Pay vs Performance Disclosure, Table

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation

S-K,

we are providing the following information about the relationship between executive compensation actually paid and the company’s financial performance.

Required Tabular Disclosure of Compensation Actually Paid Versus Performance

The following table discloses information about “compensation actually paid” (CAP) to our principal executive officers (PEOs) and (on average) to our other NEOs

(non-PEO

NEOs) during the specified years, alongside total shareholder return (TSR), net income, and a company-selected measure of free cash flow for those years. The company selected this measure as the most important in linking compensation actually paid to our NEOs for 2025 to company performance, as free cash flow was the predominant metric used in our 2025 annual incentive plan.


	Summary Compensation Table (SCT) Total for PEO ($) (1)				Compensation Actually Paid (CAP) to PEO ($) (2)					Average Summary Compensation Table Total for Non-PEO NEOs ($) (3)		Average Compensation Actually Paid to Non-PEO NEOs ($) (4)			Value of Initial Fixed $100 Investment Based On:				Net Income ($mm) (6)			Free Cash Flow ($mm) (7)
	PEO		Prior PEO		PEO		Prior PEO					Average Compensation Actually Paid to Non-PEO NEOs ($) (4)			Company TSR ($) (5)		S&P 500 A&D Ind. Index TSR ($) (5)		Net Income ($mm) (6)			Free Cash Flow ($mm) (7)
2025		23,581,389		n/a		31,921,725		n/a			11,350,018		12,859,881			101		230		2,235			(1,877	)
2024		18,388,629		15,050,812		19,904,513		(23,875,735	)		5,929,027		(5,191,735	)		83		162		(11,817	)		(14,310	)
2023		n/a		32,770,519		n/a		44,395,006			10,767,252		13,450,637			122		142		(2,222	)		4,433
2022		n/a		22,597,178		n/a		15,203,730			7,337,949		5,790,734			89		133		(4,935	)		2,000
2021		n/a		21,167,410		n/a		17,795,369			6,148,165		4,853,054			94		113		(4,202	)		(4,396	)

(1)	Reflects the total compensation of our current CEO, Robert K. Ortberg, and our prior CEO, David Calhoun. Amounts shown are as calculated in the Summary Compensation Table (SCT) for each of the years shown.

(2)

The dollar amounts shown in these columns reflect “compensation actually paid” to Messrs. Ortberg and Calhoun, respectively, calculated in accordance with SEC rules. As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid to either individual during the applicable years. The adjustments made to Mr. Ortberg’s total compensation amount for 2025 to determine CAP are shown in the table below (the same adjustments were made to calculate average CAP for our

non-PEO

NEOs, or Other NEOs, who are identified by name and year in footnote 3).

Reconciliation of SCT Total to CAP Total for 2025

(a)

SCT Total ($)

Grant Date Fair Value
of Awards
Granted During
2025 ($)

(b)

Fair Value of Equity
Calculated Using SEC
Methodology ($)

(c)

Change in

Actuarial Value

of Pension

Benefits During
2025 ($)

CAP Total ($)

PEO

23,581,389

–

17,499,777

25,840,113

–

31,921,725

Other NEOs (Average)

11,350,018

–

6,999,847

8,552,159

–

42,449

12,859,881

(a)

As shown in this table, the CAP totals represent the SCT figure for 2025, but adjusted as required by SEC rules to (1) exclude the grant date fair value of awards granted during 2025, (2) include the fair value of current year and prior year equity awards that are outstanding, vested or forfeited during 2025, and (2) exclude any positive aggregate change in the actuarial present value of all defined benefit pension plan benefits for 2025. For the group of Other NEOs, averages of the foregoing amounts were used. We note the SEC rules also require CAP to include any actuarially determined service cost or prior service cost under pension plans for services rendered by the executive during 2025. However, our executives who participate in our defined benefit plans ceased accruing service credit under those plans when they were frozen at the end of 2015; thus, there is no longer service or prior service cost and no adjustment is required for this element.

(b)

Amounts disclosed in this column represent the total of the amounts reported in the Stock Awards and Option Awards columns of the SCT for 2025. For the group of Other NEOs, averages of the foregoing amounts were used.

(c)

The fair value of equity component of the CAP calculation was determined in accordance with SEC methodology for this disclosure. Unlike the SCT (on page 64), which requires us to show the grant date fair value of equity awards granted during 2025, the CAP table requires us to calculate equity fair value as follows:

•

for awards granted during 2025 that were still outstanding as of 2025

year-end,

the

year-end

value;

plus

•

for awards granted during prior years that were still outstanding as of 2025

year-end,

the change in value as of 2025

year-end

compared against the prior

year-end;

plus

•

for awards granted in prior years that vested during 2025, the change in value as of the vesting date compared against the prior

year-end;

plus

•

for any awards granted in 2025 that vested during 2025, the value as of the vesting date;

plus

•

for any awards that vested during 2025, the value of any dividend equivalents that accrued during the vesting period with respect to those awards and were paid out at the same time as the underlying awards, as of the vesting date;

minus

•

for awards granted in prior years that were forfeited during 2025, the value as of the prior

year-end.

The specific calculations for the CEO and Other NEOs (for this group, calculated as the average) for 2025 are shown in the table below.

CAP Fair Value of Equity Calculation for 2025

YE Value of

Current Year

Awards
Outstanding as
of YE ($)

Change in Value
as of YE for

Prior
Year

Awards
Outstanding as
of YE ($)

Change in
Value as of
Vesting Date
for

Prior Year

Awards That
Vested
During the
Year ($)

Value as of
Vesting Date
for

Current
Year

Awards
That Vested
During the
Year ($)

Value as of
Vesting Date
for Dividend
Equivalents
That Vested
During the
Year ($)

Value as of
Prior YE for

Prior Year

Awards
Forfeited
During the
Year ($)

Value of
Equity for
CAP
Purposes ($)

PEO

20,856,473

3,861,296

825,529

296,815

–

25,840,113

Other NEOs (Average)

7,909,932

610,341

31,886

–

8,552,159

(3)

Reflects the average total compensation of our

non-PEO

NEOs, as calculated in the SCT for each of the years shown. Our

non-PEO

NEOs included in the table above are the following individuals: for 2025, Jesus Malave Jr., Stephanie Pope, Brett Gerry, Jeffrey Shockey and Brian West; for 2024, Brian West, Stephanie Pope, Brett Gerry, Christopher Raymond, Stanley Deal and Theodore Colbert III; for 2023, Brian West, Stephanie Pope, Stanley Deal and Theodore Colbert III; for 2022, Brian West, Stanley Deal, Theodore Colbert III, Brett Gerry and Leanne Caret; and for 2021, Gregory Smith, David Dohnalek, Brian West, Leanne Caret, Theodore Colbert III and Stanley Deal.

(4)

The dollar amounts shown in these columns reflect average “compensation actually paid” to our other NEOs, calculated in accordance with SEC rules. As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual average final amount of compensation earned or paid to these individuals during the applicable years. The adjustments made to their average total compensation for 2025 to determine CAP are shown in the Reconciliation of SCT Total to CAP Total table in footnote 2 above.

(5)

Pursuant to SEC rules, the TSR figures assume an initial investment of $100 on December 31, 2020. As permitted by SEC rules, the peer group referenced for purpose of the TSR comparison is the group of companies included in the S&P 500 Aerospace and Defense Industry Index. The separate peer group used by the Compensation Committee for purposes of determining total direct compensation for our executive officers is described in more detail beginning on page 52.

(6)	Reflects after-tax net income attributable to stockholders prepared in accordance with GAAP for each of the years shown.

(7)

Free cash flow is the financial measure from the tabular list of 2025 Most Important Measures shown below, which, in the company’s assessment, represents for 2025 the most important performance measure used to link compensation actually paid to our CEO and other NEOs to the company’s performance. Free cash flow is defined in Appendix A on page

A-1

and is a

non-GAAP

financial measure.

Company Selected Measure Name

Free cash flow

Named Executive Officers, Footnote

Our

non-PEO

Peer Group Issuers, Footnote

Adjustment To PEO Compensation, Footnote

(2)

non-PEO

NEOs, or Other NEOs, who are identified by name and year in footnote 3).

Reconciliation of SCT Total to CAP Total for 2025

(a)

SCT Total ($)

Grant Date Fair Value
of Awards
Granted During
2025 ($)

(b)

Fair Value of Equity
Calculated Using SEC
Methodology ($)

(c)

Change in

Actuarial Value

of Pension

Benefits During
2025 ($)

CAP Total ($)

PEO

23,581,389

–

17,499,777

25,840,113

–

31,921,725

Other NEOs (Average)

11,350,018

–

6,999,847

8,552,159

–

42,449

12,859,881

(a)

(b)

(c)

•

for awards granted during 2025 that were still outstanding as of 2025

year-end,

the

year-end

value;

plus

•

for awards granted during prior years that were still outstanding as of 2025

year-end,

the change in value as of 2025

year-end

compared against the prior

year-end;

plus

•

for awards granted in prior years that vested during 2025, the change in value as of the vesting date compared against the prior

year-end;

plus

•

for any awards granted in 2025 that vested during 2025, the value as of the vesting date;

plus

•

minus

•

for awards granted in prior years that were forfeited during 2025, the value as of the prior

year-end.

The specific calculations for the CEO and Other NEOs (for this group, calculated as the average) for 2025 are shown in the table below.

CAP Fair Value of Equity Calculation for 2025

YE Value of

Current Year

Awards
Outstanding as
of YE ($)

Change in Value
as of YE for

Prior
Year

Awards
Outstanding as
of YE ($)

Change in
Value as of
Vesting Date
for

Prior Year

Awards That
Vested
During the
Year ($)

Value as of
Vesting Date
for

Current
Year

Awards
That Vested
During the
Year ($)

Value as of
Vesting Date
for Dividend
Equivalents
That Vested
During the
Year ($)

Value as of
Prior YE for

Prior Year

Awards
Forfeited
During the
Year ($)

Value of
Equity for
CAP
Purposes ($)

PEO

20,856,473

3,861,296

825,529

296,815

–

25,840,113

Other NEOs (Average)

7,909,932

610,341

31,886

–

8,552,159

Non-PEO NEO Average Total Compensation Amount

$ 11,350,018

$ 5,929,027

$ 10,767,252

$ 7,337,949

$ 6,148,165

Non-PEO NEO Average Compensation Actually Paid Amount

$ 12,859,881

(5,191,735)

13,450,637

5,790,734

4,853,054

Adjustment to Non-PEO NEO Compensation Footnote

(2)

non-PEO

NEOs, or Other NEOs, who are identified by name and year in footnote 3).

Reconciliation of SCT Total to CAP Total for 2025

(a)

SCT Total ($)

Grant Date Fair Value
of Awards
Granted During
2025 ($)

(b)

Fair Value of Equity
Calculated Using SEC
Methodology ($)

(c)

Change in

Actuarial Value

of Pension

Benefits During
2025 ($)

CAP Total ($)

PEO

23,581,389

–

17,499,777

25,840,113

–

31,921,725

Other NEOs (Average)

11,350,018

–

6,999,847

8,552,159

–

42,449

12,859,881

(a)

(b)

(c)

•

for awards granted during 2025 that were still outstanding as of 2025

year-end,

the

year-end

value;

plus

•

for awards granted during prior years that were still outstanding as of 2025

year-end,

the change in value as of 2025

year-end

compared against the prior

year-end;

plus

•

for awards granted in prior years that vested during 2025, the change in value as of the vesting date compared against the prior

year-end;

plus

•

for any awards granted in 2025 that vested during 2025, the value as of the vesting date;

plus

•

minus

•

for awards granted in prior years that were forfeited during 2025, the value as of the prior

year-end.

The specific calculations for the CEO and Other NEOs (for this group, calculated as the average) for 2025 are shown in the table below.

CAP Fair Value of Equity Calculation for 2025

YE Value of

Current Year

Awards
Outstanding as
of YE ($)

Change in Value
as of YE for

Prior
Year

Awards
Outstanding as
of YE ($)

Change in
Value as of
Vesting Date
for

Prior Year

Awards That
Vested
During the
Year ($)

Value as of
Vesting Date
for

Current
Year

Awards
That Vested
During the
Year ($)

Value as of
Vesting Date
for Dividend
Equivalents
That Vested
During the
Year ($)

Value as of
Prior YE for

Prior Year

Awards
Forfeited
During the
Year ($)

Value of
Equity for
CAP
Purposes ($)

PEO

20,856,473

3,861,296

825,529

296,815

–

25,840,113

Other NEOs (Average)

7,909,932

610,341

31,886

–

8,552,159

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Tabular List, Table

Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance

As required, we disclose below the most important measures used by the company to link compensation actually paid to our NEOs for 2025 to company performance. For further information regarding these performance metrics and their function in our executive compensation program, please see “Compensation Discussion and Analysis” beginning on page 47.

2025 Most Important Measures (Unranked)

•

Free cash flow

•

Operational performance

•

Core earnings/loss per share

•

Revenue

Total Shareholder Return Amount

$ 101

122

Peer Group Total Shareholder Return Amount

230

162

142

133

113

Net Income (Loss)

$ 2,235,000,000

$ (11,817,000,000)

$ (2,222,000,000)

$ (4,935,000,000)

$ (4,202,000,000)

Company Selected Measure Amount

(1,877,000,000)

(14,310,000,000)

4,433,000,000

2,000,000,000

(4,396,000,000)

Measure:: 1

Non-GAAP Measure Description

Free cash flow

A-1

and is a

non-GAAP

financial measure.

Measure:: 2

Operational performance

Measure:: 3

Core earnings/loss per share

Measure:: 4

Robert K. Ortberg [Member]

Revenue

PEO Total Compensation Amount

$ 23,581,389

$ 18,388,629

PEO Actually Paid Compensation Amount

$ 31,921,725

19,904,513

PEO Name

Robert K. Ortberg

David Calhoun [Member]

PEO Total Compensation Amount

15,050,812

$ 32,770,519

$ 22,597,178

$ 21,167,410

PEO Actually Paid Compensation Amount

$ (23,875,735)

$ 44,395,006

$ 15,203,730

$ 17,795,369

PEO Name

David Calhoun

PEO | Robert K. Ortberg [Member] | Grant Date Fair Value of Awards Granted During Year [Member]

PEO | Robert K. Ortberg [Member] | Fair Value of Equity Calculated Using SEC Methodology [Member]

$ (17,499,777)

PEO | Robert K. Ortberg [Member] | YE Value of Current Year Awards Outstanding as of YE [Member]

25,840,113

PEO | Robert K. Ortberg [Member] | Change in Value as of YE for Prior Year Awards Outstanding as of YE [Member]

20,856,473

PEO | Robert K. Ortberg [Member] | Change in Value as of Vesting Date for Prior Year Awards That Vested During the Year [Member]

3,861,296

PEO | Robert K. Ortberg [Member] | Value as of Vesting Date for Current Awards That Vested During the Year [Member]

825,529

PEO | Robert K. Ortberg [Member] | Value as of Vesting Date for Dividend Equivalents That Vested During the Year [Member]

296,815

PEO | Robert K. Ortberg [Member] | Value as of Prior YE for Prior Year Awards Forfeited During the Year [Member]

PEO | Robert K. Ortberg [Member] | Change in Actuarial Value of Pension Benefits During Year [Member]

Non-PEO NEO | Grant Date Fair Value of Awards Granted During Year [Member]

Non-PEO NEO | Fair Value of Equity Calculated Using SEC Methodology [Member]

(6,999,847)

Non-PEO NEO | YE Value of Current Year Awards Outstanding as of YE [Member]

8,552,159

Non-PEO NEO | Change in Value as of YE for Prior Year Awards Outstanding as of YE [Member]

7,909,932

Non-PEO NEO | Change in Value as of Vesting Date for Prior Year Awards That Vested During the Year [Member]

610,341

Non-PEO NEO | Value as of Vesting Date for Current Awards That Vested During the Year [Member]

31,886

Non-PEO NEO | Value as of Vesting Date for Dividend Equivalents That Vested During the Year [Member]

Non-PEO NEO | Value as of Prior YE for Prior Year Awards Forfeited During the Year [Member]

Non-PEO NEO | Change in Actuarial Value of Pension Benefits During Year [Member]

Award Timing Disclosures [Line Items]

$ (42,449)

Award Timing Disclosure

12 Months Ended

Dec. 31, 2025

Feb. 24, 2025

USD ($)

$ / shares

Feb. 19, 2025

USD ($)

$ / shares

Award Timing MNPI Disclosure

Equity Granting Policies and Practices

The Compensation Committee (or, with respect to our CEO, the Board) typically grants long-term incentive awards to executive officers each February, and the Board meeting date is generally the effective grant date for the awards. The grant date fair value of RSUs and PSUs subject to a performance condition is determined by reference to the average of the high and low prices of a share of Boeing common stock on the grant date. For PPSOs and PSUs subject to a market condition, the grant date fair value is determined using a Monte Carlo simulation model. For stock options, the exercise price is determined by reference to the average of the high and low prices of a share of Boeing common stock on the grant date, with any applicable premium applied (for 2025, 120%). Executive officers who join the company after the annual grant date are generally eligible for their first long-term incentive awards on the next regular annual grant date or upon or shortly after hire.

The Board and the Compensation Committee do not take material nonpublic information into account when determining the grant date, vesting date or other terms and conditions of equity awards, and does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

In accordance with our standard practice, on February 18, 2025, the Compensation Committee approved the grant of PPSOs as part of our long-term incentive program to our NEOs (other than Mr. Ortberg), with a grant date of February 19, 2025 (or, with respect to Mr. Shockey, February 24, which is the date he joined the company). Mr. Ortberg’s award was recommended by the Compensation Committee on February 18, 2025, and approved by the full Board on February 19, 2025. On February 25, 2025, the company filed a Current Report on Form

8-K.

The following table presents information required to be disclosed by SEC rules in connection with these grants.

During 2025, no stock option awards were granted to our NEOs during the period beginning four business days before our filing of a periodic report on Form

10-K

or Form

10-Q,

or the filing or furnishing of a current report on Form

8-K

that disclosed material nonpublic information (other than a current report on Form

8-K

disclosing a material new stock option award under Item 5.02(e) of such Form

8-K),

and ending one business day after the filing or furnishing of such report, except as set forth below.


Name	Grant Date		Number of Securities Underlying the Award		Exercise Price of the Award ($/sh)		Grant Date Fair Value of the Award ($)		Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information
Robert K. Ortberg		2/19/2025		121,023		221.44		9,624,959	(3.8%)
Stephanie F. Pope		2/19/2025		69,156		221.44		5,499,977	(3.8%)
Brett C. Gerry		2/19/2025		31,120		221.44		2,474,974	(3.8%)
Jeffrey S. Shockey		2/24/2025		17,785		215.75		1,374,958	(3.8%)
Brian J. West		2/19/2025		41,493		221.44		3,299,938	(3.8%)

Award Timing Method

Award Timing Predetermined

false

Award Timing MNPI Considered

false

MNPI Disclosure Timed for Compensation Value

false

Robert K. Ortberg [Member]

Robert K. Ortberg

121,023

$ 221.44

$ 9,624,959

Stephanie F. Pope [Member]

(3.8)

Stephanie F. Pope

69,156

$ 221.44

$ 5,499,977

(3.8)

Brett C. Gerry [Member]

Brett C. Gerry

31,120

$ 221.44

$ 2,474,974

Jeffrey S. Shockey [Member]

(3.8)

Jeffrey S. Shockey

17,785

$ 215.75

$ 1,374,958

(3.8)

Brian J. West [Member]

Brian J. West

41,493

$ 221.44

$ 3,299,938