BABoeing

Policies and Procedures

“Directors are required to disclose to the independent Board Chair or the GPP Committee Chair any situation that involves, or may reasonably be expected to involve, a conflict of interest with us, including:”

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Policies and Procedures

“engaging in any conduct or activities that would impair our relationship with any person or entity with which we propose to enter into a business or contractual relationship;”

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Policies and Procedures

“accepting compensation from us other than compensation associated with his or her activities as a nonemployee director unless such compensation is approved in advance by the GPP Committee Chair;”

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Policies and Procedures

“receiving improper gifts from persons or entities that deal with us; and using our assets, labor or information for personal use, except as outlined in our policies and procedures or unless approved by the GPP Committee Chair or as part of a compensation or expense reimbursement program available to all directors.”

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Policies and Procedures

“Directors must recuse themselves from any discussion or decision affecting their personal, business or professional interests. Finally, pursuant to our Corporate Governance Principles, we may not, directly or indirectly, extend or maintain credit or arrange for or renew an extension of credit in the form of a personal loan to or for any director or executive officer. We have not adopted a specific written policy for reviewing related-person transactions and consider each transaction in light of the specific facts and circumstances presented under the foregoing policies and procedures, in accordance with applicable SEC rules.”

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Certain Transactions

“The following transactions were reviewed and considered in light of the policies and procedures discussed above.”

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Related-Person Transactions

“Some of our directors, executive officers, greater than 5% shareholders and their immediate family members may be affiliated with entities with which we do business in the ordinary course. We carry out transactions with these firms on customary terms, and in many instances, our directors and executive officers may not have knowledge of them.”

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Policies and Procedures

“We regularly review transactions with related persons, which include our executive officers, directors, director nominees and holders of more than 5% of our stock, as well as their immediate family members. On an annual basis, each director and executive officer completes a detailed questionnaire specifying any business relationship that may give rise to a conflict of interest. Potential related-person transactions are evaluated for materiality and to determine the need for disclosure under SEC rules. In addition, the GPP Committee assesses possible conflicts of interest of directors and executive officers and considers for review and pre-approval or ratification, if applicable, any transaction or proposed transaction required to be disclosed under SEC rules in which Boeing is or is to be a participant and the amount involved exceeds $120,000 and in which a director, director nominee, executive officer or holder of more than 5% of our stock, as well as their immediate family members, has or will have an interest.”

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Policies and Procedures

“Executive officers are also subject to our policies and procedures applicable to all employees, which require them to disclose potential conflicts of interest and the company to conduct reviews and make determinations with respect to specified transactions. Our Ethics and Business Conduct organization oversees these reviews and determinations, and refers to the GPP Committee for review and approval or ratification possible conflicts of interest involving executive officers. The factors considered in making the determination include the executive officer’s duties and responsibilities and, if the transaction includes another company, (1) the company or business involved in the transaction, including the product lines and market of the company or business; (2) the relationship between us and the other company or business, if any (for example, if the other company is one of our suppliers, customers or competitors); and (3) the relationship between the executive officer or his or her immediate family and the other company or business (for example, owner, co-owner, employee or representative).”

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Policies and Procedures

“Directors are required to disclose to the independent Board Chair or the GPP Committee Chair any situation that involves, or may reasonably be expected to involve, a conflict of interest with us, including:”

Read it in the proxy ↗

Policies and Procedures

“engaging in any conduct or activities that would impair our relationship with any person or entity with which we propose to enter into a business or contractual relationship;”

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Policies and Procedures

“accepting compensation from us other than compensation associated with his or her activities as a nonemployee director unless such compensation is approved in advance by the GPP Committee Chair;”

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Policies and Procedures

“receiving improper gifts from persons or entities that deal with us; and using our assets, labor or information for personal use, except as outlined in our policies and procedures or unless approved by the GPP Committee Chair or as part of a compensation or expense reimbursement program available to all directors.”

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Policies and Procedures

“Directors must recuse themselves from any discussion or decision affecting their personal, business or professional interests. Finally, pursuant to our Corporate Governance Principles, we may not, directly or indirectly, extend or maintain credit or arrange for or renew an extension of credit in the form of a personal loan to or for any director or executive officer. We have not adopted a specific written policy for reviewing related-person transactions and consider each transaction in light of the specific facts and circumstances presented under the foregoing policies and procedures, in accordance with applicable SEC rules.”

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Certain Transactions

“The following transactions were reviewed and considered in light of the policies and procedures discussed above.”

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Certain Transactions

“BlackRock, Inc., or BlackRock, is a beneficial holder of more than 5% of our outstanding common stock based on a review of filings with the SEC. In 2025, affiliates of BlackRock provided investment management services and analytics to The Boeing Company Retirement Plans Master Trust, or Retirement Plans Trust, and received approximately $10.6 million for such services. In 2025, affiliates of BlackRock also provided investment management services and analytics to The Boeing Company Employee Savings Plans Master Trust, or Savings Plans Trust, and received approximately $4.8 million for such services.”

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