Boeing Company

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 19, 2026, the Board of Directors of The Boeing Company (the “Company”) appointed Ryan L. Shedd as the Company’s Senior Vice President and Controller, to be effective as of the first business day following the Company’s filing of its Annual Report on Form 10-K for the year ended December 31, 2026 (the “Effective Date”). In that position, Mr. Shedd will also act as the Company’s principal accounting officer. Mr. Shedd will join the Company in September 2026 as a Senior Vice President, Finance. Following a transition period, Mr. Shedd will succeed Michael J. Cleary on the Effective Date. Mr. Cleary plans to retire from the Company in 2027 after more than two decades of service, most recently as Senior Vice President and Controller since March 2023. Mr. Shedd, 41, brings to the Company nearly two decades of experience at Ernst & Young LLP, where he has most recently served as an Assurance Partner since July 2021. Mr. Shedd will receive an annual base salary of $600,000, and will be eligible to receive an annual incentive award with a target value of 70% of base salary and (beginning in 2027) an annual long-term incentive award with a target value of 170% of base salary. He will receive a cash sign-on award of $300,000, subject to repayment conditions, and will participate in other benefit and compensation plans at levels consistent with his seniority and scope of responsibility. Mr. Shedd will be based in Seattle, Washington and will be eligible for relocation benefits under the Company’s relocation policy.