f_325)] | | |

| | | | [Item [removed: 11.](#id1c05d330321418986ba31cdc86483bf_328)] [added: 11.](#iee2c8eded21d4c368d2b37fbdee8263f_328)] | | | [Executive [removed: Compensation](#id1c05d330321418986ba31cdc86483bf_328)] [added: Compensation](#iee2c8eded21d4c368d2b37fbdee8263f_328)] | | | [removed: [130](#id1c05d330321418986ba31cdc86483bf_328)] [added: [133](#iee2c8eded21d4c368d2b37fbdee8263f_328)] | | |

| | | | [Item [removed: 12.](#id1c05d330321418986ba31cdc86483bf_331)] [added: 12.](#iee2c8eded21d4c368d2b37fbdee8263f_331)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#id1c05d330321418986ba31cdc86483bf_331)] [added: Matters](#iee2c8eded21d4c368d2b37fbdee8263f_331)] | | | [removed: [131](#id1c05d330321418986ba31cdc86483bf_331)] [added: [134](#iee2c8eded21d4c368d2b37fbdee8263f_331)] | | |

| | | | [Item [removed: 13.](#id1c05d330321418986ba31cdc86483bf_334)] [added: 13.](#iee2c8eded21d4c368d2b37fbdee8263f_334)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#id1c05d330321418986ba31cdc86483bf_334)] [added: Independence](#iee2c8eded21d4c368d2b37fbdee8263f_334)] | | | [removed: [131](#id1c05d330321418986ba31cdc86483bf_334)] [added: [135](#iee2c8eded21d4c368d2b37fbdee8263f_334)] | | |

| | | | [Item [removed: 14.](#id1c05d330321418986ba31cdc86483bf_337)] [added: 14.](#iee2c8eded21d4c368d2b37fbdee8263f_337)] | | | [Principal Accountant Fees and [removed: Services](#id1c05d330321418986ba31cdc86483bf_337)] [added: Services](#iee2c8eded21d4c368d2b37fbdee8263f_337)] | | | [removed: [132](#id1c05d330321418986ba31cdc86483bf_337)] [added: [135](#iee2c8eded21d4c368d2b37fbdee8263f_337)] | | |

| [PART [removed: IV](#id1c05d330321418986ba31cdc86483bf_340)] [added: IV](#iee2c8eded21d4c368d2b37fbdee8263f_340)] | | | | | | | | | | | |

| | | | [Item [removed: 15.](#id1c05d330321418986ba31cdc86483bf_343)] [added: 15.](#iee2c8eded21d4c368d2b37fbdee8263f_343)] | | | [Exhibits, Financial Statement [removed: Schedules](#id1c05d330321418986ba31cdc86483bf_343)] [added: Schedules](#iee2c8eded21d4c368d2b37fbdee8263f_343)] | | | [removed: [132](#id1c05d330321418986ba31cdc86483bf_343)] [added: [135](#iee2c8eded21d4c368d2b37fbdee8263f_343)] | | |

| | | | [Item [removed: 16.](#id1c05d330321418986ba31cdc86483bf_346)] [added: 16.](#iee2c8eded21d4c368d2b37fbdee8263f_346)] | | | [Form 10-K [removed: Summary](#id1c05d330321418986ba31cdc86483bf_346)] [added: Summary](#iee2c8eded21d4c368d2b37fbdee8263f_346)] | | | [removed: [136](#id1c05d330321418986ba31cdc86483bf_346)] [added: [139](#iee2c8eded21d4c368d2b37fbdee8263f_346)] | | |

| [PART II](#iee2c8eded21d4c368d2b37fbdee8263f_76) | | | | | | | | | | | |

| | | | [Signatures](#iee2c8eded21d4c368d2b37fbdee8263f_349) | | | | | | [140](#iee2c8eded21d4c368d2b37fbdee8263f_349) | | |

| [PART II](#id1c05d330321418986ba31cdc86483bf_76) | | | | | | | | | | | |

| | | | [Signatures](#id1c05d330321418986ba31cdc86483bf_349) | | | | | | [137](#id1c05d330321418986ba31cdc86483bf_349) | | |

As part of our cybersecurity risk management process, we conduct [added: regular pen-testing and red-teaming to assess the security of our assets as well as] “tabletop” exercises during which we simulate cybersecurity incidents to ensure that we are prepared to respond to such an incident and to highlight any areas for potential improvement in our cyber incident preparedness.

Our Chief Information Digital Officer and Senior Vice President, Information [added: Digital] Technology & [removed: Data Analytics] [added: Security] (CIDO) and our Chief Security Officer (CSO) provide presentations to the Audit Committee on cybersecurity risks at each of its bimonthly meetings.

The Aerospace Safety Committee receives regular updates and reports from senior management, including the Chief Engineer, the Chief Aerospace Safety Officer, and the Chief Product Security [removed: Engineer,] [added: Officer,] who provide briefings on significant cybersecurity threats or incidents that may pose a risk to the safe operation of our aerospace products.

Both committees brief the full Board on cybersecurity matters discussed during committee meetings, and the CIDO provides annual briefings to the Board on [removed: information technology and data analytics] [added: Information Digital Technology & Security] related matters, including cybersecurity.

[removed: In that role, he] [added: Terry Rice, Chief Security Officer, Vice President of Cybersecurity,] chairs the Council and is responsible for overseeing a unified security program that provides cybersecurity, fire and protection operations, physical security, insider threat, and classified security.

The Council also includes, among other senior executives, our CIDO, Chief Engineer, Chief [removed: Information Officer, Chief] Aerospace Safety Officer and Chief Product Security [removed: Engineer,] [added: Officer,] who each have several decades of business and senior leadership experience managing risks in their respective fields, collectively covering all aspects of cybersecurity, data and analytics, product security engineering, enterprise engineering, safety and the technical integrity of our products and services.

The Council meets [removed: monthly] [added: regularly] and updates key members of the Company’s Executive Council on progress towards specific cybersecurity objectives.

A strong partnership exists between Information [removed: Technology, Enterprise] [added: Digital Technology &] Security, Corporate Audit, and Law so that identified issues are addressed in a timely manner and incidents are reported to the appropriate regulatory bodies as required.

Mr. Rice has over 25 years of experience within cybersecurity and technology risk management, including, prior to joining Boeing in 2025, serving as the Chief Information Security Officer at Merck.

He served on the board of the Health Information Sharing and Analysis Center (H-ISAC) and is a former-chairman of the Healthcare Sector Coordinating Council Cyber Working Group as well as a prior member of the Healthcare Industry Cybersecurity Task Force.

Mr. Rice consulted in a variety of information security roles at Hughes Aircraft and Raytheon before spending four years at Johnson & Johnson as the Director of Global Information Security.

Trent Cox, Vice President of Product and Business Operations, is serving as our interim CSO.

Mr. Cox has over 25 years of experience in the aerospace and defense industry, including, prior to joining Boeing in 2024, Chief Information Officer of Raytheon UK, Deputy CIO and Executive Director of Collins Aerospace and Raytheon Intelligence and Space, and Executive Director for Program Execution for the Raytheon Missile Systems businesses.

We had approximately [removed: 94] [added: 111] million square feet of floor space on December 31, [removed: 2024] [added: 2025] for manufacturing, warehousing, engineering, administration and other productive uses, of which approximately 86% was located in the United States.

The following table provides a summary of the floor space by business as of December 31, [removed: 2024:][added: 2025:]

| *(Square feet in thousands)* | | | Owned | | | | | | Leased | | | | | | Government [removed: Owned] [added: Owned(2)] | | | | | | Total | | |

At December 31, [removed: 2024,] [added: 2025,] the combined square footage at the following major locations totaled more than [removed: 88] [added: 103] million square feet:

- Commercial Airplanes – Greater Seattle, WA; [added: Wichita, KS;] China; Greater Charleston, SC; Greater Los Angeles, CA; [added: Tulsa, OK;] Greater Portland, OR; Greater Salt Lake City, UT; Australia; Canada; Malaysia; and Mexico

- Defense, Space & Security – Greater St. Louis, MO; Greater Seattle, WA; Greater Los Angeles, CA; Philadelphia, PA; Mesa, AZ; [added: Wichita, KS;] Huntsville, AL; Oklahoma City, OK; Heath, OH; Australia; Greater Washington, DC; Houston, TX; Kennedy Space Center and Greater Portland, OR

- Global Services – San Antonio, TX; Greater Dallas, TX; [removed: Jacksonville, FL;] Great Britain; Greater Miami, FL; [added: Jacksonville, FL;] China; and Germany

- Other – [added: Great Britain;] India; [removed: Chicago, IL;] Greater Los Angeles, CA; and Greater Washington, [removed: DC.][added: DC]

| Commercial Airplanes | | | 50,567 | | | | | | 12,689 | | | | | | 1,726 | | | | | | 64,982 | | |

| Defense, Space & Security | | | 25,045 | | | | | | 5,135 | | | | | | 22 | | | | | | 30,202 | | |

| Global Services | | | 1,269 | | | | | | 7,092 | | | | | | | | | | | | 8,361 | | |

| Other(1) | | | 3,800 | | | | | | 3,264 | | | | | | 315 | | | | | | 7,379 | | |

| Total | | | 80,681 | | | | | | 28,180 | | | | | | 2,063 | | | | | | 110,924 | | |

(2) Includes 1.75 million square feet of rent-free space furnished by the U.S. government.

| Commercial Airplanes | | | 40,073 | | | | | | 11,011 | | | | | | | | | | | | 51,084 | | |

| Defense, Space & Security | | | 24,166 | | | | | | 4,752 | | | | | | | | | | | | 28,918 | | |

| Global Services | | | 1,256 | | | | | | 7,354 | | | | | | | | | | | | 8,610 | | |

| Other(1) | | | 2,158 | | | | | | 3,099 | | | | | | 315 | | | | | | 5,572 | | |

| Total | | | 67,653 | | | | | | 26,216 | | | | | | 315 | | | | | | 94,184 | | |

As of January [removed: 27, 2025,] [added: 23, 2026,] there were [removed: 80,843] [added: 78,957] common shareholders of record.

The following table provides information about purchases we made during the quarter ended December 31, [removed: 2024,] [added: 2025,] of our common stock, which is registered by us pursuant to Section 12 of the Exchange Act:

(1)A total of [removed: 65,997] [added: 33,665] shares were transferred to us from employees in satisfaction of minimum tax withholding obligations associated with the vesting of restricted stock units during the period.

| 10/1/2025 thru 10/31/2025 | | | 1,824 | | | | | | $216.97 | | | | | | | | | | | | | | |

| 11/1/2025 thru 11/30/2025 | | | 5,800 | | | | | | 199.82 | | | | | | | | | | | | | | |

| 12/1/2025 thru 12/31/2025 | | | 26,041 | | | | | | 191.39 | | | | | | | | | | | | | | |

| Total | | | 33,665 | | | | | | $194.23 | | | | | | | | | | | | | | |

Our open market common stock repurchase program was terminated in March 2020.

| 10/1/2024 thru 10/31/2024 | | | 25,899 | | | | | | $152.30 | | | | | | | | | | | | | | |

| 11/1/2024 thru 11/30/2024 | | | 738 | | | | | | 151.66 | | | | | | | | | | | | | | |

| 12/1/2024 thru 12/31/2024 | | | 39,360 | | | | | | 161.89 | | | | | | | | | | | | | | |

| Total | | | 65,997 | | | | | | $158.01 | | | | | | | | | | | | | | |

We did not purchase any shares of our common stock in the open market pursuant to a repurchase program.

| [Consolidated Statements of [removed: Operations](#id1c05d330321418986ba31cdc86483bf_184)] [added: Operations](#iee2c8eded21d4c368d2b37fbdee8263f_181)] | | | [removed: [54](#id1c05d330321418986ba31cdc86483bf_184)] [added: [54](#iee2c8eded21d4c368d2b37fbdee8263f_181)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#id1c05d330321418986ba31cdc86483bf_187)] [added: Income](#iee2c8eded21d4c368d2b37fbdee8263f_184)] | | | [removed: [55](#id1c05d330321418986ba31cdc86483bf_187)] [added: [55](#iee2c8eded21d4c368d2b37fbdee8263f_184)] | | |

| [Consolidated Statements of Financial [removed: Position](#id1c05d330321418986ba31cdc86483bf_190)] [added: Position](#iee2c8eded21d4c368d2b37fbdee8263f_187)] | | | [removed: [56](#id1c05d330321418986ba31cdc86483bf_190)] [added: [56](#iee2c8eded21d4c368d2b37fbdee8263f_187)] | | |

| [Consolidated Statements of Cash [removed: Flows](#id1c05d330321418986ba31cdc86483bf_193)] [added: Flows](#iee2c8eded21d4c368d2b37fbdee8263f_190)] | | | [removed: [57](#id1c05d330321418986ba31cdc86483bf_193)] [added: [57](#iee2c8eded21d4c368d2b37fbdee8263f_190)] | | |

| [Consolidated Statements of [removed: Equity](#id1c05d330321418986ba31cdc86483bf_196)] [added: Equity](#iee2c8eded21d4c368d2b37fbdee8263f_193)] | | | [removed: [58](#id1c05d330321418986ba31cdc86483bf_196)] [added: [58](#iee2c8eded21d4c368d2b37fbdee8263f_193)] | | |

| [Summary of Business Segment [removed: Data](#id1c05d330321418986ba31cdc86483bf_199)] [added: Data](#iee2c8eded21d4c368d2b37fbdee8263f_196)] | | | [removed: [59](#id1c05d330321418986ba31cdc86483bf_199)] [added: [59](#iee2c8eded21d4c368d2b37fbdee8263f_196)] | | |

| [removed: [Note](#id1c05d330321418986ba31cdc86483bf_205)] [added: [Note](#iee2c8eded21d4c368d2b37fbdee8263f_202)] 1 [- Summary of Significant Accounting [removed: Policies](#id1c05d330321418986ba31cdc86483bf_205)] [added: Policies](#iee2c8eded21d4c368d2b37fbdee8263f_202)] | | | [removed: [60](#id1c05d330321418986ba31cdc86483bf_205)] [added: [60](#iee2c8eded21d4c368d2b37fbdee8263f_202)] | | |

[removed: | [Note](#id1c05d330321418986ba31cdc86483bf_214) 3 [-] [added: Note 4 –] Goodwill and Acquired [removed: Intangibles](#id1c05d330321418986ba31cdc86483bf_214) | | | [72](#id1c05d330321418986ba31cdc86483bf_214) | | |][added: Intangibles]

[removed: | [Note](#id1c05d330321418986ba31cdc86483bf_217) 4 [-] [added: Note 5 –] Earnings Per [removed: Share](#id1c05d330321418986ba31cdc86483bf_217) | | | [73](#id1c05d330321418986ba31cdc86483bf_217) | | |][added: Share]

[removed: | [Note](#id1c05d330321418986ba31cdc86483bf_220) 5 [-] [added: Note 6 –] Income [removed: Taxes](#id1c05d330321418986ba31cdc86483bf_220) | | | [74](#id1c05d330321418986ba31cdc86483bf_220) | | |][added: Taxes]

[removed: | [Note](#id1c05d330321418986ba31cdc86483bf_223) 6 [-] [added: Note 7 –] Accounts [removed: Receivable](#id1c05d330321418986ba31cdc86483bf_223) | | | [77](#id1c05d330321418986ba31cdc86483bf_223) | | |][added: Receivable, net]

| [removed: [Note](#id1c05d330321418986ba31cdc86483bf_226) 7] [added: [Note](#iee2c8eded21d4c368d2b37fbdee8263f_223) 8] [- Allowance for Losses on Financial [removed: Assets](#id1c05d330321418986ba31cdc86483bf_226)] [added: Assets](#iee2c8eded21d4c368d2b37fbdee8263f_223)] | | | [removed: [78](#id1c05d330321418986ba31cdc86483bf_226)] [added: [81](#iee2c8eded21d4c368d2b37fbdee8263f_223)] | | |

[removed: | [Note](#id1c05d330321418986ba31cdc86483bf_229) 8 [- Inventories](#id1c05d330321418986ba31cdc86483bf_229) | | | [78](#id1c05d330321418986ba31cdc86483bf_229) | | |][added: Note 9 – Inventories]

[removed: | [Note](#id1c05d330321418986ba31cdc86483bf_232) 9 [-] [added: Note 10 –] Contracts with [removed: Customers](#id1c05d330321418986ba31cdc86483bf_232) | | | [79](#id1c05d330321418986ba31cdc86483bf_232) | | |][added: Customers]

[removed: | [Note](#id1c05d330321418986ba31cdc86483bf_235) 10 [-] [added: Note 11 –] Financing Receivables and Operating Lease [removed: Equipment](#id1c05d330321418986ba31cdc86483bf_235) | | | [80](#id1c05d330321418986ba31cdc86483bf_235) | | |][added: Equipment]

[removed: | [Note](#id1c05d330321418986ba31cdc86483bf_238) 11 [-] [added: Note 12 –] Property, Plant and [removed: Equipment](#id1c05d330321418986ba31cdc86483bf_238) | | | [82](#id1c05d330321418986ba31cdc86483bf_238) | | |][added: Equipment]

[removed: | [Note](#id1c05d330321418986ba31cdc86483bf_241) 12 [- Investments](#id1c05d330321418986ba31cdc86483bf_241) | | | [83](#id1c05d330321418986ba31cdc86483bf_241) | | |][added: Note 13 – Investments]

[removed: | [Note](#id1c05d330321418986ba31cdc86483bf_247) 13 [- Leases](#id1c05d330321418986ba31cdc86483bf_247) | | | [84](#id1c05d330321418986ba31cdc86483bf_247) | | |][added: Note 14 – Leases]

[removed: | [Note](#id1c05d330321418986ba31cdc86483bf_250) 14 [-] [added: Note 15 –] Liabilities, Commitments and [removed: Contingencies](#id1c05d330321418986ba31cdc86483bf_250) | | | [85](#id1c05d330321418986ba31cdc86483bf_250) | | |][added: Contingencies]

| [removed: [Note](#id1c05d330321418986ba31cdc86483bf_271) 15] [added: [Note](#iee2c8eded21d4c368d2b37fbdee8263f_271) 16] [- Arrangements with Off-Balance Sheet [removed: Risk](#id1c05d330321418986ba31cdc86483bf_271)] [added: Risk](#iee2c8eded21d4c368d2b37fbdee8263f_271)] | | | [removed: [91](#id1c05d330321418986ba31cdc86483bf_271)] [added: [93](#iee2c8eded21d4c368d2b37fbdee8263f_271)] | | |

| [removed: [Note](#id1c05d330321418986ba31cdc86483bf_274) 16] [added: [Note](#iee2c8eded21d4c368d2b37fbdee8263f_274) 17] [- [removed: Debt](#id1c05d330321418986ba31cdc86483bf_274)] [added: Debt](#iee2c8eded21d4c368d2b37fbdee8263f_274)] | | | [removed: [92](#id1c05d330321418986ba31cdc86483bf_274)] [added: [94](#iee2c8eded21d4c368d2b37fbdee8263f_274)] | | |

| [removed: [Note](#id1c05d330321418986ba31cdc86483bf_277) 17] [added: [Note](#iee2c8eded21d4c368d2b37fbdee8263f_277) 18] [- Postretirement [removed: Plans](#id1c05d330321418986ba31cdc86483bf_277)] [added: Plans](#iee2c8eded21d4c368d2b37fbdee8263f_277)] | | | [removed: [93](#id1c05d330321418986ba31cdc86483bf_277)] [added: [95](#iee2c8eded21d4c368d2b37fbdee8263f_277)] | | |

[removed: | [Note](#id1c05d330321418986ba31cdc86483bf_280) 18 [-] [added: Note 19 –] Share-Based Compensation and Other Compensation [removed: Arrangements](#id1c05d330321418986ba31cdc86483bf_280) | | | [102](#id1c05d330321418986ba31cdc86483bf_280) | | |][added: Arrangements]

| [removed: [Note](#id1c05d330321418986ba31cdc86483bf_283) 19] [added: [Note](#iee2c8eded21d4c368d2b37fbdee8263f_283) 20] [- Shareholders’ [removed: Equity](#id1c05d330321418986ba31cdc86483bf_283)] [added: Equity](#iee2c8eded21d4c368d2b37fbdee8263f_283)] | | | [removed: [105](#id1c05d330321418986ba31cdc86483bf_283)] [added: [108](#iee2c8eded21d4c368d2b37fbdee8263f_283)] | | |

[removed: | [Note](#id1c05d330321418986ba31cdc86483bf_286) 20 [-] [added: Note 21 –] Derivative Financial [removed: Instruments](#id1c05d330321418986ba31cdc86483bf_286) | | | [108](#id1c05d330321418986ba31cdc86483bf_286) | | |][added: Instruments]

[removed: | [Note](#id1c05d330321418986ba31cdc86483bf_289) 21 [-] [added: Note 22 –] Fair Value [removed: Measurements](#id1c05d330321418986ba31cdc86483bf_289) | | | [111](#id1c05d330321418986ba31cdc86483bf_289) | | |][added: Measurements]

| [removed: [Note](#id1c05d330321418986ba31cdc86483bf_295) 22] [added: [Note](#iee2c8eded21d4c368d2b37fbdee8263f_295) 23] [- Legal [removed: Proceedings](#id1c05d330321418986ba31cdc86483bf_295)] [added: Proceedings](#iee2c8eded21d4c368d2b37fbdee8263f_295)] | | | [removed: [113](#id1c05d330321418986ba31cdc86483bf_295)] [added: [114](#iee2c8eded21d4c368d2b37fbdee8263f_295)] | | |

[removed: | [Note](#id1c05d330321418986ba31cdc86483bf_298) 23 [-] [added: Note 24 –] Segment and Revenue [removed: Information](#id1c05d330321418986ba31cdc86483bf_298) | | | [114](#id1c05d330321418986ba31cdc86483bf_298) | | |][added: Information]

| [Reports of Independent Registered Public Accounting [removed: Firm](#id1c05d330321418986ba31cdc86483bf_307)] [added: Firm](#iee2c8eded21d4c368d2b37fbdee8263f_307)] | | | [removed: [120](#id1c05d330321418986ba31cdc86483bf_307)] [added: [121](#iee2c8eded21d4c368d2b37fbdee8263f_307)] | | |

| Years ended December 31, | | | [removed: 2024] [added: 2024] | | | | | | [removed: 2023] | | | [added: 2023] | | | [removed: 2022] | | |

| Sales of products | | | [removed: $53,227] [added: $75,356] | | | | | | [removed: $65,581] [added: $53,227] | | | | | | [removed: $55,893] [added: $65,581] | | |

| Sales of services | | | [removed: 13,290] [added: 14,107] | | | | | | [removed: 12,213] [added: 13,290] | | | | | | [removed: 10,715] [added: 12,213] | | |

| Total revenues | | | [removed: 66,517] [added: 89,463] | | | | | | [removed: 77,794] [added: 66,517] | | | | | | [removed: 66,608] [added: 77,794] | | |

| Cost of products | | | [removed: (57,394)] [added: (73,761)] | | | | | | [removed: (59,864)] [added: (57,394)] | | | | | | [removed: (53,969)] [added: (59,864)] | | |

| Cost of services | | | [removed: (11,114)] [added: (11,413)] | | | | | | [removed: (10,206)] [added: (11,114)] | | | | | | [removed: (9,109)] [added: (10,206)] | | |

| Total costs and expenses | | | [removed: (68,508)] [added: (85,174)] | | | | | | [removed: (70,070)] [added: (68,508)] | | | | | | [removed: (63,078)] [added: (70,070)] | | |

| | | | [removed: (1,991)] [added: 4,289] | | | | | | [removed: 7,724] [added: (1,991)] | | | | | | [removed: 3,530] [added: 7,724] | | |

| [removed: Income/(loss)] [added: Income] from operating investments, net | | | [removed: 71] [added: 25] | | | | | | [removed: 46] [added: 71] | | | | | | [removed: (16)] [added: 46] | | |

| General and administrative expense | | | [removed: (5,021)] [added: (6,090)] | | | | | | [removed: (5,168)] [added: (5,021)] | | | | | | [removed: (4,187)] [added: (5,168)] | | |

| Research and development expense, net | | | [removed: (3,812)] [added: (3,615)] | | | | | | [removed: (3,377)] [added: (3,812)] | | | | | | [removed: (2,852)] [added: (3,377)] | | |

| [Note](#iee2c8eded21d4c368d2b37fbdee8263f_208) [](#iee2c8eded21d4c368d2b37fbdee8263f_208)2 [- Spirit Acquisition](#iee2c8eded21d4c368d2b37fbdee8263f_208) | | | [70](#iee2c8eded21d4c368d2b37fbdee8263f_208) | | |

| [Note](#iee2c8eded21d4c368d2b37fbdee8263f_2703) 3 [-](#iee2c8eded21d4c368d2b37fbdee8263f_2703) [D](#iee2c8eded21d4c368d2b37fbdee8263f_2703)[igital Aviation Solutions Divestiture](#iee2c8eded21d4c368d2b37fbdee8263f_2703) | | | [72](#iee2c8eded21d4c368d2b37fbdee8263f_2703) | | |

| Reclassification of realized loss on foreign currency translation to Gain on dispositions, net | | | 17 | | | | | | | | | | | | | | |

See Notes to the Consolidated Financial Statements on pages 59 - 120.

| Cash and cash equivalents | | | $10,921 | | | | | | $13,801 | | |

See Notes to the Consolidated Financial Statements on pages 59 - 120.

| Net earnings/(loss) | | | $2,238 | | | | | | ($11,829) | | | | | | ($2,242) | | |

| Dividends paid on Mandatory convertible preferred stock | | | (331) | | | | | | | | | | | | | | |

See Notes to the Consolidated Financial Statements on pages 59 - 120.

| Net earnings | | | | | | | | | | | | | | | | | | 2,235 | | | | | | 3 | | | 2,238 | | |

| Treasury shares issued for 401(k) contributions | | | | | | | | | 559 | | | 971 | | | | | | | | | | | | | | | 1,530 | | |

| Treasury shares issued in exchange for shares of Spirit | | | | | | | | | 1,874 | | | 2,830 | | | | | | | | | | | | | | | 4,704 | | |

| Premium on Exchangeable Notes assumed from acquisition of Spirit | | | | | | | | | 109 | | | | | | | | | | | | | | | | | | 109 | | |

| Cash dividends declared on Mandatory convertible preferred stock | | | | | | | | | | | | | | | | | | (345) | | | | | | | | | (345) | | |

| Other changes in noncontrolling interests | | | | | | | | | (2) | | | | | | | | | | | | | | | 6 | | | 4 | | |

| Balance at December 31, 2025 | | | $6 | | | $5,061 | | | $21,441 | | | ($28,029) | | | | | | $17,252 | | | ($10,277) | | | $3 | | | $5,457 | | |

See Notes to the Consolidated Financial Statements on pages 59 - 120.

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| Earnings/(loss) from operations | | | 4,281 | | | | | | (10,707) | | | | | | (773) | | |

| Other income, net | | | 1,125 | | | | | | 1,222 | | | | | | 1,227 | | |

| Interest and debt expense | | | (2,771) | | | | | | (2,725) | | | | | | (2,459) | | |

| Earnings/(loss) before income taxes | | | 2,635 | | | | | | (12,210) | | | | | | (2,005) | | |

| Income tax (expense)/benefit | | | (397) | | | | | | 381 | | | | | | (237) | | |

| Net earnings/(loss) | | | 2,238 | | | | | | (11,829) | | | | | | (2,242) | | |

| Less: Net earnings/(loss) attributable to noncontrolling interest | | | 3 | | | | | | (12) | | | | | | (20) | | |

| Net earnings/(loss) attributable to Boeing shareholders | | | 2,235 | | | | | | (11,817) | | | | | | (2,222) | | |

| Less: Mandatory convertible preferred stock dividends accumulated during the period | | | 345 | | | | | | 58 | | | | | | | | |

| Net earnings/(loss) attributable to Boeing common shareholders | | | $1,890 | | | | | | ($11,875) | | | | | | ($2,222) | | |

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incremental direct costs.

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| [Note](#id1c05d330321418986ba31cdc86483bf_205) [](#id1c05d330321418986ba31cdc86483bf_205)2 [- Spirit Acquisition](#id1c05d330321418986ba31cdc86483bf_211) | | | [71](#id1c05d330321418986ba31cdc86483bf_211) | | |

| | | | | | | | | | | | | | | | | | |

| Amortization of prior service credits included in net periodic pension cost, net of tax of $0, $1 and $2 | | | (92) | | | | | | (102) | | | | | | (114) | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Cash and cash equivalents at end of year | | | $13,801 | | | | | | $12,691 | | | | | | $14,614 | | |

| Balance at January 1, 2022 | | | | | | $5,061 | | | $9,052 | | | ($51,861) | | | | | | $34,408 | | | ($11,659) | | | $153 | | | ($14,846) | | |

| Net loss | | | | | | | | | | | | | | | | | | (4,935) | | | | | | (118) | | | (5,053) | | |

| Treasury shares issued for stock options exercised, net | | | | | | | | | (31) | | | 81 | | | | | | | | | | | | | | | 50 | | |

| Treasury shares issued for 401(k) contribution | | | | | | | | | 295 | | | 920 | | | | | | | | | | | | | | | 1,215 | | |

[Table of](#id1c05d330321418986ba31cdc86483bf_10) [Contents](#id1c05d330321418986ba31cdc86483bf_10)

We added a new financial statement line item to the Consolidated Statements of Cash Flows for cash invested in Supplier notes receivable and reclassified the corresponding amounts in the prior period financial statements to conform to the current period presentation.

Sales of services under

For

On June 30, 2024, we entered into an Agreement and Plan of Merger (the Merger Agreement) pursuant to which we have agreed to acquire Spirit AeroSystems Holdings, Inc. (Spirit) in an all-stock transaction at an equity value of approximately $4,700, or $37.25 per share of Spirit Class A Common Stock.

The transaction will include the assumption of Spirit's net debt at closing.

Spirit stockholders will receive 0.25 Boeing shares for each of their Spirit shares if the volume-weighted average price is at or below $149.00, and 0.18 Boeing shares for each of their Spirit shares if the volume-weighted average price is at or above $206.94 per share.

Boeing's acquisition of Spirit will include substantially all Boeing-related commercial operations, as well as certain other operations.

Spirit has also entered into a binding term sheet with Airbus SE (Airbus) setting forth the terms upon which Airbus will, assuming the parties enter into definitive agreements and receive all required regulatory approvals, acquire certain commercial work packages that Spirit performs for Airbus concurrently with the closing of the Boeing-Spirit merger.

In addition, Spirit is selling certain of its other operations.

The transaction is expected to close mid-2025 and is subject to the sale of the Spirit operations related to certain Airbus commercial work packages and the satisfaction of customary closing conditions, including certain regulatory approvals.

On January 31, 2025, Spirit’s stockholders approved the Merger Agreement and the related transactions.

The Merger Agreement contains certain termination rights, including that either Boeing or Spirit may terminate the Merger Agreement if, subject to certain limitations, the transaction has not been consummated by March 31, 2025 (subject to three automatic three-month extensions if on each such date all of the closing conditions except those relating to regulatory approvals have been satisfied or waived) (the Outside Date).

If either party breaches or fails to perform any of its representations, warranties or covenants under the Merger Agreement such that the related conditions to the other party's obligation to consummate the Merger would not be satisfied, and such breach or failure is not curable by the Outside Date or, if curable by the Outside Date, has not been cured within 30 days following notice thereof, such other party may terminate the Merger Agreement.

The Merger Agreement also provides that we will be required to pay Spirit a termination fee of $300 if the Merger Agreement is terminated by Spirit or Boeing under certain specified circumstances as a result of the parties' failure to obtain the required regulatory approvals by the Outside Date or in the event that any law or order related to the required regulatory approvals or any applicable antitrust law or foreign investment law prohibits the consummation of the Merger.

During 2023 and 2024, Boeing reached agreements to provide Spirit up to $1,067 to support its liquidity, rate readiness, and 787 tooling and capital expenditures, of which $166 has yet to be drawn.

At December 31, 2024 and 2023, Other current assets included $539 and $0 and Other assets included $299 and $143.

At December 31, 2024 and 2023, advance payments to Spirit of $165 and $223 were included in Inventories and are scheduled to be recovered as the related shipsets are received by Boeing from Spirit.

On January 22, 2025, Boeing and Spirit reached an agreement to reschedule repayment dates for $515 to 2026.

This includes changing repayment of $425 originally due in 2024 to 2026.

In the event that the

Merger Agreement is terminated in accordance with its terms, the then outstanding balances will become due and payable in full on April 1, 2026.

| Balance at December 31, 2022 | | | $1,316 | | | | | | $3,224 | | | | | | $3,432 | | | | | | $85 | | | | | | $8,057 | | |

| Acquisitions | | | 9 | | | | | | | | | | | | | | | | | | 9 | | | | | | 18 | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Restricted stock units | | | 0.5 | | | | | | | | | | | | 1.0 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Other | | | 473 | | | | | | 614 | | |

The Internal Revenue Service is expected to begin the 2021-2023 federal tax audit in the third quarter of 2025.

Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures as of December 31, [removed: 2024] [added: 2025] and have concluded that these disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation under the framework in Internal Control – Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

Our internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, who has issued an audit report which is included in Item 8 of this report and is incorporated by reference herein.

There were no changes in our internal control over financial reporting that occurred during the fourth quarter of [removed: 2024] [added: 2025] that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Our assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025, did not include an assessment of the effectiveness of internal control over financial reporting of Spirit AeroSystems Holdings, Inc. (Spirit), which was acquired on December 8, 2025.

The operating results of Spirit are included in our Consolidated Financial Statements from the period subsequent to the acquisition date and represent approximately nine percent of our Total assets as of December 31, 2025 and less than one percent of each our Total revenues and Earnings from operations for the year then ended.

We will perform an assessment of the effectiveness of Spirit’s internal control over financial reporting within one year of the date of acquisition.

During the three months ended December 31, [removed: 2024,] [added: 2025,] none of our directors or officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

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Our executive officers and their ages as of [removed: February 3, 2025,] [added: January 30, 2026,] are as follows:

| Uma M. Amuluru | | | [removed: 47] [added: 48] | | | Executive Vice President and Chief Human Resources Officer since April 2024. Ms. Amuluru [removed: previously served as] [added: joined Boeing in 2017 and her previous positions include] Vice President and Assistant General Counsel, Boeing Defense, Space & Security from April 2023 to March 2024; Chief Compliance Officer and Vice President, Global Compliance from May 2020 to April 2023; [added: and] Vice President and Assistant General Counsel, Engineering, Test & Technology, IT and Manufacturing, Supply Chain & Operations from October 2018 to May [removed: 2020; and Senior Counsel from August 2017 to October 2018.] [added: 2020.] | | |

| Dana S. Deasy | | | [removed: 65] [added: 66] | | | Chief Information Digital Officer and Senior Vice President, Information [added: Digital] Technology & [removed: Data Analytics] [added: Security] since December 2024. Mr. Deasy most recently served as Chief Information Officer for the U.S. Department of Defense from 2018 to 2021. Prior to that, he served as Global Chief Information Officer and Managing Director of JPMorgan Chase & Co. from 2013 to 2017, and Global Chief Information Officer & Group Vice President of BP, Plc from 2007 to 2013. | | |

| Brett C. Gerry | | | [removed: 53] [added: 54] | | | Chief Legal Officer and Executive Vice President, Global Compliance since May 2020. Mr. Gerry previously served as Senior Vice President and General Counsel from May 2019 to May 2020; President of Boeing Japan from February 2016 to May 2019; Vice President and General Counsel, Boeing Commercial Airplanes from March 2009 to March 2016; and Chief Counsel, Network and Space Systems from September 2008 to March 2009. | | |

| Howard E. McKenzie | | | [removed: 58] [added: 59] | | | Chief Engineer and Executive Vice President, Engineering, Test & Technology since March 2023. Mr. McKenzie joined Boeing in 1987 and his previous positions include Vice President and Chief Engineer of Boeing Commercial Airplanes from August 2021 to March 2023; Vice President and Chief Engineer of Boeing Global Services from June 2020 to August 2021; Vice President of Boeing Test and Evaluation from June 2019 to June 2020; and Vice President and Chief Project Engineer for the 777 program from October 2017 to June 2019. | | |

| Brendan J. Nelson | | | [removed: 66] [added: 67] | | | Senior Vice [removed: President and] [added: President;] President, Boeing Global since January 2023. Dr. Nelson previously served as President of Boeing Australia, New Zealand and South Pacific from February 2020 to January 2023. Prior to joining Boeing, he served as the Director of the Australian War Memorial from December 2012 to December 2019 and as the Australian Ambassador to Belgium, Luxembourg, the European Union and NATO from February 2010 to November 2012. | | |

| Robert K. Ortberg | | | [removed: 64] [added: 65] | | | President and Chief Executive Officer, and a member of the Board, since August 8, 2024. Mr. Ortberg’s previous positions include Special Advisor to the Office of the Chief Executive Officer of RTX Corporation from February 2020 to March 2021 and Chief Executive Officer of Collins Aerospace, a United Technologies company, from December 2018 to February 2020. Prior to that, he served in a number of leadership positions at Rockwell Collins, Inc., including Chairman, President and Chief Executive Officer from 2015 to 2018; President and Chief Executive Officer from 2013 to 2015; President from 2012 to 2013; Executive Vice President, Chief Operating Officer of Government Systems from 2010 to 2012; and Executive Vice President, Chief Operating Officer of Commercial Systems from 2006 to 2010. Mr. Ortberg also serves on the board of directors of Aptiv PLC and served on the board of directors of RTX Corporation. | | |

| Stephanie F. Pope | | | [removed: 52] [added: 53] | | | Executive Vice [removed: President and Chief Operating Officer since January 2024 and] [added: President;] President and Chief Executive Officer, Boeing Commercial Airplanes since March 2024. Ms. Pope joined Boeing in 1994, and her previous positions include [added: Chief Operating Officer from January 2024 to February 2025,] Executive Vice President, President and Chief Executive Officer, Boeing Global Services from April 2022 to December 2023; Vice President and Chief Financial Officer of Boeing Commercial Airplanes from December 2020 to March 2022; Vice President and Chief Financial Officer of Boeing Global Services from January 2017 to December 2020; Vice President of Finance and Controller for Boeing Defense, Space & Security from August 2016 to December 2016; and Vice President, Financial Planning & Analysis from February 2013 to July 2016. | | |

| D. Christopher Raymond | | | [removed: 60] [added: 61] | | | Executive Vice President, President and Chief Executive Officer, Boeing Global Services since January 2024. Mr. Raymond joined Boeing in 1986 and his previous positions include Senior Vice President and Chief Sustainability Officer from October 2020 to December 2023; Vice President of Sustainability, Strategy and Corporate Development from April 2019 to October 2020; Vice President and General Manager of Autonomous Systems, a division within Boeing Defense, Space & Security, from April 2015 to July 2018; and a series of other Vice President and General Manager of several businesses for Boeing Defense, Space & Security. | | |

| Ann M. Schmidt | | | [removed: 49] [added: 50] | | | Senior Vice President and Chief Communications & Brand Officer since December 2024. Ms. Schmidt joined Boeing in 2005, and her previous positions include interim Chief Communications Officer from August 2024 to December 2024; Vice President, Corporate Communications and Employee Engagement from December 2022 to July 2024; Vice President, Corporate Communications from January 2021 to December 2022; Director, Executive Council Business Operations and Chief of Staff to Boeing CEO from October 2016 to January 2021; and Director, Executive and Employee Communications, Boeing Commercial Airplanes from January 2013 to September 2016. | | |

Additional information required by this item will be included under “Election of Directors (Item 1) – Director Nominees,” “Corporate Governance – Board Committees,” and “Compensation Discussion and Analysis – Other Program Features and Policies – [removed: Securities] [added: Insider] Trading Policy,” in our proxy statement, which will be filed with the SEC no later than 120 days after December 31, [removed: 2024] [added: 2025] (the [removed: “2025] [added: “2026] Proxy Statement”), and that information is incorporated by reference herein.

| Jesus Malave, Jr. | | | 57 | | | Executive Vice President and Chief Financial Officer since August 2025. Prior to joining Boeing, Mr. Malave served as Chief Financial Officer of Lockheed Martin Corporation from January 2022 to April 2025. Prior to that, he served as Senior Vice President and Chief Financial Officer of L3Harris Technologies, Inc. from June 2019 to January 2022. Mr. Malave previously served in various roles at United Technologies Corporation (UTC), including as Vice President and Chief Financial Officer of UTC’s Carrier Corporation from April 2018 to June 2019; as Vice President and Chief Financial Officer of UTC’s Aerospace Systems from January 2015 to April 2018; and as Head of Investor Relations from June 2012 to December 2014. Mr. Malave serves on the board of GE Vernova Inc. | | |

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| Stephen K. Parker | | | 54 | | | Executive Vice President; President and Chief Executive Officer of Boeing Defense, Space & Security since July 2025. Mr. Parker joined Boeing in 1988, and his previous positions include interim President and Chief Executive Officer of Boeing Defense, Space & Security from September 2024 to June 2025; Vice President and Chief Operating Officer, Boeing Defense, Space & Security from October 2022 to July 2025; Vice President and General Manager, Bomber & Fighters Division from March 2021 to October 2022; Vice President and General Manager, Vertical Lift from November 2019 to February 2021; Vice President and T-X Program Manager from October 2018 to November 2019; and Vice President and F-15 Program Manager from August 2016 to October 2018. | | |

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| Jeffrey S. Shockey | | | 59 | | | Executive Vice President of Government Operations, Global Public Policy & Corporate Strategy since February 2025. Prior to that, Mr. Shockey most recently served as Senior Vice President, Global Government Relations of RTX Corporation from August 2021 to February 2025. From 2018 to 2021, Mr. Shockey served as Vice President of Global Sales and Marketing at Boeing. Mr. Shockey previously served as Vice President, Federal Affairs and International Policy of Boeing from January 2016 to January 2018. Prior to joining Boeing, Mr. Shockey served as Staff Director of the House Permanent Select Committee on Intelligence from 2015 to 2016. | | |

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| Stephen E. Biegun | | | 61 | | | Senior Vice President, Global Public Policy since April 2023. Prior to joining Boeing, Mr. Biegun served as senior Advisor to Macro Advisory Partners from August 2021 to April 2023, Deputy Secretary of State for the U.S. Department of State from December 2019 to January 2021, Special Representative for North Korea for the U.S. Department of State from September 2018 to January 2021 and Vice President, International Governmental Relations at Ford Motor Company from April 2004 to November 2018. | | |

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| Brian J. West | | | 55 | | | Executive Vice President and Chief Financial Officer since August 2021. Prior to joining Boeing, Mr. West served as Chief Financial Officer of Refinitiv Holdings (a London Stock Exchange Group business and provider of financial markets data and infrastructure) from November 2018 to June 2021. Prior to that, he served as Chief Financial Officer and Executive Vice President of Operations of Oscar Insurance Corporation from January 2016 to October 2018. Mr. West served as Chief Operating Officer of Nielsen Holdings plc from March 2014 to December 2015 and as Chief Financial Officer of Nielsen Holdings plc (or its predecessor) from February 2007 to March 2014. Prior to joining Nielsen, Mr. West was employed by the General Electric Company as the Chief Financial Officer of its GE Aviation division from June 2005 to February 2007 and Chief Financial Officer of its GE Aviation Services division from March 2004 to June 2005. Prior to that, Mr. West held several senior financial positions across General Electric Company businesses, including Plastics, NBC, Energy and Transportation. | | |

The information required by this item will be included under “Compensation [added: Committee Report,” “Compensation] Discussion and Analysis,” [added: “Compensation of Executive Officers”] (other than “Pay Versus [removed: Performance”) “Compensation of Executive Officers,”] [added: Performance”),] and [removed: “Corporate Governance – Compensation] [added: “Compensation] of [removed: Directors,”] [added: Directors”] in the [removed: 2025] [added: 2026] Proxy Statement, and that information is incorporated by reference herein.

[removed: – Compensation] [added: The information contained in "Compensation] Committee Report” shall not be deemed to be filed with the SEC or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporates such information into future filings under the Securities Act of 1933 or the Exchange Act.

[Table of Co](#iee2c8eded21d4c368d2b37fbdee8263f_10)[ntents](#iee2c8eded21d4c368d2b37fbdee8263f_10)

The information contained in "Compensation Discussion and Analysis

[Table of](#id1c05d330321418986ba31cdc86483bf_10) [Contents](#id1c05d330321418986ba31cdc86483bf_10)

The following table sets forth information regarding outstanding stock options and stock units, and shares available for future issuance under these plans as of December 31, [removed: 2024:][added: 2025:]

| Other stock units(2) | | | [removed: 7,532,327] [added: 5,417,239] | | | | | | | | | | | | | | | | | |

| Equity compensation plans not approved by [removed: shareholders] [added: shareholders(3)] | | | None | | | | | | None | | | | | | None | | | | | |

(2) Includes [removed: 626,326] [added: 585,184] shares [added: of Boeing common stock] issuable in respect of [removed: Performance Restricted Stock Units.][added: performance restricted stock units.]

[removed: (3)] [added: (4)] Includes [removed: 11,405,569] [added: 11,068,738] shares issuable under our employee stock purchase plan.

There were [removed: 73,717] [added: 83,905] shares subject to purchase under the employee stock purchase plan as of December 31, [removed: 2024.][added: 2025.]

[removed: (4)] [added: (5)] Excludes shares of [added: Boeing] common stock that may be offered and sold under our 401(k) Plan.

For further information, see Note [removed: 18] [added: 19] to our Consolidated Financial Statements.

The additional information required by this item will be included under “Stock Ownership Information” in the [removed: 2025] [added: 2026] Proxy Statement, and that information is incorporated by reference herein.

| Stock options | | | 1,299,095 | | | | | | $239.49 | | | | | | | | | | | |

| Deferred compensation | | | 442,995 | | | | | | | | | | | | | | | | | |

| Total | | | 7,159,329 | | | | | | $239.49 | | | | | | 13,770,650 | | | (4)(5) | | |

(3) Excludes 162,081 shares of Boeing common stock issuable in respect of outstanding awards originally granted under the Spirit AeroSystems Holdings, Inc. Amended and Restated 2014 Omnibus Incentive Plan, which the Company assumed and were automatically converted into restricted stock unit awards denominated in shares of Boeing common stock in connection with the Spirit Acquisition.

No additional awards will be granted under this plan.

[Table of Co](#iee2c8eded21d4c368d2b37fbdee8263f_10)[ntents](#iee2c8eded21d4c368d2b37fbdee8263f_10)

| Stock options | | | 903,999 | | | | | | $245.76 | | | | | | | | | | | |

| Deferred compensation | | | 528,862 | | | | | | | | | | | | | | | | | |

| Total | | | 8,965,188 | | | | | | $245.76 | | | | | | 16,057,233 | | | (3)(4) | | |

The information required by this item will be included under “Corporate Governance - Related-Person Transactions,” “Corporate Governance - Director Independence,” and “Corporate Governance - Board Committees” in the [removed: 2025] [added: 2026] Proxy Statement, and that information is incorporated by reference herein.

[Table of](#id1c05d330321418986ba31cdc86483bf_10) [Contents](#id1c05d330321418986ba31cdc86483bf_10)

The information required by this item will be included under “Ratify the Appointment of Independent Auditor (Item 3) - Independent Auditor Fees” in the [removed: 2025] [added: 2026] Proxy Statement, and that information is incorporated by reference herein.

| 2.1† | | | [Agreement and Plan of Merger, dated June 30, 2024, by and among Spirit AeroSystems Holdings, Inc., The Boeing Company and Sphere Acquisition Corp. (Exhibit 2.1 to the Company’s Current Report on Form [removed: 8-K, dated] [added: 8-K](https://www.sec.gov/Archives/edgar/data/12927/000119312524172676/d838733dex21.htm) [dated] July 1, 2024)](https://www.sec.gov/Archives/edgar/data/12927/000119312524172676/d838733dex21.htm) | | |

| 3.2 | | | [By-Laws of The Boeing Company, as amended and restated, effective August 29, 2023 (Exhibit 3.1 to the [removed: Company's](https://www.sec.gov/Archives/edgar/data/12927/000001292723000054/a202308aug298kex31.htm) [Current] [added: Company's Current] Report on Form 8-K [removed: dated](https://www.sec.gov/Archives/edgar/data/12927/000001292723000054/a202308aug298kex31.htm) [August 29](https://www.sec.gov/Archives/edgar/data/12927/000001292723000054/a202308aug298kex31.htm)[,] [added: dated August 29,] 2023)](https://www.sec.gov/Archives/edgar/data/12927/000001292723000054/a202308aug298kex31.htm) | | |

| 3.3 | | | [Certificate of Designations, filed with the Secretary of State of the State of Delaware and effective [removed: October](https://www.sec.gov/Archives/edgar/data/12927/000119312524248743/d750441dex31.htm) [31,] [added: October 31,] 2024 (Exhibit 3.1 to the Company’s Current Report on Form [removed: 8-K, dated] [added: 8-K](https://www.sec.gov/Archives/edgar/data/12927/000119312524248743/d750441dex31.htm) [dated] October 28, 2024)](https://www.sec.gov/Archives/edgar/data/12927/000119312524248743/d750441dex31.htm) | | |

| 4.1 | | | [Description of The Boeing Company Securities Registered under Section 12 of the Exchange [removed: Act](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex41.htm)] [added: Act (Exhibit 4.1 to the Company’s Form 10-K for the year ended December 31, 2024)](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex41.htm)] | | |

| 4.2 | | | [Senior Debt Securities Indenture dated as of [removed: February](https://www.sec.gov/Archives/edgar/data/12927/000119312509048656/dex41.htm) [](https://www.sec.gov/Archives/edgar/data/12927/000119312509048656/dex41.htm)[1,] [added: February 1,] 2003, between The Boeing Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Form S-3 dated March 9, 2009)](https://www.sec.gov/Archives/edgar/data/12927/000119312509048656/dex41.htm) | | |

| 4.3 | | | [First Supplemental Indenture, dated as of May 1, 2024 between The Boeing Company and The Bank of New York Mellon, N.A., as successor trustee to JPMorgan Chase Bank, as Trustee (Exhibit 4.1 to the Company’s Current Report on Form [removed: 8-K, dated] [added: 8-K](https://www.sec.gov/Archives/edgar/data/12927/000119312524130860/d836110dex41.htm) [dated] April 29, 2024)](https://www.sec.gov/Archives/edgar/data/12927/000119312524130860/d836110dex41.htm) | | |

| 4.4 | | | [Form of Certificate for the 6.00% Series A Mandatory Convertible Preferred Stock [removed: (Exhibit](https://www.sec.gov/Archives/edgar/data/12927/000119312524248743/d750441dex31.htm) [4.1](https://www.sec.gov/Archives/edgar/data/12927/000119312524248743/d750441dex31.htm) [to] [added: (Exhibit 4.1 to] the Company’s Current Report on Form 8-K dated October 28, 2024)](https://www.sec.gov/Archives/edgar/data/12927/000119312524248743/d750441dex31.htm) | | |

| 4.6 | | | [Form of Depositary Receipt for the Depositary Shares [removed: (Exhibit](https://www.sec.gov/Archives/edgar/data/12927/000119312524248743/d750441dex42.htm) [](https://www.sec.gov/Archives/edgar/data/12927/000119312524248743/d750441dex42.htm)[4.](https://www.sec.gov/Archives/edgar/data/12927/000119312524248743/d750441dex42.htm)[3](https://www.sec.gov/Archives/edgar/data/12927/000119312524248743/d750441dex42.htm) [to] [added: (Exhibit 4.3 to] the Company’s Current Report on Form 8-K dated October 28, 2024)](https://www.sec.gov/Archives/edgar/data/12927/000119312524248743/d750441dex42.htm) | | |

| 10.1 | | | [Five-Year Credit Agreement, dated as of August 24, 2023, among The Boeing Company for itself and on behalf of its Subsidiaries, as a Borrower, the Lenders party hereto, Citibank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent and Citibank N.A. and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint book managers (Exhibit 10.2 to the [removed: Company’s](https://www.sec.gov/Archives/edgar/data/12927/000001292723000051/a202308aug24ex102.htm) [Current] [added: Company’s Current] Report [removed: o](https://www.sec.gov/Archives/edgar/data/12927/000001292723000051/a202308aug24ex102.htm)[n](https://www.sec.gov/Archives/edgar/data/12927/000001292723000051/a202308aug24ex102.htm) [Form](https://www.sec.gov/Archives/edgar/data/12927/000001292723000051/a202308aug24ex102.htm) [8-K, dated] [added: on Form 8-K](https://www.sec.gov/Archives/edgar/data/12927/000001292723000051/a202308aug24ex102.htm) [dated] August 24, [removed: 2023](https://www.sec.gov/Archives/edgar/data/12927/000001292723000051/a202308aug24ex102.htm)[)](https://www.sec.gov/Archives/edgar/data/12927/000001292723000051/a202308aug24ex102.htm)] [added: 2023)](https://www.sec.gov/Archives/edgar/data/12927/000001292723000051/a202308aug24ex102.htm)] | | |

| 10.2 | | | [removed: [Three-Year] [added: [Five-Year] Credit Agreement, dated as of [removed: August 25, 2022,] [added: May 15, 2024,] among The Boeing Company for itself and on behalf of its Subsidiaries, as a Borrower, the Lenders party hereto, Citibank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent and [removed: Citibank,] [added: Citibank] N.A. and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint book managers (Exhibit [removed: 10.2] [added: 10.1] to the Company’s Current Report on Form [removed: 8-K, dated August 25, 2022)](https://www.sec.gov/Archives/edgar/data/12927/000119312522232897/d396135dex102.htm)] [added: 8-K](https://www.sec.gov/Archives/edgar/data/12927/000001292724000037/a202405may15ex101.htm) [dated May 15, 2024)](https://www.sec.gov/Archives/edgar/data/12927/000001292724000037/a202405may15ex101.htm)] | | |

| 10.3 | | | [removed: [Five-Year] [added: [364-Day] Credit Agreement, dated as of [removed: May 15, 2024,] [added: August 25, 2025,] among The Boeing Company for itself and on behalf of its Subsidiaries, as a Borrower, the Lenders party hereto, Citibank, N.A., as [removed: administrative agent,] [added: Administrative Agent,] JPMorgan Chase Bank, [removed: N.A.,] [added: N.A.] as [removed: syndication agent] [added: Syndication Agent] and [removed: Citibank] [added: Citibank,] N.A. and JPMorgan Chase [removed: Bank,] [added: Bank] N.A., as [removed: joint lead arrangers] [added: Joint Lead Arrangers] and [removed: joint book managers] [added: Joint Book Managers] (Exhibit 10.1 to the Company’s Current Report on Form [removed: 8-K, dated May 15, 2024)](https://www.sec.gov/Archives/edgar/data/12927/000001292724000037/a202405may15ex101.htm)] [added: 8-K](https://www.sec.gov/Archives/edgar/data/12927/000001292725000064/a202508aug258kex101.htm) [dated August 25, 2025)](https://www.sec.gov/Archives/edgar/data/12927/000001292725000064/a202508aug258kex101.htm)] | | |

| 10.6 | | | [removed: [Deferred Prosecution Agreement] [added: [Non-Prosecution Agreement,] dated [removed: January 6, 2021] [added: May 29, 2025] (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated [removed: January 6, 2021)](https://www.sec.gov/Archives/edgar/data/12927/000001292721000003/a202001jan078kexhibit101.htm)] [added: May 29, 2025)](https://www.sec.gov/Archives/edgar/data/12927/000001292725000041/a20255may298kex101.htm)] | | |

| 10.9 | | | [The Boeing Company Global Annual Incentive Plan, as amended and restated effective January 1, [removed: 2025] [added: 2026] (formerly known as The Boeing Company Annual Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex109.htm)[)*](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex109.htm)] [added: Plan)*](https://www.sec.gov/Archives/edgar/data/12927/000162828026004357/a202512dec3110kex109.htm)] | | |

| 10.10 | | | [The Boeing Company 1997 Incentive Stock Plan, as amended effective May 1, [removed: 2000](https://www.sec.gov/Archives/edgar/data/12927/000119312507232400/dex105.htm)[,](https://www.sec.gov/Archives/edgar/data/12927/000119312507232400/dex105.htm) [and] [added: 2000, and] further amended effective January 1, 2008 (Exhibit 10.5 to the Company’s Current Report on Form 8-K dated October 28, 2007)*](https://www.sec.gov/Archives/edgar/data/12927/000119312507232400/dex105.htm) | | |

| 10.11 | | | [Supplemental Executive Retirement Plan for Employees of The Boeing Company, as amended and [removed: restated as of June] [added: restated](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm) [effective](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm) [](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm)[June] 1, [removed: 2021](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm) [(](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm)[Exh](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm)[i](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm)[bit] [added: 2021 (Exhibit] 10.13 to the [removed: Co](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm)[mpany](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm)[’](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm)[s] [added: Company’s] Form 10-K for [removed: the](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm) [year] [added: the year] ended December 31, [removed: 2023)](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm)[*](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm)] [added: 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm)] | | |

| [removed: 10.12] [added: 10.13] | | | [The Boeing Company Executive Supplemental Savings Plan, as amended and restated effective January 1, [removed: 2025](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1012.htm)[*](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1012.htm)] [added: 2025 (Exhibit 10.12 to the Company’s Form 10-K for the year ended December 31, 2024)*](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1012.htm)] | | |

| [removed: 10.13] [added: 10.16] | | | [The Boeing Company Executive Layoff Benefits Plan, as amended and restated effective January 1, [removed: 2025](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1013.htm)[*](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1013.htm)] [added: 2025 (Exhibit 10.13 to the Company’s Form 10-K for the year ended December 31, 2024)*](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1013.htm)] | | |

| [removed: 10.14] [added: 10.17] | | | [The Boeing Company 2003 Incentive Stock Plan, as amended and restated effective January 1, [removed: 2025](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1014.htm)[*](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1014.htm)] [added: 2025 (Exhibit 10.14 to the Company’s Form 10-K for the year ended December 31, 2024)*](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1014.htm)] | | |

| [removed: 10.15] [added: 10.18] | | | [The Boeing Company 2023 Incentive Stock Plan, as amended and restated effective January 1, [removed: 2025](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1015.htm)[*](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1015.htm)] [added: 2025 (Exhibit 10.15 to the Company’s Form 10-K for the year ended December 31, 2024)*](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1015.htm)] | | |

| [removed: 10.16] [added: 10.19] | | | [Form of U.S. Notice of Terms of Non-Qualified Stock Option (Exhibit 10.1 to the Company’s [added: Form] 10-Q for the quarter ended March 31, 2021)*](https://www.sec.gov/Archives/edgar/data/12927/000001292721000040/a202103mar3110qex101.htm) | | |

| [removed: 10.17] [added: 10.20] | | | [Form of International Notice of Terms of Non-Qualified Stock Option (Exhibit 10.2 to the Company’s [added: Form] 10-Q for the quarter ended March 31, 2021)*](https://www.sec.gov/Archives/edgar/data/12927/000001292721000040/a202103mar3110qex102.htm) | | |

| [removed: 10.18] [added: 10.22] | | | [Form of U.S. Notice of Terms of Non-Qualified [added: Premium-Priced] Stock Option [removed: for CEO] (Exhibit 10.3 to the Company’s [added: Form] 10-Q for the quarter ended March 31, [removed: 2021)*](https://www.sec.gov/Archives/edgar/data/12927/000001292721000040/a202103mar3110qex103.htm)] [added: 2022)*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000022/a202203mar3110-qex103.htm)] | | |

| [removed: 10.19] [added: 10.40] | | | [Form of U.S. Notice of Terms of [added: Supplemental] Restricted Stock Units [removed: for CEO] (Exhibit [removed: 10.6] [added: 10.5] to the Company’s [added: Form] 10-Q for the quarter ended March 31, [removed: 2021)*](https://www.sec.gov/Archives/edgar/data/12927/000001292721000040/a202103mar3110qex106.htm)] [added: 2025)*](https://www.sec.gov/Archives/edgar/data/12927/000001292725000031/a202503mar3110qex105.htm)] | | |

| [removed: 10.20] [added: 10.21] | | | [Form of Notice of Terms of Supplemental Non-Qualified Stock Option (Exhibit 10.3 to the Company’s Current Report on Form 8-K dated June 29, 2021)*](https://www.sec.gov/Archives/edgar/data/12927/000001292721000056/a202106jun298k1ex103.htm) | | |

| [removed: 10.21] [added: 10.23] | | | [removed: [U.S.] [added: [Form of International] Notice of Terms of Non-Qualified Premium-Priced Stock Option [removed: for CEO, dated February 16, 2022] (Exhibit [removed: 10.1] [added: 10.5] to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2022)*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000022/a202203mar3110-qex101.htm)] [added: 2022)*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000022/a202203mar3110-qex105.htm)] | | |

| [removed: 10.22] [added: 10.28] | | | [removed: [U.S.] [added: [Form of U.S.] Notice of Terms of Long-Term Incentive Restricted Stock Units [removed: for CEO, dated February 16, 2022] (Exhibit [removed: 10.2] [added: 10.3] to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2022)*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000022/a202203mar3110-qex102.htm)] [added: 2024)*](https://www.sec.gov/Archives/edgar/data/12927/000001292724000025/a202403mar3110qex103.htm)] | | |

| [removed: 10.23] [added: 10.36] | | | [Form of U.S. Notice of Terms of [added: Long-Term Incentive] Non-Qualified Premium-Priced Stock Option (Exhibit [removed: 10.3] [added: 10.1] to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2022)*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000022/a202203mar3110-qex103.htm)] [added: 2025)*](https://www.sec.gov/Archives/edgar/data/12927/000001292725000031/a202503mar3110qex101.htm)] | | |

| 10.24 | | | [Form of U.S. Notice of Terms of Long-Term Incentive Restricted Stock Units (Exhibit [removed: 10.4] [added: 10.3] to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2022)*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000022/a202203mar3110-qex104.htm)] [added: 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex103.htm)] | | |

| [removed: 10.25] [added: 10.37] | | | [Form of [removed: International] [added: Non-U.S.] Notice of Terms of [added: Long-Term Incentive] Non-Qualified Premium-Priced Stock Option (Exhibit [removed: 10.5] [added: 10.2] to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2022)*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000022/a202203mar3110-qex105.htm)] [added: 2025)*](https://www.sec.gov/Archives/edgar/data/12927/000001292725000031/a202503mar3110qex102.htm)] | | |

| [removed: 10.26] [added: 10.27] | | | [Form of International Notice of Terms of Long-Term Incentive [added: Performance] Restricted Stock Units [added: (Stock-Settled)] (Exhibit 10.6 to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2022)*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000022/a202203mar3110-qex106.htm)] [added: 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex106.htm)] | | |

| [removed: 10.27] [added: 10.26] | | | [Form of U.S. Notice of Terms of Long-Term Incentive [added: Performance] Restricted Stock Units [removed: – CEO] (Exhibit [removed: 10.1] [added: 10.5] to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex101.htm)] [added: 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex105.htm)] | | |

| [removed: 10.28] [added: 10.25] | | | [Form of [removed: U.S.] [added: International] Notice of Terms of Long-Term Incentive [removed: Performance] Restricted Stock Units [removed: – CEO] [added: (Stock-Settled)] (Exhibit [removed: 10.2] [added: 10.4] to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex102.htm)] [added: 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex104.htm)] | | |

| [removed: 10.29] [added: 10.38] | | | [Form of U.S. Notice of Terms of Long-Term Incentive Restricted Stock Units (Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex103.htm)] [added: 2025)*](https://www.sec.gov/Archives/edgar/data/12927/000001292725000031/a202503mar3110qex103.htm)] | | |

| [removed: 10.30] [added: 10.29] | | | [Form of International Notice of Terms of Long-Term Incentive Restricted Stock Units (Stock-Settled) (Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex104.htm)] [added: 2024)*](https://www.sec.gov/Archives/edgar/data/12927/000001292724000025/a202403mar3110qex104.htm)] | | |

| [removed: 10.31] [added: 10.30] | | | [Form of U.S. Notice of Terms of Long-Term Incentive Performance Restricted Stock Units (Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex105.htm)] [added: 2024)*](https://www.sec.gov/Archives/edgar/data/12927/000001292724000025/a202403mar3110qex105.htm)] | | |

| [removed: 10.32] [added: 10.31] | | | [Form of International Notice of Terms of Long-Term Incentive Performance Restricted Stock Units (Stock-Settled) (Exhibit 10.6 to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex106.htm)] [added: 2024)*](https://www.sec.gov/Archives/edgar/data/12927/000001292724000025/a202403mar3110qex106.htm)] | | |

| [removed: 10.33] [added: 10.35] | | | [removed: [U.S.] [added: [Form of U.S.] Notice of Terms of Supplemental Restricted Stock [removed: Units (Exhibit 10.7] [added: Units](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1044.htm) [](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1044.htm)[(Exhibit 10.44] to the Company’s Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: March] [added: December] 31, [removed: 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex107.htm)] [added: 2024)*](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1044.htm)] | | |

| [removed: 10.34] [added: 10.33] | | | [removed: [U.S.] [added: [Form of U.S.] Notice of Terms of [removed: Special] [added: Supplemental] Restricted Stock Units [removed: - CEO, dated February 16, 2023] [added: for CEO] (Exhibit [removed: 10.1] [added: 10.2] to the Company’s Current Report on Form [removed: 8-K dated February 16, 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000011/a202302feb168kex991.htm)] [added: 8-K](https://www.sec.gov/Archives/edgar/data/12927/000001292724000058/a202407jul318kex102.htm) [dated July 30, 2024)*](https://www.sec.gov/Archives/edgar/data/12927/000001292724000058/a202407jul318kex102.htm)] | | |

| [removed: 10.35] [added: 10.39] | | | [Form of [removed: U.S.] [added: Non-U.S.] Notice of Terms of Long-Term Incentive Restricted Stock Units [removed: – CEO] (Exhibit [removed: 10.1] [added: 10.4] to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2024)*](https://www.sec.gov/Archives/edgar/data/12927/000001292724000025/a202403mar3110qex101.htm)] [added: 2025)*](https://www.sec.gov/Archives/edgar/data/12927/000001292725000031/a202503mar3110qex104.htm)] | | |

| [removed: 10.36] [added: 10.34] | | | [Form of U.S. Notice of Terms of [removed: Long-Term Incentive] Performance [removed: Restricted] [added: Non-Qualified] Stock [removed: Units –] [added: Option for] CEO (Exhibit [removed: 10.2] [added: 10.4] to the Company’s Form 10-Q for the quarter ended [removed: March 31, 2024)*](https://www.sec.gov/Archives/edgar/data/12927/000001292724000025/a202403mar3110qex102.htm)] [added: September 30, 2024)*](https://www.sec.gov/Archives/edgar/data/12927/000001292724000082/a202409sep3010qex104.htm)] | | |

| 2.2† | | | [M](https://www.sec.gov/Archives/edgar/data/12927/000119312525093515/d938289dex21.htm)[embership Interest Purchase Agreement, dated as of April 22](https://www.sec.gov/Archives/edgar/data/12927/000119312525093515/d938289dex21.htm)[, 2025, among The Boeing Company, JNPR Aero](https://www.sec.gov/Archives/edgar/data/12927/000119312525093515/d938289dex21.htm)[, LLC and Project Maroon](https://www.sec.gov/Archives/edgar/data/12927/000119312525093515/d938289dex21.htm)[, LLC (Exhibit 2.1 to the Company](https://www.sec.gov/Archives/edgar/data/12927/000119312525093515/d938289dex21.htm)[’](https://www.sec.gov/Archives/edgar/data/12927/000119312525093515/d938289dex21.htm)[s Current Report on Form 8-K dated April 22, 2025)](https://www.sec.gov/Archives/edgar/data/12927/000119312525093515/d938289dex21.htm) | | |

[Table of Co](#iee2c8eded21d4c368d2b37fbdee8263f_10)[ntents](#iee2c8eded21d4c368d2b37fbdee8263f_10)

[Table of Co](#iee2c8eded21d4c368d2b37fbdee8263f_10)[ntents](#iee2c8eded21d4c368d2b37fbdee8263f_10)

| 10.12 | | | [Amendment No. 1 to the Supplemental Executive Retirement Plan for Employees of The Boeing Company,](https://www.sec.gov/Archives/edgar/data/12927/000162828026004357/a202512dec3110kex1012.htm) [effective October 31, 2025*](https://www.sec.gov/Archives/edgar/data/12927/000162828026004357/a202512dec3110kex1012.htm) | | |

| 10.14 | | | [Amendment No. 1 to](https://www.sec.gov/Archives/edgar/data/12927/000162828026004357/a202512dec3110kex1014.htm) [T](https://www.sec.gov/Archives/edgar/data/12927/000162828026004357/a202512dec3110kex1014.htm)[he Boeing Company Executive Supplemental Savings Plan](https://www.sec.gov/Archives/edgar/data/12927/000162828026004357/a202512dec3110kex1014.htm)[, effective April 23, 2025*](https://www.sec.gov/Archives/edgar/data/12927/000162828026004357/a202512dec3110kex1014.htm) | | |

| 10.15 | | | [Amendment No. 2 to](https://www.sec.gov/Archives/edgar/data/12927/000162828026004357/a202512dec3110kex1015.htm) [T](https://www.sec.gov/Archives/edgar/data/12927/000162828026004357/a202512dec3110kex1015.htm)[he Boeing Company Executive Supplemental Savings Plan](https://www.sec.gov/Archives/edgar/data/12927/000162828026004357/a202512dec3110kex1015.htm)[, effective January 1, 2025*](https://www.sec.gov/Archives/edgar/data/12927/000162828026004357/a202512dec3110kex1015.htm) | | |

[Table of Co](#iee2c8eded21d4c368d2b37fbdee8263f_10)[ntents](#iee2c8eded21d4c368d2b37fbdee8263f_10)

| 10.41 | | | [Form of U.S. Notice of Terms of Cash-Based Award (Exhibit 10.1 to the Company’s Current Report on Form 8-K](https://www.sec.gov/Archives/edgar/data/12927/000001292725000050/a202506jun278kex101.htm) [dated June 27, 2025)*](https://www.sec.gov/Archives/edgar/data/12927/000001292725000050/a202506jun278kex101.htm) | | |

| 10.43 | | | [Letter Agreement with Jesus Malave (Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended June 30, 2025)*](https://www.sec.gov/Archives/edgar/data/12927/000001292725000062/a202506jun3010qex105.htm)ϕ | | |

| 22 | | | [Subsidiary Guarantor and Issuer of Guaranteed Securities](https://www.sec.gov/Archives/edgar/data/12927/000162828026004357/a202512dec3110kex22.htm) | | |

[Table of Co](#iee2c8eded21d4c368d2b37fbdee8263f_10)[ntents](#iee2c8eded21d4c368d2b37fbdee8263f_10)

| | | | | | |

| | | | | | |

ϕ Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon request.

[Table of](#id1c05d330321418986ba31cdc86483bf_10) [Contents](#id1c05d330321418986ba31cdc86483bf_10)

| 10.37 | | | [Form of U.S. Notice of Terms of Long-Term Incentive Restricted Stock Units (Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31, 2024)*](https://www.sec.gov/Archives/edgar/data/12927/000001292724000025/a202403mar3110qex103.htm) | | |

| 10.38 | | | [Form of International Notice of Terms of Long-Term Incentive Restricted Stock Units (Stock-Settled) (Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended March 31, 2024)*](https://www.sec.gov/Archives/edgar/data/12927/000001292724000025/a202403mar3110qex104.htm) | | |

| 10.39 | | | [Form of U.S. Notice of Terms of Long-Term Incentive Performance Restricted Stock Units (Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended March 31, 2024)*](https://www.sec.gov/Archives/edgar/data/12927/000001292724000025/a202403mar3110qex105.htm) | | |

| 10.40 | | | [Form of International Notice of Terms of Long-Term Incentive Performance Restricted Stock Units (Stock-Settled) (Exhibit 10.6 to the Company’s Form 10-Q for the quarter ended March 31, 2024)*](https://www.sec.gov/Archives/edgar/data/12927/000001292724000025/a202403mar3110qex106.htm) | | |

| 10.43 | | | [Form of U.S. Notice of Terms of Performance Non-Qualified Stock Option for CEO (Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended September 30, 2024)*](https://www.sec.gov/Archives/edgar/data/12927/000001292724000082/a202409sep3010qex104.htm) | | |

| 10.44 | | | [F](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1044.htm)[orm of U.](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1044.htm)[S. Notice of Terms of Supplemental Restric](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1044.htm)[ted Stock Unit](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1044.htm)[s*](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1044.htm) | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on [removed: February 3, 2025.][added: January 30, 2026.]

| [removed: Brian J. West] [added: Jesus Malave, Jr.] – Executive Vice President and Chief Financial Officer | | | | | | Stayce D. Harris – Director | | |

| David L. Gitlin – Director | | | | | | [removed: Sabrina Soussan] [added: Bradley D. Tilden] – Director | | |

[Table of Co](#iee2c8eded21d4c368d2b37fbdee8263f_10)[ntents](#iee2c8eded21d4c368d2b37fbdee8263f_10)

Date: January 30, 2026

[Table of Co](#iee2c8eded21d4c368d2b37fbdee8263f_10)[ntents](#iee2c8eded21d4c368d2b37fbdee8263f_10)

| /s/ Jesus Malave, Jr. | | | | | | /s/ Stayce D. Harris | | |

| /s/ David L. Gitlin | | | | | | /s/ Bradley D. Tilden | | |

[Table of](#id1c05d330321418986ba31cdc86483bf_10) [Contents](#id1c05d330321418986ba31cdc86483bf_10)

Date: February 3, 2025

| /s/ Brian J. West | | | | | | /s/ Stayce D. Harris | | |

| /s/ David L. Gitlin | | | | | | /s/ Sabrina Soussan | | |