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Item 9A. Controls and Procedures

2025-02-03 compared with 2024-02-05 · 65 added, 52 removed, 227 unchanged (34% of the section changed)

CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended, we carried out an evaluation under the supervision and with the participation of our management, including the Chairman and Chief Executive Officer (CEO), the Executive Vice President and Chief Financial Officer (CFO) and the Corporate Vice President and Controller (Controller), of the effectiveness of the design and operation of our disclosure controls and procedures.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended, we carried out an evaluation under the supervision and with the participation of our management, including the President and Chief Executive Officer (CEO), the Executive Vice President and Chief Financial Officer (CFO), and the Corporate Vice President and Controller (Controller), of the effectiveness of the design and operation of our disclosure controls and procedures.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

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Name Title Other Business Experience Since 1/1/2020

Troy Brunk President, Collins Aerospace (since July 2024) President, Mission Systems, Collins Aerospace;

President, Avionics, Collins Aerospace;

President, Interiors, Collins Aerospace;

Vice President and General Manager, Mission Systems, Collins Aerospace 55

Christopher T.

Calio President (since March 2023), Chief Operating Officer (since March 2022) and Director, RTX Corporation (since December 2023) President, Pratt & Whitney;

Calio President (since March 2023), Chief Executive Officer (since May 2024) and Director, RTX Corporation (since December 2023) Chief Operating Officer, RTX Corporation;

President, Pratt & Whitney;

President, Commercial Engines, Pratt & Whitney 51

1 unchanged sentence

Eddy President, Pratt & Whitney (since March 2022) Senior Vice President and Chief Operations Officer, Pratt & Whitney

Senior Vice President, Operations, Pratt & Whitney

Hayes Chairman (since June 2021) and Chief Executive Officer, RTX Corporation (since November 2014) Chairman, President and Chief Executive Officer, Raytheon Technologies Corporation;

Hayes Executive Chairman, RTX Corporation (since May 2024) Chairman and Chief Executive Officer, RTX Corporation;

Chairman, President and Chief Executive Officer, Raytheon Technologies Corporation;

President, Chief Executive Officer and Director, Raytheon Technologies Corporation;

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Executive Assistant to Chairman & CEO, United Technologies Corporation 53

Vice President & General Counsel, Pratt & Whitney

Mitchill, Jr.

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Acting Senior Vice President & Chief Financial Officer, United Technologies Corporation 49

Corporate Vice President, FP&A and Investor Relations, United Technologies Corporation;

Vice President & Chief Financial Officer, Pratt & Whitney 48

Timm President, Collins Aerospace (since February 2020) President, Avionics, Collins Aerospace;

Vice President and General Manager, Avionics, Collins Aerospace

Name Title Other Business Experience Since 1/1/2019

Williams Executive Vice President & Chief Human Resources Officer, RTX Corporation (since June 2020) Vice President, Human Resources, Pratt & Whitney Commercial Engines 50

All of the officers serve at the pleasure of the Board of Directors of RTX Corporation or the subsidiary designated.

The Company has an insider trading policy, processes, and procedures governing transactions in the Company’s securities that apply to all Company personnel, including directors, officers, employees, and other covered persons.

We believe our insider trading policy, processes, and procedures are reasonably designed to promote compliance with insider trading laws, rules, regulations, and the listing standards of the New York Stock Exchange.

Among other things, our Securities Trading and Release of Material Nonpublic Information Policy prohibits our employees and related persons and entities from trading in RTX securities and other companies while in possession of material, nonpublic information, and prohibits our employees from disclosing material, nonpublic information to others who may trade on the basis of that information.

Our directors, executive officers, and certain employees must also comply with additional trading restrictions, including, without limitation, trading in RTX securities only during an open trading window period and after obtaining advance approval.

A copy of our Securities Trading and Release of Material Nonpublic Information Policy is filed as Exhibit 19 to this Form 10-K.

Information concerning Section 16(a) compliance is incorporated herein by reference to the section of our Proxy Statement for the 2025 Annual Meeting of Shareowners titled “Other Important Information” under the heading “Delinquent Section 16(a) Reports.” We have adopted a code of conduct that applies to all our directors, officers, employees, and representatives.

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EXECUTIVE COMPENSATION

The information required by Item 11 is incorporated herein by reference to the sections of our Proxy Statement for the 2024 Annual Meeting of Shareowners titled “Executive Compensation,” “Compensation of Directors,” and “Report of the Human Capital & Compensation Committee.”

The information required by Item 11 is incorporated herein by reference to the sections of our Proxy Statement for the 2025 Annual Meeting of Shareowners titled “Compensation Discussion & Analysis,” “Compensation of Directors,” “Equity Award Granting Policy,” and “Report of the Human Capital & Compensation Committee.”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information relating to security ownership of certain beneficial owners and management and the Equity Compensation Plan Information required by Item 12 is incorporated herein by reference to the sections of our Proxy Statement for the 2024 Annual Meeting of Shareowners titled “Share Ownership” and “Executive Compensation”.

The information relating to security ownership of certain beneficial owners and management and the Equity Compensation Plan Information required by Item 12 is incorporated herein by reference to the section of our Proxy Statement for the 2025 Annual Meeting of Shareowners titled “Share Ownership”.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information about our equity compensation plans that authorize the issuance of shares of our common stock as of December 31, 2024.

Number of securities to be issued upon exercise of outstanding options, warrants, and rights (a)

Weighted average exercise price of outstanding options, warrants, and rights

($/share) (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)

Equity compensation plans approved by shareowners 20,435,784 (1)

$ 84.08 116,099,061 (2)

Equity compensation plans not approved by shareowners — — —

(1) Consists of shares of RTX Common Stock issuable under the Plan:

(i) upon the exercise of outstanding nonqualified stock options;

(ii) upon the exercise of outstanding stock appreciation rights (SARs);

(iii) pursuant to outstanding restricted stock unit (RSU) awards and performance share unit (PSU) awards, reflecting actual performance for the 2022 PSU award and assuming target-level performance for the 2023 and 2024 PSU awards (up to an additional 1,842,684 shares of RTX Common Stock could be issued if maximum performance is achieved for all metrics);

and (iv) upon the settlement of outstanding deferred stock units and RSUs awarded under the RTX Corporation Board of Directors Deferred Stock Unit Plan, as amended and restated effective October 1, 2023.

Under the Plan, each SAR referred to in clause (ii) is exercisable for a number of shares of RTX Common Stock having a value equal to the difference between the market price of RTX on the exercise date and the exercise price.

For purposes of determining the total number of shares to be issued in respect of outstanding SARs as reflected in column (a) above, the NYSE closing price for a share of RTX Common Stock on the last trading day of 2024 of $115.72 was used.

The weighted-average exercise price of outstanding options, warrants and rights shown in column (b) takes into account only the shares identified in clauses (i) and (ii).

(2) Represents the maximum number of shares of Common Stock available to be awarded under the Plan as of December 31, 2024.

RSUs and PSUs (full-value awards) will reduce the number of shares of Common Stock available for delivery under the Plan in an amount equal to 4.03 times the number of shares subject to the awards.

SARs and stock options are not full-value awards and will reduce the number of shares of RTX Common Stock available for delivery under the Plan on a one-for-one basis.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 is incorporated by reference to the section of our Proxy Statement for the 2024 Annual Meeting of Shareowners titled “Appoint PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2024,” including the information provided in that section with regard to “Audit Fees,” “Audit-Related Fees,” “Tax Fees,” and “All Other Fees.”

The information required by Item 14 is incorporated by reference to the section of our Proxy Statement for the 2025 Annual Meeting of Shareowners titled “Appointment of PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2025,” including the information provided in that section with regard to “Audit Fees,” “Audit-Related Fees,” “Tax Fees,” and “All Other Fees.”

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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4.2 Description of Securities, incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2020.

10.1 United Technologies Corporation Annual Executive Incentive Compensation Plan, incorporated by reference to Exhibit A to the Company’s Proxy Statement for the 1975 Annual Meeting of Shareowners, Amendment No.

1 thereto, effective January 1, 1995, incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 1995, and Amendment No.

2 thereto, effective January 1, 2009, incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2008.

10.1 United Technologies Corporation Pension Preservation Plan, as amended and restated, effective January 1, 2020, incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2020.

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1, effective as of February 5, 2016 , incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2015.

10.12 Schedule of Terms for restricted stock awards relating to the United Technologies Corporation Long-Term Incentive Plan (referred to above in Exhibit 10.11) (Rev.

January 2016), incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2015.

10.11 Schedule of Terms for non-qualified stock option awards relating to the United Technologies Corporation Long-Term Incentive Plan (referred to above in Exhibit 10.11) (Rev.

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10.12 Form of Award Agreement for non-qualified stock option awards relating to the United Technologies Corporation Long-Term Incentive Plan (referred to above in Exhibit 10.11), incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2016.

10.15 Schedule of Terms for performance share unit awards relating to the United Technologies Corporation Long-Term Incentive Plan (referred to above in Exhibit 10.11) (Rev.

January 2016), incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2015.

10.13 Schedule of Terms for stock appreciation rights awards relating to the United Technologies Corporation 2005 Long-Term Incentive Plan (referred to above in Exhibit 10.11) (Rev.

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10.15 United Technologies Corporation LTIP Performance Share Unit Deferral Plan, relating to the Long-Term Incentive Plan (referred to above in Exhibit 10.11) as amended and restated, effective January 1, 2020, incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2020.

10.19 United Technologies Corporation International Deferred Compensation Replacement Plan, effective January 1, 2005, incorporated by reference to Exhibit 10.35 of the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2008.

10.16 United Technologies Corporation Company Automatic Contribution Excess Plan, as amended and restated, effective January 1, 2020, incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2020.

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1, effective as of December 6, 2020, incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2020.

10.23 Schedule of Terms for restricted stock unit awards relating to the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan, as amended (referred to above in Exhibit 10.22), incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended March 31, 2021.

10.19 Schedule of Terms for stock appreciation right awards relating to the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan, as amended (referred to above in Exhibit 10.22), incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended March 31, 2021.

10.25 Schedule of Terms for performance share unit awards relating to the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan, as amended (referred to above in Exhibit 10.22), incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended March 31, 2021.

10.20 Schedule of Terms for stock option awards relating to the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan, as amended (referred to above in Exhibit 10.22), incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended March 31, 2021.

10.27 Rockwell Collins’ 2015 Long-Term Incentives Plan, incorporated by reference to Appendix B to Rockwell Collins’ Notice and Proxy Statement (Commission file number 0001-16445) dated December 17, 2014.

10.28 Form of Performance Share Agreement under Rockwell Collins’ 2015 Long-Term Incentives Plan (referred to above in Exhibit 10.27), incorporated by reference to Exhibit 10-a-1 to Rockwell Collins’ Quarterly Report on Form 10-Q (Commission file number 0001-16445) for the quarterly period ended December 31, 2017.

10.29 Form of Restricted Stock Unit Agreement under Rockwell Collins’ 2015 Long-Term Incentives Plan (referred to above in Exhibit 10.27), incorporated by reference to Exhibit 10-a-2 to Rockwell Collins’ Quarterly Report on Form 10-Q (Commission file number 0001-16445) for the quarterly period ended December 31, 2017.

10.21 Compensation Recovery Policy acknowledgment and agreement, incorporated by reference to Exhibit 10-c-1 to Rockwell Collins’ Quarterly Report on Form 10-Q (Commission file number 0001-16445) for the quarterly period ended December 31, 2012.

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and Amendment No.3 to Rockwell Collins’ Master Trust, as amended, incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2018.

10.37 Rockwell Collins’ Short-term Relocation Benefit to Rockwell Collin’s CEO, CFO and two other executive officers, incorporated by reference to Exhibit 10-e-1 to Rockwell Collins’ Quarterly Report on Form 10-Q (Commission file number 0001-16445) for the quarterly period ended March 31, 2018;

Description of the Extension to the Short-Term Relocation Benefit for the Company’s CEO, CFO and two other executive officers, incorporated by referenced to Exhibit 10-j-2 to Rockwell Collins’ Annual Report on Form 10-K/A (Commission file number 0001-16445) for the fiscal year ended September 30, 2018.

10.38 Compensation & Covenants Agreement between United Technologies Corporation and Robert K.

Ortberg, effective as of November 26, 2018, incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2018.

10.28 Employment Agreement, dated as of June 9, 2019, by and between United Technologies Corporation and Gregory J.

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Hayes and Raytheon Technologies Corporation, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on March 5, 2021.

10.41 United Technologies Corporation Merger Severance Plan for Corporate Office Executives and Other Key Employees, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (Commission file number 1-812) for the quarterly period ended June 30, 2019.

10.30 Amendment dated February 3, 2020, to the terms of certain awards granted under the Company’s Long Term Incentive Plans (referred to above in Exhibits 10.11 and 10.22), by and between United Technologies Corporation and Judy Marks incorporated by reference to Exhibit 10.40 of the Company’s Annual Report on Form 10-K (Commission file number 1-812) for the fiscal year ended December 31, 2019.

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10.35 Intellectual Property Agreement, dated as of April 2, 2020, by and among United Technologies Corporation, Otis Worldwide Corporation and Carrier Global Corporation (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on April 8, 2020).

10.48 Separation Agreement, dated as of May 24, 2021, between Thomas A.

Kennedy and Raytheon Technologies Corporation, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021.

10.49 Raytheon Company 2010 Stock Plan, as amended as of May 24, 2017, incorporated by reference to Exhibit 10.2 to Raytheon Company’s Quarterly Report on Form 10-Q for the quarter ended July 2, 2017.

10.36 Raytheon Company Excess Savings Plan, as amended and restated effective as of January 1, 2009, as further amended effective January 1, 2010 and November 1, 2013, incorporated by reference to Exhibit 10.9 to Raytheon Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

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10.39 Raytheon Company Deferred Compensation Plan, as amended and restated effective as of January 1, 2009, as further amended effective January 1, 2009, January 1, 2010, May 6, 2010 and November 1, 2013, incorporated by reference to Exhibit 10.12 to Raytheon Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

10.54 Raytheon 2019 Stock Plan, incorporated by reference to Appendix A to Raytheon Company’s definitive proxy statement, filed on April 16, 2019.

10.55 Form of Change in Control Severance Agreement between Raytheon Company and certain executive officers (providing for benefits in the event of a qualified termination upon a change in control of two times base salary and bonus), incorporated by reference to Exhibit 10.22 to Raytheon Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

10.56 Form of Amendment to Change in Control Severance Agreement between Raytheon Company and its executive officers, incorporated by reference to Exhibit 10.60 to Raytheon Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

10.57 Form of Change in Control Severance Agreement between Raytheon Company and certain executive officers (providing for benefits in the event of a qualified termination upon a change in control of one times base salary and bonus), incorporated by reference to Exhibit 10.4 to Raytheon Company’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2016.

10.58 Enhanced Severance Plan for Senior Leadership Team Members, incorporated by reference to Exhibit 10.1 to Raytheon Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.

10.40 Letter Agreement, dated July 23, 2015, by Raytheon Company and Wesley D.

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10.61 Term Loan Credit Agreement, dated November 7, 2023, among RTX Corporation, as borrower, the lenders from time to time party thereto and Citibank, N.A., as administrative agent, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (Commission file number 1-812) filed with the SEC on November 8, 2023.

10.62 RTX Corporation Compensation Deferral Plan, as Amended and Restated, effective November 1, 2023, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024.

10.63 2024 Schedule of Terms for restricted stock unit awards relating to the RTX Corporation 2018 Long-Term Incentive Plan, as amended and restated, incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024.

10.64 2024 Schedule of Terms for performance share unit awards relating to the RTX Corporation 2018 Long-Term Incentive Plan, as amended and restated, incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024.

10.65 2024 Schedule of Terms for stock appreciation right awards relating to the RTX Corporation 2018 Long-Term Incentive Plan, as amended and restated, incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024.

10.66 2024 Schedule of Terms for stock option awards relating to the RTX Corporation 2018 Long-Term Incentive Plan, as amended and restated, incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024.

10.67 RTX Corporation Executive Leadership Group Program, as amended and restated, effective December 19, 2023, incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024.

10.68 Schedule of Terms for Restricted Stock Unit Retention Award under the RTX Corporation Executive Leadership Group Program, effective January 1, 2024, incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024.

10.69 RTX Corporation Long-Term Incentive Plan, as Amended and Restated as of May 2, 2024, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024.

10.70 RTX Corporation Executive Severance Plan, as Amended and Restated, effective October 18, 2024.*

14 Code of Conduct.

The RTX Code of Conduct may be accessed via RTX’s website at https://www.rtx.com/our-company/ethics-and-compliance.

19 RTX Corporation General Corporate Policy – Securities Trading and Release of Material Nonpublic Information, effective as of October 4, 2021 .*

21 Subsidiaries of RTX Corporation.*

1 unchanged sentence

24 Powers of Attorney of Tracy A.

Atkinson, Christopher T.

Calio, Leanne G.

Atkinson, Leanne G.

Caret, Bernard A.

Harris, Jr., George R.

Oliver, Robert K.

Ortberg, Ellen M.

Harris, Jr., Gregory J.

Hayes, George R.

Oliver, Ellen M.

Pawlikowski, Denise L.

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32 Section 1350 Certifications.*

97 RTX Corporation Executive Officer Clawback Policy, effective as of October 2, 2023.*

97 RTX Corporation Executive Officer Clawback Policy, effective as of October 2, 2023, incorporated by reference to Exhibit 97 of RTX Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023.

99.1 Consent Agreement between RTX Corporation and the U.S.

Department of State dated August 29, 2024, incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 30, 2024.

99.2 Deferred Prosecution Agreement between Raytheon Company and the U.S.

Department of Justice dated October 15, 2024, incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 16, 2024.

99.3 Deferred Prosecution Agreement between Raytheon Company and the U.S.

Department of Justice dated October 16, 2024, incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K filed with the SEC on October 16, 2024.

99.4 Settlement Agreement between Raytheon Company and the U.S.

Department of Justice dated October 16, 2024, incorporated by reference to Exhibit 99.3 of the Company’s Current Report on Form 8-K filed with the SEC on October 16, 2024.

99.5 Securities and Exchange Commission Administrative Order dated October16, 2024, incorporated by reference to Exhibit 99.4 of the Company’s Current Report on Form 8-K filed with the SEC on October 16, 2024.

101.INS eXtensible Business Reporting Language (XBRL) Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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Signature Title Date

/s/ GREGORY J.

HAYES Chairman and Chief Executive Officer (Principal Executive Officer)

/s/ CHRISTOPHER T.

CALIO President, Chief Executive Officer, and Director (Principal Executive Officer)

February 3, 2025

(Christopher T.

MITCHILL, JR.

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(Principal Accounting Officer) February 3, 2025

/s/ GREGORY J.

HAYES* Executive Chairman February 3, 2025

ATKINSON * Director February 3, 2025

/s/ CHRISTOPHER T.

CALIO* Director February 5, 2024

(Christopher T.

/s/ LEANNE G.

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OLIVER * Director February 3, 2025

/s/ ROBERT K.

ORTBERG * Director February 5, 2024

PAWLIKOWSKI * Director February 3, 2025

14 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures