Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures.
Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures as of December 31, 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.
(b) Management’s Annual Report on Internal Control Over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. 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, 2025.
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.
Our internal control over financial reporting as of December 31, 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.
(c) Changes in Internal Control Over Financial Reporting.
There were no changes in our internal control over financial reporting that occurred during the fourth quarter of 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
Item 9B. Other Information
During the three months ended December 31, 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.
128
Table of Co ntents
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
129
Table of Co ntents
Part III
Item 10. Directors, Executive Officers and Corporate Governance
Our executive officers and their ages as of January 30, 2026, are as follows:
Name Age Principal Occupation or Employment/Other Business Affiliations
Uma M. Amuluru
48 Executive Vice President and Chief Human Resources Officer since April 2024. Ms. Amuluru 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; and Vice President and Assistant General Counsel, Engineering, Test & Technology, IT and Manufacturing, Supply Chain & Operations from October 2018 to May 2020.
Dana S. Deasy
66 Chief Information Digital Officer and Senior Vice President, Information Digital Technology & 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
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.
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.
130
Table of Co ntents
Name Age Principal Occupation or Employment/Other Business Affiliations
Howard E. McKenzie
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 67 Senior Vice 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
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.
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.
131
Table of Co ntents
Name Age Principal Occupation or Employment/Other Business Affiliations
Stephanie F. Pope 53 Executive Vice President; President and Chief Executive Officer, Boeing Commercial Airplanes since March 2024. Ms. Pope joined Boeing in 1994, and her previous positions include 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
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
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.
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.
Codes of Ethics. We have adopted a Code of Ethical Business Conduct for Directors; and the Boeing Code of Conduct that applies to all employees (together, the Codes of Conduct). The Codes of Conduct are posted on our website, www.boeing.com/company/general-info/corporate-governance.page. We intend to satisfy the disclosure requirements regarding any amendments to, or waivers of, the Codes of Conduct covering our CEO, CFO and/or Controller by posting such information on our website.
No family relationships exist among any of the executive officers, directors or director nominees.
132
Table of Co ntents
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 – Insider Trading Policy,” in our proxy statement, which will be filed with the SEC no later than 120 days after December 31, 2025 (the “2026 Proxy Statement”), and that information is incorporated by reference herein. We will provide disclosure of delinquent Section 16(a) reports, if any, in our 2025 Proxy Statement under “Stock Ownership Information - Delinquent Section 16(a) Reports,” and such disclosure, if any, is incorporated herein by reference.
Item 11. Executive Compensation
The information required by this item will be included under “Compensation Committee Report,” “Compensation Discussion and Analysis,” “Compensation of Executive Officers” (other than “Pay Versus Performance”), and “Compensation of Directors” in the 2026 Proxy Statement, and that information is incorporated by reference herein. 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.
133
Table of Co ntents
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Equity Compensation Plan Information
Our equity compensation plans approved by our shareholders provide for the issuance of common stock to officers and other employees, directors and consultants. 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, 2025:
Plan Category Number of shares
to be issued upon exercise of outstanding
options and units Weighted-average
exercise price of
outstanding
options Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
shares reflected
in column (a))
(a) (b) (c)
Equity compensation plans approved by shareholders (1)
Stock options 1,299,095 $239.49
Deferred compensation 442,995
Other stock units (2)
5,417,239
Equity compensation plans not approved by shareholders (3)
None None None
Total
7,159,329 $239.49 13,770,650 (4)(5)
(1) Includes the employee stock purchase plan and the 2023 Incentive Stock Plan and its predecessor plan.
(2) Includes 585,184 shares of Boeing common stock issuable in respect of performance restricted stock units. The shares included represent the maximum number of shares that may be issued upon vesting if the maximum performance goal is achieved for the three-year performance period.
(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.
(4) Includes 11,068,738 shares issuable under our employee stock purchase plan. There were 83,905 shares subject to purchase under the employee stock purchase plan as of December 31, 2025.
(5) Excludes shares of Boeing common stock that may be offered and sold under our 401(k) Plan.
For further information, see Note 19 to our Consolidated Financial Statements.
The additional information required by this item will be included under “Stock Ownership Information” in the 2026 Proxy Statement, and that information is incorporated by reference herein.
134
Table of Co ntents
Item 13. Certain Relationships and Related Transactions, and Director Independence
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 2026 Proxy Statement, and that information is incorporated by reference herein.
Item 14. Principal Accountant Fees and Services
Our independent registered public accounting firm is Deloitte & Touche LLP (PCAOB ID No. 34 ).
The information required by this item will be included under “Ratify the Appointment of Independent Auditor (Item 3) - Independent Auditor Fees” in the 2026 Proxy Statement, and that information is incorporated by reference herein.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) List of documents filed as part of this report:
1. Financial Statements
Our consolidated financial statements are as set forth under Item 8 of this report on Form 10-K.
2. Financial Statement Schedules
All schedules are omitted because they are not applicable, not required or the information is included in the consolidated financial statements.
3. Exhibits
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 8-K dated July 1, 2024)
2.2†
M embership Interest Purchase Agreement, dated as of April 22 , 2025, among The Boeing Company, JNPR Aero , LLC and Project Maroon , LLC (Exhibit 2.1 to the Company ’ s Current Report on Form 8-K dated April 22, 2025)
3.1 Amended and Restated Certificate of Incorporation of The Boeing Company dated May 5, 2006 (Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 1, 2006)
3.2 By-Laws of The Boeing Company, as amended and restated, effective August 29, 2023 (Exhibit 3.1 to the Company's Current Report on Form 8-K dated August 29, 2023)
3.3 Certificate of Designations, filed with the Secretary of State of the State of Delaware and effective October 31, 2024 (Exhibit 3.1 to the Company’s Current Report on Form 8-K dated October 28, 2024)
4.1 Description of The Boeing Company Securities Registered under Section 12 of the Exchange Act (Exhibit 4.1 to the Company’s Form 10-K for the year ended December 31, 2024)
4.2 Senior Debt Securities Indenture dated as of 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)
135
Table of Co ntents
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 8-K dated April 29, 2024)
4.4 Form of Certificate for the 6.00% Series A Mandatory Convertible Preferred Stock (Exhibit 4.1 to the Company’s Current Report on Form 8-K dated October 28, 2024)
4.5 Deposit Agreement, dated as of October 31, 2024, among The Boeing Company, Computershare Inc. and Computershare Trust Company, N.A., acting jointly as Depositary, and the holders from time to time of the depositary receipts described therein (Exhibit 4.2 to the Company’s Current Report on Form 8-K dated October 28, 2024)
4.6 Form of Depositary Receipt for the Depositary Shares (Exhibit 4.3 to the Company’s Current Report on Form 8-K dated October 28, 2024)
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 Company’s Current Report on Form 8-K dated August 24, 2023)
10.2 Five-Year Credit Agreement, dated as of 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 Citibank N.A. and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint book managers (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 15, 2024)
10.3 364-Day Credit Agreement, dated as of 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 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 10.1 to the Company’s Current Report on Form 8-K dated August 25, 2025)
10.4 Joint Venture Master Agreement, dated as of May 2, 2005, by and among Lockheed Martin Corporation, The Boeing Company and United Launch Alliance, L.L.C. (Exhibit (10)(i) to the Company’s Form 10-Q for the quarter ended June 30, 2005)
10.5 Delta Inventory Supply Agreement, dated as of December 1, 2006, by and between United Launch Alliance, L.L.C. and The Boeing Company (Exhibit (10)(vi) to the Company’s Form 10-K for the year ended December 31, 2006)
10.6 Non-Prosecution Agreement, dated May 29, 2025 (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 29, 2025)
10.7 Summary of Non employee Director Compensation (Exhibit 10.6 to the Company’s Form 10-K for the year ended December 31, 2019)*
10.8 Deferred Compensation Plan for Directors of The Boeing Company, as amended and restated effective January 1, 2008 (Exhibit 10.2 to the Company’s Current Report on Form 8-K dated October 28, 2007)*
10.9 The Boeing Company Global Annual Incentive Plan, as amended and restated effective January 1, 2026 (formerly known as The Boeing Company Annual Incentive Plan)*
136
Table of Co ntents
10.10 The Boeing Company 1997 Incentive Stock Plan, as amended effective May 1, 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)*
10.11 Supplemental Executive Retirement Plan for Employees of The Boeing Company, as amended and restated effective June 1, 2021 (Exhibit 10.13 to the Company’s Form 10-K for the year ended December 31, 2023)*
10.12 Amendment No. 1 to the Supplemental Executive Retirement Plan for Employees of The Boeing Company, effective October 31, 2025*
10.13 The Boeing Company Executive Supplemental Savings Plan, as amended and restated effective January 1, 2025 (Exhibit 10.12 to the Company’s Form 10-K for the year ended December 31, 2024)*
10.14 Amendment No. 1 to T he Boeing Company Executive Supplemental Savings Plan , effective April 23, 2025*
10.15 Amendment No. 2 to T he Boeing Company Executive Supplemental Savings Plan , effective January 1, 2025*
10.16 The Boeing Company Executive Layoff Benefits Plan, as amended and restated effective January 1, 2025 (Exhibit 10.13 to the Company’s Form 10-K for the year ended December 31, 2024)*
10.17 The Boeing Company 2003 Incentive Stock Plan, as amended and restated effective January 1, 2025 (Exhibit 10.14 to the Company’s Form 10-K for the year ended December 31, 2024)*
10.18 The Boeing Company 2023 Incentive Stock Plan, as amended and restated effective January 1, 2025 (Exhibit 10.15 to the Company’s Form 10-K for the year ended December 31, 2024)*
10.19 Form of U.S. Notice of Terms of Non-Qualified Stock Option (Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2021)*
10.20 Form of International Notice of Terms of Non-Qualified Stock Option (Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended March 31, 2021)*
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)*
10.22 Form of U.S. Notice of Terms of Non-Qualified Premium-Priced Stock Option (Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31, 2022)*
10.23 Form of International Notice of Terms of Non-Qualified Premium-Priced Stock Option (Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended March 31, 2022)*
10.24 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, 2023)*
10.25 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, 2023)*
10.26 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, 2023)*
10.27 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, 2023)*
137
Table of Co ntents
10.28 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)*
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, 2024)*
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, 2024)*
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, 2024)*
10.32 Form of U.S. Notice of Terms of Cash Based Award for CEO (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 30, 2024)*
10.33 Form of U.S. Notice of Terms of Supplemental Restricted Stock Units for CEO (Exhibit 10.2 to the Company’s Current Report on Form 8-K dated July 30, 2024)*
10.34 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)*
10.35 Form of U.S. Notice of Terms of Supplemental Restricted Stock Units (Exhibit 10.44 to the Company’s Form 10-K for the year ended December 31, 2024)*
10.36 Form of U.S. Notice of Terms of Long-Term Incentive Non-Qualified Premium-Priced Stock Option (Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2025)*
10.37 Form of Non-U.S. Notice of Terms of Long-Term Incentive Non-Qualified Premium-Priced Stock Option (Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended March 31, 2025)*
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, 2025)*
10.39 Form of Non-U.S. Notice of Terms of Long-Term Incentive Restricted Stock Units (Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended March 31, 2025)*
10.40 Form of U.S. Notice of Terms of Supplemental Restricted Stock Units (Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended March 31, 2025)*
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 dated June 27, 2025)*
10.42 Form of U.S. Notice of Terms of Supplemental Non-Qualified Premium-Priced Stock Options (Exhibit 10.3 to the Company’s Current Report on Form 8-K dated June 27, 2025)*
10.43 Letter Agreement with Jesus Malave (Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended June 30, 2025)* ϕ
19 The Boeing Company Insider Trading Policy (Exhibit 19 to the Company’s Form 10-K for the year ended December 31, 2024)
21 List of Company Subsidiaries
22 Subsidiary Guarantor and Issuer of Guaranteed Securities
23 Consent of Independent Registered Public Accounting Firm
138
Table of Co ntents
31.1 Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002
97 The Boeing Company Clawback Policy (Exhibit 97 to the Company’s Form 10-K for the year ended December 31, 2023)
99.1 Commercial Program Method of Accounting (Exhibit (99)(i) to the Company’s Form 10-K for the year ended December 31, 1997)
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 101
† Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will provide a copy of omitted schedule and/or exhibit to the SEC upon request.
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.
* Management contract or compensatory plan.
In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, copies of certain instruments defining the rights of holders of long-term debt of the Company are not filed herewith. Pursuant to this regulation, we hereby agree to furnish a copy of any such instrument to the SEC upon request.
Item 16. Form 10-K Summary
None.
139
Table of Co ntents
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: January 30, 2026
THE BOEING COMPANY
(Registrant)
By: /s/ Michael J. Cleary
Michael J. Cleary – Senior Vice President and Controller
140
Table of Co ntents
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 January 30, 2026.
/s/ Robert K. Ortberg /s/ Lynn J. Good
Robert K. Ortberg – President and Chief Executive Officer and Director Lynn J. Good – Director
(Principal Executive Officer)
/s/ Jesus Malave, Jr. /s/ Stayce D. Harris
Jesus Malave, Jr. – Executive Vice President and Chief Financial Officer Stayce D. Harris – Director
(Principal Financial Officer)
/s/ Michael J. Cleary
/s/ Akhil Johri
Michael J. Cleary – Senior Vice President and Controller Akhil Johri – Director
(Principal Accounting Officer)
/s/ Robert A. Bradway /s/ David L. Joyce
Robert A. Bradway – Director David L. Joyce – Director
/s/ Mortimer J. Buckley III /s/ Steven M. Mollenkopf
Mortimer J. Buckley – Director Steven M. Mollenkopf – Chair of the Board
/s/ Lynne M. Doughtie /s/ John M. Richardson
Lynne M. Doughtie – Director John M. Richardson – Director
/s/ David L. Gitlin /s/ Bradley D. Tilden
David L. Gitlin – Director Bradley D. Tilden – Director
141