The Boeing Company 424B3 Prospectus supplement

Filed Pursuant to Rule 424(b)(3)
File No. 333-281498

LOGO

MERGER PROPOSED — YOUR VOTE IS IMPORTANT

Dear Stockholders of Spirit AeroSystems Holdings, Inc.:

On June 30, 2024, Spirit AeroSystems Holdings, Inc. (“Spirit”) entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), with The Boeing Company (“Boeing”) and Sphere Acquisition Corp., a wholly owned subsidiary of Boeing (“Merger Sub”), providing for the merger of Merger Sub with and into Spirit (the “Merger”), and for Spirit to be the surviving corporation in the Merger. Upon completion of the Merger, Spirit would be a wholly owned subsidiary of Boeing.

On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Class A Common Stock, par value $0.01 per share, of Spirit (“Spirit Common Stock”) that is issued and outstanding immediately prior to the Effective Time (other than shares of Spirit Common Stock owned by Spirit, Boeing or any of their respective wholly owned subsidiaries, in each case not held on behalf of third parties) will be automatically cancelled and cease to exist and will be converted into the right to receive a number of shares of common stock, par value $5.00 per share, of Boeing (“Boeing Common Stock,” and such number of shares of Boeing Common Stock, the “Per Share Merger Consideration”) equal to an exchange ratio (the “Exchange Ratio”), which will depend on the volume weighted average price per share of Boeing Common Stock on the New York Stock Exchange for the 15 consecutive trading days ending on and including the second full trading day prior to the Effective Time (the “Boeing Stock Price”). If the Boeing Stock Price is greater than $149.00 but less than $206.94, the Exchange Ratio will be the quotient obtained by dividing $37.25 by the Boeing Stock Price, rounded to four decimal places; if the Boeing Stock Price is greater than or equal to $206.94, the Exchange Ratio will be 0.1800; and if the Boeing Stock Price is equal to or less than $149.00, the Exchange Ratio will be 0.2500. Accordingly, if the Boeing Stock Price were between $149.00 and $206.94, the implied value of the Per Share Merger Consideration would be $37.25; if the Boeing Stock Price were greater than $206.94, the implied value of the Per Share Merger Consideration would be greater than $37.25; and if the Boeing Stock Price were less than $149.00, the implied value of the Per Share Merger Consideration would be less than $37.25. The Boeing Stock Price and the actual value of the Per Share Merger Consideration will depend on the trading price of Boeing Common Stock, which is subject to fluctuation, including during the period until the Effective Time. For illustrative purposes only, the following table presents the Exchange Ratio and the implied value of the Per Share Merger Consideration based on different values for the Boeing Stock Price:


Boeing Stock Price	Exchange Ratio	Implied Value of the Per Share Merger Consideration
$ 130.00	0.2500	$32.50
$149.00	0.2500	$37.25
$168.00	0.2217	$37.25
$187.00	0.1992	$37.25
$206.94	0.1800	$37.25
$ 226.00	0.1800	$40.68

Shares of Spirit Common Stock are listed on the New York Stock Exchange under the symbol “SPR.” Shares of Boeing Common Stock are listed on the New York Stock Exchange under the symbol “BA.” We encourage you to obtain current market quotations for both Spirit Common Stock and Boeing Common Stock.

In connection with the proposed Merger, Spirit will hold a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the holders of Spirit Common Stock will be asked to vote on (i) a proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”), (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Spirit’s named executive officers that is based on or otherwise relates to the Merger (the “Advisory Compensation Proposal”) and (iii) a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to permit solicitation of additional votes or proxies if there are not sufficient votes to approve the Merger Agreement Proposal (the “Adjournment Proposal”). Approval of the Merger Agreement Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Spirit Common Stock entitled to vote thereon, and approval of the Advisory Compensation Proposal and Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast affirmatively and negatively on the applicable proposal, assuming a quorum is present. The Special Meeting will be held virtually via live audio webcast at www.virtualshareholdermeeting.com/SPR2025SM, on January 31, 2025, at 11:30 a.m. Central Time. The board of directors of Spirit unanimously recommends that stockholders of Spirit vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Advisory Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

Your vote is very important. The obligations of Spirit and Boeing to complete the Merger are subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including approval of the Merger Agreement Proposal by the stockholders of Spirit. We cannot complete the Merger unless the stockholders of Spirit vote to approve the Merger Agreement Proposal.

This proxy statement/prospectus contains or references detailed information about Spirit, Boeing, the Special Meeting, the Merger, the Merger Agreement and the business to be considered by the stockholders of Spirit at the Special Meeting. Please carefully read this entire proxy statement/prospectus, including the section entitled “Risk Factors” beginning on page 28 of this proxy statement/prospectus for a discussion of the risks relating to the Merger. You also can obtain information about Boeing and Spirit from documents that they have filed with the Securities and Exchange Commission.

Sincerely,

LOGO

Robert D. Johnson

Chair of the Board

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Merger or determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated December 20, 2024 and is first being mailed to stockholders of Spirit on or about December 26, 2024.

LOGO

SPIRIT AEROSYSTEMS HOLDINGS, INC.

3801 South Oliver Street

Wichita, Kansas 67210

(316) 526-9000

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON JANUARY 31, 2025

To the Stockholders of Spirit AeroSystems Holdings, Inc.:

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of Spirit AeroSystems Holdings, Inc. (“Spirit”), which will be conducted virtually via live audio webcast at www.virtualshareholdermeeting.com/SPR2025SM, on January 31, 2025, at 11:30 a.m. Central Time. There will be no physical location for the Special Meeting. The record date for the Special Meeting is December 20, 2024 (the “Record Date”). Only holders of record of Class A Common Stock, par value $0.01 per share, of Spirit (“Spirit Common Stock”) on the Record Date are entitled to receive notice of, and to vote at, the Special Meeting.

At the Special Meeting, we plan to ask you to vote on:

a proposal (the “Merger Agreement Proposal”) to adopt the Agreement and Plan of Merger, dated June 30, 2024 (as it may be amended from time to time, the “Merger Agreement”), a copy of which is attached as Annex A to the accompanying proxy statement/prospectus, among Spirit, The Boeing Company (“Boeing”) and Sphere Acquisition Corp., a wholly owned subsidiary of Boeing (“Merger Sub”), providing for the merger of Merger Sub with and into Spirit (the “Merger”);

a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Spirit’s named executive officers that is based on or otherwise relates to the Merger (the “Advisory Compensation Proposal”); and

a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to permit solicitation of additional votes or proxies if there are not sufficient votes to approve the Merger Agreement Proposal (the “Adjournment Proposal”).

The accompanying proxy statement/prospectus describes the proposals listed above in more detail. You should carefully read and consider the accompanying proxy statement/prospectus in its entirety, including the annexes to the proxy statement/prospectus, and the documents incorporated by reference in the proxy statement/prospectus, as they contain important information about, among other things, the Merger and how it affects you.

The board of directors of Spirit (the “Spirit Board”) has unanimously (a) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, (b) determined that the Merger Agreement and the transactions contemplated thereby are in the best interests of Spirit and its stockholders, (c) resolved to recommend adoption of the Merger Agreement by the stockholders entitled to vote thereon and (d) directed that the Merger Agreement be submitted to stockholders of Spirit for adoption at a meeting of stockholders of Spirit to be held to consider the adoption of the Merger Agreement. The Spirit Board

recommends that stockholders of Spirit vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Advisory Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

You will be able to attend the Special Meeting by visiting the Special Meeting website at www.virtualshareholdermeeting.com/SPR2025SM and entering a 16-digit control number. If you hold your shares of Spirit Common Stock as a stockholder of record, your 16-digit control number will be printed on your proxy card. If instead you hold your shares of Spirit Common Stock through an account with a bank, broker or other nominee, your bank, broker or other nominee may provide you with your 16-digit control number on the voting instruction form it furnishes to you; otherwise, you should contact your bank, broker or other nominee (preferably at least five business days before the date of the Special Meeting) for instructions on attending the Special Meeting. Refer to the section entitled “Questions and Answers” beginning on page 1 of the accompanying proxy statement/prospectus for additional information on how to participate in the Special Meeting.

Your vote is very important, regardless of the number of shares that you own. The Merger cannot be completed unless Spirit Stockholders adopt the Merger Agreement.

Please vote as promptly as possible, whether or not you expect to attend the Special Meeting via the Special Meeting website. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction form furnished by the bank, broker or other nominee. If you hold shares in your own name, please submit a proxy to have your shares voted as promptly as possible by (i) logging onto the website shown on your proxy card and following the instructions to vote online, (ii) dialing the toll-free number shown on your proxy card and following the instructions to vote by telephone or (iii) completing, dating, signing and returning the enclosed proxy card in the postage-prepaid envelope provided, so that your shares may be represented and voted at the Special Meeting if you later decide not to attend or become unable to attend. Submitting a proxy will also help to secure a quorum and avoid added solicitation costs. Submitting a proxy will not prevent you from voting at the Special Meeting via the Special Meeting website; any stockholder who is present at the Special Meeting via the Special Meeting website may vote, thereby revoking any previously submitted proxy. In addition, a proxy may also be revoked in writing before the Special Meeting in the manner described in the accompanying proxy statement/prospectus.

If you have questions about the matters to be voted on at the Special Meeting, would like additional copies of the accompanying proxy statement/prospectus or need help voting your shares of Spirit Common Stock, please contact Spirit’s proxy solicitor:

Innisfree M&A Incorporated

501 Madison Ave., 20th Floor

New York, New York 10022

Stockholders, please call toll-free: (877) 456-3513

Banks and Brokerage Firms, please call: (212) 750-5833

By Order of the Board of Directors,

LOGO

David E. Myers

Vice President, General Counsel and Corporate Secretary

December 20, 2024

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates by reference important business and financial information about The Boeing Company (“Boeing”) and Spirit AeroSystems Holdings, Inc. (“Spirit”) from other documents that is not included in or delivered with this proxy statement/prospectus, as permitted by the rules of the Securities and Exchange Commission (the “SEC”). For a listing of the documents incorporated by reference into this proxy statement/prospectus, see the section entitled “Where You Can Find More Information” beginning on page 204 of this proxy statement/prospectus.

Copies of any of the documents incorporated by reference herein, excluding exhibits to those documents unless specifically incorporated by reference herein, are available without charge to stockholders of Spirit (“Spirit Stockholders”) upon written or oral request. To receive a copy of any such documents, please contact Boeing, Spirit or Spirit’s proxy solicitor at the following addresses and telephone numbers:

Mail Services, The Boeing Company

P.O. Box 3707, Mail Code 3T-00

Seattle, Washington 98124-2207

(425) 965-4550

Spirit AeroSystems Holdings, Inc.

Attention: Corporate Secretary

3801 South Oliver Street

Wichita, Kansas 67210

(316) 526-9000

Innisfree M&A Incorporated

501 Madison Ave., 20th Floor

New York, New York 10022

Stockholders, please call toll-free: (877) 456-3513

Banks and Brokerage Firms, please call: (212) 750-5833

If you would like to request any of the documents that are incorporated by reference into this proxy statement/prospectus, please do so by January 24, 2025, which is five business days prior to the date of the special meeting of Spirit Stockholders (the “Special Meeting”), in order to receive them before the meeting.

You may also obtain any of the documents incorporated by reference into this proxy statement/prospectus without charge through the SEC’s website at www.sec.gov. In addition, you may obtain copies of documents filed by Boeing with the SEC by accessing Boeing’s website at http://investors.boeing.com/investors and documents filed by Spirit with the SEC by accessing Spirit’s website at www.investor.spiritaero.com/corporate-profile/default.aspx. Boeing and Spirit are not incorporating the contents of the websites of the SEC, Boeing or Spirit into this proxy statement/prospectus. Boeing and Spirit are providing the information about how you can obtain certain documents that are incorporated by reference into this proxy statement/prospectus at these websites only for your convenience.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Boeing, constitutes a prospectus of Boeing under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock, par value $5.00 per share, of Boeing (“Boeing Common Stock”) to be issued to Spirit Stockholders in connection with the Agreement and Plan of Merger, dated June 30, 2024 (as it may be amended from time to time, the “Merger Agreement”), among Spirit, Boeing and Sphere Acquisition Corp., a wholly owned subsidiary of Boeing (“Merger Sub”), providing for the merger of Merger Sub with and into Spirit (the “Merger”). This proxy statement/prospectus also constitutes a proxy statement of Spirit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the Special Meeting.

Information contained in this proxy statement/prospectus regarding Boeing has been provided by Boeing, and information contained in this proxy statement/prospectus regarding Spirit has been provided by Spirit. Boeing and Spirit have both contributed to the information related to the Merger contained in this proxy statement/prospectus.

Boeing and Spirit have not authorized anyone to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated December 20, 2024, and you should assume that the information contained in this proxy statement/prospectus is accurate only as of such date unless the information specifically indicates that another date applies. You should also assume that the information incorporated by reference into this proxy statement/prospectus is accurate only as of the date of the incorporated document unless the information specifically indicates that another date applies. Neither the mailing of this proxy statement/prospectus to Spirit Stockholders nor the issuance by Boeing of shares of Boeing Common Stock in connection with the Merger will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

TABLE OF CONTENTS


	Page
QUESTIONS AND ANSWERS		1
SUMMARY		14
The Parties to the Merger		14
The Merger and the Merger Agreement		15
Merger Consideration		15
Expected Timing of the Merger		15
Special Meeting		15
Recommendation of the Spirit Board and Its Reasons for the Merger		17
Opinion of Moelis & Company LLC, Financial Advisor to Spirit		17
Interests of Certain Spirit Directors and Executive Officers in the Merger		18
Treatment of Spirit Equity Awards and the ESPP		18
Regulatory Approvals		19
No Solicitation of Acquisition Proposals		19
Conditions to the Closing of the Merger		20
Termination of the Merger Agreement		21
Termination Fees		22
Specific Performance		22
U.S. Federal Income Tax Consequences of the Merger		22
Accounting Treatment of the Merger		23
Comparison of Stockholder Rights		24
No Appraisal Rights		24
Litigation Relating to the Merger		24
Recent Developments		24
Risk Factors		24
COMPARATIVE PER SHARE MARKET PRICE DATA AND DIVIDENDS		25
Market Prices		25
Dividends		25
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		26
RISK FACTORS		28
Risks Related to the Merger		28
Risks Related to Boeing After Completion of the Merger		36
Risks Related to Boeing’s Business and Operations		41
Other Risk Factors Related to Boeing and Spirit		41
THE SPECIAL MEETING		42
Date, Time and Place of the Special Meeting		42
Attending the Special Meeting		42
Purpose of the Special Meeting		42
Recommendation of the Spirit Board		42
Record Date, Outstanding Shares, Stockholders Entitled to Vote and Voting Rights		43
Voting by Spirit’s Directors and Executive Officers		43
Quorum, Abstentions and Broker Non-Votes		43
Vote Required		44
How to Vote		45
Revocation of Proxies and Changes to a Spirit Stockholder’s Vote		46
Inspector of Election		46
Solicitation of Proxies		46
Adjournment		46
Questions and Additional Information		47
PROPOSAL 1 – THE MERGER AGREEMENT PROPOSAL		48
PROPOSAL 2 – ADVISORY COMPENSATION PROPOSAL		49
PROPOSAL 3 – THE ADJOURNMENT PROPOSAL		50


	Page
THE MERGER		51
Parties to the Merger		51
Transaction Structure		52
Merger Consideration		52
Background of the Merger		52
Boeing’s Reasons for the Merger		78
Recommendation of the Spirit Board and Its Reasons for the Merger		80
Spirit Unaudited Forecasted Financial Information		85
Opinion of Moelis & Company LLC, Financial Advisor to Spirit		88
Certain Matters Relating to Morgan Stanley		97
Interests of Certain Spirit Directors and Executive Officers in the Merger		98
Board of Directors and Management of Boeing Following Completion of the Merger		108
U.S. Federal Income Tax Consequences of the Merger		109
Accounting Treatment of the Merger		113
Regulatory Approvals		113
Expected Timing of the Merger		114
Exchange of Shares		114
Treatment of Spirit Equity Awards and the ESPP		114
Dividend Policy		115
Listing of Boeing Common Stock; Delisting of Spirit Common Stock		116
No Appraisal Rights		116
Litigation Relating to the Merger		116
THE MERGER AGREEMENT		117
Explanatory Note Regarding the Merger Agreement		117
Structure of the Merger; Surviving Corporation Organizational Documents; Directors and Officers		117
Closing; Effective Time of the Merger		118
Merger Consideration		118
Fractional Shares		119
Spirit Equity Awards and Employee Stock Purchase Plan		119
Delivery of Merger Consideration		120
Representations and Warranties		122
Conduct of Business Pending the Merger		128
No Solicitation of Acquisition Proposals; Change of Recommendation		133
Cooperation; Regulatory Approvals and Efforts to Close the Merger		137
Indemnification; Directors’ and Officers’ Insurance		142
Employee Matters		144
Certain Other Covenants		146
Conditions to the Closing of the Merger		147
Termination of the Merger Agreement		149
Termination Fees		151
Specific Performance		152
Amendments or Other Modification; Waiver		152
Expenses		152
Third-Party Beneficiaries		153
Governing Law; Jurisdiction; Waiver of Trial by Jury		153
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		154
CERTAIN OTHER MATTERS		156
Certain Prior Transactions between the Parties		156
Certain Labor Matters		156
DESCRIPTION OF BOEING CAPITAL STOCK		157
COMPARISON OF STOCKHOLDER RIGHTS		188
NO APPRAISAL RIGHTS		199


	Page
LEGAL MATTERS		200
EXPERTS		201
Boeing		201
Spirit		201
DEADLINES FOR SUBMITTING STOCKHOLDER PROPOSALS		202
HOUSEHOLDING OF PROXY MATERIALS		203
WHERE YOU CAN FIND MORE INFORMATION		204

ANNEX A: Merger Agreement
ANNEX B: Opinion of Moelis & Company LLC

QUESTIONS AND ANSWERS

The following are some questions that you, as a Spirit Stockholder, may have regarding the Merger, the issuance of shares of Boeing Common Stock to Spirit Stockholders in connection with the Merger and the matters being considered at the Special Meeting, accompanied by the answers to those questions. We urge you to carefully read the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Merger, the issuance of shares of Boeing Common Stock in connection with the Merger and the matters being considered at the Special Meeting. Additional important information is contained in the annexes to, and the documents incorporated by reference in, this proxy statement/prospectus.

Q:	Why am I receiving this document?

You are receiving this proxy statement/prospectus because Boeing and Spirit have entered into the Merger Agreement, pursuant to which, among other things, on the terms and subject to the conditions set forth therein, Boeing will acquire Spirit in an all-stock transaction. Upon the terms and subject to the conditions set forth in the Merger Agreement, which is attached as Annex A hereto, Merger Sub will merge with and into Spirit, with Spirit surviving as a wholly owned subsidiary of Boeing. For Spirit to complete the Merger, the holders of a majority of outstanding shares of Class A Common Stock, par value $0.01 per share, of Spirit (“Spirit Common Stock”) entitled to vote on the matter must approve a proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”).

This proxy statement/prospectus, which you should read carefully, contains important information about the Merger, the Special Meeting and the matters being considered at the Special Meeting, including the Merger Agreement Proposal. This proxy statement/prospectus constitutes both a proxy statement of Spirit and a prospectus of Boeing. It is a proxy statement because the board of directors of Spirit (the “Spirit Board”) is soliciting proxies from Spirit Stockholders in connection with the Special Meeting. It is a prospectus because Boeing will issue shares of Boeing Common Stock in exchange for outstanding shares of Spirit Common Stock in the Merger.

Q:	Why are Boeing stockholders not being asked to vote on the Merger?

Applicable Delaware law, Boeing’s certificate of incorporation and the rules of the New York Stock Exchange (the “NYSE”) do not require the stockholders of Boeing (the “Boeing Stockholders”) to approve the Merger, adopt the Merger Agreement or approve the issuance of the shares of Boeing Common Stock that will be issued in connection with the Merger. Therefore, the vote of Boeing Stockholders is not required and is not being sought. We are not asking Boeing Stockholders for a proxy, and Boeing Stockholders are requested not to send us a proxy.

Q:	What are Spirit Stockholders being asked to vote on?

At the Special Meeting, the holders of Spirit Common Stock will be asked to vote on (i) the Merger Agreement Proposal, (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Spirit’s named executive officers that is based on or otherwise relates to the Merger (the “Advisory Compensation Proposal”) and (iii) a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to permit solicitation of additional votes or proxies if there are not sufficient votes to approve the Merger Agreement Proposal (the “Adjournment Proposal”).

Q:	What will holders of Spirit Common Stock receive for their shares of Spirit Common Stock in the Merger?

If the Merger is completed, each share of Spirit Common Stock that is issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than shares of Spirit Common Stock owned by Spirit, Boeing or any of their respective wholly owned subsidiaries, in each case not held on behalf of third parties) (such shares, “Excluded Shares”) will be automatically cancelled and cease to exist and will be converted into the right to receive a number of shares of Boeing Common Stock (the “Per Share Merger Consideration”) equal to an exchange ratio (the “Exchange Ratio”), which will depend on the volume weighted average price per share of Boeing Common Stock on the NYSE for the 15 consecutive trading days ending on and including the second full trading day prior to the Effective Time (the “Boeing Stock Price”). If the Boeing Stock Price is greater than $149.00 but less than $206.94, the Exchange Ratio will be the quotient obtained by dividing $37.25 by the Boeing Stock Price, rounded to four decimal places; if the Boeing Stock Price is greater than or equal to $206.94, the Exchange Ratio will be 0.1800; and if the Boeing Stock Price is equal to or less than $149.00, the Exchange Ratio will be 0.2500. Accordingly, if the Boeing Stock Price were between $149.00 and $206.94, the implied value of the Per Share Merger Consideration would be $37.25; if the Boeing Stock Price were greater than $206.94, the implied value of the Per Share Merger Consideration would be greater than $37.25; and if the Boeing Stock Price were less than $149.00, the implied value of the Per Share Merger Consideration would be less than $37.25. Each Spirit Stockholder will receive cash in lieu of any fractional share of Boeing Common Stock that such stockholder would otherwise be entitled to receive in the Merger. The aggregate number of shares of Boeing Common Stock to be issued to the Spirit Stockholders (the “Merger Consideration Shares”), together with any cash to be paid in lieu of any fractional shares of Boeing Common Stock that Spirit Stockholders would otherwise be entitled to receive in the Merger, in accordance with the terms of the Merger Agreement, is referred to as the “Merger Consideration.”

The number of Merger Consideration Shares is subject to fluctuation with the market value of Boeing Common Stock until the Boeing Stock Price has been determined. The Boeing Stock Price and the actual value of the Per Share Merger Consideration will depend on the trading price of Boeing Common Stock, which is subject to fluctuation, including during the period until the Effective Time. For illustrative purposes only, the following table presents the Exchange Ratio and the implied value of the Per Share Merger Consideration based on different values for the Boeing Stock Price:


Boeing Stock Price	Exchange Ratio	Implied Value of the Per Share Merger Consideration
$ 130.00	0.2500	$32.50
$149.00	0.2500	$37.25
$168.00	0.2217	$37.25
$187.00	0.1992	$37.25
$206.94	0.1800	$37.25
$ 226.00	0.1800	$40.68

The market price of shares of Boeing Common Stock that Spirit Stockholders receive at the Effective Time could be greater than, less than or the same as the market price of shares of Boeing Common Stock on the date of this proxy statement/prospectus or at the time of the Special Meeting. In addition, the difference between the value, immediately following the Merger, of the consideration that Spirit Stockholders will receive in the Merger and the value of Spirit Common Stock immediately prior to the Merger will depend on the market price of shares of Boeing Common Stock and Spirit Common Stock at the Effective Time. Accordingly, you should obtain current market quotations for Boeing Common Stock and Spirit Common Stock before deciding how to vote with respect to the Merger Agreement Proposal. Shares of Spirit Common

Stock are listed on the NYSE under the symbol “SPR.” Shares of Boeing Common Stock are listed on the NYSE under the symbol “BA.”

Q:	If I am a Spirit Stockholder, how will I receive the portion of the Merger Consideration to which I am entitled?

If you hold your shares of Spirit Common Stock through The Depository Trust Company (“DTC”) in book-entry form, you will not be required to take any specific actions to exchange your shares of Spirit Common Stock for shares of Boeing Common Stock. After the completion of the Merger, an exchange agent (the “Exchange Agent”) will deliver to DTC or its nominees the Per Share Merger Consideration, together with cash in lieu of any fractional shares of Boeing Common Stock to which DTC is entitled under the Merger Agreement.

If you hold your shares of Spirit Common Stock in certificated form, or in book-entry form but not through DTC, after receiving the proper documentation from you, following the Effective Time, the Exchange Agent will deliver to you the Per Share Merger Consideration and a check in the amount of any cash in lieu of fractional share of Boeing Common Stock to which you are entitled under the Merger Agreement.

Q:	What will holders of Spirit equity and equity-based awards receive in the Merger?

Outstanding Spirit equity and equity-based long-term incentive awards will be treated as set forth in the Merger Agreement, as described in more detail in the section entitled “The Merger—Treatment of Spirit Equity Awards and the ESPP” beginning on page 114 of this proxy statement/prospectus. In general, at the Effective Time, the restricted stock units and performance stock units of Spirit will be assumed and converted into a number of time-based vesting restricted stock units with respect to shares of Boeing Common Stock.

Q:	What will happen to the Spirit Employee Stock Purchase Plan (“ESPP”)?

The Merger Agreement requires that Spirit take action to provide that, except for the offering period that commenced on May 1, 2024 and that ended on September 30, 2024 (the “Final Offering”), no offering period will be authorized or commence under the ESPP on or after the date of the Merger Agreement and that the ESPP will terminate at the Effective Time and no further rights will be granted or exercised under the ESPP thereafter.

Q:	Are there any risks that I should consider as a Spirit Stockholder in deciding how to vote?

Yes. You should read and carefully consider the risks set forth in the section entitled “Risk Factors” beginning on page 28 of this proxy statement/prospectus. You also should read and carefully consider the risks that are described in the documents that are incorporated by reference into this proxy statement/prospectus.

Q:	How important is my vote as a Spirit Stockholder?

A:	Your vote “FOR” each proposal presented at the Special Meeting is very important, and you are encouraged to submit a proxy or voting instruction form, as applicable, as soon as possible. The Merger cannot be completed without the approval by Spirit Stockholders of the Merger Agreement Proposal.

Q:	What vote is required to approve each proposal at the Special Meeting?

A:	Approval of the Merger Agreement Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Spirit Common Stock entitled to vote thereon. Abstentions and broker non-votes, if any, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Approval of the Advisory Compensation Proposal and the Adjournment Proposal requires, in each case, the affirmative vote of the holders of a majority of the votes cast affirmatively and negatively on the applicable proposal. Abstentions and broker non-votes, if any, will have no effect on the Advisory Compensation Proposal or the Adjournment Proposal, assuming a quorum is present.

Q:	How does the Spirit Board recommend that Spirit Stockholders vote?

The Spirit Board has unanimously (a) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, (b) determined that the Merger Agreement and the transactions contemplated thereby are in the best interests of Spirit and its stockholders, (c) resolved to recommend adoption of the Merger Agreement by the stockholders entitled to vote thereon and (d) directed that the Merger Agreement be submitted to stockholders of Spirit for adoption at a meeting of stockholders of Spirit to be held to consider the adoption of the Merger Agreement. Accordingly, the Spirit Board unanimously recommends that Spirit Stockholders vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Advisory Compensation Proposal and (iii) “FOR” the Adjournment Proposal. For a detailed description of the various factors considered by the Spirit Board in reaching this decision, see the section entitled “The Merger—Recommendation of the Spirit Board and Its Reasons for the Merger” beginning on page 80 of this proxy statement/prospectus.

Q:	Why am I being asked to consider and vote on a proposal to approve, on an advisory (non-binding) basis, certain compensation arrangements for Spirit’s named executive officers in connection with the Merger (the Advisory Compensation Proposal)?

A:	Under SEC rules, Spirit is required to seek a non-binding, advisory vote of its stockholders with respect to the compensation that may be paid or become payable to Spirit’s named executive officers that is based on or otherwise relates to the Merger, also known as “golden parachute” compensation.

Q:	What happens if the Advisory Compensation Proposal is not approved?

Because the vote on the Advisory Compensation Proposal is advisory only, it will not be binding on either Spirit or Boeing. Accordingly, if the Merger Agreement is adopted and the Merger is completed, the merger-related compensation will be payable to Spirit’s named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of advisory vote on the Advisory Compensation Proposal.

Q:	Do any of the executive officers or directors of Spirit have interests in the Merger that may differ from or be in addition to my interests as a Spirit Stockholder?

In considering the recommendation of the Spirit Board that Spirit Stockholders vote to approve the Merger Agreement Proposal, to approve the Advisory Compensation Proposal and to approve the Adjournment Proposal, Spirit Stockholders should be aware that some of Spirit’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of Spirit Stockholders generally. The Spirit Board was aware of and considered these potential interests, among other matters, in evaluating and negotiating the Merger Agreement and the transactions contemplated thereby, in approving the Merger and in recommending that Spirit

Stockholders approve the Merger Agreement Proposal, the Advisory Compensation Proposal and the Adjournment Proposal.

For more information regarding these interests, see the sections entitled “The Merger—Interests of Certain Spirit Directors and Executive Officers in the Merger” and “Risk Factors—Risks Related to the Merger—Spirit’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of Spirit Stockholders generally” beginning on pages 98 and 34, respectively, of this proxy statement/prospectus.

Q:	What will happen to Spirit as a result of the Merger?

Upon the terms and subject to the conditions set forth in the Merger Agreement, Boeing will acquire all of the outstanding shares of Spirit Common Stock at the Effective Time. After completion of the Merger, Spirit Common Stock will be delisted from the NYSE, will be deregistered under the Exchange Act and will cease to be publicly traded.

In addition, the Merger Agreement includes provisions to facilitate the disposition by Spirit to Airbus SE (“Airbus”) of certain portions of Spirit’s business related to the performance by Spirit and its subsidiaries of their obligations under their supply contracts with Airbus (the “Spirit Airbus Business”), as contemplated by a term sheet entered into on June 30, 2024 between Airbus and Spirit AeroSystems, Inc., a wholly owned subsidiary of Spirit (the “Airbus Term Sheet”). The Merger Agreement also includes provisions to facilitate the potential sale, subject to certain Boeing consent rights, by Spirit to other third parties of specified assets and businesses, some of which include or comprise parts of the Spirit Airbus Business. Such specified assets and businesses, which include, among others, Spirit’s operations in Belfast, Northern Ireland (other than the operations that are part of the Spirit Airbus Business) and Subang, Malaysia, certain of Spirit’s operations in Prestwick, Scotland and Spirit’s Fiber Materials, Inc. business, are referred to herein together with the Spirit Airbus Business as the “Divestiture Assets.”

Q:	Who will own Boeing immediately following the completion of the Merger?

If the Boeing Stock Price were equal to the closing price of Boeing Common Stock on the NYSE on December 19, 2024, the last trading day before the date of this proxy statement/prospectus, each share of Spirit Common Stock would be converted into 0.2104 shares of Boeing Common Stock. At this Exchange Ratio, it is estimated that, immediately after completion of the Merger, Boeing Stockholders as of immediately prior to the Merger would hold approximately 96.7% and Spirit Stockholders as of immediately prior to the Merger (disregarding any shares of Boeing Common Stock held by Spirit Stockholders immediately prior to the Merger) would hold approximately 3.3% of the outstanding shares of Boeing Common Stock, each on a fully diluted basis. The exact equity stake of Spirit Stockholders in Boeing immediately following the completion of the Merger will depend on the number of shares of Boeing Common Stock and shares of Spirit Common Stock issued and outstanding immediately prior to the Effective Time. For more information, see the section entitled “Risk Factors—Risks Related to the Merger—Current Boeing Stockholders and current Spirit Stockholders will have a reduced share of ownership in the combined company” beginning on page 34 of this proxy statement/prospectus.

Q:	How will Boeing Stockholders be affected by the Merger?

Upon completion of the Merger, each Boeing Stockholder will hold the same number of shares of Boeing Common Stock that such stockholder held immediately prior to completion of the Merger. As a result of the Merger, Boeing Stockholders will own shares in a larger company with more assets. However, because in connection with the Merger, Boeing will be issuing additional shares of Boeing Common Stock to Spirit Stockholders in exchange for their shares of Spirit Common Stock, each outstanding share of Boeing Common Stock immediately prior to the Merger will

represent a smaller percentage of the aggregate number of shares of Boeing Common Stock outstanding after the Merger. For more information, see the section entitled “Risk Factors—Risks Related to the Merger—Current Boeing Stockholders and current Spirit Stockholders will have a reduced share of ownership in the combined company” beginning on page 34 of this proxy statement/prospectus.

Q:	What are the U.S. federal income tax consequences of the Merger?

The U.S. federal income tax consequences of the Merger will depend primarily upon whether the Merger qualifies as a “reorganization” under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). As discussed in more detail in the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger” beginning on page 109 of this proxy statement/prospectus, there is significant uncertainty as to the treatment of the Merger for U.S. federal income tax purposes.

It is not a condition to the Merger that Boeing or Spirit receive a private letter ruling from the Internal Revenue Service (the “IRS”) regarding the qualification of the Merger as a “reorganization” under Section 368(a) of the Code. Nevertheless, Boeing and Spirit filed with the IRS on December 20, 2024 a request (the “Ruling Request”) for a private letter ruling to the effect that the Merger qualifies as a “reorganization” under Section 368(a) of the Code (the “Ruling”). For additional details, please refer to the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger—IRS Private Letter Ruling” beginning on page 111 of this proxy statement/prospectus.

If Boeing and Spirit do not ultimately receive the Ruling, U.S. Holders (as defined in the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger” beginning on page 109 of this proxy statement/prospectus) should assume that the Merger will not qualify as a “reorganization” under Section 368(a) of the Code and that the Merger will be treated as a taxable transaction. If Boeing and Spirit timely receive the Ruling to the satisfaction of Boeing and Spirit, Boeing and Spirit intend to report the Merger consistent with the qualification of the Merger as a “reorganization” under Section 368(a) of the Code.

Each U.S. Holder (as defined in the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger” beginning on page 109 of this proxy statement/prospectus) should consult its own tax advisor with respect to the particular tax consequences of the Merger to such holder. See the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger” beginning on page 109 of this proxy statement/prospectus for more information.

Q:	When do Boeing and Spirit expect to complete the Merger?

Boeing and Spirit currently expect to complete the Merger in mid-2025. Neither Boeing nor Spirit, however, can predict the actual date on which the Merger will be completed, and they cannot assure that the Merger will be completed, because completion of the Merger is subject to conditions beyond the control of each of Boeing and Spirit. See the sections entitled “The Merger—Regulatory Approvals,” “The Merger Agreement—Conditions to the Closing of the Merger” and “Risk Factors—Risks Related to the Merger—The Merger is subject to conditions, including certain conditions that are beyond Boeing’s and Spirit’s control and may not be satisfied on a timely basis or at all. Failure to complete the Merger could have material adverse effects on Boeing and Spirit” beginning on pages 113, 147 and 29, respectively, of this proxy statement/prospectus for more information.

Q:	What are the conditions to the Closing?

Under the terms of the Merger Agreement, the completion of the Merger is subject to the satisfaction or waiver of certain closing conditions, including (a) the approval of the Merger Agreement Proposal by the holders of a majority of the outstanding shares of Spirit Common Stock entitled to vote thereon at the Special Meeting (the “Spirit Stockholder Approval”); (b) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the receipt of other specified regulatory approvals (collectively, including the expiration or termination of any such waiting periods, the “Regulatory Approvals”); (c) the absence of any law or order issued by a governmental entity prohibiting the completion of the Merger; (d) the effectiveness of the registration statement relating to the Merger Consideration Shares; (e) the approval for listing on the NYSE of the Merger Consideration Shares; (f) solely with respect to the obligations of Boeing and Merger Sub to effect the closing of the transactions contemplated by the Merger Agreement, not including the Airbus Term Sheet, the transactions contemplated thereby, any definitive agreements with respect to such transactions or other divestitures by Spirit and its subsidiaries contemplated by the Merger Agreement (the “Merger Agreement Transactions”), (1) the accuracy (subject to materiality qualifiers in certain cases) of the representations and warranties of Spirit contained in the Merger Agreement, (2) Spirit having performed in all material respects the obligations required to be performed by it under the Merger Agreement at or prior to the closing of the Merger Agreement Transactions (the “Closing”), (3) the Regulatory Approvals having been obtained without the imposition of a Burdensome Condition (as defined in the section entitled “The Merger Agreement—Cooperation; Regulatory Approvals and Efforts to Close the Merger” beginning on page 137 of this proxy statement/prospectus), (4) the absence of a Material Adverse Effect (as defined in the section entitled “The Merger Agreement—Representations and Warranties” beginning on page 122 of this proxy statement/prospectus) or any event that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect since the date of the Merger Agreement and (5) Spirit’s having completed the divestiture of the Spirit Airbus Business (the “Divestiture Condition”); and (g) solely with respect to the obligation of Spirit to effect the Closing, (1) the accuracy (subject to materiality qualifiers in certain cases) of the representations and warranties of Boeing and Merger Sub contained in the Merger Agreement, (2) each of Boeing and Merger Sub having performed in all material respects the obligations required to be performed by it under the Merger Agreement at or prior to the Closing and (3) the absence of a Boeing Material Adverse Effect (as defined in the section entitled “The Merger Agreement—Representations and Warranties” beginning on page 122 of this proxy statement/prospectus) or any event that would reasonably be expected to have, individually or in the aggregate, a Boeing Material Adverse Effect since the date of the Merger Agreement.

Either party may waive one or more of the conditions to its obligations to effect the Closing to the extent permitted by applicable law, including, in the case of Boeing, the conditions regarding the accuracy (subject to materiality qualifiers in certain cases) of the representations and warranties of Spirit contained in the Merger Agreement and the absence of a Material Adverse Effect and, in the case of Spirit, the conditions regarding the accuracy (subject to materiality qualifiers in certain cases) of the representations and warranties of Boeing and Merger Sub contained in the Merger Agreement and the absence of a Boeing Material Adverse Effect.

The completion of the Merger is not subject to the approval of Boeing Stockholders or the receipt of financing by Boeing.

See the sections entitled “The Merger Agreement—Conditions to the Closing of the Merger” and “Risk Factors—Risks Related to the Merger—The Merger is subject to conditions, including certain conditions that are beyond Boeing’s and Spirit’s control and may not be satisfied on a timely basis or at all. Failure to complete the Merger could have material adverse effects on

Boeing and Spirit” beginning on pages 147 and 29, respectively, of this proxy statement/prospectus for more information.

Q:	What happens if the Merger is not completed?

If the Merger Agreement Proposal is not approved by Spirit Stockholders or the Merger is not completed for any other reason, Spirit Stockholders will not receive any consideration pursuant to the Merger Agreement for shares of Spirit Common Stock they own. Instead, Spirit will remain an independent public company, and Spirit Common Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act.

Upon termination of the Merger Agreement, Spirit may be required to pay Boeing a termination fee of $150 million if the Merger Agreement is terminated under specified circumstances in which the Spirit Board changes its recommendation that Spirit Stockholders adopt the Merger Agreement, Spirit terminates the Merger Agreement in order to accept a Superior Proposal (as defined in the section entitled “The Merger Agreement—No Solicitation of Acquisition Proposals; Change of Recommendation” beginning on page 133 of this proxy statement/prospectus), or Spirit completes a Qualifying Transaction (as defined in the section entitled “The Merger Agreement—Termination Fees” beginning on page 151 of this proxy statement/prospectus) following the termination of the Merger Agreement. Boeing may be required to pay Spirit a termination fee of $300 million (reduced (but not to less than zero) by the aggregate then-outstanding amount of cash advances to be repaid by Spirit and its subsidiaries to Boeing, whether or not then due and payable, pursuant to the applicable agreements governing cash advances by Boeing to Spirit and its subsidiaries) if the Merger Agreement is terminated by Spirit or Boeing under certain specified circumstances in which the Merger Agreement is terminated as a result of failing to obtain the required regulatory approvals by March 31, 2025 (subject to three automatic three-month extensions if on each such date all of the closing conditions except those relating to regulatory approvals have been satisfied or waived) (the “Outside Date”) or as a result of a law or order related to the required regulatory approvals or any applicable antitrust law or foreign investment law that prohibits the completion of the Merger. See the section entitled “The Merger Agreement—Termination Fees” beginning on page 151 of this proxy statement/prospectus for more information.

Q:	When and where is the Special Meeting?

A:	The Special Meeting will be conducted virtually via live audio webcast at www.virtualshareholdermeeting.com/SPR2025SM, on January 31, 2025, at 11:30 a.m. Central Time. There will be no physical location for the Special Meeting.

Q:	How can I attend the Special Meeting?

A:	The Special Meeting will be a virtual-only meeting conducted exclusively via live audio webcast at www.virtualshareholdermeeting.com/SPR2025SM. There will be no physical location for the Special Meeting.

You will be able to attend the Special Meeting by visiting the Special Meeting website at www.virtualshareholdermeeting.com/SPR2025SM and entering a 16-digit control number. If you hold your shares of Spirit Common Stock as a stockholder of record, your 16-digit control number will be printed on your proxy card. If instead you hold your shares of Spirit Common Stock through an account with a bank, broker or other nominee (that is, if you are the beneficial owner of shares held in “street name”), your bank, broker or other nominee may provide you with your 16-digit control number on the voting instruction form it furnishes to you; otherwise, you should contact your bank, broker or other nominee (preferably at least five business days before the date of the Special Meeting) to obtain a legal proxy that will permit you to attend, and vote at, the

Special Meeting. If you join the Special Meeting by using your 16-digit control number or obtaining a legal proxy and logging in to the Special Meeting website, you will be able to attend and participate in the Special Meeting, submit your questions during the Special Meeting, and vote your shares online during the Special Meeting.

Spirit Stockholders who participate in the Special Meeting via the Special Meeting website will be considered to have attended the Special Meeting and to have been present at the Special Meeting “in person,” including for purposes of determining a quorum and counting votes.

Q:	Who do I contact if I am encountering difficulties attending the Special Meeting?

A:	If you encounter technical difficulties attending the Special Meeting, please call the technical support telephone number that will be posted at www.virtualshareholdermeeting.com/SPR2025SM. Technicians will be available to assist you.

Q:	Who can vote at, and what is the record date of, the Special Meeting?

Only Spirit Stockholders who held shares of Spirit Common Stock of record at the close of business on December 20, 2024, the record date for the Special Meeting (the “Record Date”), are entitled to receive notice of, and to vote the shares of Spirit Common Stock they held on the Record Date at, the Special Meeting.

If you hold your shares of Spirit Common Stock through an account with a bank, broker or other nominee (that is, if you are the beneficial owner of shares held in “street name”), your bank, broker or other nominee that is the holder of record of those shares can give you the right to vote those shares at the Special Meeting. See the answer to the question “How can I attend the Special Meeting?” above for additional information.

Q:	How many votes may I cast?

A:	Each outstanding share of Spirit Common Stock entitles its holder of record to one vote on each matter considered at the Special Meeting.

Q:	What constitutes a quorum at the Special Meeting?

The presence, in person or by proxy, of Spirit Stockholders entitled to cast at least a majority of the votes which all Spirit Stockholders are entitled to vote upon a matter at the Special Meeting constitutes a quorum for the transaction of business on such matter at the Special Meeting. For business to be conducted at the Special Meeting, a quorum must be present. For purposes of determining whether there is a quorum, all shares that are present, including abstentions, will count towards the quorum.

Q:	What do I need to do now?

After you have carefully read and considered the information contained or incorporated by reference into this proxy statement/prospectus, please vote your shares as soon as possible so that your shares of Spirit Common Stock will be represented at the Special Meeting. Please follow the instructions set forth on the proxy card or, if your shares of Spirit Common Stock are held in “street name,” on the voting instruction form provided by your bank, broker other nominee.

Additional information on voting procedures can be found in the section entitled “The Special Meeting” beginning on page 42 of this proxy statement/prospectus.

Q:	If a stockholder gives a proxy, how are the shares of Spirit Common Stock voted?

The individuals named on the enclosed proxy card will vote your shares of Spirit Common Stock in the way that you indicate. When completing the proxy card or the Internet or telephone processes, you may specify whether your shares of Spirit Common Stock should be voted for or against, or abstain from voting on, all, some or none of the specific items of business to come before the Special Meeting.

Q:	How will my shares of Spirit Common Stock be voted if I return a blank proxy?

A:	If you sign, date, and return your proxy card and do not indicate how you want your shares of Spirit Common Stock to be voted, then your shares of Spirit Common Stock will be voted “FOR” the Merger Agreement Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

Q:	Who will count the votes?

A:	Spirit has appointed Broadridge Financial Solutions, Inc. (“Broadridge”) to serve as inspector of election for the Special Meeting. Broadridge will independently tabulate affirmative and negative votes and abstentions.

Q:	What should I do if I receive more than one set of voting materials for the Special Meeting?

A:	You may receive more than one set of voting materials for the Special Meeting, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction forms.

If, for example, you hold your shares of Spirit Common Stock in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares of Spirit Common Stock. In that case, you should follow the procedures specified by your bank, broker or other nominee to make sure that you vote all of your shares held in those brokerage accounts.

If, for example, you are a holder of record and your shares of Spirit Common Stock are registered in more than one name, you will receive more than one proxy card. Please submit each separate proxy card that you receive (or cast your vote via the Internet or by telephone) by following the instructions set forth in each separate proxy card to ensure that you vote all of the shares of which you are a holder of record.

Q:	What’s the difference between holding shares as a stockholder of record and holding shares as a beneficial owner?

If your shares of Spirit Common Stock are registered directly in your name with Spirit’s transfer agent, Computershare, Inc., you are considered the stockholder of record of those shares. The proxy materials for the Special Meeting will be sent directly to you by Spirit, and you are entitled to attend and vote at the Special Meeting as a stockholder of record.

If your shares of Spirit Common Stock are held through a bank, broker or other nominee, you are considered the beneficial owner of the shares of Spirit Common Stock held in “street name.” In that case, the proxy materials for the Special Meeting have been forwarded to you by your bank, broker or other nominee that is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting, and you are also invited to attend and vote at the Special Meeting as described in the answer to the question “How can I attend the Special Meeting?” above.

Q:	If my shares are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote my shares for me?

No. If your shares are held in the name of a bank, broker or other nominee, you will receive separate instructions from your bank, broker or other nominee describing how to vote your shares. The availability of Internet or telephonic voting will depend on the nominee’s voting process. Please check with your bank, broker or other nominee and follow the voting procedures provided by your bank, broker or other nominee on your voting instruction form.

You should instruct your broker, bank or other nominee how to vote your shares. Banks, brokers and other nominees that hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees that hold shares in street name for a beneficial owner of those shares are not allowed to exercise voting discretion with respect to the approval of matters that are “non-routine” without specific instructions from the beneficial owner. “Broker non-votes” occur when shares held in street name are present at a stockholder meeting at which at least one item of business is a routine proposal, but the bank, broker or other nominee is not instructed by the beneficial owner of those shares to vote on a particular proposal for which the bank, broker or other nominee does not have discretionary voting power. Under applicable rules, each of the proposals to be voted on at the Special Meeting will be “non-routine,” and therefore, it is expected that there will be no broker non-votes at the Special Meeting. Accordingly, if you are a Spirit Stockholder that beneficially owns shares of Spirit Common Stock held in street name, and you do not instruct your bank, broker or other nominee on how to vote your shares, your bank, broker or other nominee may not vote your shares on the Merger Agreement Proposal, the Advisory Compensation Proposal or the Adjournment Proposal, and your shares will not be considered present and entitled to vote at the Special Meeting for the purpose of determining whether a quorum is present at the Special Meeting.

Q:	What do I do if I am a Spirit Stockholder and I want to revoke my proxy?

A:	If you are a Spirit Stockholder of record, you may revoke your proxy prior to its exercise at the Special Meeting by:

•

voting again by properly submitting a revised proxy card or voting by Internet or telephone, as applicable, on a date later than your prior proxy;

•

sending a written notice of revocation to Spirit at 3801 South Oliver Street, Wichita, Kansas 67210, Attention: Corporate Secretary, which must be received prior to 11:59 p.m. Eastern Time, on January 30, 2025; or

•

attending the Special Meeting and voting via the Special Meeting website during the Special Meeting, although attendance at the Special Meeting alone is not sufficient to revoke a prior properly submitted proxy.

If you are a beneficial owner of Spirit Common Stock held through a bank, broker or other nominee, you must follow the specific instructions provided to you by your bank, broker or other nominee to change or revoke any instructions you have already given to your bank, broker or other nominee. You may also change your vote by attending the Special Meeting and voting via the Special Meeting website during the Special Meeting. See the answer to the question “How can I attend the Special Meeting?” above for additional information.

Q:	What happens if I sell or otherwise transfer my shares of Spirit Common Stock after the Record Date but before the Special Meeting?

A:	The Record Date is December 20, 2024, which is earlier than the date of the Special Meeting. If you sell or otherwise transfer your shares of Spirit Common Stock after the Record Date but

before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you transfer your shares, and each of you notifies Spirit in writing of those special arrangements, you will retain your right to vote those shares at the Special Meeting, but will otherwise transfer ownership of those shares.

Q:	What happens if I sell or otherwise transfer my shares of Spirit Common Stock before the completion of the Merger?

Only holders of shares of Spirit Common Stock at the Effective Time will be entitled to receive the Per Share Merger Consideration. If you sell or otherwise transfer your shares of Spirit Common Stock prior to the completion of the Merger, you will not be entitled to receive the Per Share Merger Consideration by virtue of the Merger.

Q:	Where can I find voting results of the Special Meeting?

A:	Spirit intends to announce preliminary voting results at the Special Meeting and to publish the final voting results in a Current Report on Form 8-K that will be filed with the SEC within four business days following certification of the final voting results.

Q:	Do Boeing Stockholders and Spirit Stockholders have appraisal rights?

A:	Neither Boeing Stockholders nor Spirit Stockholders are entitled to appraisal rights in connection with the Merger.

Q:	Who will solicit and pay the cost of soliciting proxies in connection with the Special Meeting?

Spirit and the Spirit Board are soliciting Spirit Stockholders’ proxies in connection with the Special Meeting, and Spirit will bear the cost of soliciting such proxies. Proxies in connection with the Special Meeting may be solicited by officers, directors and regular supervisory and executive employees of Spirit, none of whom will receive any additional compensation for such solicitation. Spirit has retained Innisfree M&A Incorporated (“Innisfree”) as proxy solicitor to assist with the solicitation of proxies in connection with the Special Meeting, for which Spirit estimates it will pay Innisfree a fee of $62,500 plus reasonable out-of-pocket costs and expenses. Spirit will supply banks, brokers and other nominees that hold shares of Spirit Common Stock of record for beneficial owners with copies of proxy soliciting material in connection with the Special Meeting to be sent to such beneficial owners, in which case these parties will be reimbursed by Spirit for their reasonable expenses for completing the sending of such material to beneficial owners.

Q:	How can I find more information about Boeing and Spirit?

A:	You can find more information about Boeing and Spirit from various sources described in the section entitled “Where You Can Find More Information” beginning on page 204 of this proxy statement/prospectus.

Q:	Who can answer any questions I may have about the Special Meeting or the Merger?

A:	If you have any questions about the Special Meeting, the Merger or how to submit your proxy, or if you need additional copies of this proxy statement/prospectus, you may contact Spirit’s proxy solicitor:

Innisfree M&A Incorporated

501 Madison Ave., 20th Floor

New York, New York 10022

Stockholders, please call toll-free: (877) 456-3513

Banks and Brokerage Firms, please call: (212) 750-5833

SUMMARY

The following summary highlights selected information described in more detail elsewhere in this proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus and may not contain all the information that may be important to you. To understand the Merger and the matters being voted on by Spirit Stockholders at the Special Meeting more fully, and to obtain a more complete description of the terms of the Merger Agreement, you should carefully read this entire document, including the annexes, and the documents to which Boeing and Spirit refer you. Each item in this summary includes a page reference directing you to a more complete description of that topic. See the section entitled “Where You Can Find More Information” beginning on page 204 of this proxy statement/prospectus for more information.

The Parties to the Merger (see page 51)

The Boeing Company

Boeing is one of the world’s major aerospace firms and a leading manufacturer of commercial airplanes and defense, space and security systems. Boeing’s products and tailored services include commercial and military aircraft, satellites, weapons, electronic and defense systems, launch systems, advanced information and communication systems, and performance-based logistics and training.

Boeing was originally incorporated in the State of Washington in 1916 and reincorporated in Delaware in 1934. Boeing’s common stock is listed and traded on the NYSE under the symbol “BA,” and its principal executive offices are located at 929 Long Bridge Drive, Arlington, Virginia 22202; its telephone number at that location is (703) 465-3500.

Sphere Acquisition Corp.

Merger Sub is a wholly owned subsidiary of Boeing and was formed solely for the purpose of effecting the Merger. Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Spirit, with Spirit surviving as a wholly owned subsidiary of Boeing. Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement, including the preparation of applicable regulatory filings in connection with the Merger.

Merger Sub was incorporated in Delaware on June 28, 2024. Merger Sub’s principal executive offices are located at 929 Long Bridge Drive, Arlington, Virginia 22202; its telephone number at that location is (703) 465-3500.

Spirit AeroSystems Holdings, Inc.

Spirit, incorporated in Delaware with its headquarters in Wichita, Kansas, is one of the world’s largest non-Original Equipment Manufacturer manufacturers of aerostructures, serving markets for commercial airplanes, military platforms and business/regional jets. With expertise in aluminum and advanced composite manufacturing solutions, Spirit’s core products include fuselages, integrated wings and wing components, pylons and nacelles. Spirit also serves the aftermarket for commercial and military platforms.

Boeing is the largest customer of Spirit. For the 12 months ended December 31, 2023, approximately 64% of Spirit’s net revenues were generated from sales to Boeing. In addition, Boeing

has, from time to time, made advance payments to Spirit of amounts due to be paid pursuant to Spirit’s supply agreements with Boeing, including under the April 18, 2024 memorandum of agreement and the November 8, 2024 advance payments agreement, each between Spirit AeroSystems, Inc. and Boeing and as amended from time to time.

Airbus and its affiliates (“Airbus Group”) collectively constitute Spirit’s second largest customer. For the 12 months ended December 31, 2023, approximately 19% of Spirit’s net revenues were generated from sales to Airbus Group. Airbus Group has, from time to time, made advance payments to Spirit in connection with Spirit’s supply contracts with Airbus Group.

Spirit was incorporated in Delaware in 2005. Spirit’s common stock is listed and traded on the NYSE under the symbol “SPR” and its principal executive offices are located at 3801 South Oliver Street, Wichita, Kansas 67210; its telephone number at that location is (316) 526-9000.

The Merger and the Merger Agreement (see pages 51 and 117)

The terms and conditions of the Merger are contained in the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. You are encouraged to read the Merger Agreement carefully and in its entirety, as it is the primary legal document that governs the Merger.

Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Spirit, with Spirit surviving as a wholly owned subsidiary of Boeing. Following the Merger, Spirit Common Stock will be delisted from the NYSE, will be deregistered under the Exchange Act and will cease to be publicly traded.

Merger Consideration (see page 52)

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each share of Spirit Common Stock that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will be automatically cancelled and cease to exist and will be converted into the right to receive a number of shares of Boeing Common Stock equal to (a) if the Boeing Stock Price, is greater than $149.00 but less than $206.94, the quotient obtained by dividing $37.25 by the Boeing Stock Price, rounded to four decimal places, (b) if the Boeing Stock Price is greater than or equal to $206.94, 0.1800 or (c) if the Boeing Stock Price is equal to or less than $149.00, 0.2500.

Expected Timing of the Merger (see page 114)

Special Meeting (see page 42)

Date, Time and Place of the Special Meeting

The Special Meeting will be conducted virtually via live audio webcast at www.virtualshareholdermeeting.com/SPR2025SM, on January 31, 2025, at 11:30 a.m. Central Time. There will be no physical location for the Special Meeting.

Attending the Special Meeting

You will be able to attend the Special Meeting by visiting the Special Meeting website at www.virtualshareholdermeeting.com/SPR2025SM and entering a 16-digit control number. If you hold your shares of Spirit Common Stock as a stockholder of record, your 16-digit control number will be printed on your proxy card. If instead you hold your shares of Spirit Common Stock through an account with a bank, broker or other nominee (that is, if you are the beneficial owner of shares held in “street name”), your bank, broker or other nominee may provide you with your 16-digit control number on the voting instruction form it furnishes to you; otherwise, you should contact your bank, broker or other nominee (preferably at least five business days before the date of the Special Meeting) to obtain a legal proxy that will permit you to attend, and vote at, the Special Meeting. If you join the Special Meeting by using your 16-digit control number or obtaining a legal proxy and logging in to the Special Meeting website, you will be able to attend and participate in the Special Meeting, submit your questions during the Special Meeting, and vote your shares online during the Special Meeting.

Purpose of the Special Meeting

At the Special Meeting, Spirit Stockholders will be asked to consider and vote on (i) the Merger Agreement Proposal, (ii) the Advisory Compensation Proposal and (iii) the Adjournment Proposal.

Record Date, Outstanding Shares, Stockholders Entitled to Vote and Voting Rights

Only Spirit Stockholders who held shares of Spirit Common Stock of record on the Record Date, which is the close of business on December 20, 2024, are entitled to receive notice of, and to vote the shares of Spirit Common Stock they held on the Record Date at, the Special Meeting. As of the Record Date, 117,266,121 shares of Spirit Common Stock were outstanding and entitled to be voted at the Special Meeting. Each outstanding share of Spirit Common Stock entitles its holder of record to one vote on each matter considered at the Special Meeting.

Quorum

For business to be conducted at the Special Meeting, a quorum must be present. The presence, in person or by proxy, of Spirit Stockholders entitled to cast at least a majority of the votes which all Spirit Stockholders are entitled to vote upon a matter at the Special Meeting constitutes a quorum for the transaction of business on such matter at the Special Meeting. Shares for which a Spirit Stockholder directs an “abstention” from voting will be counted for purposes of determining the presence of a quorum for the transaction of business at the Special Meeting.

As of the Record Date, 117,266,121 shares of Spirit Common Stock were outstanding and entitled to be voted at the Special Meeting; accordingly, the presence, in person or by proxy, at the Special Meeting of at least 58,633,061 shares of Spirit Common Stock entitled to vote at the Special Meeting is necessary to constitute a quorum.

Vote Required

Approval of the Merger Agreement Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Spirit Common Stock entitled to vote thereon. Abstentions and broker non-votes, if any, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Recommendation of the Spirit Board and Its Reasons for the Merger (see page 80)

Opinion of Moelis & Company LLC, Financial Advisor to Spirit (see page 88 and Annex B)

At a meeting of the Spirit Board on June 30, 2024 to evaluate and approve the Merger, Moelis & Company LLC (“Moelis”) delivered an oral opinion, which was confirmed by delivery of a written opinion, dated June 30, 2024, addressed to the Spirit Board to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and other limitations set forth in the written opinion, the Per Share Merger Consideration to be received by holders of Spirit Common Stock (other than Excluded Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Moelis’s written opinion, dated June 30, 2024, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this proxy statement/prospectus and is incorporated herein by reference. Moelis’s opinion was provided for the use and benefit of the Spirit Board (solely in its capacity as such) in its evaluation of the Merger. Moelis’s opinion is limited solely to the fairness, from a financial point of view, of the Per Share Merger Consideration to be received by holders of Spirit Common Stock (other than Excluded Shares) pursuant to the Merger Agreement and does not address Spirit’s underlying business decision to effect the Merger or the relative merits of the Merger as compared to any alternative business strategies or transactions that might be available to Spirit. Moelis’s opinion does not constitute a recommendation as to how any holder of securities should vote or act with respect to the Merger or any other matter.

For a description of the opinion issued by Moelis to the Spirit Board, see the section entitled “The Merger—Opinion of Moelis & Company LLC, Financial Advisor to Spirit” beginning on page 88 of this proxy statement/prospectus.

Interests of Certain Spirit Directors and Executive Officers in the Merger (see page 98)

The Spirit Board and executive officers may have interests in the Merger that may be different from, or in addition to, those of Spirit Stockholders generally. The members of the Spirit Board were aware of and considered these interests in reaching the determination to approve and adopt the Merger Agreement and other related agreements and recommend to Spirit Stockholders that they vote in favor of the Merger Agreement Proposal, the Advisory Compensation Proposal and the Adjournment Proposal.

Treatment of Spirit Equity Awards and the ESPP (see page 114)

Under the terms of the Merger Agreement, at the Effective Time:

•

Each Spirit restricted stock unit (“Spirit RSU”) that is outstanding (and is not a Specified Award (as defined below)) will automatically be converted into a restricted stock unit denominated in shares of Boeing Common Stock (a “Boeing Stock-Based RSU”). The number of shares of Boeing Common Stock subject to each such Boeing Stock-Based RSU will be equal to the product (rounded to the nearest whole number) of the total number of shares of Spirit Common Stock subject to such Spirit RSU immediately prior to the Effective Time multiplied by the Per Share Merger Consideration, and any accrued but unpaid dividend equivalents with respect to such Spirit RSU will be assumed and become an obligation with respect to the applicable Boeing Stock-Based RSU. Except as specifically provided in the Merger Agreement, following the Effective Time, each such Boeing Stock-Based RSU will continue to be governed by the same terms and conditions (including vesting terms) as were applicable to such Spirit RSU immediately prior to the Effective Time.

•

Each Spirit performance stock unit (“Spirit PSU”) that is outstanding (and is not a Specified Award) will automatically be converted into a Boeing Stock-Based RSU. The number of shares of Boeing Common Stock subject to each such Boeing Stock-Based RSU will be equal to the product (rounded to the nearest whole number) of the total number of shares of Spirit Common Stock subject to such Spirit PSU immediately prior to the Effective Time based on the attainment of the applicable performance metrics at the actual level of performance, determined as specified in the Merger Agreement, multiplied by the Per Share Merger Consideration. Except as specifically provided in the Merger Agreement, following the Effective Time, each such Boeing Stock-Based RSU will continue to be governed by the same terms and conditions (including vesting terms but excluding performance conditions) as were applicable to such Spirit PSU immediately prior to the Effective Time.

•

Each outstanding Spirit RSU, Spirit PSU or restricted share of Spirit Common Stock granted under Spirit’s omnibus incentive plans that (a) is vested but not yet settled as of immediately prior to the Effective Time, (b) is outstanding, as of immediately prior to the Effective Time, and was granted to a nonemployee member of the Spirit Board, (c) vests effective as of the Effective Time in accordance with its terms or (d) is outstanding immediately prior to the Effective Time and held by a person who, as of immediately prior to the Effective Time, is no longer an employee or other service provider to Spirit (each, a “Specified Award”) will be cancelled, and the holder thereof will be entitled to receive (subject to any applicable withholding or other taxes or other amounts required to be withheld by applicable law) the Per Share Merger Consideration multiplied by the number of shares of Spirit Common Stock subject to such Specified Award immediately prior to the Effective Time, provided that the number of shares of Spirit Common Stock subject to those Specified Awards that are Spirit PSUs will be determined based on the attainment of the applicable performance metrics at the actual level of performance, determined as specified in the Merger Agreement.

Additionally, the Merger Agreement requires that Spirit take action to provide that, except for the Final Offering, no offering period will be authorized or commence under the ESPP on or after the date of the Merger Agreement and that the ESPP will terminate at the Effective Time and no further rights will be granted or exercised under the ESPP thereafter.

Regulatory Approvals (see page 113)

The completion of the Merger is subject to the expiration or earlier termination of the applicable waiting period under the HSR Act, under which the Merger may not be completed until notification and report forms have been filed with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “DOJ”), and the applicable waiting period has expired or been terminated. A transaction requiring notification under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filing of their respective HSR notifications or the early termination of that waiting period. The parties’ HSR Act notifications were filed with the FTC and the DOJ on July 29, 2024. On August 28, 2024, prior to the expiration of the initial waiting period, the FTC issued a Second Request (as defined in the section entitled “Risk Factors—Risks Related to the Merger—The Merger is subject to certain regulatory approvals that, if delayed, not granted or granted with burdensome or unacceptable conditions, could delay, impair or prevent completion of the Merger or result in additional costs or reduce the anticipated benefits of the Merger” beginning on page 30 of this proxy statement/prospectus) to Boeing and Spirit, which provides that the parties must observe a second 30-day waiting period, which will begin to run only after both parties have complied with the Second Request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period (or commit not to complete the Merger for a specified period of time).

Under the Merger Agreement, the transaction is also subject to clearance or approval by competition and foreign investment regulatory authorities in certain other jurisdictions, including from competition authorities in the United Kingdom, European Union, Morocco, Saudi Arabia, and Ukraine and foreign investment authorities in France and the United Kingdom. On December 5, 2024, Boeing received foreign investment approval in the United Kingdom.

See the section entitled “The Merger Agreement—Cooperation; Regulatory Approvals and Efforts to Close the Merger” beginning on page 137 of this proxy statement/prospectus for more information.

No Solicitation of Acquisition Proposals (see page 133)

The Merger Agreement requires that Spirit terminate any solicitations, discussions and negotiations with any person conducted prior to the date of the Merger Agreement with respect to any Acquisition Proposal (as defined in the section entitled “The Merger Agreement—No Solicitation of Acquisition Proposals; Change of Recommendation” beginning on page 133 of this proxy statement/prospectus) and that Spirit enforce, and not terminate, waive, amend or modify, any confidentiality or standstill obligations (or other similar restrictions that would prevent the making or pursuing of any Acquisition Proposal), except that Spirit may release or waive standstill obligations (or such similar restrictions) to permit a person to make and pursue any confidential, non-public Acquisition Proposal to the extent that the Spirit Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that the failure to do so would be inconsistent with the directors’ fiduciary duties under applicable law.

Under the terms of the Merger Agreement, until the earlier of the Effective Time and the termination of the Merger Agreement, Spirit will be subject to restrictions on soliciting Acquisition Proposals, participating in any discussions or negotiations with third parties regarding any Acquisition

Proposal and sharing information with third parties in connection with any Acquisition Proposal, except that, in response to an unsolicited Acquisition Proposal not resulting from a material breach of the non-solicitation provisions of the Merger Agreement, Spirit may request clarification of the terms of such Acquisition Proposal and, if the Spirit Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal, participate in discussions and negotiations regarding, and share information in connection with, such Acquisition Proposal.

The Merger Agreement requires that the Spirit Board recommend that Spirit Stockholders vote in favor of adoption of the Merger Agreement (and that Spirit use its reasonable best efforts to solicit Spirit Stockholders to obtain the Spirit Stockholder Approval) and provides that the Spirit Board is not permitted to withhold, withdraw, qualify or modify its recommendation in any manner adverse to Boeing. However, on the terms set forth in the Merger Agreement, the Spirit Board may, prior to obtaining the Spirit Stockholder Approval, in response to an unsolicited Acquisition Proposal not resulting from a material breach of the non-solicitation provisions of the Merger Agreement make a Change of Recommendation (as defined in the section entitled “The Merger Agreement—No Solicitation of Acquisition Proposals; Change of Recommendation” beginning on page 133 of this proxy statement/prospectus) or terminate the Merger Agreement and concurrently enter into an Alternative Acquisition Agreement (as defined in the section entitled “The Merger Agreement—No Solicitation of Acquisition Proposals; Change of Recommendation” beginning on page 133 of this proxy statement/prospectus) with respect to such Acquisition Proposal if it determines in good faith and after consultation with Spirit’s financial advisor and outside legal counsel, that such Acquisition Proposal constitutes a Superior Proposal and that failure to make a Change of Recommendation or terminate the Merger Agreement and concurrently with such termination enter into an Alternative Acquisition Agreement would be inconsistent with the directors’ fiduciary duties under applicable law. Additionally, on the terms set forth in the Merger Agreement, the Spirit Board may, prior to obtaining the Spirit Stockholder Approval, in response to an Intervening Event (as defined in the section entitled “The Merger Agreement—No Solicitation of Acquisition Proposals; Change of Recommendation” beginning on page 133 of this proxy statement/prospectus), make a Change of Recommendation if it determines in good faith, after consultation with Spirit’s financial advisor and outside legal counsel, that the failure to make a Change of Recommendation in response to such Intervening Event would be inconsistent with the directors’ fiduciary duties under applicable law.

For a more information, see the section entitled “The Merger Agreement—No Solicitation of Acquisition Proposals; Change of Recommendation” beginning on page 133 of this proxy statement/prospectus.

Conditions to the Closing of the Merger (see page 147)

Under the terms of the Merger Agreement, the completion of the Merger is subject to various conditions, including: (a) the receipt of the Spirit Stockholder Approval; (b) the Regulatory Approvals having been obtained; (c) the absence of any law or order issued by a governmental entity prohibiting the completion of the Merger; (d) the effectiveness of the registration statement relating to the Merger Consideration Shares; (e) the approval for listing on the NYSE of the Merger Consideration Shares; (f) solely with respect to the obligations of Boeing and Merger Sub to effect the closing of the Merger Agreement Transactions, (1) the accuracy (subject to materiality qualifiers in certain cases) of the representations and warranties of Spirit contained in the Merger Agreement, (2) Spirit having performed in all material respects the obligations required to be performed by it under the Merger Agreement at or prior to the Closing, (3) the Regulatory Approvals having been obtained without the imposition of a Burdensome Condition, (4) the absence of a Material Adverse Effect or any event that

would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect since the date of the Merger Agreement and (5) the completion of the Divestiture Condition; and (g) solely with respect to the obligation of Spirit to effect the Closing, (1) the accuracy (subject to materiality qualifiers in certain cases) of the representations and warranties of Boeing and Merger Sub contained in the Merger Agreement, (2) each of Boeing and Merger Sub having performed in all material respects the obligations required to be performed by it under the Merger Agreement at or prior to the Closing and (3) the absence of a Boeing Material Adverse Effect or any event that would reasonably be expected to have, individually or in the aggregate, a Boeing Material Adverse Effect since the date of the Merger Agreement.

The completion of the Merger Agreement Transactions is not subject to the approval of Boeing Stockholders or to the receipt of financing by Boeing.

Termination of the Merger Agreement (see page 149)

The Merger Agreement provides that either Spirit or Boeing may terminate the Merger Agreement in various circumstances, including if (a) the Merger has not been completed by the Outside Date, (b) the Spirit Stockholder Approval is not obtained at the Special Meeting (or any postponement or adjournment thereof, taken in accordance with the Merger Agreement) at which the Merger Agreement has been voted upon or (c) any governmental entity has enacted or issued a final and non-appealable law or order that is in effect and prohibiting the Merger.

The Merger Agreement provides that Spirit may terminate the Merger Agreement in various circumstances, including if (d) the Spirit Board has authorized Spirit to enter into, and Spirit substantially concurrently enters into, a definitive agreement with respect to a Superior Proposal (so long as Spirit has complied in all material respects with its obligations under certain specified provisions relating to Spirit’s obligations not to solicit Acquisition Proposals, the Spirit Board’s effecting a Change of Recommendation or terminating the Merger Agreement to enter into an Alternative Acquisition Agreement with respect to an Acquisition Proposal) or (e) if Boeing or Merger Sub breaches or fails to perform any of their respective representations, warranties or covenants under the Merger Agreement such that the related conditions to Spirit’s obligation to complete the Merger would not be satisfied, and such breach or failure is not curable by the Outside Date or, if curable by the Outside Date, has not been cured within 30 days following notice thereof.

The Merger Agreement also provides that Boeing may terminate the Merger Agreement if (f) Spirit breaches or fails to perform any of its representations, warranties or covenants under the Merger Agreement such that the related conditions to the obligations of Boeing and Merger Sub to complete the Merger would not be satisfied, and such breach or failure is not curable by the Outside Date or, if curable by the Outside Date, has not been cured within 30 days following notice thereof or (g) at any time prior to the Spirit Stockholder Approval having been obtained, (1) the Spirit Board has made and not withdrawn a Change of Recommendation, (2) Spirit did not include in the proxy statement relating to the Spirit Stockholder Approval the Spirit Board’s recommendation that Spirit Stockholders vote in favor of adoption of the Merger Agreement or (3) Spirit has committed a material breach of specified provisions relating to the Spirit Board’s effecting a Change of Recommendation or terminating the Merger Agreement to enter into an Alternative Acquisition Agreement with respect to an Acquisition Proposal.

Termination Fees (see page 151)

Termination Fee Payable by Boeing

In the event the Merger Agreement is terminated by either Spirit or Boeing pursuant to the provisions described in clauses (a) or (c) (to the extent related to the Regulatory Approvals or any applicable antitrust or foreign investment law) above in “—Termination of the Merger Agreement” and certain other conditions are satisfied, Boeing will be required to pay to Spirit a termination fee of $300 million, reduced (but not to less than zero) by the aggregate then-outstanding amount of cash advances to be repaid by Spirit and its subsidiaries to Boeing, whether or not then due and payable, pursuant to the applicable agreements governing cash advances by Boeing to Spirit and its subsidiaries.

Termination Fee Payable by Spirit

In the event the Merger Agreement is terminated pursuant to the provisions described in clauses (d) or (g), above in “—Termination of the Merger Agreement,” Spirit would be required to pay to Boeing a termination fee of $150 million (the “Spirit Termination Fee”). The Spirit Termination Fee is also payable to Boeing if (a) after the date of the Merger Agreement and prior to the Special Meeting, a third party announces and does not withdraw a proposal for a Qualifying Transaction, (b) the Merger Agreement is subsequently terminated by Spirit or Boeing because (i) the Merger has not been completed by the Outside Date, (ii) the Spirit Stockholder Approval is not obtained or (iii) Spirit breaches or fails to perform any of its representations, warranties or covenants under the Merger Agreement, at a time when the Qualifying Transaction has not been withdrawn, and (c) within 12 months of such termination, Spirit enters into a definitive agreement for any Qualifying Transaction that is ultimately completed.

Specific Performance (see page 152)

In addition to any other remedy that may be available to each party, including monetary damages, each of the parties will be entitled to an injunction or injunctions or equitable relief to prevent breaches of the Merger Agreement and to enforce specifically its terms and provisions.

U.S. Federal Income Tax Consequences of the Merger (see page 109)

The U.S. federal income tax consequences of the Merger will depend primarily upon whether the Merger qualifies as a “reorganization” under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). It is possible that, because it is structured as a transaction involving Spirit Stockholders’ receipt of consideration solely in the form of Boeing Common Stock (other than cash received in lieu of fractional shares of Boeing Common Stock), the Merger may qualify as such a “reorganization.” There are also significant legal and factual doubts concerning the qualification of the Merger as a “reorganization” under Section 368(a) of the Code. However, the completion of the Merger is not conditioned on a ruling from the IRS or the receipt of an opinion of counsel to the effect that the Merger will qualify as a “reorganization” under Section 368(a) of the Code, and neither Boeing nor Spirit or any of their respective advisors or affiliates makes any representations or provides any assurances in the Merger Agreement regarding the tax consequences of the Merger, including whether the Merger qualifies as a “reorganization” under Section 368(a) of the Code.

Although, as we discuss in further detail in the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger—IRS Private Letter Ruling” below, Boeing and Spirit filed with the IRS on December 20, 2024 the Ruling Request to request a private letter ruling to the effect that the Merger qualifies as a “reorganization” under Section 368(a) of the Code, there are no assurances as to whether or when Boeing and Spirit will receive such a ruling.

Accordingly, and for the reasons discussed in further detail in the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger” below, no assurance can be given that the IRS will not challenge the treatment of the Merger as a “reorganization” under Section 368(a) of the Code or that a court would not sustain such a challenge.

Moreover, the Merger Agreement does not include any agreement, statement or intent regarding the qualification of the Merger as such. Further, the Merger Agreement does not contain agreements by Boeing, Spirit, or Merger Sub to use efforts to cause the Merger to qualify as a “reorganization” under Section 368(a) of the Code, nor does the Merger Agreement require such parties to take any actions required to support, or to refrain from any actions that would jeopardize, the Merger’s qualification as a “reorganization” under Section 368(a) of the Code.

Consequently, there is significant uncertainty as to the treatment of the Merger for U.S. federal income tax purposes, and there is no representation made as to whether Boeing and Spirit will ultimately report the Merger as a “reorganization” under Section 368(a) of the Code.

Accordingly, unless Boeing and Spirit receive a private letter ruling from the IRS that the Merger qualifies as a “reorganization” under Section 368(a) of the Code, Spirit Stockholders that are U.S. Holders (as defined in the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger” beginning on page 109 of this proxy statement/prospectus) should assume that the Merger will not qualify as a “reorganization” under Section 368(a) of the Code and that the Merger will be treated as a taxable transaction.

None of Spirit, Boeing or Merger Sub makes any representation that the Merger will qualify as a “reorganization,” that such tax treatment will apply or that Boeing and Spirit will ultimately report the Merger consistent with such treatment. Each Spirit Stockholder that is a U.S. Holder (as defined in the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger” beginning on page 109 of this proxy statement/prospectus) should consult its own tax advisor with respect to the particular tax consequences of the Merger to such holder, including the consequences if the IRS successfully challenged the treatment of the Merger as a “reorganization” under Section 368(a) of the Code or if Boeing and Spirit do not ultimately report the Merger consistent with such treatment.

Prior to the Closing, Boeing and Spirit intend to provide Spirit Stockholders that are U.S. Holders (as defined in the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger” beginning on page 109 of this proxy statement/prospectus) with additional information regarding whether or not they intend to treat the Merger as a “reorganization” under Section 368(a) of the Code.

Accounting Treatment of the Merger (see page 113)

Boeing and Spirit prepare their financial statements in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”). The Merger will be accounted for using the acquisition method of accounting in accordance with FASB ASC Topic 805, Business Combinations, with Boeing considered as the accounting acquirer and Spirit as the accounting acquiree. Accordingly, consideration to be given by Boeing to complete the Merger will be allocated to the identifiable tangible and intangible assets acquired and liabilities assumed of Spirit based on their estimated fair values as of the date of the completion of the Merger, with any excess merger consideration being recorded as goodwill.

Comparison of Stockholder Rights (see page 188)

Spirit Stockholders receiving shares of Boeing Common Stock in connection with the Merger will have different rights once they become Boeing Stockholders due to differences between the governing corporate documents of Boeing and Spirit. These differences are described in more detail in the section entitled “Comparison of Stockholder Rights” beginning on page 188 of this proxy statement/prospectus.

No Appraisal Rights (see page 199)

Under the General Corporation Law of the State of Delaware (the “DGCL”), Spirit Stockholders are not entitled to appraisal rights in connection with the Merger.

For further information relating to appraisal rights, see the sections entitled “The Merger—No Appraisal Rights” and “No Appraisal Rights” beginning on pages 116 and 199, respectively, of this proxy statement/prospectus.

Litigation Relating to the Merger (see page 116)

Since the public announcement of the Merger, one lawsuit has been filed by a purported Spirit Stockholder against Spirit and the Spirit Board alleging certain purported deficiencies in the registration statement on Form S-4 of which this proxy statement/prospectus forms a part, and Spirit has received letters from additional purported Spirit Stockholders including similar allegations. Additional lawsuits may be filed against Boeing, Boeing’s board of directors (the “Boeing Board”), Boeing’s officers, Spirit, the Spirit Board or Spirit’s officers in connection with the Merger or the other Merger Agreement Transactions, which could prevent or delay completion of the Merger and result in substantial costs to Boeing or Spirit, including any costs associated with indemnification obligations of Boeing or Spirit.

See the section entitled “The Merger—Litigation Relating to the Merger” beginning on page 116 of this proxy statement/prospectus for more information.

Recent Developments

On November 4, 2024, the International Association of Machinists and Aerospace Workers District 751 (“IAM 751”) voted to ratify a new contract, thereby ending the labor strike that began September 13, 2024. See “Risk Factors—Risks Related to Boeing’s Business and Operations” beginning of page 41 of this proxy statement/prospectus for more information.

Risk Factors (see page 28)

Before voting at the Special Meeting, you should carefully read all of the information contained in or incorporated by reference into this proxy statement/prospectus and give special consideration to the risk factors discussed in the section entitled “Risk Factors” beginning on page 28 of this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 204 of this proxy statement/prospectus for more information about the SEC filings incorporated by reference into this proxy statement/prospectus.

COMPARATIVE PER SHARE MARKET PRICE DATA AND DIVIDENDS

Market Prices

Boeing Common Stock is listed on the NYSE under the symbol “BA,” and Spirit Common Stock is listed on the NYSE under the symbol “SPR.”

The following table sets forth the last sales price per share of Boeing Common Stock and per share of Spirit Common Stock as reported on the NYSE on June 28, 2024, the trading day before the public announcement of the execution of the Merger Agreement, and on December 19, 2024, the last trading day before the date of this proxy statement/prospectus. The table also shows the number of shares of Boeing Common Stock to be received for each share of Spirit Common Stock and the implied value per share of Spirit Common Stock calculated based on the price of Boeing Common Stock, in each case as of the same two dates.


	Boeing Common Stock		Spirit Common Stock		Number of Shares of Boeing Common Stock to Be Received per Share of Spirit Common Stock		Implied Value per Share of Spirit Common Stock
June 28, 2024	$	182.01	$	32.87		0.2047	$	37.26
December 19, 2024	$	177.04	$	33.17		0.2104	$	37.25

The market prices of Boeing Common Stock and Spirit Common Stock have fluctuated since the date of the announcement of the execution of the Merger Agreement and will continue to fluctuate prior to the completion of the Merger and, in the case of Boeing Common Stock thereafter. No assurance can be given concerning the market prices of Boeing Common Stock or Spirit Common Stock before completion of the Merger or of Boeing Common Stock after completion of the Merger. Accordingly, these comparisons may not provide meaningful information to stockholders in determining how to vote with respect to the proposals described in this proxy statement/prospectus. We urge you to obtain current market quotations for Boeing Common Stock and Spirit Common Stock and to review carefully the other information contained in this proxy statement/prospectus. Please see the section entitled “Risk Factors—Risks Related to the Merger—Because the market prices of Boeing Common Stock and Spirit Common Stock will fluctuate prior to the completion of the Merger, Spirit Stockholders cannot be sure of the market value of shares of Boeing Common Stock that they will receive in the Merger or the difference between the market value of shares of Boeing Common Stock that they will receive in the Merger and the market value of shares of Spirit Common Stock immediately prior to the Merger” beginning on page 28 of this proxy statement/prospectus.

Dividends

The Boeing Board suspended the declaration and/or payment of cash dividends in March 2020, and Boeing has not declared or paid dividends on shares of Boeing Common Stock since March 6, 2020 when it paid a dividend of $2.055 per share. Boeing last paid a dividend of $2.055 per share on March 6, 2020. The terms of the Merger Agreement limit Boeing’s ability to declare or pay dividends prior to the completion of the Merger.

The Spirit Board suspended Spirit’s quarterly cash dividend in the fourth quarter of 2022, and Spirit has not declared or paid dividends on shares of Spirit Common Stock in 2023. Spirit last paid its stockholders a quarterly dividend of $0.01 per share on October 3, 2022. The terms of the Merger Agreement limit Spirit’s ability to declare or pay dividends prior to the completion of the Merger.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus contain “forward-looking statements” within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995, each as amended. Forward-looking statements may be identified by words such as “anticipates,” “believes,” “cause,” “continue,” “could,” “depend,” “develop,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “have,” “impact,” “implement,” “increase,” “intends,” “lead,” “maintain,” “may,” “might,” “plans,” “potential,” “possible,” “projects,” “reduce,” “remain,” “result,” “scheduled,” “seek,” “should,” “targets,” “will,” “would” and other similar words or expressions, or the negative thereof. The absence of such words or expressions does not necessarily mean the statements are not forward-looking. Forward-looking statements are not statements of historical fact and reflect Boeing’s and Spirit’s current views about future events. Forward-looking statements are based on expectations and assumptions that Boeing and/or Spirit believe to be reasonable when made, but that may not prove to be accurate. These statements are not guarantees and are subject to numerous assumptions, risks, uncertainties and changes in circumstances that are difficult to predict. Many factors could cause actual results to differ materially and adversely from these forward-looking statements.

These factors include, but are not limited to: the timely satisfaction of the conditions to the Closing; realizing the anticipated benefits of the Merger (including anticipated synergies and quality improvements) in the expected timeframe or at all; the successful integration of Spirit into Boeing’s business and operations; the occurrence of any event, change or other circumstance that could give rise to the right of Boeing or Spirit to terminate the Merger Agreement; the ability of Spirit to enter into definitive agreements with Airbus, and consummate the transactions contemplated by the Airbus Term Sheet, for the disposition of Spirit Airbus Business; reputational risk and potential adverse reactions of Boeing’s or Spirit’s customers, regulators, employees or business partners, including those resulting from the announcement or completion of the Merger; the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the diversion of management’s attention and time from ongoing business operations and opportunities on Merger-related matters; legal, regulatory, tax and economic developments affecting Boeing, Spirit and their respective businesses; the ability of Boeing and Spirit to obtain the Regulatory Approvals or to satisfy any of the other conditions to the Closing in a timely manner or at all; general conditions in the economy and Boeing’s industry, including those due to regulatory changes; Boeing’s reliance on its commercial airline customers; the overall health of Boeing’s aircraft production system, production quality issues, commercial airplane production rates, Boeing’s ability to successfully develop and certify new aircraft or new derivative aircraft, and the ability of Boeing’s aircraft to meet stringent performance and reliability standards; changing budget and appropriation levels and acquisition priorities of the U.S. government, as well as significant delays in U.S. government appropriations; Boeing’s dependence on subcontractors and suppliers, as well as the availability of highly skilled labor and raw materials; work stoppages or other labor disruptions; competition within Boeing’s markets; Boeing’s non-U.S. operations and sales to non-U.S. customers; changes in accounting estimates; realizing the anticipated benefits of other mergers, acquisitions, joint ventures/strategic alliances or divestitures; Boeing’s dependence on U.S. government contracts; Boeing’s reliance on fixed-price contracts; Boeing’s reliance on cost-type contracts; contracts that include in-orbit incentive payments; unauthorized access to Boeing’s, Boeing’s customers’ and/or Boeing’s suppliers’ information and systems; potential business disruptions, including threats to physical security or Boeing’s information technology systems, extreme weather (including effects of climate change) or other acts of nature, and pandemics or other public health crises; potential adverse developments in new or pending litigation and/or government inquiries or investigations; potential environmental liabilities; effects of climate change and legal, regulatory or market responses to such change; credit rating agency actions and changes in Boeing’s ability to obtain debt financing on

commercially reasonable terms, at competitive rates and in sufficient amounts; substantial pension and other postretirement benefit obligations; the adequacy of Boeing’s insurance coverage; and customer and aircraft concentration in Boeing’s customer financing portfolio.

Actual outcomes and results may differ materially from those stated or implied in forward-looking statements contained in, or incorporated by reference into, this proxy statement/prospectus due to a number of risks and uncertainties, including those risk factors described in the section entitled “Risk Factors” beginning on page 28 of this proxy statement/prospectus and in Boeing’s and Spirit’s most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other filings with the SEC incorporated herein by reference. Additional risks or uncertainties that are not currently known to Boeing or Spirit, that Boeing or Spirit currently deem to be immaterial, or that could apply to any company could also cause actual outcomes and results to differ materially from those stated or implied in forward-looking statements. See the section entitled “Where You Can Find More Information” beginning on page 204 of this proxy statement/prospectus for more information about the SEC filings incorporated by reference into this proxy statement/prospectus.

All subsequent written and oral forward-looking statements concerning Boeing, Spirit, the Merger, the combined company or other matters attributable to Boeing or Spirit or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither Boeing nor Spirit undertakes any obligation to publicly update any of the forward-looking statements contained in, or incorporated by reference into, this proxy statement/prospectus to reflect new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made.

RISK FACTORS

In deciding how to vote, you should carefully consider the following risk factors as well as the other information contained in, or and incorporated by reference into, this proxy statement/prospectus, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” References in this section to “Boeing,” the “Company,” “we,” “us” and “our” refer to The Boeing Company.

Risks Related to the Merger

Because the market prices of Boeing Common Stock and Spirit Common Stock will fluctuate prior to the completion of the Merger, Spirit Stockholders cannot be sure of the market value of shares of Boeing Common Stock that they will receive in the Merger or the difference between the market value of shares of Boeing Common Stock that they will receive in the Merger and the market value of shares of Spirit Common Stock immediately prior to the Merger.

At the Effective Time, each share of Spirit Common Stock that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will be automatically cancelled and cease to exist and will be converted into the right to receive a number of shares of Boeing Common Stock equal to (a) if the Boeing Stock Price, is greater than $149.00 but less than $206.94, the quotient obtained by dividing $37.25 by the Boeing Stock Price, rounded to four decimal places, or (b) if the Boeing Stock Price is greater than or equal to $206.94, 0.1800 or (c) if the Boeing Stock Price is equal to or less than $149.00, 0.2500. The respective market prices of both Boeing Common Stock and Spirit Common Stock have fluctuated since the date on which the Merger Agreement was signed and will continue to fluctuate. The market price of Boeing Common Stock, when received by Spirit Stockholders after the Merger is completed, could be greater than, less than or the same as the market price of Boeing Common Stock at the time of the Special Meeting. For that reason, the market price of Boeing Common Stock on the date of the Special Meeting may not be indicative of the value of the shares of Boeing Common Stock that Spirit Stockholders will receive upon completion of the Merger, and, at the time of the Special Meeting, Spirit Stockholders will not know, or be able to determine, the number of shares of Boeing Common Stock or the market value of such shares that they will receive in the Merger as compared to the market value of the Spirit Common Stock immediately prior to the Merger.

The market prices of Boeing Common Stock and Spirit Common Stock are subject to fluctuations due both to factors affecting market prices for publicly traded equity securities generally and to factors affecting Boeing Common Stock or Spirit Common Stock or Spirit Common Stock in particular. Market prices of Boeing Common Stock and Spirit Common Stock have been volatile at times in the past, and may be volatile in the future. Neither Boeing nor Spirit is permitted to terminate the Merger Agreement or re-solicit the vote of Spirit Stockholders solely because of changes in the market price of Boeing Common Stock or Spirit Common Stock. Stock price changes may result from a variety of factors, including:

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general and industry-specific market and economic conditions and changes in factors specific to each of Spirit’s and Boeing’s business, operations and prospects;

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regulatory and legal developments;

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market assessments of the benefits of the Merger and the likelihood that the Merger will be completed;

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timing of the Merger and receipt of required regulatory approvals; and

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other factors described elsewhere in, or incorporated by reference into, this “Risk Factors” section.

The Merger is subject to conditions, including certain conditions that are beyond Boeing’s and Spirit’s control and may not be satisfied on a timely basis or at all. Failure to complete the Merger could have material adverse effects on Boeing and Spirit.

Completion of the Merger is subject to a number of conditions set forth in the Merger Agreement. Some of the conditions, such as adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Spirit Common Stock entitled to vote thereon and receipt of certain regulatory approvals, are beyond Boeing’s and Spirit’s control, resulting in uncertainty as to the timing of completion of the Merger and as to whether the Merger will be completed at all. The governmental authorities from which the regulatory approvals are required may impose conditions on the completion of the Merger, require changes to the terms of the Merger Agreement, prevent the completion of the Merger or make the completion of the Merger illegal. In addition, the Merger Agreement contains certain termination rights for both Spirit and Boeing that, if exercised, will also result in the Merger not being completed.

As described under “—The Merger is subject to certain regulatory approvals that, if delayed, not granted or granted with burdensome or unacceptable conditions, could delay, impair or prevent completion of the Merger or result in additional costs or reduce the anticipated benefits of the Merger,” below, the completion of the Merger is subject to the expiration or termination of the applicable waiting period under the HSR Act and the receipt of other specified regulatory approvals. Regulatory review under the HSR Act and other applicable regulations may result in regulatory authorities imposing conditions on the granting of such approvals. Such conditions and the process of obtaining regulatory approvals could have the effect of delaying completion of the Merger or of imposing additional costs or limitations on the combined company following the completion of the Merger, and such conditions could result in a closing condition under the Merger Agreement not being satisfied. The regulatory approvals may not be received at all, may not be received in a timely fashion, or may contain conditions on the completion of the Merger that are unacceptable to Boeing.

Boeing and Spirit cannot assure you that the various conditions to the Closing will be satisfied or will not result in the abandonment or delay of the Merger. Any delay in completing the Merger could cause Boeing and Spirit not to realize, or to be delayed in realizing, some or all of the benefits that Boeing and Spirit expect to achieve if the Merger is completed within the time currently expected. See the section entitled “The Merger Agreement—Conditions to the Closing of the Merger” beginning on page 147 of this proxy statement/prospectus for more information.

If the Merger is not completed, Boeing’s and Spirit’s ongoing businesses could be adversely affected, and, without realizing any of the benefits of having completed the Merger, Boeing and Spirit would be subject to a number of risks, including:

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time and resources committed by Boeing’s and Spirit’s management to matters relating to the Merger could otherwise have been devoted to day-to-day operations or pursuing other beneficial opportunities;

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Boeing, Spirit and their respective subsidiaries and/or joint ventures could experience negative reactions from their respective employees, customers, suppliers, vendors, landlords, joint venture co-members and financing sources, from other persons with whom they have important business relationships and from regulators and credit rating agencies;

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the market price of Boeing Common Stock or Spirit Common Stock could decline as a result, particularly if the then-current market price were elevated based on a market assumption that the Merger would be completed;

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Boeing or Spirit could be required to pay a termination fee as required by the Merger Agreement;

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litigation related to the failure to complete the Merger or related to any enforcement proceeding that may be commenced against Boeing or Spirit to perform their respective obligations pursuant to the Merger Agreement; and

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if the Merger Agreement were terminated, and Spirit were to seek another business combination, Spirit might not be able to negotiate or complete a transaction on terms comparable to or more attractive than the terms of the Merger Agreement.

The Merger is subject to certain regulatory approvals that, if delayed, not granted or granted with burdensome or unacceptable conditions, could delay, impair or prevent completion of the Merger or result in additional costs or reduce the anticipated benefits of the Merger.

The completion of the Merger is subject to the expiration or termination of all waiting periods (and any agreed upon extensions of any waiting period or commitment not to complete the Merger for any period of time) applicable to the completion of the Merger under the HSR Act and the receipt of certain additional regulatory approvals.

With respect to United States antitrust and competition laws, under the HSR Act, the Merger may not be completed until Notification and Report Forms have been filed with the FTC and the DOJ and the applicable waiting period (or any extension thereof) has expired or been terminated. A transaction requiring notification under the HSR Act may not be completed until the expiration of the applicable 30-day waiting period following the parties’ filing of their respective HSR Act notifications or the early termination of that waiting period, at the earliest. Each of Boeing and Spirit filed an HSR Notification and Report Form with the FTC and the DOJ on July 29, 2024. On August 28, 2024, prior to the expiration of the waiting period, the FTC issued a Request for Additional Information and Documentary Material (a “Second Request”) to Boeing and Spirit, which provides that the parties must observe an additional 30-day waiting period, which will begin to run only after both parties have complied with the Second Request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period (or commit not to complete the Merger for a specified period of time).

At any time before or after completion of the Merger, notwithstanding the expiration or termination of the applicable waiting period under the HSR Act, the DOJ or the FTC could take such action under antitrust or competition laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or to terminate existing relationships and contractual rights. Under certain circumstances, private parties may also seek to take legal action against the Merger under antitrust or competition laws.

The Merger is also subject to clearance or approval by foreign investment authorities in France and the United Kingdom. In deciding whether to grant foreign investment approval, consent or clearance, foreign investment authorities generally will consider the effect of the transactions on national security or national interest within their jurisdictions, in particular with respect to sensitive sectors, critical infrastructure, critical technology, and access to personal identifiable information or sensitive personal data. The relevant foreign investment authorities could take such actions under the applicable foreign investment laws as they deem necessary or desirable, including seeking divestiture of substantial assets of the parties, requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights or impose limitations or restrictions on, or prohibit, investments by certain investors (including, but not limited to, the imposition of limits on purchasing Boeing securities, limits on its ability to share information with certain investors, governance modifications, or forced divestiture, among other things).

Many jurisdictions have recently adopted, expanded, and/or are continuing to expand their foreign investment review regimes, and foreign investment authorities can have significant discretion

in the interpretation and enforcement of such regimes. If new or existing regimes are enacted or updated prior to the Closing, or a foreign investment authority determines that the parties have failed to make a mandatory notification, the parties may be required to make additional foreign investment filings and/or be subject to fines, penalties, divestiture, or other regulatory actions. In addition, other foreign investment authorities may take action under the laws of their jurisdictions, even where we do not believe we meet the thresholds for filing, which could require additional filings or review processes and which could include seeking to enjoin the completion of the Merger.

Any one of these requirements, limitations, costs, divestitures or restrictions imposed by antitrust or foreign investment authorities could jeopardize or delay the completion, or reduce the anticipated benefits, of the Merger. There is no assurance that Boeing and Spirit will obtain all required regulatory consents or approvals on a timely basis, or at all. Failure to obtain the necessary consents and approvals could substantially delay or prevent the completion of the Merger, which could negatively affect both Boeing and Spirit.

Spirit may not be able to complete the disposition of the Spirit Airbus Business.

Boeing’s obligation to complete the Merger is subject to, among other conditions, the Divestiture Condition, which requires that Spirit have completed the divestiture of the Spirit Airbus Business. Spirit and Airbus have entered into a binding term sheet under which they have agreed to negotiate in good faith definitive agreements (the “Definitive Agreements”), including a purchase agreement, providing for the acquisition by Airbus or its affiliates of the Spirit Airbus Business on the terms set forth in the term sheet with the goal of permitting Boeing and Spirit to complete the Merger prior to the Outside Date. Execution of the Definitive Agreements is subject to and conditioned upon, among other things, the completion to the satisfaction of Airbus of its due diligence. As a result, there can be no assurance that Spirit will be able to enter into the Definitive Agreements on the expected timeline, or at all. Further, even if Spirit is able to negotiate and enter into the Definitive Agreements, there can be no assurance that Spirit would satisfy the closing conditions in the Definitive Agreements, including receipt of regulatory approvals, or be able to complete the disposition of the Spirit Airbus Business as contemplated by the term sheet or the Definitive Agreements. If Spirit faces difficulty in completing the disposition of the Spirit Airbus Business, Spirit could be unable to satisfy the Divestiture Condition in a timely matter or at all.

The Merger Agreement limits Spirit’s abilities to pursue alternatives to the Merger and could discourage a potential competing acquiror or other strategic transaction partner from making a favorable alternative transaction proposal.

Under the Merger Agreement, Spirit is required, subject to certain exceptions with respect to unsolicited proposals and the Divestiture Assets, not to directly or indirectly solicit competing Acquisition Proposals or to enter into discussions concerning, or provide confidential information in connection with, any unsolicited alternative Acquisition Proposals. In addition, upon termination of the Merger Agreement under certain circumstances, Spirit may be required to pay Boeing a termination fee of $150 million. See the sections entitled “The Merger Agreement—No Solicitation of Acquisition Proposals; Change of Recommendation,” “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fees” beginning on pages 133, 149 and 151 of this proxy statement/prospectus, respectively. These provisions could discourage a potential acquirer or other strategic transaction partner that might have an interest in acquiring all or a significant portion of Spirit from considering or pursuing an alternative transaction with Spirit or proposing such a transaction, even if the potential acquirer or other strategic transaction partner were prepared to pay consideration with a higher per share cash or market value than the per share market value proposed to be received or realized in the Merger. These provisions might also result in a potential acquirer or other strategic transaction partner proposing to pay a lower price than it might otherwise have

proposed to pay because of the added expense of the termination fee that may become payable by Spirit in certain circumstances. If the Merger Agreement were terminated, and Spirit were to seek another business combination, Spirit might not be able to negotiate or complete a transaction on terms comparable to or more attractive than the terms of the Merger Agreement.

The Merger, and uncertainty regarding the Merger, may adversely affect Boeing’s and Spirit’s relationships with customers, suppliers, strategic partners and others and could adversely affect each company’s ability to effectively manage its respective business.

The Merger will occur only if the Merger Agreement’s conditions to the Closing are satisfied or waived. Accordingly, there may be uncertainty regarding the completion of the Merger. This uncertainty and the prospect of the Merger itself may cause customers, suppliers, strategic partners and others that deal with Boeing or Spirit to delay or defer entering into contracts with Boeing or Spirit or making other decisions concerning Boeing or Spirit or to seek changes in or cancellation of existing business relationships with Boeing or Spirit. Delays or deferrals of contracts or other decisions or changes in or cancellations of existing agreements or relationships could in some individual cases or in the aggregate have an adverse impact on the respective businesses of Boeing and Spirit, regardless of whether the Merger is ultimately completed. See the section entitled “The Merger Agreement—Conduct of Business Pending the Merger” beginning on page 128 of this proxy statement/prospectus for more information regarding the restrictive covenants to which Boeing and Spirit are subject.

In addition, under the terms of the Merger Agreement, Spirit and its subsidiaries are subject to certain restrictions on the conduct of their business prior to the completion of the Merger, including being obligated to use their reasonable best efforts to conduct their business in all material respects in the ordinary course of business and being limited in their ability in certain cases to pursue certain business opportunities or acquire certain assets, which could delay or otherwise adversely affect Spirit’s and its subsidiaries’ ability to execute certain of their business strategies or limit their ability to respond to competitive or other developments that arise prior to the completion of the Merger and could negatively affect their business and operations.

Uncertainties associated with the Merger may result in a loss of management and other key personnel of Boeing or Spirit, which could adversely affect the future business and operations of the combined company following the Merger or the business of Boeing or Spirit should the Merger not be completed.

Boeing and Spirit are dependent on the experience and industry knowledge of their respective officers and other key management, technical and professional personnel to execute their business plans. The combined company’s success after the Merger will depend in part upon its ability to retain key management and other key personnel of Boeing and Spirit. Current and prospective employees of Boeing and Spirit may experience uncertainty about their roles within the combined company following the Merger or have other concerns regarding the timing and completion of the Merger or the operations of the combined company following the Merger, any of which may have an adverse effect on the ability of Boeing and Spirit to retain, attract or motivate key management and other key personnel. If Boeing and Spirit are unable to retain personnel, including key management, who are critical to the future operations of the companies, Boeing and Spirit could face disruptions in their operations, loss of customers, loss of key information, expertise or know-how and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the Merger or delay the completion of the Merger.

The Merger might be completed even if material adverse changes, such as industry-wide changes or other events, subsequent to the announcement of the Merger were to occur.

Although one of the conditions to the Closing is there not having occurred any Material Adverse Effect or Boeing Material Adverse Effect since the date of the Merger Agreement, some types of

changes would not constitute a basis for the parties to refuse to complete the Merger, even if such changes would have a material adverse effect on either of the parties. For example, a worsening of Spirit’s financial position, results of operations and cash flows due to general economic conditions would not give Boeing the right to refuse to complete the Merger. In such a case, Boeing’s business and financial position, results of operations and cash flows after the Merger might be negatively affected as a result of the Merger.

Boeing and Spirit are expected to incur significant transaction costs in connection with the Merger, which may be in excess of those anticipated by them.

Boeing and Spirit have incurred and are expected to continue to incur a number of non-recurring costs associated with negotiating and completing the Merger, combining the operations of the two companies and working to achieve desired synergies, including fees paid to financial, legal, accounting and other advisors, employee retention, severance and benefit costs, filing fees and, potentially, termination fees. These fees and costs have been, and will continue to be, substantial and, in many cases, will be borne by Boeing and Spirit whether or not the Merger is completed, and could have an adverse effect on Boeing’s financial position, results of operations and cash flows following the completion of the Merger. The elimination of duplicative costs, as well as the realization of other potential efficiencies related to the integration of Boeing’s and Spirit’s businesses, may not offset transaction-related costs and achieve a net benefit in the near term, or at all.

Spirit Stockholders will not be entitled to appraisal rights in the Merger.

Appraisal rights are statutory rights that, if applicable under law, enable stockholders of a corporation to dissent from an extraordinary transaction, such as a merger, and to demand that such corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to such stockholders in connection with the extraordinary transaction. Under the DGCL, stockholders generally do not have appraisal rights if the shares of stock they hold are either listed on a national securities exchange or held of record by more than 2,000 holders. Notwithstanding the foregoing, appraisal rights are available if stockholders are required by the terms of the Merger Agreement to accept for their shares anything other than (a) shares of stock of the surviving corporation, (b) shares of stock of another corporation that will either be listed on a national securities exchange or held of record by more than 2,000 holders, (c) cash in lieu of fractional shares or (d) any combination of the foregoing.

Because Boeing Common Stock and Spirit Common Stock are listed on the NYSE, a national securities exchange, and because Spirit Stockholders are not required by the terms of the Merger Agreement to accept for their shares of Spirit Common Stock anything other than shares of Boeing Common Stock and cash in lieu of fractional shares, holders of Spirit Common Stock are not entitled to appraisal rights in connection with the Merger. See the section entitled “No Appraisal Rights” beginning on page 199 of this proxy statement/prospectus for more information.

Completion of the Merger may trigger change in control or other provisions in certain agreements to which Spirit or any of its subsidiaries or joint ventures is a party.

The completion of the Merger may trigger change in control or other provisions in certain agreements to which Spirit or any of its subsidiaries or joint ventures is a party. If Spirit, its subsidiaries or its joint ventures, as applicable, are unable to negotiate modifications, consents or waivers of those provisions, following completion of the Merger, the counterparties may exercise their rights and remedies under such agreements, potentially terminate such agreements or seek monetary damages. Even if Spirit, its subsidiaries or its joint ventures, as applicable, are able to negotiate modifications, consents or waivers, the counterparties may require a fee for such modifications,

consents or waivers or seek to renegotiate such agreements on terms less favorable to Spirit or the applicable subsidiary or joint venture.

Boeing and Spirit may be a target of securities class action and derivative lawsuits, which could result in substantial costs and could delay or prevent the completion of the Merger.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition or merger agreements. As of November 21, 2024, one lawsuit challenging the Merger was filed on behalf of a purported Spirit Stockholder, as described in the section entitled “The Merger—Litigation Relating to the Merger” beginning on page 116 of this proxy statement/prospectus. Even if such lawsuits are without merit, defending against, settling or otherwise resolving these claims can result in substantial costs, including costs associated with indemnification of directors and officers, and divert management time and resources. An adverse judgment in any such litigation could result in monetary damages, which could have a negative impact on Boeing’s and Spirit’s respective liquidity and financial condition. Additionally, if a plaintiff were successful in obtaining an injunction prohibiting completion of the Merger, that injunction could delay or prevent the Merger from being completed, which could adversely affect Boeing’s and Spirit’s businesses, financial position, results of operations and cash flows, as described above under “—The Merger is subject to conditions, including certain conditions that are beyond Boeing’s and Spirit’s control and may not be satisfied on a timely basis or at all. Failure to complete the Merger could have material adverse effects on Boeing and Spirit.”

Current Boeing Stockholders and current Spirit Stockholders will have a reduced share of ownership in the combined company.

If the Boeing Stock Price were equal to the closing price of Boeing Common Stock on the NYSE on December 19, 2024, the last trading day before the date of this proxy statement/prospectus, each share of Spirit Common Stock would be converted into 0.2104 shares of Boeing Common Stock. At this Exchange Ratio, it is estimated that, immediately after completion of the Merger, Boeing Stockholders as of immediately prior to the Merger would hold approximately 96.7% and Spirit Stockholders as of immediately prior to the Merger (disregarding any shares of Boeing Common Stock held by Spirit Stockholders immediately prior to the Merger) would hold approximately 3.3% of the outstanding shares of Boeing Common Stock, each on a fully diluted basis. As a result, Boeing Stockholders and Spirit Stockholders will have a reduced share of ownership and voting interests, resulting in less influence on the policies of the combined company than they currently have on the policies of Boeing and Spirit, respectively. In addition, Boeing may from time to time engage in issuances of equity or equity-linked securities, which would result in additional dilution.

The exact equity stake of Spirit Stockholders in Boeing immediately following the completion of the Merger will depend on the number of shares of Boeing Common Stock and shares of Spirit Common Stock issued and outstanding immediately prior to the Effective Time. The issuance of these new shares could have the effect of depressing the market price of Boeing Common Stock, through dilution of earnings per share or otherwise. Any dilution of, or delay of any accretion to, Boeing’s earnings per share could cause the price of Boeing Common Stock to decline or to increase at a reduced rate.

Spirit’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of Spirit Stockholders generally.

In considering the recommendation of the Spirit Board that Spirit Stockholders vote in favor of the Merger Agreement Proposal, the Advisory Compensation Proposal and the Adjournment Proposal, Spirit Stockholders should be aware of the fact that, aside from their interests as Spirit Stockholders, certain Spirit directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of Spirit Stockholders generally. These interests include:

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rights to continuing indemnification and directors’ and officers’ liability insurance;

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certain executive officers (including certain of Spirit’s named executive officers) and other employees of Spirit may receive cash retention bonuses in connection with the Merger;

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at the Effective Time, each Spirit equity award held by a director or executive officer will receive the treatment described in the section entitled “The Merger Agreement—Spirit Equity Awards and Employee Stock Purchase Plan” beginning on page 119 of this proxy statement/prospectus;

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in the event an executive officer’s employment with Spirit is terminated upon or following the Closing, vesting and payout of outstanding equity awards previously granted may be accelerated in accordance with the terms of the omnibus incentive plan and applicable award agreements, as described in the section entitled “The Merger—Interests of Certain Spirit Directors and Executive Officers in the Merger—Treatment and Quantification of Spirit Equity Awards” beginning on page 99 of this proxy statement/prospectus; and

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eligibility of Spirit’s executive officers to receive severance payments and benefits either under their employment agreement with Spirit or under the Spirit senior management severance plan, as described in the section entitled “The Merger—Interests of Certain Spirit Directors and Executive Officers in the Merger—Severance Payments Upon a Qualifying Termination Prior to or Following the Effective Time” beginning on page 100 of this proxy statement/prospectus.

See the section entitled “The Merger—Interests of Certain Spirit Directors and Executive Officers in the Merger” beginning on page 98 of this proxy statement/prospectus for a more detailed description of the interests of Spirit’s directors and executive officers. The Spirit Board was aware of and considered these potential interests, among other matters, in evaluating and negotiating the Merger Agreement, the Merger and the other Merger Agreement Transactions, in approving the Merger and in recommending that Spirit Stockholders approve the Merger Agreement Proposal.

Boeing and Spirit may waive one or more of the conditions to the Closing without resoliciting stockholder approval of the Merger Agreement Proposal and may terminate the Merger Agreement even if it has been adopted by Spirit Stockholders.

Certain conditions to the Closing may be waived, in whole or in part, to the extent permitted by applicable law, by agreement of Boeing and Spirit if the condition is a condition to both parties’ obligation to complete the Merger or by the party for which such condition is a condition of its obligation to complete the Merger. If either party determines to waive any of the conditions to the Closing, such decision may have an adverse effect on Boeing, Spirit and/or their respective stockholders. For example, if Boeing waives the condition regarding the accuracy (subject to materiality qualifiers in certain cases) of the representations and warranties of Spirit contained in the Merger Agreement or the condition regarding the absence of a Material Adverse Effect, or if Spirit waives the condition regarding the accuracy (subject to materiality qualifiers in certain cases) of the representations and warranties of Boeing and Merger Sub contained in the Merger Agreement or the condition regarding the absence of a Boeing Material Adverse Effect, then the value of the Merger Consideration Shares could be materially diminished.

In addition, Boeing and Spirit can agree to terminate the Merger Agreement even if Spirit Stockholders have already voted to adopt the Merger Agreement.

Risks Related to Boeing After Completion of the Merger

The market price for Boeing Common Stock following the Closing may be affected by factors different from those that historically have affected or currently affect Boeing Common Stock and Spirit Common Stock.

Following the Merger, Boeing Stockholders and former Spirit Stockholders will own interests in a combined company operating an expanded business with more assets and a different mix of liabilities. Boeing’s financial position after the Merger may differ from its financial position before the Merger, and the financial position, results of operations and cash flows of the combined company may be affected by factors that are different from those currently or historically affecting the results of operations of Boeing and those currently or historically affecting the results of operations of Spirit. Accordingly, the market price and performance of Boeing Common Stock is likely to be different from the performance of Boeing Common Stock or Spirit Common Stock in the absence of the Merger, which may adversely affect the value of a Spirit Stockholder’s investment following completion of the Merger, regardless of the combined company’s actual operating performance.

Following completion of the Merger, the market price of Boeing Common Stock may be volatile, and holders of Boeing Common Stock could lose a significant portion of their investment due to drops in the market price of Boeing Common Stock following completion of the Merger.

Following the Merger, the market price of Boeing Common Stock may be volatile, and stockholders may not be able to resell their shares of Boeing Common Stock at or above the price at which they acquired their shares pursuant to the Merger Agreement or otherwise due to fluctuations in its market price, including changes in price caused by factors unrelated to Boeing’s performance or prospects.

Specific factors that may have a significant effect on the market price of Boeing Common Stock include:

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changes in stock market analyst recommendations or earnings estimates regarding Boeing Common Stock or other comparable companies;

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actual or anticipated fluctuations in Boeing’s revenue stream or future prospects;

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actual or anticipated fluctuations in raw material prices (such as aluminum, titanium and composites) or service costs;

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reaction to public announcements by Boeing before or after the Merger;

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strategic actions taken by Boeing or its competitors, such as acquisitions;

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potential future public offerings of Boeing Common Stock, which may dilute stockholders;

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the failure of Boeing to achieve the perceived benefits of the Merger, including expected financial results and anticipated synergies, as rapidly as or to the extent anticipated by Boeing or financial or industry analysts;

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new laws or regulations or new interpretations of existing laws or regulations applicable to Boeing’s business and operations or the aerospace industry;

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changes in tax or accounting standards, policies, guidance, interpretations or principles; and

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adverse conditions in the financial markets or general U.S. or international economic conditions, including those resulting from war, incidents of terrorism and responses to such events.

Also, Boeing Stockholders and Spirit Stockholders may not wish to continue to invest in the combined company or may wish to reduce their investment in the combined company, including in order to comply with institutional investing guidelines, to increase diversification, to track any rebalancing of stock indices in which Boeing Common Stock is included, to respond to the risk profile of the combined company or to realize a gain. If large amounts of Boeing Common Stock are sold, the price of Boeing Common Stock could decline.

If the Merger is completed, Boeing may not achieve the anticipated benefits of the Merger, including anticipated synergies.

There can be no assurance that Boeing will be able to successfully integrate Spirit, and the anticipated benefits of the Merger, including the anticipated operational and other synergies between the companies, may not be realized fully or at all or may take longer to realize than expected or may have unanticipated adverse results. Anticipated benefits are based on expectations about the future that are subject to change (such as assumptions about Boeing’s future production and manufacturing activity, service costs, future operational plans which have not yet been developed and which may vary from past experiences operating the same assets or recent experiences operating in the same areas). If Boeing is not able to realize the anticipated benefits expected from the Merger within the anticipated timing or at all, Boeing’s business, financial position, results of operations and cash flows may be adversely affected, Boeing’s earnings per share may be diluted, the accretive effect of the Merger may decrease or be delayed and the market price of Boeing Common Stock may be negatively impacted.

The integration of the two companies will require significant time and focus from management following the Merger and could result in performance shortfalls as a result of the diversion of management’s attention to such integration efforts. Difficulties in integrating Spirit into Boeing may result in the combined company performing differently than expected, in operational challenges or in the failure to realize anticipated benefits, including anticipated operational and other synergies between the two companies, in whole or in part, on the anticipated timeline or at all. Potential difficulties that may be encountered in the integration process include:

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complexities associated with managing a larger, more complex, integrated business;

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potential unknown liabilities and unforeseen expenses associated with Spirit and its integration into Boeing;

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potential unknowns with respect to future operational plans; and

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inconsistencies between the two company’s standards, controls, procedures and policies.

In addition, Boeing’s business may be negatively impacted following the Merger if it is unable to effectively manage the expanded operations of the combined company. Actual growth and any potential cost savings, if achieved, may be lower than what Boeing and Spirit expect and may take longer to achieve than anticipated. If Boeing and Spirit are not able to adequately address integration challenges, they may be unable to successfully integrate their operations or realize the anticipated benefits of the integration of the two companies.

Boeing and Spirit, including their respective subsidiaries, have operated and, until the completion of the Merger, will continue to operate independently. It is possible that the pendency of the Merger, as well as the integration process, could result in the loss of key personnel, the loss of customers, inconsistencies in standards, controls, procedures and policies, unexpected integration issues, higher than expected integration costs, an overall post-completion integration process that takes longer than originally anticipated, as well as the disruption of each company’s ongoing businesses. Any or all of those occurrences could adversely affect the combined company’s operations, including the ability to

maintain relationships with customers and employees prior to, or after, the Merger or to achieve the anticipated benefits of the Merger.

The combined company may not be able to retain Boeing and Spirit’s existing customers, which could have an adverse effect on the combined company’s business and operations, and third parties may terminate or alter existing contracts or relationships with Boeing or Spirit.

As a result of the Merger, the combined company may experience impacts on relationships with customers that may harm the combined company’s business, financial position, results of operations and cash flows. Certain customers may seek to terminate or modify contractual obligations following the Merger, whether or not contractual rights are triggered as a result of the Merger. There can be no guarantee that customers will remain with or continue to have a relationship with the combined company or do so on the same or similar contractual terms following the Merger. If any customers seek to terminate or modify contractual obligations or discontinue the relationship with the combined company, then the combined company’s business, financial position, results of operations and cash flows may be harmed.

Boeing and Spirit also have contracts with landlords, licensors and other business partners which may require Boeing or Spirit, as applicable, to obtain consent from these other parties in connection with the Merger, or which may otherwise contain limitations applicable to such contracts following the Merger. If these consents cannot be obtained, the combined company may suffer a loss of potential future revenue, incur costs and lose rights that may be material to the combined company’s business. In addition, third parties with whom Boeing or Spirit currently have relationships may terminate or otherwise reduce the scope of their relationship with either party in anticipation of the Merger. Any such disruptions could limit the combined company’s ability to achieve the anticipated benefits of the Merger. The adverse effect of any such disruptions could also be exacerbated by a delay in the completion of the Merger or by a termination of the Merger Agreement.

The combined company may be exposed to increased litigation, which could have an adverse effect on the combined company’s business, financial position, results of operations and cash flows.

The combined company may be exposed to increased litigation from stockholders, customers, suppliers, distributors and other third parties due to the combination of Boeing’s and Spirit’s businesses following the Merger. Such litigation may have an adverse impact on the combined company’s business, financial position, results of operations and cash flows, or may cause disruptions to the combined company’s operations.

If the Merger does not qualify as “reorganization” under Section 368(a) of the Internal Revenue Code of 1986, as amended, Spirit Stockholders may be required to pay substantial U.S. federal income taxes.

It is possible that, because it is structured as a transaction involving Spirit Stockholders’ receipt of consideration solely in the form of Boeing Common Stock (other than cash received in lieu of fractional shares of Boeing Common Stock), the Merger may qualify as a “reorganization” under the Code. There are significant legal and factual doubts concerning the qualification of the Merger as a “reorganization” under Section 368(a) of the Code. However, the completion of the Merger is not conditioned on a ruling from the IRS or the receipt of an opinion of counsel to the effect that the Merger will qualify as a “reorganization” under Section 368(a) of the Code, and neither Boeing nor Spirit or any of their respective advisors or affiliates makes any representations or provides any assurances in the Merger Agreement regarding the tax consequences of the Merger, including whether the Merger qualifies as a “reorganization” under Section 368(a) of the Code. Accordingly, and

for the reasons discussed below, no assurance can be given that the IRS will not challenge the qualification of the Merger as a “reorganization” or that a court would not sustain such a challenge.

Although, as we discuss in further detail in the section entitled “U.S. Federal Income Tax Consequences of the Merger—IRS Private Letter Ruling” beginning on page 111 of this proxy statement/prospectus, Boeing and Spirit filed with the IRS on December 20, 2024 the Ruling Request to request a private letter ruling to the effect that the Merger qualifies as a “reorganization” under Section 368(a) of the Code, there are no assurances that Boeing and Spirit will receive such a ruling prior to the Special Meeting or the Effective Time or at all. Accordingly, unless Boeing and Spirit receive a private letter ruling from the IRS that the Merger qualifies as a “reorganization” under Section 368(a) of the Code, Spirit Stockholders that are U.S. Holders (as defined in the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger” beginning on page 109 of this proxy statement/prospectus)) should assume that the Merger will not qualify as a “reorganization” under Section 368(a) of the Code and that the Merger will be treated as a taxable transaction.

Moreover, the Merger Agreement does not include any agreement, statement or representation regarding the qualification of the Merger as such. Further, the Merger Agreement does not contain agreements by Boeing, Spirit, or Merger Sub to use efforts to cause the Merger to qualify as a “reorganization” under Section 368(a) of the Code, nor does the Merger Agreement require such parties to refrain from taking any actions that would cause the Merger to fail to or cease to qualify as a “reorganization” under Section 368(a) of the Code.

If the Merger does not qualify as a “reorganization” under Section 368(a) of the Code, then the receipt of Boeing Common Stock (and cash in lieu of a fractional share of Boeing Common Stock) in exchange for Spirit Common Stock in the Merger will be a taxable transaction for U.S. federal income tax purposes. In such case, a U.S. Holder (as defined in the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger” beginning on page 109 of this proxy statement/prospectus)) of Spirit Common Stock generally would recognize taxable gain or loss upon the exchange of Boeing Common Stock for Spirit Common Stock (and cash in lieu of a fractional share of Boeing Common Stock) pursuant to the Merger. See the section entitled “U.S. Federal Income Tax Consequences of the Merger” beginning on page 109 of this proxy statement/prospectus.

The financial forecasts are based on various assumptions that may not be realized.

The unaudited prospective financial information set forth in the forecasts included under the section entitled “The Merger—Spirit Unaudited Forecasted Financial Information” beginning on page 85 of this proxy statement/prospectus was prepared solely for internal use and is subjective in many respects. Spirit’s prospective financial information was based solely upon assumptions of, and information available to, Spirit’s management when prepared. These estimates and assumptions are subject to uncertainties, many of which are beyond Spirit’s control and may not be realized. Many factors mentioned in this proxy statement/prospectus, including the risks outlined in this “Risk Factors” section and the events or circumstances described in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 26 of this proxy statement/prospectus will be important in determining the combined company’s future results. As a result of these contingencies, actual future results may vary materially from Boeing’s and Spirit’s estimates. In view of these uncertainties, the inclusion of prospective financial information in this proxy statement/prospectus is not and should not be viewed as a representation that the forecasted results will necessarily reflect actual future results.

The unaudited prospective financial information set forth in the forecasts included under the section entitled “The Merger—Spirit Unaudited Forecasted Financial Information” beginning on page 85 of this proxy statement/prospectus was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. Further, any forward-looking statement speaks only as of the date on which it is made, and neither Boeing nor Spirit undertakes any obligation, other than as required by applicable law, to update, correct or otherwise revise the unaudited prospective financial information included in this proxy statement/prospectus to reflect events or circumstances after the date such prospective financial information was prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances, even in the event that any or all of the assumptions underlying any such prospective financial information are no longer appropriate (even in the short term).

The unaudited prospective financial information of Spirit included in this proxy statement/prospectus has been prepared by, and is the responsibility of, the management of Spirit. Ernst & Young LLP has not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying unaudited prospective financial information, and accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto. The reports of Ernst & Young LLP with respect to Spirit incorporated by reference in this proxy statement/prospectus relate to the previously issued financial statements of Spirit. These reports do not extend to Spirit’s unaudited prospective financial information and should not be read to do so. Neither Boeing’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information. See the section entitled “The Merger—Spirit Unaudited Forecasted Financial Information” beginning on page 85 of this proxy statement/prospectus for more information.

The opinion of Spirit’s financial advisor will not reflect changes in circumstances between the signing of the Merger Agreement and the completion of the Merger.

Spirit has received an opinion from its financial advisor, Moelis, in connection with the signing of the Merger Agreement, but has not obtained any updated opinion from its financial advisor as of the date of this proxy statement/prospectus. Changes in the operations and prospects of Spirit, general market and economic conditions and other factors that may be beyond the control of Boeing or Spirit and on which Spirit’s financial advisor’s opinion was based, may significantly alter the value of Spirit or the prices of the shares of Spirit Common Stock by the time the Merger is completed. The opinion does not speak as of the time the Merger will be completed or as of any date other than the date of such opinion. Because Spirit currently does not anticipate asking its financial advisor to update its opinion, the opinion will not address the fairness of the number of shares of Boeing Common Stock that will be received by holders of Spirit Common Stock from a financial point of view at the time the Merger is completed. The Spirit Board’s recommendation that Spirit Stockholders vote in favor of the Merger Agreement Proposal, the Advisory Compensation Proposal and Adjournment Proposal, however, are made as of the date of this proxy statement/prospectus.

After the Merger is completed, Spirit Stockholders will have their rights as stockholders governed by Boeing’s organizational documents.

Upon completion of the Merger, Spirit Stockholders will no longer be stockholders to Spirit, but will instead become Boeing Stockholders. Former Spirit Stockholders will instead have rights as Boeing Stockholders that differ from the rights they had as Spirit Stockholders before the Merger. For a detailed comparison of the rights of Boeing Stockholders to the rights of Spirit Stockholders, see the section entitled “Comparison of Stockholder Rights” beginning on page 188 of this proxy statement/prospectus.

Risks Related to Boeing’s Business and Operations

Some of our and our suppliers’ workforces are represented by labor unions. Work stoppages by our employees have adversely affected and could continue to adversely affect our business, financial condition, results of operations and/or cash flows. Future work stoppages by our or our suppliers’ employees could also adversely impact our business.

Approximately 57,000 employees, which constitute 33% of our total workforce, were union represented as of December 31, 2023 under collective bargaining agreements with varying durations and expiration dates. On September 12, 2024, our contract with IAM 751, which represents over 30,000 Boeing manufacturing employees primarily located in Washington state, expired and 96% of IAM 751 members voted to initiate a strike. On November 4, 2024, members of IAM 751 voted to ratify a new contract, thereby ending the strike. As a result of the strike, production of our commercial aircraft, other than the 787 production in Charleston, and certain of our Defense, Space & Security products halted, adversely impacting our business and financial position. The new contract with IAM 751 and pay enhancements for certain non-union employees is adversely impacting our financial position, results of operations and cash flows. We expect further significant negative operating cash flows in the fourth quarter of 2024 and in future quarters as we work to resume and ramp up production and deliveries. The work stoppage also had, and may continue to have, negative impacts on our key suppliers and customers. Furthermore, the actions we took to help preserve our financial condition, including workforce reductions, furloughs, hiring freezes and pausing the issuance of certain supplier purchase orders, could negatively impact our ability to achieve our strategic objectives. We may experience additional work stoppages in the future, which could adversely affect our business.

We currently have in the U.S. 9 unions with 27 independent agreements and internationally 17 employee representative bodies, and we cannot predict how stable our union relationships will be or whether we will be able to meet the unions’ requirements. The unions may also limit our flexibility in managing our workforce and operations. Union actions at suppliers can also affect us. Work stoppages and instability in our union relationships could delay the production and/or development of our products, which could strain relationships with customers and result in lower revenues.

Other Risk Factors Related to Boeing and Spirit

Boeing’s and Spirit’s businesses are and will be subject to the risks described above, as applicable. Boeing is, and will continue to be, subject to the risks described above and in Boeing’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and Quarterly Reports on Form 10-Q for the quarters ended June 30, 2024 and September 30, 2024, as updated by subsequent Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus. In addition, Spirit is, and will continue to be, subject to the risks described above and in Spirit’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 204 of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

The Special Meeting will be held in a virtual-only format conducted via live audio webcast at www.virtualshareholdermeeting.com/SPR2025SM, on January 31, 2025, at 11:30 a.m. Central Time. There will be no physical location for the Special Meeting.

Attending the Special Meeting

You will be able to attend the Special Meeting by visiting the Special Meeting website at www.virtualshareholdermeeting.com/SPR2025SM and entering a 16-digit control number. If you hold your shares of Spirit Common Stock as a stockholder of record, your 16-digit control number will be printed on your proxy card. If instead you hold your shares of Spirit Common Stock through an account with a bank, broker or other nominee (that is, if you are the beneficial owner of shares held in “street name”), your bank, broker or other nominee may provide you with your 16-digit control number on the voting instruction form it furnishes to you; otherwise, you should contact your bank, broker or other nominee (preferably at least five business days before the date of the Special Meeting) to obtain a legal proxy that will permit you to attend, and vote at, the Special Meeting. If you join the Special Meeting by using your 16-digit control number or obtaining a legal proxy and logging in to the Special Meeting website, you will be able to attend and participate in the Special Meeting, submit your questions during the Special Meeting, and vote your shares online during the Special meeting.

Spirit Stockholders are encouraged to access the Special Meeting before the start time of 11:30 a.m. Central Time. Please allow ample time for online check-in, which will begin at 11:15 a.m. Central Time. If you encounter technical difficulties at the check-in for the Special Meeting or during the Special Meeting, please call the technical support telephone number that will be posted at www.virtualshareholdermeeting.com/SPR2025SM. Technicians will be available to assist you.

Purpose of the Special Meeting

At the special meeting, Spirit Stockholders will be asked to consider and vote on (1) the Merger Agreement Proposal, (2) the Advisory Compensation Proposal and (3) the Adjournment Proposal.

The approval of the Merger Agreement Proposal is a condition to the Closing under the Merger Agreement. If Spirit Stockholders fail to approve the Merger Agreement Proposal, the Merger will not occur. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus, and you are encouraged to read the Merger Agreement carefully and in its entirety. For a detailed discussion of the conditions to the Closing under the Merger Agreement, see the section entitled “The Merger Agreement—Conditions to the Closing of the Merger” beginning on page 147 of this proxy statement/prospectus.

Recommendation of the Spirit Board

(d) directed that the Merger Agreement be submitted to stockholders of Spirit for adoption at a meeting of stockholders of Spirit to be held to consider the adoption of the Merger Agreement. Accordingly, the Spirit Board unanimously recommends that the Spirit Stockholders vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Advisory Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

For additional information on the recommendation of the Spirit Board, see the section entitled “The Merger—Recommendation of the Spirit Board and Its Reasons for the Merger” beginning on page 80 of this proxy statement/prospectus.

Record Date, Outstanding Shares, Stockholders Entitled to Vote and Voting Rights

Spirit Stockholders whose shares are registered directly in their name with Spirit’s transfer agent, Computershare, Inc., are considered the stockholder of record of those shares. The proxy materials for the Special Meeting will be sent directly to these Spirit Stockholders by Spirit. Spirit Stockholders whose shares are held through a bank, broker or other nominee are considered the beneficial owner of the shares of Spirit Common Stock held in “street name.” In that case, the proxy materials for the Special Meeting have been forwarded to the stockholders by the stockholders’ bank, broker or other nominee that is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, stockholders have the right to direct their bank, broker or other nominee how to vote their shares by following their instructions for voting, and they are also invited to attend the Special Meeting. See “—Attending the Special Meeting” above and “—How to Vote” below.

Voting by Spirit’s Directors and Executive Officers

As of the Record Date, Spirit’s directors and executive officers and their affiliates beneficially owned and were entitled to vote, in the aggregate, 656,565 shares of Spirit Common Stock, representing approximately 0.6% of the shares of Spirit Common Stock outstanding as of the Record Date. Spirit currently expects its directors and executive officers to vote their shares of Spirit Common Stock in favor of the Merger Agreement Proposal, the Advisory Compensation Proposal and the Adjournment Proposal, although none of the directors and executive officers is obligated to do so.

Quorum, Abstentions and Broker Non-Votes

Shares for which a Spirit Stockholder directs an “abstention” from voting will be counted for purposes of determining the presence of a quorum for the transaction of business at the Special

Meeting. An abstention will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Banks, brokers and other nominees that hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees that hold shares in street name for a beneficial owner of those shares are not allowed to exercise voting discretion with respect to the approval of matters that are “non-routine” without specific instructions from the beneficial owner. “Broker non-votes” occur when shares held in street name are present at a stockholder meeting at which at least one item of business is a routine proposal, but the bank, broker or other nominee is not instructed by the beneficial owner of those shares to vote on a particular proposal for which the bank, broker or other nominee does not have discretionary voting power. Under applicable rules, each of the proposals to be voted on at the Special Meeting will be “non-routine,” and therefore, it is expected that there will be no broker non-votes at the Special Meeting. Accordingly, if you are a Spirit Stockholder that beneficially owns shares of Spirit Common Stock held in street name, and you do not instruct your bank, broker or other nominee on how to vote your shares, your bank, broker or other nominee may not vote your shares on the Merger Agreement Proposal, the Advisory Compensation Proposal or the Adjournment Proposal, and your shares will not be considered present and entitled to vote at the Special Meeting for the purpose of determining whether a quorum is present at the Special Meeting. A broker non-vote, if any, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Vote Required

Proposal 1: Approval of the Merger Agreement Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Spirit Common Stock entitled to vote thereon. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the Merger Agreement Proposal. A failure to vote, an abstention or a broker non-vote, if any, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Proposal 2: Approval of the Advisory Compensation Proposal requires the affirmative vote of the holders of a majority of the votes cast affirmatively and negatively on the Advisory Compensation Proposal, assuming a quorum is present. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the Advisory Compensation Proposal. A failure to vote, an abstention or a broker non-vote, if any, will have no effect on the Advisory Compensation Proposal, assuming a quorum is present.

Proposal 3: Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast affirmatively and negatively on the Adjournment Proposal, assuming a quorum is present. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the Adjournment Proposal. A failure to vote, an abstention or a broker non-vote, if any, will have no effect on the Adjournment Proposal, assuming a quorum is present.

Approval of the Advisory Compensation Proposal and approval of the Adjournment Proposal are not conditions to the Closing. The vote on each proposal is a vote separate and apart from the other proposals. Accordingly, Spirit Stockholders may vote in favor of one or more of the proposals and vote not to approve the other proposal(s). Because the vote on the Advisory Compensation Proposal is advisory only, it will not be binding on either Spirit or Boeing. Accordingly, if the Merger Agreement Proposal is approved and the Merger is completed, the Merger-related compensation will be payable

to Spirit’s named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the approval of the Advisory Compensation Proposal.

How to Vote

Spirit Stockholders of Record

Spirit Stockholders of record may vote their shares (i) by proxy via the Internet, (ii) by proxy over the telephone, (iii) by proxy using a proxy card or (iv) at the Special Meeting via the Special Meeting website as follows:

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Internet: To vote via the Internet, follow the instructions on the enclosed proxy card. To be counted, your Internet vote must be received by 11:59 p.m. Eastern Time, on January 30, 2025.

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Telephone: To vote by telephone, follow the instructions for telephone voting by dialing the toll-free number listed on the enclosed proxy card. To be counted, your telephone vote must be received by 11:59 p.m. Eastern Time, on January 30, 2025.

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Mail: To vote using the proxy card, simply complete, sign and date the enclosed proxy card as outlined in the instructions on the enclosed proxy card and return it promptly in the postage-prepaid envelope provided. If you misplace the postage-prepaid envelope, please mail your completed proxy card to the address shown on your proxy card. If you return your signed proxy card to Spirit before the Special Meeting, your shares will be voted as you direct.

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At the Special Meeting: To vote at the Special Meeting, attend the Special Meeting and vote via the Special Meeting website. See “—Attending the Special Meeting” above.

Whether or not you plan to attend the Special Meeting via the Special Meeting website, please vote by proxy to ensure your vote is counted. You may still attend the Special Meeting and vote at the Special Meeting via the Special Meeting website, even if you have already voted by proxy. Any vote you cast at the Special Meeting via the Special Meeting website will supersede any previous votes that you may have submitted.

If Spirit Stockholders have timely and properly submitted their proxy, clearly indicated their vote and have not revoked their proxy, then their Spirit Common Stock will be voted as indicated. If Spirit Stockholders have timely and properly submitted their proxy but have not clearly indicated their vote, then their Spirit Common Stock will be voted in accordance with the recommendations of the Spirit Board. The Spirit Board recommends that holders of Spirit Common Stock vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Advisory Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

Beneficial Owners of Spirit Common Stock Held in “Street Name”

If your shares of Spirit Common Stock are held in “street name” in a stock brokerage account or by a bank, broker or other nominee, you should receive a voting instruction form from your bank, broker or other nominee seeking instruction from you as to how your shares should be voted. Spirit Stockholders may not vote Spirit Common Stock held in “street name” by returning a proxy card directly to Spirit. To vote at the Special Meeting, attend the Special Meeting and vote via the Special Meeting website. See “—Attending the Special Meeting” above.

Revocation of Proxies and Changes to a Spirit Stockholder’s Vote

If you are a Spirit Stockholder of record who has given a proxy, you may revoke your proxy prior to its exercise at the Special Meeting by:

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voting again by properly submitting a revised proxy card or voting by Internet or telephone, as applicable, on a date later than your prior proxy;

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It is important that you vote your shares of Spirit Common Stock promptly. Whether or not you plan to attend the Special Meeting, (i) if you are a Spirit Stockholder of record, please follow the instructions on the proxy card to vote by Internet or telephone as promptly as possible, or promptly complete, date, sign and return the enclosed proxy card in the postage-prepaid envelope, or (ii) if you are a beneficial owner of Spirit Common Stock held through a bank, broker or other nominee, please follow the voting instructions provided by such bank, broker or other nominee.

Inspector of Election

Spirit has appointed Broadridge to serve as inspector of election for the Special Meeting. Broadridge will independently tabulate affirmative and negative votes and abstentions.

Solicitation of Proxies

Spirit and the Spirit Board are soliciting Spirit Stockholders’ proxies in connection with the Special Meeting, and Spirit will bear the cost of soliciting such proxies. Proxies in connection with the Special Meeting may be solicited by officers, directors and regular supervisory and executive employees of Spirit, none of whom will receive any additional compensation for such solicitation. Spirit has retained Innisfree as proxy solicitor to assist with the solicitation of proxies in connection with the Special Meeting, for which Spirit estimates it will pay Innisfree a fee of $62,500 plus reasonable out-of-pocket costs and expenses. Proxies in connection with the Special Meeting may be solicited in person, by mail, by telephone, by facsimile, by messenger, via the Internet or by other means of communication, including electronic communication. Spirit will supply banks, brokers and other nominees that hold shares of Spirit Common Stock of record for beneficial owners with copies of proxy soliciting material in connection with the Special Meeting to be sent to such beneficial owners, in which case these parties will be reimbursed by Spirit for their reasonable expenses for completing the sending of such material to beneficial owners.

Adjournment

Although it is not currently expected, and subject to the restrictions in the Merger Agreement described in the following paragraph, the Special Meeting may be adjourned on one or more

occasions for the purpose of soliciting additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal, if necessary to ensure that any legally required supplement or amendment to this proxy statement/prospectus is provided to and reviewed by the Spirit Stockholders in advance of the Special Meeting, if required by a court or if a quorum is not present at the Special Meeting. The adjourned meeting may take place without further notice other than by an announcement made at the Special Meeting, unless the adjournment is for more than 30 days or, after the adjournment, the Spirit Board fixes a new record date for determining the Spirit Stockholders entitled to vote at the meeting.

Under the terms of the Merger Agreement, the Special Meeting may not be postponed or adjourned by Spirit without Boeing’s prior written consent, except that Spirit may, without Boeing’s prior consent and after giving written notice to Boeing, postpone or adjourn the Special Meeting by no more than 15 business days beyond the originally scheduled date (i) to the extent the Spirit Board determines in good faith, after consultation with its outside legal counsel, that such action is (x) required by applicable law or (y) reasonably necessary to ensure that any required supplement or amendment to this proxy statement/prospectus is disseminated to Spirit Stockholders for the amount of time required by applicable law in advance of the Special Meeting, or (ii) to the extent Spirit has not received proxies representing a sufficient number of shares of Spirit Common Stock to obtain approval of the Merger Agreement Proposal, whether or not a quorum is present, or (iii) to the extent reasonably necessary to obtain a quorum to conduct the business of the Special Meeting or to obtain Spirit Stockholder approval of the Merger Agreement Proposal.

Spirit Stockholders may be asked to vote to approve the Adjournment Proposal if there are not sufficient votes cast at the Special Meeting to approve the Merger Agreement Proposal. Regardless of the results of voting for the Adjournment Proposal, Spirit’s bylaws provide that any meeting of stockholders may be adjourned or recessed from time to time for any reason, whether or not a quorum is present, by the Spirit Board, the Chair of the Spirit Board or the presiding officer of the meeting.

Any adjournment of the Special Meeting for the purpose of soliciting additional proxies would allow Spirit Stockholders who have already submitted their proxies to revoke them at any time prior to their use at the Special Meeting, as adjourned.

Unless the Merger Agreement has been terminated in accordance with its terms, Spirit must hold the Special Meeting and submit the Merger Agreement to the Spirit Stockholders for a vote on the adoption thereof.

Questions and Additional Information

You should carefully read the entire proxy statement/prospectus, including its annexes and information incorporated by reference. You may also wish to consult your legal, tax and/or financial advisors with respect to any aspect of the Merger, the Merger Agreement or other matters discussed in this proxy statement/prospectus.

If you have questions about the matters to be voted on at the Special Meeting, would like additional copies of this proxy statement/prospectus or need help voting your shares of Spirit Common Stock, please contact Spirit’s proxy solicitor:

Innisfree M&A Incorporated

501 Madison Ave., 20^th Floor

New York, New York 10022

Stockholders, please call toll-free: (877) 456-3513

Banks and Brokerage Firms, please call: (212) 750-5833

PROPOSAL 1 – THE MERGER AGREEMENT PROPOSAL

This proxy statement/prospectus is being furnished to Spirit Stockholders as part of the solicitation of proxies by the Spirit Board for use at the Special Meeting to consider and vote on the Merger Agreement Proposal, which is a proposal to adopt the Merger Agreement. For a detailed discussion of the terms of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus and incorporated herein by reference, see the section entitled “The Merger Agreement” beginning on page 117 of this proxy statement/prospectus.

Approval of the Merger Agreement Proposal is a condition to the Closing under the Merger Agreement. If Spirit Stockholders fail to approve the Merger Agreement Proposal, the Merger will not occur.

Approval of the Merger Agreement Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Spirit Common Stock entitled to vote thereon. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the Merger Agreement Proposal. A failure to vote, an abstention or a broker non-vote, if any, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

THE SPIRIT BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE

“FOR” THE MERGER AGREEMENT PROPOSAL.

PROPOSAL 2 – ADVISORY COMPENSATION PROPOSAL

This proxy statement/prospectus is being furnished to Spirit Stockholders as part of the solicitation of proxies by the Spirit Board for use at the Special Meeting to consider and vote on the Advisory Compensation Proposal. As required by Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, which were enacted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Spirit is required to provide its stockholders the opportunity to vote to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Spirit’s named executive officers that is based on or otherwise relates to the Merger, as described in the section entitled “The Merger—Interests of Certain Spirit Directors and Executive Officers in the Merger” beginning on page 98 of this proxy statement/prospectus (including the disclosure under the section entitled “—Quantification of Potential Payments and Benefits to Spirit’s Named Executive Officers” beginning on page 104 of this proxy statement/prospectus and the related tables and associated narrative discussion and descriptions of the agreements or understandings pursuant to which such compensation may be paid or become payable). Accordingly, Spirit Stockholders are being provided the opportunity to cast an advisory vote on such payments by voting on the Advisory Compensation Proposal.

Because the vote on the Advisory Compensation Proposal is advisory only, the outcome of the vote on the Advisory Compensation Proposal is not binding upon Spirit, the Spirit Board, Boeing, or the Boeing Board. Approval by Spirit Stockholders of the Advisory Compensation Proposal is not a condition to completion of the Merger and is a vote separate and apart from the vote to approve the Merger Agreement Proposal. Accordingly, a Spirit Stockholder may vote to approve the Advisory Compensation Proposal and vote not to approve the Merger Agreement Proposal and vice versa. Because the executive compensation to be paid in connection with the Merger is based on the terms of the Merger Agreement and the applicable contractual arrangements with Spirit’s named executive officers, such compensation will be payable, regardless of the outcome of the advisory vote on the Advisory Compensation Proposal, only if the Merger Agreement Proposal is approved (subject only to the contractual conditions applicable thereto).

Accordingly, Spirit Stockholders are being asked to vote on an advisory (non-binding) basis on the following resolution:

RESOLVED, that the stockholders of Spirit AeroSystems Holdings, Inc. approve, on an advisory, non-binding basis, certain compensation that may be paid or become payable to the named executive officers of Spirit AeroSystems Holdings, Inc. that is based on or otherwise relates to the Merger, as disclosed pursuant to Item 402(t) of Regulation S-K under the section entitled “The Merger—Interests of Certain Spirit Directors and Executive Officers in the Merger” beginning on page 98 of the proxy statement/prospectus of Spirit AeroSystems Holdings, Inc. and The Boeing Company with respect to the special meeting of Spirit AeroSystems Holdings, Inc. stockholders to be held on January 31, 2025 (including the disclosure under the section entitled “—Quantification of Potential Payments and Benefits to Spirit’s Named Executive Officers” beginning on page 104 of such proxy statement/prospectus and the related tables and associated narrative discussion and descriptions of the agreements or understandings pursuant to which such compensation may be paid or become payable).

Approval of the Advisory Compensation Proposal requires the affirmative vote of the holders of a majority of the votes cast affirmatively and negatively on the Advisory Compensation Proposal, assuming a quorum is present. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the Advisory Compensation Proposal. A failure to vote, an abstention or a broker non-vote, if any, will have no effect on the Advisory Compensation Proposal, assuming a quorum is present.

THE SPIRIT BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE

“FOR” THE ADVISORY COMPENSATION PROPOSAL.

PROPOSAL 3 – THE ADJOURNMENT PROPOSAL

This proxy statement/prospectus is being furnished to Spirit Stockholders as part of the solicitation of proxies by the Spirit Board for use at the Special Meeting to consider and vote on the Adjournment Proposal, a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to permit solicitation of additional votes or proxies if there are not sufficient votes to approve the Merger Agreement Proposal.

The Adjournment Proposal will be presented at the Special Meeting only if there are not sufficient votes to approve the Merger Agreement Proposal. If Spirit Stockholders approve the Adjournment Proposal, Spirit could adjourn the Special Meeting and any adjourned session of the Special Meeting (subject to the terms and conditions of the Merger Agreement as described in the section entitled “The Special Meeting—Adjournment” beginning on page 46 of this proxy statement/prospectus) and use the additional time to solicit additional proxies, including the solicitation of proxies from Spirit Stockholders who have previously voted. Any adjournment of the Special Meeting for the purpose of soliciting additional proxies would allow Spirit Stockholders who have already submitted their proxies to revoke them at any time prior to their use at the Special Meeting, as adjourned. Regardless of the results of voting for the Adjournment Proposal, Spirit’s bylaws provide that any meeting of stockholders may be adjourned or recessed from time to time for any reason, whether or not a quorum is present, by the Spirit Board, the Chair of the Spirit Board or the presiding officer of the meeting.

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast affirmatively and negatively on the Adjournment Proposal, assuming a quorum is present. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the Adjournment Proposal. A failure to vote, an abstention or a broker non-vote, if any, will have no effect on the Adjournment Proposal, assuming a quorum is present.

THE SPIRIT BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE

“FOR” THE ADJOURNMENT PROPOSAL.

THE MERGER

This section of the proxy statement/prospectus describes the material aspects of the proposed Merger. This section may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus, including the full text of the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, for a more complete understanding of the proposed Merger and the transactions related thereto.

Parties to the Merger

The Boeing Company

Boeing was originally incorporated in the State of Washington in 1916 and reincorporated in Delaware in 1934. Boeing’s common stock is listed and traded on the NYSE under the symbol “BA” and its principal executive offices are located at 929 Long Bridge Drive, Arlington, Virginia 22202; its telephone number at that location is (703) 465-3500.

Sphere Acquisition Corp.

Spirit AeroSystems Holdings, Inc.

Boeing is the largest customer of Spirit. For the 12 months ended December 31, 2023, approximately 64% of Spirit’s net revenues were generated from sales to Boeing. In addition, Boeing has, from time to time, made advance payments to Spirit of amounts due to be paid pursuant to Spirit’s supply agreements with Boeing, including under the April 18, 2024 memorandum of agreement and the November 8, 2024 advance payments agreement, each between Spirit AeroSystems, Inc. and Boeing and as amended from time to time.

Airbus is Spirit’s second largest customer. For the twelve months ended December 31, 2023, approximately 19% of Spirit’s net revenues were generated from sales to Airbus. Airbus has, from time to time, made advance payments to Spirit in connection with Spirit’s supply contracts with Airbus.

Transaction Structure

Upon the terms and subject to the conditions of the Merger Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub will merge with and into Spirit, the separate corporate existence of Merger Sub will cease, and Spirit will continue as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly owned subsidiary of Boeing, and the separate corporate existence of Boeing will continue unaffected by the Merger. The Merger will have the effects set forth in the Merger Agreement and the relevant provisions of the DGCL.

Merger Consideration

On the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each share of Spirit Common Stock that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will be automatically cancelled and cease to exist and will be converted into the right to receive a number of shares of Boeing Common Stock that will depend on the Boeing Stock Price (the volume weighted average price per share of Boeing Common Stock on the NYSE for the 15 consecutive trading days ending on and including the second full trading day prior to the Effective Time). If the Boeing Stock Price is greater than $149.00 but less than $206.94, the Exchange Ratio will be the quotient obtained by dividing $37.25 by the Boeing Stock Price, rounded to four decimal places; if the Boeing Stock Price is greater than or equal to $206.94, the Exchange Ratio will be 0.1800; and if the Boeing Stock Price is equal to or less than $149.00, the Exchange Ratio will be 0.2500. Accordingly, if the Boeing Stock Price were greater than or equal to $149.00 and less than or equal to $206.94, the implied value of the Per Share Merger Consideration would be $37.25; if the Boeing Stock Price were greater than $206.94, the implied value of the Per Share Merger Consideration would be greater than $37.25; and if the Boeing Stock Price were less than $149.00, the implied value of the Per Share Merger Consideration would be less than $37.25. The Boeing Stock Price and the actual value of the Per Share Merger Consideration will depend on the trading price of Boeing Common Stock, which is subject to fluctuation, including during the period until the Effective Time. The number of Merger Consideration Shares is subject to fluctuation with the market value of Boeing Common Stock until the Boeing Stock Price has been determined. Shares of Spirit Common Stock are listed on the NYSE under the symbol “SPR.” Shares of Boeing Common Stock are listed on the NYSE under the symbol “BA.” We encourage you to obtain current quotes for both Spirit Common Stock and Boeing Common Stock.

Background of the Merger

As part of its ongoing evaluation of Spirit’s business, the Spirit Board, together with senior management, regularly reviews and assesses opportunities to increase stockholder value, including evaluating various potential strategic alternatives such as acquisitions and dispositions. Spirit also regularly engages with Spirit Stockholders to discuss Spirit and its business, operations and financial results and to hear the views of Spirit Stockholders regarding Spirit.

A significant portion of Spirit’s operations related to Boeing aerostructures was owned and controlled by Boeing until 2005. In 2005, Spirit became a standalone Delaware company and commenced operations through Onex Corporation’s acquisition of Boeing’s operations in Wichita, Kansas, Tulsa, Oklahoma and McAlester, Oklahoma. In connection with that transaction, Spirit and Boeing entered into long-term supply agreements under which Spirit serves as Boeing’s exclusive supplier for substantially all of the products and services previously provided by Boeing’s commercial aerostructures manufacturing operations in Wichita, Tulsa and McAlester.

Boeing remains the largest customer of Spirit. For the 12 months ended December 31, 2023, approximately 64% of Spirit’s net revenues were generated from sales to Boeing. Airbus is Spirit’s second largest customer. For the 12 months ended December 31, 2023, approximately 19% of Spirit’s net revenues were generated from sales to Airbus. In the ordinary course of the parties’ commercial businesses, each of Boeing and Airbus has, from time to time, made advance payments to Spirit in connection with Spirit’s supply contracts with Boeing and Airbus, respectively.

Spirit’s supply agreements with Boeing include provisions giving Boeing the ability to terminate the supply agreements in the event any of certain “disqualified persons” acquire a majority of Spirit’s direct or indirect voting power or all or substantially all of Spirit’s assets. In addition, the October 2023 Spirit/Boeing Memorandum of Agreement (as defined below) provides that Spirit cannot, without incurring significant costs, assign (which includes certain specified change of control events) any of its rights or interests in the supply agreements for the B787 Program and B737, B747, B767 and B777 Programs (the “Sustaining Programs”), or orders under such supply agreements, without Boeing’s prior written consent, which may not be unreasonably withheld consistent with existing obligations; except that Boeing may withhold its consent to an assignment to a disqualified person (which includes any person to which Boeing does not consent in its sole discretion) for any reason and at its sole discretion. These provisions in Spirit’s supply agreements with Boeing could discourage others from acquiring Spirit. Certain other agreements with Spirit’s suppliers or customers, including Airbus, contain similar provisions.

In the years leading up to the announcement of the Merger Agreement, a combination of, among other factors, declines in production and sales during the temporary grounding of the B737 MAX beginning in 2019, the COVID-19 pandemic, production rate changes for the B737 MAX program and other programs, supply chain disruptions and quality issues, labor shortages and costs increases adversely impacted Spirit and Boeing.

2022 - 2023

Beginning in late 2022 and continuing throughout 2023, members of management of each of Spirit and Airbus, together with their respective advisors, engaged in discussions and negotiations regarding potential amendments to Spirit’s contracts with Airbus. The potential amendments to Spirit’s contracts with Airbus were designed to improve the economics of certain Airbus programs from Spirit’s perspective, which under their current terms are negative value arrangements to Spirit. These discussions and negotiations continued until March 2024 when the parties turned their discussions and negotiations to the Airbus Transaction (as defined below).

On Wednesday, September 30, 2023, Patrick M. Shanahan was appointed President and Chief Executive Officer of Spirit.

In the fall of 2023, Boeing and Spirit entered into discussions with the objectives of (i) mutually resolving prospective claims between the parties related to the Sustaining Programs, (ii) amending various contractual obligations between the parties to improve the economics of certain Boeing programs from Spirit’s perspective and (iii) improving supply stability.

On October 12, 2023, Spirit and Boeing entered into a memorandum of agreement which supplemented the parties’ existing commercial agreements and arrangements and provided for, among other terms and conditions, (i) a payment by Boeing to Spirit of $100 million to fund the purchase of additional tooling and certain capital expenditures, (ii) an amended repayment date for existing financing that had been provided by Boeing to Spirit, (iii) a mutual release of liability and claims for existing matters under the parties’ commercial agreements and (iv) amendments to the parties’ existing commercial agreements to provide that Spirit cannot, without incurring significant

costs, assign (which includes certain specified change of control events) any of its rights or interests in the supply agreements for the B787 Program and the Sustaining Programs, or orders under such supply agreements, without Boeing’s prior written consent, subject to certain additional terms (the “October 2023 Spirit/Boeing Memorandum of Agreement”). During the discussion and negotiation of the October 2023 Spirit/Boeing Memorandum of Agreement, members of management of each of Boeing and Spirit had highly preliminary discussions about the possibility of Boeing purchasing a non-controlling equity interest in Spirit. These discussions did not develop into a formal proposal by Boeing, and ultimately the October 2023 Spirit/Boeing Memorandum of Agreement did not include Boeing’s purchase of an equity interest in Spirit.

January 2024

In early January 2024, members of senior management of Boeing discussed a potential reintegration of Spirit. Boeing’s senior management believed a potential reintegration would improve the safety and quality of Boeing airplanes by integrating Boeing’s and Spirit’s engineering, manufacturing and quality and safety programs and teams, and would promote supply chain stability and the ability to facilitate production rate increases. Following discussion and consultation with Boeing’s financial and legal advisors, Boeing’s senior management concluded that such a reintegration, if it were done on appropriate terms, would serve the interest of the flying public, both companies’ employees and customers and Boeing Stockholders, and decided to approach Spirit regarding a potential acquisition of Spirit.

On Wednesday, January 17, 2024, David L. Calhoun, then President and Chief Executive Officer of Boeing, called Robert D. Johnson, Chair of the Spirit Board, regarding Boeing’s interest in potentially making a proposal to acquire Spirit (the “Boeing Outreach”).

On Thursday, January 18, 2024, Spirit engaged Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) as legal counsel in connection with the consideration of a potential strategic transaction and other strategic and financial alternatives. On Monday, January 22, 2024, Spirit engaged Morgan Stanley & Co. LLC (“Morgan Stanley”), who has a longstanding financial advisory relationship with Spirit, as financial advisor in connection with the consideration of a potential strategic transaction and other strategic and financial alternatives.

On Wednesday, January 24, 2024, the Spirit Board held a meeting to discuss, among other matters, the Boeing Outreach. Representatives of Skadden and Morgan Stanley were in attendance. The Spirit Board reviewed, discussed and considered the Boeing Outreach and next steps with respect to the Boeing Outreach. The Spirit Board, together with the representatives from Morgan Stanley and Skadden, also discussed and considered Spirit’s existing standalone strategic plan and other potential alternatives, including strategic acquisitions and divestitures, other potential acquirers and the benefits and risks of a strategic transaction with Boeing or other potential acquirers (including the effect on Spirit’s existing and prospective business and its relationship with customers and suppliers). Representatives of Skadden also reviewed the Spirit Board’s fiduciary duties. Following discussion and consideration, the Spirit Board instructed Mr. Johnson and Irene M. Esteves, an independent director of Spirit at such time, to engage in preliminary and non-binding discussions with Boeing regarding a potential strategic transaction and to continue considering other potential strategic and financial alternatives together with Skadden and Morgan Stanley.

On Thursday, January 25, 2024, Mr. Johnson, Ms. Esteves and a representative from Skadden met in-person with Mr. Calhoun and Brett C. Gerry, Chief Legal Officer of Boeing, to discuss the Boeing Outreach. At this meeting, Boeing delivered the “Project Sphere Non-Binding Term Sheet” (the “January 25 Non-Binding Proposal”). The January 25 Non-Binding Proposal included, among other terms and conditions, a $33.00 per share cash merger consideration, a “reasonable best efforts”

standard to obtain the required regulatory approvals (and Boeing’s obligation to accept remedies limited to those in respect of Spirit’s operations for and business with Airbus), a reverse termination fee of $150 million payable by Boeing for failure to obtain the required regulatory approvals (with Spirit’s use of such proceeds limited to safety and quality system initiatives), an outside date of October 31, 2024 and that Spirit employee awards would roll over into Boeing awards, with vesting and treatment of performance incentives to be determined. The January 25 Non-Binding Proposal stated it was non-binding and subject to Boeing’s due diligence.

On Friday, January 26, 2024, the Spirit Board held a meeting to discuss, among other matters, the January 25 Non-Binding Proposal. Representatives of Skadden and Morgan Stanley were in attendance. The Spirit Board reviewed, discussed and considered the January 25 Non-Binding Proposal, the proposed terms and conditions thereof and potential responses to Boeing. The Spirit Board also discussed Spirit’s existing standalone strategic plan and other potential strategic alternatives. Representatives of Skadden and Morgan Stanley reviewed and discussed with the Spirit Board the legal and financial aspects of the January 25 Non-Binding Proposal. Following discussion and consideration, the Spirit Board determined to continue considering the January 25 Non-Binding Proposal. The Spirit Board also instructed Skadden and Morgan Stanley to perform further legal and financial analysis, respectively, regarding the January 25 Non-Binding Proposal and instructed Spirit’s management to update Spirit’s existing standalone strategic plan and Morgan Stanley to perform a financial analysis of Spirit based on the standalone strategic plan in order assist the Spirit Board in its review and consideration of the January 25 Non-Binding Proposal and other strategic and financial alternatives.

In late January 2024, members of management of each of Spirit and Airbus, together with their respective advisors, expanded their ongoing discussions and negotiations regarding potential amendments to Spirit’s contracts with Airbus to also include the potential divestiture to Airbus of certain facilities and operations that support Airbus programs. These discussions and negotiations continued until March 2024 when the parties turned their discussions and negotiations to the Airbus Transaction (as defined below).

February 2024

On Friday, February 2, 2024, the Spirit Board held a meeting to discuss, among other matters, Spirit’s standalone strategic plan and the January 25 Non-Binding Proposal. Members of Spirit’s management and representatives of Skadden and Morgan Stanley were in attendance. The Spirit Board reviewed and discussed potential updates to Spirit’s standalone strategic plan, the components thereof and assumptions and projections therein, including as it relates to Spirit’s ongoing discussions and negotiations with Airbus that had been ongoing since 2022 regarding potential amendments to Spirit’s contracts with Airbus. The potential updates to Spirit’s standalone strategic plan would include the use of a “downside,” “base” and “upside” plan which, in each case, would include, among other assumptions, certain assumptions around whether (and to what extent) Spirit would be successful in obtaining improved terms and conditions from Airbus in respect of Spirit’s commercial arrangements with Airbus and whether (and to what extent) Spirit’s business with Boeing would increase and accelerate due to increased demand and delivery rates from Boeing. The Spirit Board also continued to review, discuss and consider the January 25 Non-Binding Proposal, the terms and conditions thereof and potential responses to Boeing. Representatives of Skadden and Morgan Stanley provided further legal and financial analysis, respectively, regarding the January 25 Non-Binding Proposal, the Spirit Board’s continued review of the January 25 Non-Binding Proposal and the Spirit Board’s consideration of other strategic and financial alternatives.

During the two weeks following Boeing’s delivery of the January 25 Non-Binding Proposal, Mr. Calhoun periodically contacted Mr. Johnson to inquire as to the status of the Spirit Board’s

consideration of the January 25 Non-Binding Proposal. Mr. Johnson responded that it was under consideration by the Spirit Board, that Spirit was undertaking legal and financial analysis and that Spirit intended to respond in due course.

On Friday, February 9, 2024, the Spirit Board held a meeting to discuss, among other matters, the Spirit Board’s fiduciary duties and process considerations in connection with the Spirit Board’s review and consideration of the January 25 Non-Binding Proposal, Spirit’s standalone strategic plan, the preliminary financial analysis of Spirit prepared by Morgan Stanley and other strategic and financial alternatives. Members of Spirit’s management and representatives of Skadden and Morgan Stanley were in attendance, and each of Skadden and Morgan Stanley had prepared and distributed materials to the Spirit Board in advance of the meeting. Representatives of Skadden reviewed with the Spirit Board the terms and conditions of the January 25 Non-Binding Proposal, the Spirit Board’s fiduciary duties and process considerations in connection with the Spirit Board’s review and consideration of the January 25 Non-Binding Proposal and Morgan Stanley’s relationship disclosures, previously provided to the Spirit Board, of its prior engagements by Spirit, Boeing and Airbus. After considering the matter, the Spirit Board determined it was advisable and in the best interests of Spirit and Spirit Stockholders to continue the engagement of Morgan Stanley as Spirit’s financial advisor in connection with the consideration of a potential strategic transaction with Boeing and other strategic and financial alternatives. Next, representatives of Morgan Stanley reviewed with the Spirit Board a preliminary financial analysis and review of strategic and financial alternatives, including a review of Spirit’s standalone strategic plan, the assumptions, projections and sensitivities thereto, and the terms of the January 25 Non-Binding Proposal. Following discussion and consideration, the Spirit Board determined that it was not in the best interests of Spirit and Spirit Stockholders to transact or engage with Boeing at a $33.00 per share cash merger consideration (together with the other terms and conditions set forth in the January 25 Non-Binding Proposal) and provided instructions to Morgan Stanley and Skadden to prepare a response to Boeing for the Spirit Board’s consideration.

On Monday, February 12, 2024, the Spirit Board held a meeting to further discuss and consider Spirit’s response to Boeing regarding the January 25 Non-Binding Proposal. Representatives of Skadden and Morgan Stanley were in attendance. After discussion and consideration of the terms of the January 25 Non-Binding Proposal, including Spirit’s anticipated short-term and long-term outlook and the strategic importance and benefits to Boeing of Boeing’s potential acquisition of Spirit, the Spirit Board determined that Mr. Johnson would contact Mr. Calhoun and communicate that Spirit would not transact or engage with Boeing at a valuation of $33.00 per share in cash (together with the other terms and conditions set forth in the January 25 Non-Binding Proposal). The Spirit Board also directed Mr. Johnson to communicate to Mr. Calhoun that, if so requested by Boeing, Spirit would make available representatives of Morgan Stanley to Boeing’s financial advisors in order to provide Boeing’s financial advisors (and Boeing) with Spirit’s view as to its financial outlook and prospects.

Shortly after the Spirit Board’s meeting, on Monday, February 12, 2024, Mr. Johnson contacted Mr. Calhoun and delivered the Spirit Board’s response to the January 25 Non-Binding Proposal. Mr. Calhoun did not respond at that time.

On Wednesday, February 14, 2024 and Thursday, February 15, 2024, representatives of Boeing’s financial advisor, PJT Partners LP (“PJT Partners”) and representatives of Morgan Stanley held calls during which representatives of Morgan Stanley communicated, on a confidential basis and at the direction of Spirit, certain financial information to representatives of PJT Partners reflecting Spirit’s view as to its financial outlook and prospects. The representatives of Morgan Stanley noted that it was the Spirit Board’s view that Boeing’s offer of $33.00 per share in cash merger consideration undervalued Spirit and its financial outlook and prospects. Among the matters discussed, at the direction of Boeing, representatives of PJT Partners shared Boeing’s perspective that certain of the assumptions in the financial information as they related to Boeing were too optimistic and did not

reflect Boeing’s expectations of Spirit’s financial outlook and prospects based on Boeing’s familiarity with Spirit’s business and prospects (due to the longstanding relationship between Spirit and Boeing and the ongoing information sharing by Spirit with Boeing as required under certain of Spirit’s commercial arrangements with Boeing) and Boeing’s anticipated production rates (and the related impact on Spirit’s business outlook as a supplier to Boeing).

On Friday, February 16, 2024, the Spirit Board held a meeting to discuss the status of the potential strategic transaction with Boeing and other financial and strategic alternatives. Members of Spirit’s management and representatives of Skadden and Morgan Stanley were in attendance. The representatives of Morgan Stanley reviewed with the Spirit Board the prior discussion between representatives of Morgan Stanley and PJT Partners and provided further financial and strategic advice, including addressing the points raised by representatives of PJT Partners, on behalf of Boeing, in the most recent discussions. The representatives of Skadden reviewed with the Spirit Board the rights and obligations under Spirit’s commercial agreements with Boeing and Airbus and the impact of these commercial agreements in connection with a potential strategic transaction with Boeing, including the fact that certain of Spirit’s commercial agreements with Airbus may give Airbus the right to exercise certain remedies, including termination and collection of certain monetary payments, upon an acquisition of Spirit by Boeing. The Spirit Board instructed Morgan Stanley and Skadden to continue their financial and legal analysis, respectively, of a potential strategic transaction with Boeing as well as other financial and strategic alternatives.

Over the next several days, Mr. Calhoun and Mr. Johnson communicated several times, during which Mr. Calhoun communicated Boeing’s continued interest in a potential strategic transaction with Spirit, but that Boeing disagreed with Spirit’s assumptions and projections in the Spirit financial information that had been made available to Boeing. In addition, during that period, representatives of Morgan Stanley and PJT Partners continued to discuss and review the Spirit financial information that had been made available to Boeing, during which, at the direction of Boeing, the representatives of PJT Partners reiterated Boeing’s view that Spirit’s assumptions and projections were subject to several uncertainties, including those relating to Boeing.

On Tuesday, February 20, 2024, Mr. Calhoun, after deliberations with the Boeing Board, sent a letter to the Spirit Board proposing to increase the $33.00 per share cash merger consideration to $39.15 per share in cash (the “February 20 Non-Binding Proposal”). The February 20 Non-Binding Proposal stated, among other things, that the offer was based on the plan elements shared with Boeing’s bankers and Boeing’s own knowledge of Spirit’s current and future business prospects and that Boeing viewed the offer as one that would mitigate many risks and potential costs that Spirit will face in the near and long term. The February 20 Non-Binding Proposal generally reflected the other terms and conditions from the January 25 Non-Binding Proposal, but provided for an outside date of November 30, 2024 and stated that the February 20 Non-Binding Proposal was non-binding and subject to Boeing’s due diligence. Around the time of the delivery of the February 20 Non-Binding Proposal, Mr. Calhoun contacted Mr. Johnson and, at the direction of Boeing, representatives of PJT Partners contacted representatives of Morgan Stanley to, in each case, state that Boeing had proposed a substantial increase to the proposed per share merger consideration and that Boeing was not likely to consider any additional increase.

On Wednesday, February 21, 2024, the Spirit Board held a meeting to discuss and consider the February 20 Non-Binding Proposal. Representatives of Morgan Stanley and Skadden were in attendance. As part of the Spirit Board’s discussion and consideration of the February 20 Non-Binding Proposal, Mr. Johnson and the representatives of Morgan Stanley provided the Spirit Board with further explanation and information on Boeing’s response to the Spirit financial information that had been provided to representatives of PJT Partners by representatives of Morgan Stanley. The Spirit Board did not take any action regarding the February 20 Non-Binding Proposal at the meeting.

On Thursday, February 22, 2024, the Spirit Board held a meeting to further discuss and consider, among other matters, the February 20 Non-Binding Proposal. Members of Spirit’s management and representatives of Morgan Stanley were in attendance. The Spirit Board continued its review, consideration and discussion of the February 20 Non-Binding Proposal. The Spirit Board also received an update on and summary of the status of the discussions with Airbus regarding potential amendments to Spirit’s contracts with Airbus and the potential divestiture to Airbus of certain facilities and operations that support Airbus programs, including the potential impact thereof on a potential strategic transaction with Boeing. The Spirit Board discussed the risks and opportunities of a potential strategic transaction with Boeing, continuing to operate as a standalone company and other strategic and financial alternatives. Following discussion and consideration, the Spirit Board determined to respond to Boeing that the Spirit Board was not prepared to transact or engage with Boeing at a $39.15 per share cash merger consideration (together with the other terms and conditions set forth in the February 20 Non-Binding Proposal).

Shortly after the Spirit Board’s meeting, on Thursday, February 22, 2024, Mr. Johnson contacted Mr. Calhoun and delivered the Spirit Board’s response to the February 20 Non-Binding Proposal. Mr. Johnson indicated to Mr. Calhoun that Spirit may be prepared to engage in further discussions with Boeing regarding a potential transaction if Boeing were to further improve its proposal, including by increasing its proposed offer price, increasing the amount of the reverse termination fee to at least $300 million and extending the proposed outside date. Following discussion, Mr. Calhoun stated that Boeing would be prepared to increase its proposal to $40.00 per share in cash (together with the other terms and conditions set forth in the February 20 Non-Binding Proposal, except that, as communicated by Mr. Calhoun, Boeing would also be prepared to consider increasing the reverse termination fee and extending the outside date) (the “February 22 Non-Binding Proposal”). In making the February 22 Non-Binding Proposal, Mr. Calhoun stated that Boeing would not be prepared to further increase the proposed $40.00 per share in cash merger consideration. Mr. Johnson responded that he would communicate the increased proposal to the Spirit Board.

On Friday, February 23, 2024, the Spirit Board held a meeting to discuss and consider the February 22 Non-Binding Proposal. Members of Spirit’s management and representatives of Skadden and Morgan Stanley were in attendance. The Spirit Board reviewed, discussed and considered the February 22 Non-Binding Proposal and the terms and conditions thereof, including the proposed “reasonable best efforts” standard to obtain the required regulatory approvals (and Boeing’s obligation to accept remedies limited to those in respect of Spirit’s operations for, and business with, Airbus), and the $300 million reverse termination fee payable by Boeing for failure to obtain the required regulatory approvals as proposed by Mr. Johnson. In addition, the Spirit Board discussed and considered the potential impact on Spirit’s business if a strategic transaction with Boeing was entered into (or leaked) including the impact on Spirit’s other customers (including Airbus and, with respect to the pending negotiations with Airbus, regarding amendments to Spirit’s contracts with Airbus and the potential divestiture to Airbus of certain facilities and operations that support Airbus programs) and its suppliers, regulators and other stakeholders. Representatives of Skadden and Morgan Stanley reviewed with the Spirit Board a potential timeline to both the signing of a potential strategic transaction with Boeing and to the closing of such a potential strategic transaction, including the due diligence process prior to signing and the regulatory review process prior to the closing of such a potential strategic transaction. The Spirit Board considered the likelihood that, in light of Spirit’s role as an Airbus supplier, which is Boeing’s principal competitor in commercial jet manufacturing, Spirit’s divestiture of its facilities and operations that support Airbus’s programs would be the most efficient way to obtain regulatory approvals and would likely be an important component of the potential strategic transaction with Boeing. Following further discussion and consideration, the Spirit Board determined, based on Boeing’s proposed merger consideration of $40.00 per share in cash, together with the other terms and conditions of the February 22 Non-Binding Proposal, that proceeding with negotiations and due diligence with Boeing was in the best interests of Spirit and Spirit Stockholders. The Spirit Board requested that Mr. Johnson

inform Mr. Calhoun that Spirit would continue discussions, negotiations and due diligence based on the February 22 Non-Binding Proposal. The Spirit Board also instructed Spirit’s management, together with Skadden and Morgan Stanley, to proceed with the legal and financial processes for a potential strategic transaction with Boeing and also to continue to proceed with the legal and financial processes regarding potential amendments to Spirit’s contracts with Airbus and the potential divestiture to Airbus of certain facilities and operations that support Airbus programs.

Shortly after the Spirit Board’s meeting, on Friday, February 23, 2024, Mr. Johnson contacted Mr. Calhoun and delivered the Spirit Board’s response to the February 22 Non-Binding Proposal. Later that same day, representatives of Skadden distributed to representatives of Sullivan & Cromwell LLP, Boeing’s legal counsel (“Sullivan & Cromwell”), a proposed non-disclosure agreement in respect of a potential acquisition of Spirit by Boeing (the “Spirit/Boeing Non-Disclosure Agreement”). During the following week, Spirit and Boeing, together with representatives of Skadden and Sullivan & Cromwell, negotiated the Spirit/Boeing Non-Disclosure Agreement. On Wednesday, February 28, 2024, Spirit and Boeing executed the Spirit/Boeing Non-Disclosure Agreement. The Spirit/Boeing Non-Disclosure Agreement included, among other customary terms and conditions, a nine-month “standstill” provision restricting Boeing’s ability to publicly announce an unsolicited offer to acquire Spirit and take certain related actions, subject to customary exceptions. Such exceptions included that such “standstill” restrictions will immediately terminate under certain circumstances, including in the event that Spirit publicly announces a definitive agreement with a third party for the acquisition of Spirit. The Spirit/Boeing Non-Disclosure Agreement did not otherwise vary pre-existing confidentiality and non-disclosure agreements and obligations between Spirit and Boeing with respect to their commercial relationships.

On Sunday, February 25, 2024, Boeing provided to Spirit its initial due diligence request list. On Saturday, March 2, 2024, Spirit made available to Boeing and its advisors a virtual data room. Thereafter until the signing of the Merger Agreement on June 30, 2024, Boeing continued its due diligence review of Spirit. Throughout this period, members of Boeing’s and Spirit’s management, together with their respective advisors, participated in a substantial number of in-person and virtual due diligence meetings and a substantial number of materials were made available to Boeing and its advisors in a virtual data room.

March 2024

In the late morning of Friday, March 1, 2024, the Wall Street Journal reported that Boeing was in discussions with Spirit regarding a potential acquisition of Spirit by Boeing. After the closing of the financial markets in New York, each of Spirit and Boeing issued statements confirming the discussions. No assurances were given that a definitive agreement would be entered into, that any transaction would be consummated, or the timing, terms or conditions of any such potential transaction. On Thursday, February 29, 2024, the closing price of Spirit Common Stock was $28.60 per share.

Later in the day on Friday, March 1, 2024, the Spirit Board held a meeting to discuss the status of the potential strategic transaction with Boeing and the potential contract amendments with, and potential divestitures to, Airbus. Members of Spirit’s management and representatives of Skadden and Morgan Stanley were in attendance. Morgan Stanley reviewed with the Spirit Board an update on the various workstreams and potential timelines with respect to the potential strategic transaction with Boeing. The Spirit Board also continued to discuss the potential impact of the parties’ announcement confirming discussions on Spirit’s customers (including, with respect to Airbus, Airbus’s rights and remedies under its commercial agreements with Spirit) and other stakeholders, including its employees and regulators.

On Sunday, March 3, 2024, representatives of Sullivan & Cromwell distributed to representatives of Skadden the first draft of the proposed merger agreement to be entered into between Spirit and Boeing, which was generally consistent with the terms and conditions set forth in the February 22 Non-Binding Proposal and which contemplated, among other terms and conditions, (i) a customary “no shop” provision restricting Spirit from soliciting acquisition proposals, but allowing Spirit to receive, negotiate and ultimately enter into certain unsolicited acquisition proposals, (ii) a “reasonable best efforts” standard on both Spirit and Boeing to obtain applicable required regulatory approvals and contractual consents, with Boeing’s obligation to accept remedies limited to those in respect of Spirit’s operations for, and business with, Airbus, (iii) an “outside date” of up to 15 months after the signing of the merger agreement, (iv) a reverse termination fee (in an amount not identified) payable by Boeing in customary scenarios, including for the parties’ failure to obtain applicable required regulatory approvals by the outside date, (v) a restriction on Spirit’s use of the reverse termination fee to safety and quality system initiatives approved by Boeing and (vi) a termination fee (in an amount not identified) payable by Spirit in customary scenarios, including for Spirit’s termination of the merger agreement to accept a superior proposal.

During the week of March 3, 2024, representatives of Airbus contacted Mr. Shanahan expressing Airbus’s desire to engage with Spirit on the potential acquisition by Airbus of all of the facilities and operations that support Airbus programs (the “Airbus Business”).

Hereafter, the potential acquisition of Spirit by Boeing is referred to as the “Boeing Transaction” and the potential acquisition by Airbus of the Airbus Business is referred to as the “Airbus Transaction.”

On Friday, March 8, 2024, the Spirit Board held a meeting to discuss, among other matters, the status of the Boeing Transaction, the potential contract amendments with Airbus and the Airbus Transaction. Members of Spirit’s management and representatives of Skadden and Morgan Stanley were in attendance. The Spirit Board received an update on the status of each of the potential transactions. The Spirit Board reviewed, discussed and considered the Airbus Transaction, the impact of the Airbus Transaction on Spirit’s discussions with Airbus regarding potential contract amendments and certain potential divestitures, other strategic and financial alternatives for the Airbus Business and the impact of the Airbus Transaction on the Boeing Transaction. Representatives of Skadden reviewed with the Spirit Board the terms and conditions of the merger agreement proposed by Boeing and discussed with the Spirit Board the potential response thereto.

Later in the day on Friday, March 8, 2024, representatives of Skadden distributed to representatives of Sullivan & Cromwell a revised draft of the proposed merger agreement for the Boeing Transaction which contemplated, among other terms and conditions, (i) additional flexibility and permissions for the Spirit Board in connection with the “no shop” provision, (ii) additional obligations on Boeing in its use of “reasonable best efforts” to obtain the required regulatory approvals and contractual consents, (iii) the removal of the timing of the “outside date” pending further diligence, (iv) the removal of the use restrictions on the reverse termination fee, (v) additional termination situations in which Boeing would be required to pay the reverse termination fee, (vi) revisions to the termination rights, conditions to closing, representations and warranties and the definition of “material adverse effect” intended to increase the certainty of the closing of the Boeing Transaction, (vii) revisions to the interim operating covenants intended to provide Spirit with additional flexibility to operate its business prior to the closing of the Boeing Transaction and (viii) revisions to employee benefits matters and the treatment of employee equity awards.

After Friday, March 8 and prior to Sunday, March 17, 2024, representatives of Skadden and representatives of Sullivan & Cromwell held numerous calls to discuss and negotiate the terms and conditions of the proposed merger agreement for the Boeing Transaction.

On Sunday, March 17, 2024, representatives of Sullivan & Cromwell distributed to representatives of Skadden a revised draft of the proposed merger agreement for the Boeing Transaction which contemplated, among other terms and conditions, (i) removal of certain of the additional obligations on Boeing in its use of “reasonable best efforts” to obtain the required regulatory approvals and contractual consents (namely, those incremental to Boeing’s obligation to accept remedies in respect of the Airbus Business), (ii) re-inclusion of the “outside date” of up to 15 months after the signing of the merger agreement, (iii) re-inclusion of the use restrictions on the reverse termination fee, (iv) revisions to the interim operating covenants to re-include certain guardrails on Spirit’s operation of its business prior to the closing of the Boeing Transaction, (v) revisions to employee benefits matters and the treatment of employee equity awards and (vi) certain changes to termination rights, conditions to closing, representations and warranties and the definition of “material adverse effect.”

On Monday, March 18, 2024, representatives of Skadden distributed to representatives of Sullivan & Cromwell the initial draft of the disclosure schedules to the proposed merger agreement for the Boeing Transaction. Thereafter, until Sunday, June 30, 2024, representatives of Skadden and representatives of Sullivan & Cromwell exchanged several versions of the disclosure schedules to the proposed merger agreement and negotiated the terms thereof.

During the weeks of March 17, 2024 and March 24, 2024 and thereafter, members of Spirit’s management team, together with Morgan Stanley, engaged in numerous in-person and virtual meetings with Airbus and its representatives to discuss the scope of the Airbus Business and a framework for the valuation thereof. Throughout this period and thereafter, Airbus and its representatives were provided additional due diligence materials.

On Thursday, March 21, 2024, representatives of Skadden distributed to representatives of Sullivan & Cromwell a revised draft of the proposed merger agreement for the Boeing Transaction which contemplated, among other terms and conditions, (i) the removal of the timing of the “outside date” pending further diligence, (ii) the removal of the use restrictions on the reverse termination fee, (iii) the inclusion of $300 million for the reverse termination fee and (iv) the re-inclusion of certain provisions of Skadden’s draft of the proposed merger agreement for the Boeing Transaction as of Friday, March 8, 2024, including with respect to obligations on Boeing to obtain required regulatory approvals and contractual consents, interim operating covenants, the treatment of employee equity awards, termination rights, representations and warranties and the definition of “material adverse effect.”

On and after Thursday, March 21 and prior to Tuesday, March 26, 2024, representatives of Skadden and representatives of Sullivan & Cromwell held numerous calls to discuss and negotiate the terms and conditions of the proposed merger agreement for the Boeing Transaction.

On Friday, March 22, 2024, the Spirit Board held a meeting to discuss, among other matters, the status of the Boeing Transaction and the Airbus Transaction. Members of Spirit’s management and representatives of Skadden and Morgan Stanley were in attendance. The Spirit Board received an update on the status of each of the potential transactions, including the status of Boeing’s and Airbus’s respective due diligence processes (including, with respect to Airbus, the recent in-person meetings). Representatives of Skadden reviewed with the Spirit Board the current terms and conditions of the proposed merger agreement and discussed with the Spirit Board the potential response thereto.

On Monday, March 25, 2024, Boeing announced that it was Mr. Calhoun’s intention to step down as Boeing’s President and Chief Executive Officer by the end of 2024 and that the Boeing Board was conducting a search for Mr. Calhoun’s successor.

On Tuesday, March 26, 2024, representatives of Sullivan & Cromwell distributed to representatives of Skadden a revised draft of the proposed merger agreement for the Boeing Transaction which generally reflected the terms and conditions negotiated between the representatives of Skadden and Sullivan & Cromwell during the previous week and also, among other terms and conditions, re-inserted the use restrictions on the reverse termination fee, removed $300 million as the amount of the reverse termination fee (without providing a counterproposal), and reserved on the regulatory efforts covenant pending further discussion regarding the Airbus Transaction. Thereafter, representatives of Skadden and Sullivan & Cromwell continued to negotiate the terms and conditions of the proposed merger agreement for the Boeing Transaction.

On Wednesday, March 27, 2024, following discussions between Boeing and Spirit of Boeing’s interest in the potential impact of the Airbus Transaction on the Boeing Transaction and Boeing’s belief that the sale of Spirit’s facilities and operations supporting Airbus programs would be the most efficient way to obtain regulatory approvals, representatives of Davis Polk & Wardwell LLP, Airbus’s legal counsel (“Davis Polk”), distributed to representatives of Skadden the proposed tri-party confidentiality agreement to be entered into by and among Spirit, Boeing and Airbus (the “Tri-Party Confidentiality Agreement”). The purpose of the Tri-Party Confidentiality Agreement was to permit diligence and transaction information to be shared between and among the parties.

On Friday, March 29, 2024, the Spirit Board held a meeting to discuss, among other matters, the status of the Boeing Transaction and the Airbus Transaction. Members of Spirit’s management and representatives of Skadden and Morgan Stanley were in attendance. The Spirit Board received an update on the status of each of the potential transactions, including the status of Boeing’s and Airbus’s respective due diligence processes. The Spirit Board also discussed and considered Boeing’s request that Boeing be involved in discussions with Airbus regarding the Airbus Transaction and how (and under what restrictions) information would be shared among Spirit, Boeing and Airbus. Regarding the Boeing Transaction, representatives of Skadden reviewed with the Spirit Board the current terms and conditions of the proposed merger agreement and discussed with the Spirit Board the potential response thereto. Regarding the Airbus Transaction, Mr. Shanahan summarized the negotiations with Airbus during the previous weeks, including that Airbus had indicated that it would expect to receive a payment in excess of $1.2 billion (payable to Airbus) to acquire the Airbus Business. The Spirit Board discussed and considered potential alternatives to the Airbus Transaction, including the potential divestiture to third parties and other options under the parties’ commercial contracts. Following discussion and consideration, the Spirit Board determined that Spirit’s management team, together with Skadden and Morgan Stanley, should continue to analyze potential alternatives to the Airbus Transaction while also progressing the negotiations with Boeing for the Boeing Transaction and with Airbus for the Airbus Transaction, in each case with a view toward maximizing value to Spirit Stockholders.

On Saturday, March 30, 2024, representatives of Skadden distributed to representatives of Sullivan & Cromwell a revised draft of the proposed merger agreement for the Boeing Transaction which generally reflected the terms and conditions negotiated between the representatives of Skadden and Sullivan & Cromwell during the previous week and also contemplated, among other terms and conditions, (i) expanded exceptions to the interim operating covenants and revisions to the “bring down” standard of the representations and warranties and the termination provisions and (ii) the removal of the use restrictions on the reverse termination fee and the re-inclusion of $300 million as the amount of the reverse termination fee. Thereafter, representatives of Skadden and Sullivan & Cromwell continued to negotiate the terms and conditions of the proposed merger agreement for the Boeing Transaction.

April 2024

Following negotiations, on Tuesday, April 9, 2024, Spirit, Boeing and Airbus entered into the Tri-Party Confidentiality Agreement. The Tri-Party Confidentiality Agreement did not include an express “standstill” covenant by Airbus.

In early April 2024, representatives of Spirit contacted representatives of Boeing to discuss potential advances, loans or other financial accommodations by Boeing to support Spirit’s operations, Boeing programs and financial condition. In response to Spirit’s request, from early April 2024 through Thursday, April 18, 2024, members of management of each of Spirit and Boeing discussed and negotiated a proposed memorandum of agreement to be entered into between Spirit and Boeing providing for, among other things, a $425 million cash advance payment to Spirit in respect of certain existing commercial arrangements between the parties (the “April 2024 Spirit/Boeing Memorandum of Agreement”). Following, and in light of, the discussions with Boeing regarding the April 2024 Spirit/Boeing Memorandum of Agreement (together with the Spirit Board’s and Spirit’s management’s continued review of Spirit’s financial condition and prospects), members of management of Spirit instructed Morgan Stanley, who had historically advised Spirit on financing transactions, to review and prepare proposals for potential loan and other liquidity solutions for Spirit. Spirit’s management had determined that Morgan Stanley would be best suited to provide such proposals to Spirit given Morgan Stanley’s familiarity with Spirit and its financial condition and prospects which Spirit’s management believed would increase the speed and efficiency at which Morgan Stanley could operate.

On Wednesday, April 10, 2024, representatives of Sullivan & Cromwell distributed to representatives of Skadden a revised draft of the proposed merger agreement for the Boeing Transaction which generally reflected the terms and conditions negotiated between representatives of Skadden and Sullivan & Cromwell during the previous week and also contemplated, among other terms, (i) revisions to the regulatory efforts covenant that provided Spirit with the ability to control the negotiations with Airbus in respect of the Airbus Transaction for a period of 90 days following the signing of the merger agreement for the Boeing Transaction, (ii) the re-inclusion of the use restrictions on the reverse termination fee and the continued rejection of $300 million as the amount of the reverse termination fee (without providing a counterproposal), (iii) revisions to employee benefits matters and the treatment of employee equity awards and (iv) revisions to the termination rights, conditions to closing, representations and warranties, the definition of “material adverse effect” and the interim operating covenants.

On Friday, April 12, 2024, the Spirit Board held a meeting to discuss, among other matters, the status of the Boeing Transaction, the status of the Airbus Transaction and the April 2024 Spirit/Boeing Memorandum of Agreement. Members of Spirit’s management and representatives of Skadden and Morgan Stanley were in attendance. The Spirit Board received an update on and discussed the status of each of the potential transactions, including the status of Boeing’s and Airbus’s respective due diligence processes including, with respect to the Airbus Transaction, the proposed in-person tri-party meetings between Spirit, Boeing, Airbus and their respective advisors to be held in New York the following week. Regarding the Boeing Transaction, representatives of Skadden reviewed with the Spirit Board the current terms and conditions of the proposed merger agreement and the Spirit Board discussed and considered Spirit’s response thereto. Representatives of Skadden and Morgan Stanley also reviewed with the Spirit Board various process considerations with respect to the Boeing Transaction and the Airbus Transaction. Regarding the Airbus Transaction, the Spirit Board received an update on Airbus’s framework for the valuation of the Airbus Business, which Airbus had indicated would include Spirit paying the costs to separate the Airbus Business from the remainder of Spirit’s businesses and would not give Spirit the benefit of certain of the pricing, production, delivery and other matters that were previously under negotiation between Spirit and Airbus. The Spirit Board discussed and considered Spirit’s response thereto. Finally, the Spirit Board reviewed and approved the April 2024 Spirit/Boeing Memorandum of Agreement.

Beginning on Monday, April 15, 2024, and continuing through Wednesday, April 17, 2024, members of management of each of Spirit, Boeing and Airbus, together with their respective legal and financial advisors, held in-person meetings in New York with Spirit and Airbus reviewing, discussing and negotiating the terms and conditions of the Airbus Transaction. During the course of the discussions and negotiations, Airbus revised its framework for the valuation of the Airbus Business from an amount in excess of negative $1.2 billion (payable to Airbus) to approximately negative $750 million (payable to Airbus). At this time, members of management of Airbus informed members of management of Spirit that any valuation by Airbus of the Airbus Business would not take into account potential contract amendments (with respect to pricing, production, delivery and other matters) that were previously under negotiation between Spirit and Airbus.

During these meetings, on Tuesday, April 16, 2024, representatives of Davis Polk distributed to representatives of Skadden and Sullivan & Cromwell the first draft of the proposed term sheet for the Airbus Transaction, which contemplated, among other terms and conditions, (i) that the term sheet would be entered into between Spirit and Airbus, with Boeing providing a guaranty of Spirit’s obligations upon the signing of the definitive agreements with respect to the Airbus Transaction, (ii) that the term sheet was non-binding on any party, (iii) a payment to Airbus (with no proposed amount) as consideration for Airbus’s acquisition of the Airbus Business, (iv) that amounts owed to Airbus under existing commercial agreements with Spirit would be repaid by Spirit at the closing of the Airbus Transaction, (v) the proposed scope of the Airbus Business, including the businesses, operations, personnel, intellectual property, assets and liabilities thereof, (vi) that Spirit would pay Airbus’s fees and expenses in connection with the Airbus Transaction, (vii) among other closing conditions, that the closing of the Airbus Transaction was conditioned on the substantially concurrent closing of the Boeing Transaction and (viii) a 60-day exclusivity period for Airbus commencing on the date the term sheet is entered into. Thereafter, members of management of Spirit and Boeing, together with representatives of Skadden and Sullivan & Cromwell, discussed, reviewed and prepared revisions to the proposed term sheet for the Airbus Transaction that had been distributed to the parties by Davis Polk.

On Wednesday, April 17, 2024, following the conclusion of these meetings, the Spirit Board was provided an update on, and summary of, these meetings. Thereafter, Spirit continued its review and consideration of potential alternatives to the Airbus Transaction, including the potential divestiture to third parties, options under the parties’ commercial contracts and other alternatives, while also continuing to negotiate with Airbus for the Airbus Transaction.

On Thursday, April 18, 2024, Spirit’s wholly owned subsidiary that is party to commercial agreements with Boeing, Spirit AeroSystems, Inc., and Boeing entered into the April 2024 Spirit/Boeing Memorandum of Agreement, which Spirit publicly disclosed on Tuesday, April 23, 2024.

During the weeks of April 14, 2024, and April 21, 2024, representatives of Skadden and Sullivan & Cromwell continued to exchange drafts of the proposed merger agreement for the Boeing Transaction and negotiate the terms and conditions thereof. Certain of the material provisions that remained unresolved included (i) the amount of and the use restrictions on the reverse termination fee (along with a new proposal from Boeing that the cash advances under the April 2024 Spirit/Boeing Memorandum of Agreement and certain other cash advances owed by Spirit to Boeing would be repaid to Boeing upon the termination of the merger agreement in certain circumstances), (ii) certain of the “bring down” standards of the representations and warranties, (iii) certain operational exceptions to the restrictions in the interim operating covenants, (iv) certain of the situations in which the Spirit termination fee and Boeing reverse termination fee would be payable, (v) the definition of “material adverse effect” and (vi) matters in respect of employee benefits and the treatment of employee equity awards.

During the week of April 21, 2024, members of management of each of Spirit and Airbus, together with their respective financial advisors, continued to review, discuss and negotiate the scope of the

Airbus Business and the financial terms of the Airbus Transaction. On Sunday, April 28, 2024, members of management of Spirit presented to Airbus a proposal on the scope of the Airbus Business and the valuation of the Airbus Transaction. Among other matters included in the proposal, Spirit’s proposal set forth a framework for the valuation of the Airbus Business of positive $429 million (payable to Spirit). Among other factors, Spirit’s proposal took into account the benefit of certain of the pricing, production, delivery and other matters that were previously under negotiation between Spirit and Airbus.

On Monday, April 29, 2024, representatives of Airbus sent a letter to Spirit claiming that Spirit had breached certain of its commercial contracts with Airbus relating to late deliveries and informing Spirit that Airbus intended to submit a claim to Spirit for liquidated damages. Airbus has submitted similar claims to Spirit periodically during the previous several years, and the parties would typically negotiate such claims through a Spirit operational performance improvement plan that would offset against such damages.

May 2024

Beginning on Thursday, May 2, 2024, and continuing through Friday, May 3, 2024, members of management of each of Spirit, Boeing and Airbus, together with certain of their respective legal and financial advisors, held in-person meetings in New York with Spirit and Airbus continuing discussions and negotiation of the scope of the Airbus Business and the terms and conditions of the Airbus Transaction. During the course of the discussions and negotiations, Airbus revised its framework for the valuation of the Airbus Business from approximately negative $750 million (payable to Airbus) to negative $559 million (payable to Airbus), subject to adjustments based on the final scope of the Airbus Business at the closing of the Airbus Transaction. Members of management of Airbus communicated to members of management of each of Spirit and Boeing that Airbus had proposed a substantial compromise from Airbus’s original proposal of more than $1.2 billion (payable to Airbus), that Airbus was not likely to consider any additional compromises in this regard and that Airbus’s valuation of the Airbus Business would not take into account the potential outcome of the pricing, production, delivery and other matters that were previously under negotiation between Spirit and Airbus.

On Friday, May 3, 2024, representatives of Airbus sent a letter to Spirit claiming $27 million in liquidated damages relating to late deliveries under certain of the commercial contracts between the parties during the period from October 1, 2022 through December 31, 2023.

On Friday, May 3, 2024, the Spirit Board held a meeting to further discuss and consider, among other matters, the Boeing Transaction and the Airbus Transaction, including the potential timing, status and terms thereof. Members of Spirit’s management and representatives of Morgan Stanley and Skadden were in attendance. The Spirit Board received an update on, and discussed the status of, each of the potential transactions, including through a review of the presentation materials distributed to the Spirit Board in advance of the meeting. The Spirit Board reviewed and discussed Airbus’s framework for the valuation of the Airbus Business and considered Spirit’s response thereto. In discussing Airbus’s framework for the valuation of the Airbus Business, the Spirit Board discussed and considered Airbus’s statements during the previous week, including that it would not continue to negotiate regarding potential amendments to Spirit’s contracts with Airbus and therefore, Airbus’s framework for the valuation of the Airbus Business would not take into account the potential outcome thereof. Representatives of Skadden also reviewed with the Spirit Board the current terms and conditions of the proposed merger agreement for the Boeing Transaction and the proposed term sheet for the Airbus Transaction, and the Spirit Board discussed and considered Spirit’s responses thereto. The Spirit Board also reviewed and discussed Spirit’s financial condition and prospects, which had worsened; Spirit’s outlook on its long-term value to shareholders was negatively impacted

by (i) the absence of contract amendments (with respect to pricing, production, delivery and other matters) that were previously under negotiation between Spirit and Airbus and (ii) Boeing’s anticipated production rates (and the related impact on Spirit’s business outlook as a supplier to Boeing) that had been communicated to Spirit by Boeing.

During the weekend of May 4, 2024, Mr. Calhoun and Mr. Johnson had a call during which Mr. Calhoun raised the need for a potential price adjustment for the Boeing Transaction given, from Boeing’s perspective, (i) Boeing’s potential obligation to pay the final proposed payment to Airbus in connection with the Airbus Transaction and (ii) following Boeing’s discussions with Spirit regarding the April 2024 Spirit/Boeing Memorandum of Agreement and Boeing’s continued financial due diligence of Spirit regarding its financial condition and prospects, Boeing’s belief that Spirit may need to incur incremental indebtedness prior to the closing of the Boeing Transaction and/or obtain additional financial accommodations, loans or advances from Boeing prior to the closing of the Boeing Transaction. Mr. Calhoun stated that Boeing was continuing to review the matter and representatives of Boeing would be in touch at a later date with specifics, but preliminarily Boeing was considering a revised pricing framework for the Boeing Transaction consisting of a merger consideration of $35.50 per share in cash, subject to upward adjustments based on, among other things, the proceeds of certain contemplated asset sales by Spirit to third parties other than Airbus prior to the closing of the Boeing Transaction (the “May 4 Preliminary Indication”). Mr. Johnson did not respond at that time.

On Monday, May 6, 2024, representatives of Skadden distributed to representatives of Davis Polk a revised draft of the proposed term sheet for the Airbus Transaction which contemplated, among other terms and conditions, (i) a rejection of the provision that required Boeing to guarantee the obligations of Spirit, (ii) that the term sheet was binding on Spirit and Airbus (with no due diligence condition to the obligations of Airbus), (iii) Spirit’s payment of $559 million to Airbus, subject to adjustments based on the final scope of the Airbus Business and certain working capital adjustments at the closing of the Airbus Transaction, (iv) refinements to the proposed scope of the Airbus Business, including the businesses, operations, personnel, intellectual property and assets and liabilities thereof, (v) a rejection of the provision that would require Spirit to indemnify Airbus for pre-closing liabilities of the Airbus Business, (vi) a rejection of the provision that would require Spirit to pay Airbus’s fees and expenses in connection with the Airbus Transaction and (vii) removal of the 60-day exclusivity period for Airbus proposed to commence on the date of the term sheet.

Thereafter and continuing throughout the week of May 6, 2024, Spirit, Boeing, Airbus and their respective advisors continued to review, discuss and negotiate the terms and conditions of the proposed term sheet for the Airbus Transaction. Throughout this period and thereafter, members of Spirit’s and Airbus’s management, together with their respective advisors, participated in numerous in-person and virtual due diligence meetings and a substantial number of materials were made available to Airbus and its advisors in a virtual data room.

Also on Monday, May 6, 2024, representatives of Skadden distributed to representatives of Sullivan & Cromwell a revised draft of the proposed merger agreement for the Boeing Transaction which generally reflected the terms and conditions negotiated between representatives of Skadden and Sullivan & Cromwell during the previous week. Certain of the material provisions that remained unresolved included (i) the amount of and the use restrictions on the reverse termination fee, (ii) whether the cash advances under the April 2024 Spirit/Boeing Memorandum of Agreement and certain other cash advances owed by Spirit to Boeing would be repaid to Boeing upon the termination of the merger agreement in certain circumstances, (iii) Spirit’s proposal of a Spirit termination fee equal to 2.5% of the equity value of Spirit (implied by the proposed merger consideration), (iii) certain of the situations in which the Spirit termination fee and Boeing reverse termination fee would be payable and (iv) matters in respect of employee benefits and the treatment of employee equity awards.

On Tuesday, May 7, 2024, the Spirit Board held a meeting to further discuss and consider, among other matters, the Boeing Transaction and the Airbus Transaction, including the potential timing, status and terms thereof. Members of Spirit’s management and representatives of Morgan Stanley and Skadden were in attendance. The Spirit Board received an update on, and discussed the status of, each of the potential transactions, including, with respect to the Boeing Transaction, the May 4 Preliminary Indication and Boeing’s stated reasons for the May 4 Preliminary Indication as communicated by Boeing to Spirit. The Spirit Board also reviewed and discussed Spirit’s financial condition and prospects, including potential solutions to address Spirit’s liquidity position. Following discussion and consideration, the Spirit Board determined that Spirit should seek to accelerate the negotiations with each of Boeing and Airbus, seek to finalize the transactions on the terms discussed with the Spirit Board, and to do so with a view toward not having Boeing seek to renegotiate for a reduction to the previously proposed $40.00 per share in cash merger consideration for the Boeing Transaction. The Spirit Board also instructed Mr. Johnson to communicate to Mr. Calhoun that the delays in finalizing the transactions (and Boeing seeking to renegotiate the previously proposed $40.00 per share in cash merger consideration) were putting the Boeing Transaction at risk.

On Wednesday, May 8, 2024, in connection with the Boeing Board’s ongoing search for a successor to Mr. Calhoun, Steven M. Mollenkopf, Chair of the Boeing Board, asked Mr. Shanahan, who had previously served in multiple leadership roles at Boeing, if he would be interested in being considered as a candidate for the role of Boeing’s President and Chief Executive Officer. Mr. Shanahan responded that he would not rule out being considered for the role. Prior to such conversation, the Boeing Board had discussed Mr. Shanahan as one of a number of qualified candidates for consideration for such role. Shortly after the conversation, Mr. Shanahan notified Mr. Johnson and Ms. Esteves of the outreach from Mr. Mollenkopf and Mr. Shanahan’s response thereto, and Mr. Johnson and Ms. Esteves subsequently provided the same update to other members of the Spirit Board. After weighing the risks of potential or actual conflicts of interest that could arise from Mr. Shanahan’s participation in discussions and negotiations with Boeing on behalf of Spirit in respect of the Boeing Transaction while he was under consideration for employment by Boeing in a leadership role, on the one hand, and the continued benefit to Spirit and its stockholders of Mr. Shanahan’s continued involvement in the discussions and negotiations with Boeing in respect of the Boeing Transaction, on the other hand, the directors determined, with agreement from Mr. Shanahan, that Mr. Johnson and Ms. Esteves would continue to lead the discussions and negotiations with Boeing regarding the Boeing Transaction, with Mr. Shanahan providing his input and viewpoint as requested by Mr. Johnson and Ms. Esteves. After consideration of a number of qualified candidates, the Boeing Board ultimately selected Robert K. Ortberg to serve as President and Chief Executive Officer of Boeing, based on the experience and qualifications described in the section entitled “Board of Directors and Management of Boeing Following Completion of the Merger” beginning on page 108 of this proxy statement/prospectus.

On Sunday, May 12, 2024, representatives of Sullivan & Cromwell distributed to representatives of Skadden a bullet-point summary of Boeing’s revised proposal for the merger consideration (the “May 12 Non-Binding Proposal”). The May 12 Non-Binding Proposal included proposed adjustments to the per share merger consideration based on (i) (as an increase) the proceeds from the sale of Spirit’s operations in Prestwick, Scotland that support Airbus programs (the “Prestwick Business”) to a third party other than Airbus prior to the closing of the Boeing Transaction and (ii) (as a decrease) any new third-party debt incurred by Spirit after the signing of the merger agreement for the Boeing Transaction and the amount of any advances made by Boeing to Spirit under the April 2024 Spirit/Boeing Memorandum of Agreement or after the signing of the Boeing Transaction that remained outstanding at the closing of the Boeing Transaction. Members of Boeing’s management communicated to members of Spirit’s management Boeing’s rationale for the May 12 Non-Binding Proposal, being that, following the recent negotiations with Airbus, Boeing was not willing to pay to Airbus the purchase price for the Airbus Transaction that had been proposed by Airbus, and that if Spirit needed to incur new indebtedness to fund the Airbus Transaction, such indebtedness would serve to reduce the per share merger consideration for the Boeing Transaction. The May 12 Non-Binding Proposal did not include a “hard floor” per share merger consideration for the Boeing

Transaction (i.e., the potential downward adjustment to the per share merger consideration for the Boeing Transaction was uncapped). The May 12 Non-Binding Proposal also did not include or reference the amount of the merger consideration.

On Monday, May 13, 2024, representatives of Davis Polk distributed to the representatives of Skadden and Sullivan & Cromwell a revised version of the proposed term sheet for the Airbus Transaction, which contemplated, among other terms and conditions, (i) a “keep well” arrangement in favor of Spirit that would be put in place at the closing of the Airbus Transaction (instead of the guarantee), (ii) further refinements to the proposed scope of the Airbus Business, including the businesses, operations, personnel, intellectual property, assets and liabilities thereof, (iii) an acceptance of the removal of the 60-day exclusivity period for Airbus, (iv) an acceptance that the parties’ obligation to negotiate in good faith the definitive agreements for the Airbus Transaction based on the term sheet is binding and (iv) a variety of other terms and conditions that remained bracketed pending the progression of Airbus’s due diligence of the Airbus Business.

Beginning on Tuesday, May 14, 2024, and continuing through Thursday, May 16, 2024, members of management of each of Spirit, Boeing and Airbus, together with their respective legal and financial advisors, held in-person meetings in New York with the parties reviewing, discussing and negotiating the scope of the Airbus Business and the terms and conditions of the Airbus Transaction. At the conclusion of the meetings, the material provisions that remained unresolved included the guarantee/keep-well arrangement, the allocation of intellectual property, the allocation of pre-closing liabilities and related indemnification obligations and the responsibility for pension obligations.

On Friday, May 17, 2024, the Spirit Board held a meeting to further discuss and consider, among other matters, the Boeing Transaction and the Airbus Transaction, including the potential timing, status and terms thereof, and to review and consider additional financial valuation analysis materials from Morgan Stanley. Members of Spirit’s management and representatives of Morgan Stanley and Skadden were in attendance. The Spirit Board received an update on, and discussed the status of, each of the potential transactions. Regarding the Boeing Transaction, the Spirit Board reviewed and discussed the May 4 Preliminary Indication, Boeing’s stated reasons for the May 4 Preliminary Indication as communicated by Boeing to Spirit and the May 12 Non-Binding Proposal. Among other matters, the Spirit Board weighed the risks, opportunities and considerations in responding to the May 4 Preliminary Indication and the May 12 Non-Binding Proposal. In this regard, the Spirit Board continued to discuss Spirit’s financial condition and prospects, which had worsened, and weighed the May 4 Preliminary Indication and the May 12 Non-Binding Proposal against Spirit’s long-term value and prospects. Following discussion, the Spirit Board determined that Spirit should seek to accelerate the negotiations with each of Boeing and Airbus, and seek to finalize the transactions on the terms discussed with the Spirit Board, which did not include an acceptance in any respect of the May 4 Preliminary Indication or the May 12 Non-Binding Proposal or any change to the per share merger consideration. Next, the Spirit Board reviewed the work that had been undertaken to update and refine Spirit’s standalone strategic plan, to take into account, among other factors, updated information regarding pricing, rates and margin with respect to Spirit’s businesses with Boeing and Airbus. Representatives of Morgan Stanley then reviewed with the Spirit Board an updated preliminary financial analysis, including a review of Spirit’s updated standalone strategic plan and the assumptions, projections and sensitivities thereto. As part of the Spirit Board’s continued review and discussion of Spirit’s financial condition and prospects, the Spirit Board had previously instructed members of management of Spirit to discuss with representatives of Morgan Stanley potential loan or other liquidity solutions and, at the meeting, the Spirit Board reviewed and considered the proposed terms and conditions of the potential $350 million bridge loan facility to be provided by Morgan Stanley (the “Morgan Stanley Bridge Facility”) that had been distributed to the Spirit Board in advance of the meeting. Following further discussion and consideration, the Spirit Board authorized the negotiation of the definitive documentation for the Morgan Stanley Bridge Facility. In light of the

potential conflict that the Morgan Stanley Bridge Facility posed, the Spirit Board determined that it would be prudent to retain an additional financial advisor to the Spirit Board in addition to Morgan Stanley. Accordingly, after the meeting, the Spirit Board instructed members of Spirit’s management to contact representatives of Moelis, who had previously acted as a financial advisor to Spirit on various matters, to act as financial advisor to Spirit and the Spirit Board in connection with the consideration of the Boeing Transaction and to be the institution to provide a fairness opinion to the Spirit Board were the Boeing Transaction to proceed. Moelis began its engagement shortly thereafter.

On Saturday, May 18, 2024, representatives of Sullivan & Cromwell distributed to representatives of Skadden a revised draft of the proposed merger agreement for the Boeing Transaction which contemplated, among other terms and conditions, (i) the inclusion of provisions implementing the May 12 Non-Binding Proposal and a footnote indicating that Boeing would be proposing a new price per share for the merger consideration (collectively in this clause (i), the “May 18 Non-Binding Proposal”), (ii) Boeing’s acceptance of the Spirit termination fee of 2.5% of equity value subject to Spirit’s agreement that the Boeing reverse termination fee is 5% of equity value (in each case, based on the revised per share merger consideration) and Boeing’s acceptance that there are no use restrictions on the reverse termination fee (save for the repayment of any then-outstanding advances owed by Spirit to Boeing) and (iii) Boeing’s continued rejection of Spirit’s proposals regarding employee benefits and the treatment of employee equity awards.

During the weeks of May 19, 2024 and May 26, 2024, Mr. Johnson and Mr. Calhoun periodically communicated to discuss the status and timing of both the Boeing Transaction and the Airbus Transaction. Mr. Calhoun reiterated Boeing’s continued interest in the Boeing Transaction.

Also during the weeks of May 19, 2024 and May 26, 2024, members of management of each of Spirit, Boeing and Airbus, together with their respective legal and financial advisors, continued to discuss and negotiate the scope of the Airbus Business and the terms and conditions of the Airbus Transaction. Throughout this period, members of management of each of Spirit, Boeing and Airbus, together with their respective advisors, participated in a substantial number of virtual due diligence meetings and a substantial number of materials were made available to Boeing and Airbus and their respective advisors. On Tuesday, May 28, 2024 and Friday, May 31, 2024, the parties exchanged various drafts of the proposed term sheet for the Airbus Transaction which generally reflected the terms and conditions negotiated between the parties over the previous two weeks. Certain of the material provisions that remained unresolved included those with respect to the allocation of intellectual property, matters with respect to employees, employee transfers and pensions and Airbus’s due diligence condition prior to entering into definitive agreements for the Airbus Transaction.

On Friday, May 31, 2024, the Spirit Board held a meeting to further discuss and consider, among other matters, the Boeing Transaction and the Airbus Transaction, including the potential timing, status and terms thereof. Members of Spirit’s management and representatives of Skadden and Morgan Stanley reviewed with the Spirit Board the terms and conditions most recently proposed by each of Airbus (in respect of the term sheet for the Airbus Transaction) and Boeing (in respect of the merger agreement and disclosure schedules for the Boeing Transaction). Following discussion and consideration, the Spirit Board determined that Spirit should seek to finalize the negotiations with each of Airbus and Boeing on the terms discussed with the Spirit Board, including rejection of the May 18 Non-Binding Proposal.

June 2024

Throughout the month of June 2024, members of management of each of Spirit, Boeing and Airbus, together with their respective legal and financial advisors, exchanged numerous drafts of the proposed term sheet for the Airbus Transaction and held numerous negotiation and diligence sessions regarding

the Airbus Business. The parties exchanged drafts of the proposed term sheet for the Airbus Transaction on Saturday, June 1, 2024, Tuesday, June 4, 2024, Monday, June 10, 2024, Wednesday, June 12, 2024, Friday, June 14, 2024, Monday, June 17, 2024, Wednesday, June 19, 2024, Thursday, June 20, 2024, Wednesday, June 26, 2024, and Friday, June 28, 2024. In addition, throughout the month of June, members of management of each of Spirit and Airbus, together with their respective legal advisors, discussed and negotiated the terms and conditions of the proposed commercial memorandum of understanding to be entered into between Spirit and Airbus providing for, among other things, and in each case in respect of certain of Spirit’s commercial arrangements with Airbus, a financial support package from Airbus to Spirit, an acceleration of the payment from Airbus to Spirit in respect of certain non-recurring costs to be incurred by Spirit and a non-interest bearing forgivable line of credit made available by Airbus to Spirit (the “June 2024 Spirit/Airbus Memorandum of Understanding”).

On Tuesday, June 4, 2024, Mark J. Suchinski stepped down as Spirit’s Chief Financial Officer to pursue another opportunity, and Ms. Esteves was appointed as Spirit’s Chief Financial Officer.

On Wednesday, June 5, 2024, representatives of Skadden distributed to representatives of Sullivan & Cromwell a revised draft of the proposed merger agreement for the Boeing Transaction which contemplated, among other terms, (i) the rejection of the terms implementing the May 18 Non-Binding Proposal, (ii) the re-inclusion of the $300 million Boeing reverse termination fee, (iii) the inclusion of an “Expanded Divestiture Perimeter” to permit Spirit to divest Spirit’s operations in Belfast, Northern Ireland (other than the operations that are part of the Airbus Business) and Subang, Malaysia, the Prestwick Business and Spirit’s wholly owned subsidiary, Fiber Materials, Inc. (in all cases without any adjustment to the per share merger consideration in the Boeing Transaction), (iv) the inclusion of a provision requiring Boeing to implement an arrangement to enable Spirit to pay the final consideration to Airbus under the definitive agreements for the Airbus Transaction and (v) the re-inclusion of Spirit’s position on employee benefits matters and the treatment of employee equity awards.

Shortly thereafter, beginning on Thursday, June 6, 2024 and continuing through Saturday, June 8, 2024, Mr. Calhoun contacted Mr. Johnson, and members of management of Boeing contacted Mr. Shanahan and Ms. Esteves, to discuss the May 18 Non-Binding Proposal. As communicated by the representatives of Boeing, Boeing was not willing to bear the risk of the final payments to Airbus for the Airbus Transaction (which would include the agreed-upon purchase price, the repayment of any loans or advances to Airbus, the satisfaction (by payment to Airbus) of any amounts owed to Airbus under commercial contracts for liquidated damages and the potential further increase to the purchase price payable to Airbus for certain pension obligations assumed by Airbus). During these discussions, the representatives of Boeing indicated that Boeing would be prepared to pay $35.50 per share in cash for the Boeing Transaction, subject to a per share adjustment based on (i) (as an increase) the proceeds in a sale to a third party (other than Airbus) of the Prestwick Business and (ii) (as a decrease) the amount of (a) any new third-party debt incurred by Spirit after the signing of the merger agreement for the Boeing Transaction, (b) the then-outstanding amount of any advances by Boeing to Spirit at the closing of the Boeing Transaction, and (c) any contractual liquidated damages and loan or cash advance repayment obligations, in each case, payable by Spirit to Airbus on or after signing and at or prior to the closing of the Boeing Transaction (or payable after the closing of the Boeing Transaction in respect of pre-closing conduct) (the “June 8 Non-Binding Proposal”).

On Sunday, June 9, 2024, the Spirit Board held a meeting to further discuss and consider, among other matters, the Boeing Transaction and the Airbus Transaction, including the potential timing, status and terms thereof. Members of Spirit’s management and representatives of Skadden and Morgan Stanley were in attendance and reviewed with the Spirit Board the June 8 Non-Binding Proposal. Representatives of Skadden reviewed with the Spirit Board the Spirit Board’s fiduciary duties and process considerations in connection with the Spirit Board’s review and consideration thereof. Following further discussion and consideration, including as to the status of Spirit’s

negotiations with Airbus for the Airbus Transaction and Spirit’s financial condition and prospects, which had been worsening, the Spirit Board determined that it was in the best interests of Spirit and Spirit Stockholders to continue to engage with Boeing based on the June 8 Non-Binding Proposal, provided that Spirit should (i) obtain Boeing’s agreement that a “hard floor” per share merger consideration for the Boeing Transaction will be set at $35.50 per share (i.e., in no event would any adjustment cause the per share merger consideration to be less than $35.50), (ii) obtain a commitment from Boeing in the merger agreement for the Boeing Transaction that Boeing will fund the final payment to Airbus for the Airbus Transaction regardless of what it might be and (iii) negotiate for the Expanded Divestiture Perimeter and other adjustments that provide Spirit with a path to increase the merger consideration from $35.50 per share in cash.

Later in the day on Sunday, June 9, 2024, representatives of Skadden distributed to representatives of Sullivan & Cromwell a revised draft of the proposed merger agreement for the Boeing Transaction which contemplated (i) a base merger consideration of $35.50 per share in cash, which would serve as a “hard floor” and (ii) a potential upward adjustment to the per share merger consideration based on the proceeds in a sale to a third party (other than Airbus) of the Prestwick Business, subject to a “hard cap” of $40.00 per share in cash.

Thereafter, during the week of June 9, 2024, members of management of each of Boeing and Spirit, together with their respective advisors, participated in a substantial number of negotiations and discussions regarding Spirit’s draft of the proposed merger agreement for the Boeing Transaction, dated June 9, 2024 and the June 8 Non-Binding Proposal. The representatives of Boeing continued to impress upon Spirit that Boeing was not willing to bear the risk of the final payments to Airbus for the Airbus Transaction (i.e., that Boeing was not willing to accept a “hard floor” for the per share merger consideration and that the downward adjustment would be uncapped). The representatives of Spirit provided further diligence information to the representatives of Boeing relating to the current and anticipated loans, advances and liquidated damages that might be owed to Airbus.

On Friday, June 14, 2024, the Spirit Board held a meeting to further discuss and consider, among other matters, Spirit’s financial condition and prospects, the Boeing Transaction and the Airbus Transaction, including the potential timing, status and terms thereof. Members of Spirit’s management and representatives of Skadden, Morgan Stanley and Moelis were in attendance. The Spirit Board received an update on Spirit’s financial condition and prospects from Spirit’s management. The Spirit Board also received an update on, and a summary of, the negotiations with Airbus and Boeing during the previous week. As part of the review, the Spirit Board discussed and considered the June 8 Non-Binding Proposal (as supplemented and refined by representatives of Boeing during the most recent discussions) to determine an appropriate response. Following discussion, it was determined that Spirit would respond with: (i) (a) a base per share merger consideration for the Boeing Transaction of $35.50 per share in cash, which would serve as a “hard floor” and (b) a potential upward adjustment to the per share merger consideration based on the proceeds in a sale to a third party (other than Airbus) of the Prestwick Business, subject to (I) an offset for any new contractual liquidated damages arising after the signing of the merger agreement for the Boeing Transaction and loans or advances made by Airbus to Spirit after the signing of the merger agreement for the Boeing Transaction and outstanding at the closing of the Airbus Transaction and (II) a “hard cap” of $40.00 per share in cash and (ii) Boeing committing in the merger agreement for the Boeing Transaction to fund Spirit with sufficient cash to pay the final payment to Airbus for the Airbus Transaction (the “June 14 Non-Binding Response”). The Spirit Board believed that while the June 14 Non-Binding Response narrowed the path for the per share merger consideration to increase from $35.50, it provided Spirit Stockholders with certainty on price (within a range) and more certainty of the closing of the Boeing Transaction. Following further discussion and consideration, the Spirit Board determined that it was in the best interests of Spirit and Spirit Stockholders to continue to engage with Boeing based on the June 14 Non-Binding Response. Finally, Moelis reviewed with the Spirit Board the work Moelis had done to

date in its preparation of its financial analysis with respect to Spirit and the Boeing Transaction based on Spirit’s standalone financial plan and Moelis was instructed by the Spirit Board to use the “base” plan in Spirit’s standalone financial plan for purposes of its financial analysis of the Boeing Transaction, which plan the Spirit Board believed provided the best estimate of Spirit’s outlook and future performance.

On Saturday, June 15, 2024, representatives of Skadden distributed to representatives of Sullivan & Cromwell a revised draft of the proposed merger agreement for the Boeing Transaction to supplement Skadden’s previous draft of Sunday, June 9, 2024, and which (i) implemented the June 14 Non-Binding Response and (ii) revised the Spirit termination fee to $113 million (being approximately 2.5% of equity value based on a per share merger consideration of $35.50). Members of management of each of Boeing and Spirit continued to have discussions on Saturday, June 15, 2024 and Sunday, June 16, 2024 and preliminarily aligned on (a) the base share merger consideration for the Boeing Transaction of $35.50 per share in cash, which would serve as a “hard floor,” potential upward adjustment to the per share merger consideration based on the proceeds in a sale to a third party (other than Airbus) of the Prestwick Business, subject to (I) among others, an offset for the amount of any contractual liquidated damages and loan or cash advance repayment obligations, in each case, payable by Spirit to Airbus on or after signing and at or prior to the closing of the Boeing Transaction (or payable after the closing of the Boeing Transaction in respect of pre-closing conduct) and (II) a “hard cap” of $40.00 per share in cash, and (b) a $300 million reverse termination fee. Other downward adjustments to the per share merger consideration were proposed by Boeing, but remained open following the conclusion of such discussions.

On Sunday, June 16, 2024, representatives of Sullivan & Cromwell distributed to representatives of Skadden a revised draft of the proposed merger agreement for the Boeing Transaction which contemplated, among other terms and conditions, (i) a general acceptance of the June 14 Non-Binding Response, except that the amount of (a) any liquidated damages and repayments of loans or advances paid by Spirit to Airbus on or after signing and at or prior to closing of the Boeing Transaction (or payable after the closing of the Boeing Transaction in respect of pre-closing conduct), (b) the excess of the cash amount to be paid by Spirit to Airbus for the Airbus Transaction over the proceeds from the Expanded Divestiture Perimeter, (c) any new (after the signing of the merger agreement for the Boeing Transaction) indebtedness for borrowed money incurred by Spirit and (d) any advances under the April 2024 Spirit/Boeing Memorandum of Agreement due and payable as of the closing of the Boeing Transaction would each be a further offset to the potential upward adjustment, if any, to the per share merger consideration based on the proceeds in a sale to a third party (other than Airbus) of the Prestwick Business, (ii) an acceptance of the Boeing $300 million reverse termination fee and a change to the Spirit termination fee to $150 million (from $113 million as previously proposed by Spirit), (iii) the continued rejection of Spirit’s proposal on matters in respect of employee benefits and the treatment of employee equity awards and (iv) amendments to the timing, terms and process under which Spirit would be permitted to pursue divestiture of the Expanded Divestiture Perimeter.

Thereafter, during the week of June 16, 2024, members of management of each of Spirit and Boeing, together with their respective legal and financial advisors, made substantial progress in negotiating the terms and conditions of the proposed merger agreement for the Boeing Transaction. During this same period, members of management of each of Spirit, Boeing and Airbus, together with their respective legal and financial advisors, made substantial progress in finalizing the terms and conditions of the proposed term sheet for the Airbus Transaction, and the parties began to discuss the specific plan and process for the signing of the agreements for the potential transactions, which was targeted for the end of the week subject to each party’s continued review and consideration (and, in the case of Spirit, the review and consideration of the Spirit Board).

On June 17, 2024, representatives of Spirit contacted representatives of Boeing and requested additional financial accommodations from Boeing to support Spirit’s operations, Boeing programs and

financial condition. From June 17, 2024 through Thursday, June 20, 2024, members of management of each of Spirit and Boeing discussed and negotiated a proposed amendment to the April 2024 Spirit/Boeing Memorandum of Agreement to provide for a loan of up to $40 million and to revise the repayment schedule under the April 2024 Spirit/Boeing Memorandum of Agreement. On Thursday, June 20, 2024, Boeing and Spirit entered into Amendment No. 1 to the April 2024 Spirit/Boeing Memorandum of Agreement, providing for Boeing to loan Spirit an additional $40 million (incremental to the $425 million previously advanced) on June 21, 2024 and defer repayment of $36.6 million due to Boeing on June 12, 2024, in accordance with the terms of the April 2024 Spirit/Boeing Memorandum of Agreement.

On Friday, June 21, 2024, Mr. Calhoun contacted Mr. Johnson to inform Spirit that, following further review by the Boeing Board, Boeing was no longer prepared to pay cash consideration for the Boeing Transaction. Rather, Boeing would propose as the per share merger consideration: (i) if the Prestwick Business is sold to Airbus, $37.00 per share, payable in Boeing Common Stock or (ii) if the Prestwick Business is sold to a third party, $36.50 per share, payable in Boeing Common Stock, plus a number of shares of Boeing Common Stock based on the proceeds in a sale to a third party (other than Airbus) of the Prestwick Business. In each case, the per share merger consideration would be subject to an exchange ratio collar of 0.18x-0.25x, equivalent to an approximately 16% collar around $176.56, a recent trading price of the Boeing Common Stock (the foregoing in this paragraph, the “June 21 Non-Binding Proposal”). During that discussion, and in subsequent discussions shortly thereafter between members of Boeing and Spirit management, representatives of Boeing stated that Boeing was no longer willing to pay cash consideration for the Boeing Transaction because of, among other reasons, Boeing’s focus on maintaining its investment grade credit rating and Boeing’s view of Spirit’s financial condition and prospects, which included Boeing’s belief that, prior to the closing of the Boeing Transaction, Spirit may need to incur incremental indebtedness (including under the Morgan Stanley Bridge Facility) and/or obtain additional financial accommodations, loans or advances from Boeing or Airbus. Members of Boeing management also stated that, if Spirit was willing to proceed on the basis of the June 21 Non-Binding Proposal, Boeing was prepared to sign the proposed merger agreement for the Boeing Transaction as soon as possible, targeting for a signing within one week.

On Sunday, June 23, 2024, the Spirit Board held a meeting to further discuss and consider, among other matters, Spirit’s financial condition and prospects, the Boeing Transaction and the Airbus Transaction, including the potential timing, status and terms thereof. Members of Spirit’s management and representatives of Skadden, Morgan Stanley and Moelis were in attendance. Before Mr. Shanahan joined the meeting, the Spirit Board met in executive session to discuss Boeing’s outreach to Mr. Shanahan about being considered for the role of Boeing’s President and Chief Executive Officer. Among other matters discussed and considered, the directors discussed the importance of the Spirit Board’s continued oversight of that matter and the negotiations for the Boeing Transaction more generally, and the continued process by which the Spirit Board would maintain such oversight. The Spirit Board received, discussed and considered the June 21 Non-Binding Proposal (which had been communicated to the Spirit Board in advance of the meeting) and received further information and analysis from members of Spirit’s management (including a summary of the communications with members of Boeing’s management since the June 21 Non-Binding Proposal was made) and the representatives of Skadden (with respect to fiduciary and legal matters) and Morgan Stanley and Moelis (with respect to financial matters). Among other matters, the Spirit Board weighed the risks, opportunities and considerations in responding to the June 21 Non-Binding Proposal, including the prospect of discontinuing negotiations with Boeing and continuing to operate as a standalone independent company or pursue other strategic and financial alternatives. In this regard, the Spirit Board continued to discuss Spirit’s financial condition and prospects, which had worsened, and weighed the June 21 Non-Binding Proposal against Spirit’s other strategic and financial alternatives, which the Spirit Board viewed as limited, uncertain and not more favorable than

the June 21 Non-Binding Proposal. Following further discussion and consideration, the Spirit Board determined that it was in the best interests of Spirit and Spirit Stockholders to continue to engage with Boeing on the basis of the June 21 Non-Binding Proposal. The Spirit Board instructed Mr. Shanahan and Ms. Esteves to engage with Boeing to seek to improve the June 21 Non-Binding Proposal to $38.00 per share in Boeing Common Stock (not subject to any adjustments, other than based on the exchange ratio and collar) and, in doing so, to condition any proposed acceptance of the June 21 Non-Binding Proposal by Spirit on (i) Boeing’s acceptance of Spirit’s most recent positions on the other terms and conditions in the proposed merger agreement for the Boeing Transaction, including Spirit’s ability to borrow under the potential Morgan Stanley Bridge Facility between the signing and the closing of the Boeing Transaction (without adjustment to the per share merger consideration for the Boeing Transaction) and Spirit’s proposal for a retention pool designed to incentivize and retain employees during the pendency of the Boeing Transaction and (ii) Boeing’s acceptance of the remaining unresolved terms in the proposed term sheet for the Airbus Transaction. Representatives of Spirit’s legal and financial advisors provided the Spirit Board with a summary of the intended plan for a due diligence review of Boeing and its businesses and operations in light of the merger consideration in the Boeing Transaction having changed to include Boeing Common Stock.

Shortly after the meeting, Ms. Esteves and Mr. Shanahan contacted members of Boeing’s management to respond to the June 21 Non-Binding Proposal consistent with the direction from the Spirit Board at the meeting. Discussions and negotiations continued between the parties from Monday, June 24, 2024 to Wednesday, June 26, 2024, during which Boeing generally rejected any proposed revisions to the June 21 Non-Binding Proposal.

On Monday, June 24, 2024, and Tuesday, June 25, 2024, members of management of each of Spirit and Boeing, together with their respective advisors, held in-person and virtual due diligence sessions regarding Boeing and its businesses and operations. In addition, representatives of Skadden conducted legal due diligence and representatives of Morgan Stanley and Moelis conducted financial due diligence, in each case on Boeing and its businesses and operations during such period and thereafter.

Throughout the week of June 24, 2024, members of management of each of Spirit, Boeing and Airbus, together with their respective legal advisors, negotiated the final terms and conditions of the proposed term sheet for the Airbus Transaction, exchanged numerous drafts of the proposed term sheet for the Airbus Transaction, and finalized the terms and conditions of the proposed term sheet for the Airbus Transaction for each party’s final review and consideration (and, in the case of Spirit, the final review and consideration of the Spirit Board).

On Tuesday, June 25, 2024, the Boeing Board, which had repeatedly discussed and been briefed on the Boeing Transaction over the prior months both as a full board and through its finance committee, met to discuss, among other matters, the Boeing Transaction, including the status and potential terms and timing thereof. Members of Boeing’s management and representatives of Sullivan & Cromwell and PJT Partners were in attendance, and reviewed the June 21 Non-Binding Proposal. Following discussion, the Boeing Board indicated that it was supportive of Boeing’s proposal to Spirit of a merger consideration of $37.00 per share payable in Boeing Common Stock, subject to an exchange ratio collar of 0.18x - 0.25x, with a targeted announcement of the Boeing Transaction as early as July 1, 2024, subject to the final approval of the Boeing Board.

On Wednesday, June 26, 2024, following negotiations with representatives of Spirit who sought to increase the merger consideration to $38.00 per share in Boeing Common Stock, representatives of Boeing stated that Boeing would be prepared to revise the merger consideration included in the June 21 Non-Binding Proposal to $37.25 per share in Boeing Common Stock (not subject to any adjustments, other than based on the exchange ratio and collar) and would accept Spirit’s proposals

regarding its ability to borrow under the Morgan Stanley Bridge Facility, its ability to pursue the divestiture of the Expanded Divestiture Perimeter, the retention pool and the remaining unresolved terms in the proposed term sheet for the Airbus Transaction (the “June 26 Non-Binding Proposal”). The representatives of Boeing also stated that, pending final internal review and approval, Boeing would be prepared to enter into the proposed merger agreement for the Boeing Transaction on Sunday, June 30, 2024 and announce the Boeing Transaction on July 1, 2024.

On Thursday, June 27, 2024, the Spirit Board held a meeting to further discuss and consider, among other matters, Spirit’s financial condition and prospects, the Boeing Transaction and the Airbus Transaction, including the potential timing, status and terms thereof. Members of Spirit’s management and representatives of Skadden, Morgan Stanley and Moelis were in attendance. The Spirit Board received, discussed and considered the June 26 Non-Binding Proposal and received further information and analysis from members of Spirit management (including a summary of the communications with members of Boeing management) and the representatives of Skadden (with respect to fiduciary and legal matters) and Moelis (with respect to financial matters). Following further discussion and consideration, the Spirit Board authorized and instructed Spirit’s senior management, together with Skadden, to continue to negotiate proposed final transaction documents on the basis discussed with the Spirit Board.

Thereafter, members of management of each of Spirit and Boeing, together with their respective legal advisors, continued to negotiate the terms and conditions of the proposed merger agreement and disclosure schedules for the Boeing Transaction consistent with the June 26 Non-Binding Proposal, and exchanged several drafts of the proposed merger agreement and disclosure schedules.

On Friday, June 28, 2024, the Spirit Board held a meeting to discuss and consider the Boeing Transaction, the Airbus Transaction, the June 2024 Spirit/Airbus Memorandum of Understanding and the Morgan Stanley Bridge Facility. Representatives of Skadden, Morgan Stanley and Moelis were in attendance. Representatives of Skadden updated the Spirit Board on the substantially final terms of the proposed merger agreement (including all exhibits and annexes) and disclosure schedules for the Boeing Transaction and the substantially final terms of the proposed term sheet for the Airbus Transaction and reported that the negotiations were substantially complete and the transaction documents were in substantially final form. Representatives of Skadden also reviewed with the Spirit Board the Spirit Board’s fiduciary duties and Moelis’s relationship disclosures, which had been previously provided to the Spirit Board, of its prior engagements by Spirit, Boeing and Airbus. Representatives of Moelis then reviewed and discussed with the Spirit Board Moelis’s financial analysis with respect to Spirit and the Boeing Transaction. The Spirit Board then engaged in a discussion regarding various aspects of the potential transactions, including the factors described under the section entitled “The Merger—Recommendation of the Spirit Board and Its Reasons for the Merger” beginning on page 80 of this proxy statement/prospectus. Following further discussion and consideration, the Spirit Board authorized and instructed Spirit’s senior management, together with Skadden, to negotiate proposed final transaction documents on the basis discussed with the Spirit Board.

Thereafter, members of management of each of Spirit and Boeing, together with their respective legal advisors, negotiated the final terms and conditions of the proposed merger agreement and disclosure schedules for the Boeing Transaction consistent with discussions with the Spirit Board, exchanged several drafts of the merger agreement and disclosure schedules, and finalized the terms and conditions of the proposed merger agreement and disclosure schedules for each party’s final review and consideration (and, in the case of Spirit, the final review and consideration of the Spirit Board).

On Sunday, June 30, 2024, the Spirit Board held a meeting to discuss and consider the Boeing Transaction, the Airbus Transaction, the June 2024 Spirit/Airbus Memorandum of Understanding and

the Morgan Stanley Bridge Facility. Representatives of Skadden, Morgan Stanley and Moelis were in attendance. Representatives of Skadden updated the Spirit Board on the final terms and conditions of the merger agreement (including all exhibits and annexes) and disclosure schedules for the Boeing Transaction, the final terms and conditions of the proposed term sheet for the Airbus Transaction and the June 2024 Spirit/Airbus Memorandum of Understanding and the final terms and conditions of the proposed definitive agreements for the Morgan Stanley Bridge Facility and reported that the negotiations were complete and the transaction documents were in proposed final form. Representatives of Skadden also reviewed the Spirit Board’s fiduciary duties with the Spirit Board. Representatives of Moelis confirmed that the financial analysis presented to the Spirit Board at the previous meeting of the Spirit Board had not materially changed and subsequently delivered an oral opinion, which was confirmed by delivery of a written opinion, dated June 30, 2024, addressed to the Spirit Board, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and other limitations set forth in the written opinion, the Per Share Merger Consideration to be received by holders of Spirit Common Stock (other than Excluded Shares) pursuant to the proposed merger agreement for the Boeing Transaction was fair, from a financial point of view, to such holders. See the section entitled “The Merger—Opinion of Moelis & Company LLC, Financial Advisor to Spirit” beginning on page 88 of this proxy statement/prospectus. The Spirit Board then engaged in a discussion regarding various aspects of the potential transactions, including the factors described under the section entitled “The Merger—Recommendation of the Spirit Board and Its Reasons for the Merger” beginning on page 80 of this proxy statement/prospectus. Following this discussion, the Spirit Board unanimously approved the proposed merger agreement (including all exhibits and annexes) and disclosure schedules for the Boeing Transaction and the transactions contemplated thereby, and recommended the approval and adoption by Spirit Stockholders of the Merger Agreement and the transactions contemplated by the Merger Agreement. The Spirit Board also unanimously approved the term sheet for the Airbus Transaction, the June 2024 Spirit/Airbus Memorandum of Understanding and the definitive documents for the Morgan Stanley Bridge Facility.

Also on Sunday, June 30, 2024, the Boeing Board held a meeting to discuss and consider the Boeing Transaction. Members of Boeing management and representatives of Sullivan & Cromwell and PJT Partners were in attendance. Members of Boeing management and Boeing representatives updated the Boeing Board on the final terms and conditions of the proposed merger agreement for the Boeing Transaction, and reported that the negotiations were complete and the transaction documents were in proposed final form. The Boeing Board then engaged in a discussion regarding various aspects of the Boeing Transaction, including the factors described under the section entitled “The Merger—Boeing’s Reasons for the Merger” beginning on page 78 of this proxy statement/prospectus. Following this discussion, the Boeing Board unanimously approved the proposed merger agreement for the Boeing Transaction and the transactions contemplated thereby.

In the afternoon (Eastern Time) on Sunday, June 30, 2024, Spirit and Boeing executed the Merger Agreement and Spirit and Airbus executed the Airbus Term Sheet and the June 2024 Spirit/Airbus Memorandum of Understanding (with an effective date of June 28, 2024). Also in the afternoon (Eastern Time) on Sunday, June 30, 2024, Spirit and affiliates of Morgan Stanley entered into the definitive documents for the Morgan Stanley Bridge Facility. The Boeing Transaction and the Airbus Transaction were announced on Monday, July 1, 2024, before the opening of the financial markets in New York and Europe.

July 2024 - November 2024

Following the execution of the Merger Agreement, Spirit and Boeing began to work toward the closing of the Boeing Transaction. As of the date of this proxy statement/prospectus, that work remains ongoing. Following the execution of the Airbus Term Sheet, Spirit, Airbus and Boeing began negotiations for the definitive agreements to document the transactions contemplated by the Airbus Term Sheet and to work toward the closing of the Airbus Transaction. As of the date of this proxy statement/prospectus, such negotiations and work remain ongoing.

On Tuesday, July 30, 2024, Robert K. “Kelly” Ortberg was appointed as Boeing’s President and Chief Executive Officer and as a member of the Boeing Board, effective as of August 8, 2024.

Beginning on Friday, September 20, 2024 and throughout the remainder of September and October 2024, Spirit and Boeing discussed Spirit’s liquidity needs for the next twelve months and the potential options for meeting these needs in the near and longer term. These options included Spirit’s proposal that Boeing provide for Spirit’s needs directly through a combination of extending existing advance repayment dates and providing additional financing (the “Requested Boeing Financial Support Package”), and Spirit seeking out additional liquidity from the debt markets (the “Potential Financing”). Beginning in early October 2024, members of Spirit’s management held discussions with Morgan Stanley regarding the prospects of the Potential Financing. Boeing and Spirit disagreed over whether Boeing’s withholding consent to Spirit’s taking on additional debt without adjustment to the Per Share Merger Consideration would be “reasonable” under the terms of the Merger Agreement. On Thursday, October 24, 2024, Boeing proposed to approve Spirit’s moving forward with the Potential Financing (the “Financing Consent”) if Spirit would agree to expedited binding arbitration to determine whether Boeing withholding its approval of the Potential Financing would have been “unreasonable” (and thus in contravention of the Merger Agreement) or “reasonable” (and thus in compliance with the Merger Agreement). Boeing further proposed that if it were determined in the arbitration that it would have been “unreasonable” for Boeing to withhold approval of the Potential Financing, there would be no adjustment to the Per Share Merger Consideration; conversely, if it were determined in the arbitration that it would have been “reasonable” for Boeing to withhold approval of the Potential Financing, there would be a reduction to the Per Share Merger Consideration equal on a per-share basis to the amount of indebtedness incurred by Spirit in the Potential Financing, subject to a floor to be agreed upon by the parties (such proposal, the “Arbitration Proposal”). Discussions between Spirit and Boeing on the Financing Consent continued between October 26, 2024 and October 29, 2024.

On October 26, 2024, October 30, 2024 and October 31, 2024 members of the Spirit Board held meetings to discuss, among other matters, the Financing Consent. Representatives of Skadden were in attendance. The Spirit Board reviewed, discussed and considered alternatives potentially available to Spirit to address its liquidity needs, including the Financing Consent (including responses to Boeing with respect to the Arbitration Proposal), the Requested Boeing Financial Support Package and potential austerity measures should the Requested Boeing Financial Support Package or the Potential Financing not occur (the foregoing, collectively, the “Identified Liquidity Options”). Representatives of Skadden reviewed with the Spirit Board the terms of the Merger Agreement, the Arbitration Proposal and the Spirit Board’s fiduciary duties in connection with its review and consideration of the foregoing matters. The Spirit Board also considered the potential impact of each of the Identified Liquidity Options on Spirit’s business and operations and reviewed considerations with respect to each of the Identified Liquidity Options in relation to the Merger Agreement. Following further discussion, the Spirit Board determined that it was in the best interests of Spirit and Spirit Stockholders for Spirit to decline the Arbitration Proposal and authorized Spirit to continue to pursue the Financing Consent and (i) if Boeing’s approval of the Financing Consent was obtained, to proceed with the Potential Financing and (ii) if Boeing’s approval of the Financing Consent was not obtained, to continue to negotiate with Boeing to obtain the Requested Boeing Financial Support Package.

On Thursday, October 31, 2024, Boeing informed Spirit that it was unwilling to provide an unconditional Financing Consent and, instead, Boeing would be willing to provide a financial support package of up to $350 million (the “$350 Million Financial Support Package”).

Later on Thursday, October 31, 2024, the Spirit Board held a meeting to review, discuss and consider the $350 Million Financial Support Package. As part of its review, the Spirit Board discussed the risks, opportunities and considerations of continuing to seek Boeing’s approval of the Financing Consent and of pursuing and implementing potential austerity measures. Following further discussion and consideration, the Spirit Board authorized Spirit’s management to suspend the process for finalizing the Potential Financing and to negotiate and enter into a definitive agreement with Boeing for the $350 Million Financial Support Package.

Thereafter, and continuing until Friday, November 8, 2024, Spirit and Boeing negotiated the terms and conditions of the definitive agreement for the $350 Million Financial Support Package.

On Tuesday, November 5, 2024, Spirit filed its Form 10-Q for its quarterly period ended September 26, 2024. The Form 10-Q stated that substantial doubt existed about Spirit’s ability to continue as a going concern.

On Friday, November 8, 2024, Spirit and Boeing entered into an advance payments agreement (the “Advance Payments Agreement”). The Advance Payments Agreement provides for, among other things, Boeing to provide Spirit with advance payments of up to $350 million in the aggregate, subject to certain terms and conditions, to be used by Spirit to support producing and maintaining readiness to produce Boeing products at the rates contractually required by Boeing. The Advance Payments Agreement requires that Spirit repay the advances to Boeing between April 30 and December 31, 2026. Spirit announced the Advance Payments Agreement on Tuesday, November 12, 2024.

On Tuesday, November 12, 2024, effective November 8, 2024, Spirit and Airbus entered into an amended and restated memorandum of understanding (the “November 2024 Spirit/Airbus Memorandum of Understanding”), which amended and restated the June 2024 Spirit/Airbus Memorandum of Understanding as previously amended and restated, providing for, among other things, a $107 million non-interest bearing line of credit to Spirit, subject to certain terms and conditions, to be used as advance payments in connection with production for certain Airbus programs and the continued delivery of certain products to Airbus. Under the terms of the November 2024 Spirit/Airbus Memorandum of Understanding, such amounts, and the related payment obligations, will be assumed by Airbus upon the closing of the Airbus Transaction or, if earlier, repaid by Spirit to Airbus on April 1, 2026. Spirit announced the November 2024 Spirit/Airbus Memorandum of Understanding on Tuesday, November 12, 2024.

Boeing’s Reasons for the Merger

On June 30, 2024, the Boeing Board unanimously determined that it was in the best interests of Boeing to enter into the Merger Agreement and approved and declared advisable the Merger Agreement and the transactions contemplated thereby.

In the course of reaching its determinations and recommendations, the Boeing Board consulted with Boeing’s executive management team and its outside legal and financial advisors and considered a number of factors. Boeing’s reasons for the merger include the following:

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the ability to enhance Boeing’s control and oversight over its commercial production systems in order to promote safety and quality and ensure operational stability in Boeing’s commercial programs, including by aligning Boeing and Spirit quality and safety systems and workforce incentives to emphasize safety and quality metrics;

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Boeing’s commitment to aviation safety as a paramount priority;

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the ability to improve supply chain stability, increase production rates and enhance quality control processes through direct investment in Spirit’s operations;

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Boeing’s knowledge and familiarity with Spirit and its operations arising from the longstanding commercial relationship between the parties;

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the expectation that the Merger will generate synergies through the cost efficiencies of a more fully integrated supply chain;

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the expectation that the Merger will strengthen continuity of supply to Spirit’s and Boeing’s defense customers, including the United States Department of Defense;

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the assessment of the Boeing Board and Boeing’s management that Boeing’s management team would be able to integrate successfully Spirit’s operations after the Merger;

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the expected benefits to Spirit’s operations of alleviating Spirit’s quarterly reporting obligations, public company expenses, and debt servicing costs;

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the amount and form of consideration to be paid in the Merger, including the ability to manage Boeing’s balance sheet and capital structure by using Boeing Common Stock rather than cash as the Merger Consideration;

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the fact that the exchange ratio provides for a fixed value if the Boeing Stock Price is between $149.00 and $206.94 and a fixed exchange ratio outside of this collar, reducing the number of shares of Boeing Common Stock issuable in the Merger if the Boeing Stock Price increases from the price of Boeing Common Stock as of the date of the Merger Agreement to up to $206.94 and capping the number of shares of Boeing Common Stock issuable in the Merger if the Boeing Stock Price falls below $149.00; and

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the view of the Boeing Board and Boeing’s management that the terms and conditions of the Merger Agreement and the Merger Agreement Transactions, including the representations, warranties, covenants, closing conditions and termination provisions, are comprehensive and favorable to completing the Merger.

The Boeing Board also considered a number of uncertainties, risks and other countervailing factors concerning the Merger and the Merger Agreement in its deliberations concerning the Merger and the Merger Agreement, taking into account the results of Boeing’s due diligence review of Spirit. These uncertainties, risks, and other countervailing factors include the following:

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the risk of not capturing the anticipated synergies, increased production rates, and other potential benefits of the Merger;

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the diversion of management attention and resources needed to complete the Merger and integrate the operations of Spirit into Boeing following the Closing;

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the costs associated with the Merger and the Merger Agreement Transactions, including the costs of assuming or refinancing Spirit’s indebtedness and of the cash amounts payable by Spirit as contemplated by the Airbus Term Sheet, and the increase to Boeing’s financial leverage as a result thereof;

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the dilution of outstanding shares of Boeing Common Stock as a result of issuing the Merger Consideration;

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the potential that the floating exchange ratio under the Merger Agreement could result in Boeing issuing additional shares of Boeing Common Stock if the Boeing Stock Price decreases from the price of Boeing Common Stock as of the date of the Merger Agreement to $149.00, and the potential that the collar on the floating exchange ratio under the Merger Agreement could result in Boeing delivering greater value to Spirit Stockholders than had been anticipated by Boeing if the Boeing Stock Price exceeds $206.94;

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the risk that Spirit’s customers may seek to terminate or renegotiate their contractual arrangements;

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the risk that the Merger may not be consummated in a timely manner or at all;

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the risk that the sale of the Spirit Airbus Business may not be completed on the terms contemplated by the Airbus Term Sheet or at all;

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the risk that the other sales permitted under the Merger Agreement and the Airbus Term Sheet may not be completed at reasonable values;

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the possibility that events may occur that materially and adversely affect the operations or financial condition of Spirit but which may not entitle Boeing to terminate the Merger Agreement;

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the risk that the required regulatory approvals may not be obtained prior to the Outside Date or at all or that regulatory agencies may object to and challenge the Merger or may impose terms and conditions in order to resolve those objections that adversely affect Boeing or Spirit;

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the fact that, under specified circumstances, Boeing may be required to pay Spirit a termination fee of $300 million (reduced by the amount of then-outstanding cash advances to be repaid by Spirit and its subsidiaries to Boeing) if the regulatory approvals are not obtained prior to the Outside Date or if regulatory agencies block the Merger under applicable antitrust or foreign direct investment laws;

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the possibility of litigation challenging the Merger, and the further possibility that any such litigation could impede or delay the Closing; and

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other risks related to the Merger and the businesses of Boeing and Spirit of the type and nature described under the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors,” beginning on pages 26 and 28, respectively, of this proxy statement/prospectus.

The foregoing discussion of factors considered by Boeing is not intended to be exhaustive but summarizes certain material factors considered by the Boeing Board. In light of the variety of factors considered in connection with their evaluation of the Merger Agreement and the Merger, the Boeing Board did not find it practicable to, and did not, quantify, rank or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Boeing Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Boeing Board based its recommendation on the totality of the information presented, including thorough discussions with, and questioning of, Boeing’s executive management team and Boeing’s advisors.

It should be noted that this explanation of the reasoning of the Boeing Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 26 of this proxy statement/prospectus.

Recommendation of the Spirit Board and Its Reasons for the Merger

On June 30, 2024, the Spirit Board unanimously determined that it is advisable and in the best interests of Spirit and Spirit Stockholders for Spirit to enter into the Merger Agreement and complete the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger agreement and approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger. The Spirit Board unanimously recommends that Spirit Stockholders vote “FOR” the Merger Agreement Proposal.

In evaluating the Merger Agreement and the Merger Agreement Transactions, the Spirit Board consulted with Spirit’s management and legal and financial advisors. In recommending that Spirit Stockholders vote their shares of Spirit Common Stock in favor of the Merger Agreement Proposal, the Advisory Compensation Proposal and the Adjournment Proposal, the Spirit Board considered a number of factors, including the following (not necessarily listed in order of relative importance):

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Spirit’s standalone strategic plan and related financial projections, as summarized under the heading “Summary of Spirit Unaudited Forecasted Financial Information” in the section entitled “—Spirit Unaudited Forecasted Financial Information” beginning on page 85 of this proxy statement/prospectus, and the risks and uncertainties in executing on the standalone strategic plan and achieving such financial projections, including the risks and uncertainties described in the section entitled “—Background of the Merger” beginning on page 52 of this proxy statement/prospectus, and the risks described in the risk factors section of in Spirit’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and in subsequent reports filed with the SEC;

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the perceived risks of continuing as a standalone public company and the assessment that no other alternatives were reasonably likely in the near term to create greater value for Spirit Stockholders than the Merger, taking into account business, competitive, industry and market risks;

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various analyses as to the valuation of Spirit as an independent company;

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that the $37.25 implied value of the Per Share Merger Consideration, corresponding to a Boeing Stock Price between $149.00 and $206.94, represents an approximately 30% premium to the last unaffected closing price of $28.60 per share of Spirit Common Stock as of February 29, 2024 (the day before Spirit’s press release confirming that Spirit was engaged in discussions with Boeing about a possible acquisition of Spirit by Boeing);

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that merger consideration in the form of shares of Boeing Common Stock enables Spirit Stockholders to have a continued ownership interest in the combined company resulting from the Merger, with participation in the upside potential of a larger, more diversified company;

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that the Per Share Merger Consideration is based on a floating exchange ratio and subject to a $149.00 to $206.94 collar range, which provides protection against a downward movement in the market price of Boeing Common Stock within the range of the collar prior to completion of the Merger;

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that the implied value of the merger consideration payable to Spirit Stockholders could be greater than $37.25 per share in the event that the Boeing Stock Price exceeds $206.94;

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that the Merger Agreement was the product of arm’s-length negotiations and contained terms and conditions that are, in the Spirit Board’s view, favorable to Spirit and Spirit Stockholders;

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the written opinion of Moelis, delivered to the Spirit Board on June 30, 2024, that, as of such date and based upon and subject to the factors and assumptions set forth in such opinion, the merger consideration to be received by the holders of Spirit Common Stock (other than Excluded Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders, as more fully described in the section entitled “—Opinion of Moelis & Company, LLC, Financial Advisor to Spirit” beginning on page 88 of this proxy statement/prospectus (the full text of which opinion, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken in rendering such opinion, is attached as Annex B to this proxy statement/prospectus and is incorporated herein by reference);

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that, following the issuance of Spirit’s press release confirming that it was engaged in discussions with Boeing about a possible acquisition of Spirit by Boeing and the execution of

the Merger Agreement, and despite news media reports regarding a potential Boeing acquisition of Spirit, no alternative buyers approached Spirit regarding a potential merger transaction with (or similar acquisition of) Spirit;

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Spirit’s ability under the Merger Agreement, subject to certain conditions, to provide information to and engage in discussions or negotiations with third parties that make unsolicited alternative Acquisition Proposals that the Spirit Board determines constitute or could reasonably be expected to lead to a Superior Proposal;

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that, if Spirit were to receive an alternative Acquisition Proposal from a third party that the Spirit Board determines constitutes a Superior Proposal, under the Merger Agreement, the Spirit Board would be able, subject to certain conditions, to change its recommendation that Spirit Stockholders vote in favor of the Merger Agreement Proposal, the Advisory Compensation Proposal and the Adjournment Proposal and/or terminate the Merger Agreement to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal;

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the other termination provisions contained in the Merger Agreement, including the fact that the Spirit Board believed that the termination fee of $150 million payable by Spirit in connection with termination of the Merger Agreement in specified circumstances is reasonable in light of, among other things, the benefits of the Merger to Spirit Stockholders, the typical size of such fees in similar transactions and the likelihood that such a fee would not preclude or unreasonably restrict the emergence of alternative Acquisition Proposals;

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the ability under the Merger Agreement for the Spirit Board, subject to certain conditions, to change its recommendation in favor of the Merger in response to an Intervening Event if the Spirit Board determines that failure to take such action would be inconsistent with its fiduciary duties;

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the likelihood that Boeing would complete the Merger, taking into account the closing conditions and termination provisions under the Merger Agreement and provisions in the Merger Agreement intended to facilitate Spirit’s disposition of the Spirit Airbus Business;

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that the Merger Agreement requires that Boeing use its reasonable best efforts to take actions necessary to complete the Merger as promptly as reasonably practicable and to take certain actions to facilitate the obtaining of regulatory approvals for the Merger and provides an appropriate “outside date” subject to extension by up to nine months if required regulatory approvals have not been obtained, by which time it is reasonable to expect that the conditions to completion of the Merger relating to regulatory approvals and the disposition of the Spirit Airbus Business are likely to be satisfied;

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that the Merger Agreement provides for payment by Boeing to Spirit of a termination fee of $300 million (reduced by the amount of then-outstanding cash advances to be repaid by Spirit and its subsidiaries to Boeing) if the Merger Agreement is terminated in specified circumstances;

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the Spirit Board’s knowledge of Boeing, taking into account publicly available information regarding Boeing and the results of Spirit’s due diligence review of Boeing;

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that the Merger is structured as a transaction involving Spirit Stockholders’ receipt of consideration solely in the form of Boeing Common Stock (other than cash in lieu of fractional shares of Boeing Common Stock) and therefore that the Merger may qualify as a “reorganization” under Section 368(a) of the Internal Revenue Code of 1986, as amended;

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the conditions to the Closing in the Merger Agreement and that there is no condition regarding financing;

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that the Merger Agreement was unanimously approved by the Spirit Board, which is composed of a majority of independent directors who are not affiliated with Boeing and are

not employees of Spirit or any of its subsidiaries, and which received advice from Spirit’s financial and legal advisors in evaluating, negotiating and recommending the terms of the Merger Agreement;

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the condition to completing the Merger that the Merger Agreement have been adopted by the holders of a majority of the outstanding shares of Spirit Common Stock, and the absence of any stock voting commitments by management or other stockholders, so that Spirit Stockholders will have the right to approve or disapprove of the Merger;

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that the Merger is not subject to approval by Boeing Stockholders; and

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Spirit’s ability to specifically enforce Boeing’s obligations under the Merger Agreement, including Boeing’s obligation to complete the Merger.

The Spirit Board also considered a number of uncertainties, risks and other factors in its deliberations concerning the Merger and the Merger Agreement Transactions, including the following (not necessarily listed in order of relative importance):

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that Spirit Stockholders would forgo the opportunity to realize the potential long-term value of Spirit if Spirit were successful in its execution of its current standalone strategic plan, which standalone strategic plan included, among other assumptions, projections and sensitivities that are subject to risks and uncertainties, assumptions that Spirit would be successful in obtaining improved terms and conditions from Airbus in respect of Spirit’s commercial arrangements with Airbus and that Spirit’s business with Boeing would increase and accelerate due to increased demand and delivery rates from Boeing;

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that stock consideration does not provide the certainty of value and liquidity that cash consideration would provide upon completion of the Merger;

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that the implied value of the merger consideration payable to Spirit Stockholders could be less than $37.25 per share in the event that the Boeing Stock Price is less than $149.00, and that the Merger Agreement does not provide Spirit a termination right based on the value of Boeing Common Stock;

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that Boeing and Spirit did not agree in the Merger Agreement to take any actions required to support, or to refrain from any actions that would jeopardize, the ability of the Merger to qualify as a “reorganization” under Section 368(a) of the Internal Revenue Code of 1986, as amended, and that there are legal and factual doubts concerning the qualification of the Merger as a “reorganization” under Section 368(a) of the Internal Revenue Code of 1986, as amended, and therefore, the Merger may not qualify as a “reorganization” under Section 368(a) of the Internal Revenue Code of 1986, as amended;

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that, under specified circumstances, Spirit may be required to pay a $150 million termination fee in the event the Merger Agreement is terminated and the effect this could have on Spirit, including the possibility that the termination fee payable by Spirit to Boeing upon the termination of the Merger Agreement under certain circumstances could discourage some potential acquirors from making an alternative Acquisition Proposal, although the Spirit Board believes that the termination fee is reasonable in amount and would not unduly deter any other party that might be interested in acquiring Spirit;

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the significant costs involved in connection with entering into the Merger Agreement and completing the Merger and the substantial time and effort of management required to complete the Merger, which could disrupt Spirit’s business operations;

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the impact of the announcement, pendency or completion of the Merger, or the failure to complete the Merger, on Spirit’s relationships with its employees (including making it more difficult to attract and retain key personnel and the possible loss of key management, technical and other personnel), customers and suppliers (including as a result of customer or other contracts with provisions that require consent for, or have implications upon, a change of control of Spirit);

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the restrictions in the Merger Agreement on Spirit’s conduct of business prior to completion of the Merger, which could delay or prevent Spirit from undertaking business opportunities that may arise, or taking other actions with respect to its operations that the Spirit Board and management might believe were appropriate or desirable;

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that the completion of the Merger would require approval under or expiration or termination of the applicable waiting periods under the HSR Act and other applicable antitrust laws, the risk that regulatory agencies may not approve the Merger or may impose terms and conditions on their approvals that would cause the closing conditions in the Merger Agreement not to be satisfied or would adversely affect the business and financial results of the combined company, and the amount of time that might be required to obtain all required regulatory consents and approvals;

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that Boeing’s obligation to complete the Merger is subject to Spirit’s disposition of the Spirit Airbus Business;

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the risk that Spirit Stockholders do not approve the Merger Agreement Proposal;

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that, while Spirit expects the Merger to be completed if the Merger Agreement Proposal is approved by Spirit Stockholders, there can be no assurance that all conditions to the parties’ obligations to complete the Merger will be satisfied;

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that the market price of Spirit Common Stock could be affected by many factors if the Merger Agreement were terminated, including (1) the reason or reasons for such termination and whether such termination resulted from factors adversely affecting Spirit; (2) the possibility that, as a result of the termination of the Merger Agreement, possible acquirors may consider Spirit to be a less attractive acquisition candidate; and (3) the possible sale of Spirit Common Stock by short-term investors following an announcement that the Merger Agreement was terminated;

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the challenges inherent in the integration of Spirit’s business with that of Boeing, and the risks of not being able to realize anticipated benefits of the Merger;

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the risk of litigation, injunctions or other legal proceedings related to the Merger Agreement Transactions;

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that Spirit Stockholders are not entitled to dissenters’ or appraisal rights under the Merger Agreement or the DGCL; and

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the risks of the type and nature described under the section entitled “Risk Factors” beginning on page 28 of this proxy statement/prospectus and the matters described under “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 26 of this proxy statement/prospectus.

The Spirit Board believed that, overall, the potential benefits of the Merger to Spirit Stockholders outweighed the risks and uncertainties of the Merger and outweighed Spirit’s other financial and strategic alternatives, including to continue to operate as a standalone public company.

This discussion of the information and factors considered by the Spirit Board in reaching its conclusions and recommendation includes the principal factors considered by the Spirit Board, but is not intended to be exhaustive and may not include all of the factors considered by the Spirit Board. In view of the wide variety of factors considered in connection with its evaluation of the Merger and the Merger Agreement Transactions, and the complexity of these matters, the Spirit Board did not find it useful and did not attempt to quantify, rank or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the Merger and the Merger Agreement Transactions, and to make its recommendation to Spirit Stockholders. Rather, the Spirit Board viewed its decisions as being based on the totality of the information presented to it and the

factors it considered, including its discussions with, and questioning of, members of Spirit’s management and Spirit’s advisors, as well as its experience and history. In addition, individual members of the Spirit Board may have assigned different weights to different factors.

Certain of Spirit’s directors and executive officers have interests in the Merger that are different from, or in addition to, those of Spirit Stockholders generally. The Spirit Board was aware of and considered these potential interests, among other matters, in evaluating the Merger and in making its recommendation to Spirit Stockholders. For a discussion of these interests, see the section entitled “—Interests of Certain Spirit Directors and Executive Officers in the Merger” beginning on page 98 of this proxy statement/prospectus.

On June 30, 2024, the Spirit Board unanimously (a) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, (b) determined that the Merger Agreement and the transactions contemplated thereby are in the best interests of Spirit and its stockholders, (c) resolved to recommend adoption of the Merger Agreement by the stockholders entitled to vote thereon and (d) directed that the Merger Agreement be submitted to stockholders of Spirit for adoption at a meeting of stockholders of Spirit to be held to consider the adoption of the Merger Agreement. The Spirit Board unanimously recommends that Spirit Stockholders vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Advisory Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

Spirit Unaudited Forecasted Financial Information

Spirit does not, as a matter of course, publicly disclose long-term projections as to future revenues, earnings or other results due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, certain non-public financial forecasts covering multiple years, prepared by Spirit management and not for public disclosure, were provided to the Spirit Board in connection with its evaluation of the Merger and were also provided to Spirit’s financial advisors, Morgan Stanley and Moelis, including for use by Moelis in connection with its financial analysis and opinion described under the section entitled “—Opinion of Moelis & Company, LLC, Financial Advisor to Spirit” beginning on page 88 of this proxy statement/prospectus.

The summary of these financial forecasts presented below is not included in this proxy statement/prospectus to influence any Spirit Stockholder’s decision whether to vote for or against the Merger Agreement Proposal or the Advisory Compensation Proposal, but is included solely to give Spirit Stockholders access to these forecasts, because these forecasts were made available to the Spirit Board and the financial advisors of Spirit.

The inclusion in this proxy statement/prospectus of a summary of the Spirit forecasted financial information should not be regarded as an indication that the Spirit Board, or that Spirit or Boeing (or any of their respective affiliates, officers, directors, advisors or other representatives) or any other person, considered, or now considers, the Spirit forecasted financial information to be necessarily predictive of actual future events or results of Spirit’s or Boeing’s operations and should not be relied upon as such. Spirit management’s internal financial forecasts, upon which the Spirit forecasted financial information was based, are subjective in many respects. There can be no assurance that the Spirit forecasted financial information will be realized or that actual results will not be significantly higher or lower than forecasted. The Spirit forecasted financial information covers multiple years, and such information by its nature becomes less predictive with each successive year. As a result, the Spirit forecasted financial information summarized in this proxy statement/prospectus should not be relied on as necessarily predictive of actual future events.

In addition, the Spirit forecasted financial information was not prepared with a view to compliance with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of

Certified Public Accountants for preparation or presentation of prospective financial information. The forecasted financial information included in this proxy statement/prospectus has been prepared by, and is the responsibility of, Spirit’s management. Ernst & Young LLP, Spirit’s independent registered public accounting firm, has not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the Spirit forecasted financial information and does not express an opinion or any other form of assurance with respect thereto. The Ernst & Young LLP reports incorporated by reference into this proxy statement/prospectus relate to Spirit’s previously issued financial statements and to Spirit’s internal control over financial reporting as of December 31, 2023. Those reports do not extend to the Spirit forecasted financial information and should not be read as doing so. Neither Boeing’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

The Spirit forecasted financial information was based on numerous variables and assumptions that were deemed to be reasonable as of the date when such forecasted financial information was finalized. Such assumptions relate to variables, most of which are beyond Spirit’s control, that are inherently uncertain and difficult or impossible to predict or estimate. Projected revenue is subject to various factors and contingencies, in particular the volume of shipset deliveries, which is subject to variability based on, among other things, customer orders that may increase or decrease relative to Spirit’s expectations based on macroeconomic, industry or customer-specific conditions and regulatory developments and any disruptions in Spirit’s supply chain or manufacturing operations. Assumptions that were used by Spirit in developing the Spirit forecasted financial information include, but are not limited to, the following:

•

shipset deliveries of 1,727 in 2024, 1,945 in 2025, 2,181 in 2026, and 2,259 in each of 2027 and 2028;

•

gross margins of 3% in 2024, 14% in 2025 and 11% in each of the years from 2026 through 2028;

•

approximately $45 million of annual research and development spend for 2026 through 2028;

•

selling, general and administrative expense at approximately 3.5% of revenue from 2025 through 2028;

•

future tax savings generated by tax attributes as described below and a 21% effective corporate tax rate;

•

repayment of Boeing advances of $90 million in 2025 and $45 million in each of 2026 and 2027 and repayment of Airbus advances of $100 million in 2025; and

•

successful renegotiation of supply contracts with Airbus in the first quarter of 2025 resulting in a forward loss reversal of $238 million in 2025.

The Spirit forecasted financial information also reflects assumptions regarding the continuing nature of certain business decisions that, in reality, would be subject to change. The Spirit forecasted financial information was based on information known to Spirit management as of May 31, 2024.

Important factors that may affect actual results and cause the Spirit forecasted financial information not to be achieved include, but are not limited to, uncertainties relating to Spirit’s business (including the ability to achieve strategic goals, objectives and targets), industry performance, the legal and regulatory environment, general business and economic conditions and other factors described in this proxy/statement prospectus or described or referenced in Spirit’s filings with the SEC, including Spirit’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. The Spirit forecasted financial

information constitutes “forward-looking statements,” and actual results may differ materially and adversely from those projected. For more information, see the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 26 of this proxy statement/prospectus. In addition, the Spirit forecasted financial information reflects assumptions as to certain business decisions that are subject to change and subjective judgment that is susceptible to multiple interpretations and to periodic revisions based on actual experience and business developments. The Spirit forecasted financial information does not reflect revised prospects for the respective businesses of Spirit and Boeing, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the Spirit forecasted financial information was prepared.

The Spirit forecasted financial information was developed for use by the Spirit Board in its evaluation of the Merger and by Moelis for purposes of its financial analysis and opinion utilizing Spirit management’s best then available estimates and judgments at the time of its preparation. The Spirit forecasted financial information was developed on a standalone basis without giving effect to the Merger or the potential disposition by Spirit of the Spirit Airbus Business or other portions of its business, and therefore, the Spirit forecasted financial information does not give effect to the Merger or any changes to the combined company’s operations or strategy that may be implemented after the Effective Time if the Merger is completed, including potential cost synergies to be realized as a result of the Merger, or to any costs incurred in connection with the Merger or any such potential dispositions. Furthermore, the Spirit forecasted financial information does not take into account the effect of any failure of the Merger and the disposition of the Spirit Airbus Business to be completed and should not be viewed as accurate or continuing in that context.

Accordingly, there can be no assurance that the Spirit forecasted financial information will be realized or that Spirit’s future financial results will not vary materially from the Spirit forecasted financial information. None of Spirit, Boeing or any of their respective affiliates, officers, directors, advisors or other representatives can give any assurance that actual results will not differ from the Spirit forecasted financial information, and none of Spirit, Boeing or any of their respective affiliates undertakes any obligation to update or otherwise revise or reconcile the Spirit forecasted financial information to reflect circumstances existing or developments and events occurring after the date of the Spirit forecasted financial information or that may occur in the future, even in the event that any or all of the assumptions underlying the Spirit forecasted financial information are not realized or are shown to be inappropriate, including with respect to the accounting treatment of the Merger under GAAP, or to reflect changes in general economic or industry conditions. Spirit and Boeing do not intend to make available publicly any update or other revision to the Spirit forecasted financial information, except as otherwise required by applicable law. None of Spirit, Boeing or any of their respective affiliates, officers, directors, advisors or other representatives has made or makes any representation to any Spirit Stockholder or any other person regarding the ultimate performance of Spirit or Boeing compared to the information contained in the Spirit forecasted financial information or that the outcomes reflected in or implied by the Spirit forecasted financial information will be achieved. The inclusion in this proxy statement/prospectus of a summary of the Spirit forecasted financial information should not be deemed an admission or representation by Spirit, Boeing or any of their respective advisors or other representatives or any other person that the Spirit forecasted financial information or such summary is viewed as material information of Spirit or Boeing, particularly in light of the inherent risks and uncertainties associated with such forecasts.

In light of the foregoing factors and considering that the special meeting will be held several months after the Spirit forecasted financial information was prepared, as well as the uncertainties inherent in the Spirit forecasted financial information, Spirit Stockholders are cautioned not to place undue, if any, reliance on the information presented in this summary of the Spirit forecasted financial information, and Spirit and Boeing urge all Spirit Stockholders to review Spirit’s most recent SEC filings for a description of Spirit’s reported financial results and Boeing’s most recent SEC filings for a

description of Boeing’s reported financial results. For additional information, see the section entitled “Where You Can Find More Information” beginning on page 204 of this proxy statement/prospectus.

Summary of Spirit Unaudited Forecasted Financial Information⁽¹⁾


(in millions)	Last Three Quarters of 2024		2025		2026		2027		2028

Net revenue	$	5,475	$	8,560	$	9,547	$	10,020	$	10,020

Adjusted EBITDA⁽²⁾⁽³⁾	$	250	$	1,136	$	933	$	966	$	993

Adjusted EBITDA (excluding forward loss reversal)⁽³⁾	$	250	$	899	$	933	$	966	$	993

Adjusted EBIT⁽³⁾⁽⁴⁾	$	21	$	598	$	645	$	697	$	724

Unlevered free cash flow⁽³⁾⁽⁵⁾	$	168	$	244	$	428	$	565	$	587

(1)	Prepared based on information known to Spirit management as of May 31, 2024.

(2)

EBITDA is defined as net (loss) income adjusted for noncontrolling interest in earnings of subsidiary, equity in net income (loss) of affiliates, income tax (benefit) provision, other (income) expense, net, interest expense and financing fee amortization, depreciation and amortization expense and amortization expense. Adjusted EBITDA is defined as EBITDA plus or minus certain non-cash items or items that arise from time to time outside the ordinary course of our operations, including (i) employee stock-based compensation expense, (ii) forward-loss charges, (iii) cumulative catch-up adjustments, (iv) loss on disposition of assets, (v) Russian sanctions (excluding forward losses), (vi) M&A-related expenses, (vii) restructuring costs and (viii) other specified expenses.

(3)	This measure is not calculated in accordance with GAAP, should not be considered as a substitute for any measure calculated in accordance with GAAP and may not be comparable to similarly titled measures reported by other companies.

(4)	Adjusted EBIT is defined as Adjusted EBITDA less depreciation and amortization.

(5)	Unlevered free cash flow is defined as Adjusted EBIT less cash taxes, plus depreciation and amortization, less capital expenditures, less change in net working capital and other.

In addition to the financial measures shown in the table above, the Spirit forecasted financial information included estimates of cash tax savings for the calendar years ending December 31, 2024, 2025, 2026, 2027 and 2028 of $0, $89.2 million, $53.1 million, $32.8 million and $0, respectively, from net operating losses, tax credits and other tax attributes.

Opinion of Moelis & Company LLC, Financial Advisor to Spirit

Overview

At a meeting of the Spirit Board on June 30, 2024 to evaluate and approve the Merger, Moelis delivered an oral opinion, which was confirmed by delivery of a written opinion, dated June 30, 2024, addressed to the Spirit Board to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and other limitations set forth in the written opinion, the Per Share Merger Consideration to be received by holders of Spirit Common Stock (other than Excluded Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

and benefit of the Spirit Board (solely in its capacity as such) in its evaluation of the Merger. Moelis’s opinion is limited solely to the fairness, from a financial point of view, of the Per Share Merger Consideration to be received by holders of Spirit Common Stock (other than Excluded Shares) pursuant to the Merger Agreement and does not address Spirit’s underlying business decision to effect the Merger or the relative merits of the Merger as compared to any alternative business strategies or transactions that might be available to Spirit. Moelis’s opinion does not constitute a recommendation as to how any holder of securities should vote or act with respect to the Merger or any other matter.

In arriving at its opinion, Moelis, among other things:

•

reviewed certain publicly available business and financial information, including publicly available research analysts’ financial forecasts, relating to Spirit and Boeing;

•

reviewed certain internal information relating to the business, earnings, cash flow, assets, liabilities and prospects of Spirit furnished to Moelis by Spirit, including financial forecasts provided to or discussed with Moelis by the management of Spirit (described in the section entitled “Spirit Unaudited Forecasted Financial Information” and referred to as the “Spirit forecasted financial information”);

•

reviewed information regarding the capitalization of Spirit furnished to Moelis by Spirit;

•

conducted discussions with members of the senior management and representatives of Spirit concerning the information described in the foregoing three bullets in this paragraph, as well as the businesses and prospects of Spirit generally;

•

conducted discussions with members of the senior management and representatives of Boeing concerning the information described in the first bullet in this paragraph, as well as the businesses and prospects of Boeing generally;

•

reviewed the reported prices and trading activity for Spirit Common Stock and Boeing Common Stock;

•

reviewed publicly available financial and stock market data of certain other companies in lines of business that Moelis deemed relevant;

•

reviewed the financial terms of certain other transactions that Moelis deemed relevant;

•

reviewed the execution version of the Merger Agreement; and

•

conducted such other financial studies and analyses and took into account such other information as Moelis deemed appropriate.

In connection with its analysis and opinion, Moelis, at the direction of the Spirit Board, relied on the information supplied to, discussed with or reviewed by it for purposes of its opinion being complete and accurate in all material respects. Moelis did not independently verify any such information (or assume any responsibility for the independent verification of any such information). With the consent of the Spirit Board, Moelis also relied on the representation of Spirit’s management that they were not aware of any facts or circumstances that would make any such information inaccurate or misleading. With the consent of the Spirit Board, Moelis relied upon, without independent verification, the assessment of Spirit and its legal, tax, regulatory and accounting advisors with respect to legal, tax, regulatory and accounting matters. With respect to the Spirit forecasted financial information, Moelis assumed, at the direction of the Spirit Board, that they were reasonably prepared on a basis reflecting the best then available estimates and judgments of the management of Spirit as to the future performance of Spirit. Moelis did not express any views as to the reasonableness of any financial forecasts or the assumptions on which they were based. With the consent of the Spirit Board, Moelis assumed that Boeing’s filings with the SEC complied with

applicable securities laws and did not contain any material misstatements or omissions. In addition, Moelis did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet, or otherwise) of Spirit or Boeing, nor was Moelis furnished with any such evaluation or appraisal. Moelis was not provided with financial forecasts for Boeing, and, given the market capitalization of Boeing, the trading volume of Boeing Common Stock and the aggregate amount of Boeing Common Stock to be received by the Spirit Stockholders in the Merger, for purposes of its analysis, Moelis assumed, with the consent of the Spirit Board, that the value of Boeing Common Stock was the closing price per share on the last day prior to the review of its analysis by a Moelis fairness opinion committee.

Moelis’s opinion did not address Spirit’s underlying business decision to effect the Merger or the relative merits of the Merger as compared to any alternative business strategies or transactions that might be available to Spirit. Moelis’s opinion did not address any legal, regulatory, tax or accounting matters. Moelis was not asked to, and Moelis did not, offer any opinion as to any terms of the Merger Agreement or any aspect or implication of the Merger, except for the fairness of the Per Share Merger Consideration from a financial point of view to the holders of Spirit Common Stock. Moelis was not asked to, and Moelis did not, offer any opinion as to any terms of the Airbus Term Sheet or any aspect or implication of the transactions contemplated thereby. Moelis did not express any opinion as to what the value of Boeing Common Stock actually will be when issued pursuant to the Merger or the prices at which Spirit Common Stock or Boeing Common Stock may trade at any time. Moelis did not express any opinion as to fair value, viability or the solvency of Spirit or Boeing following the Closing. In rendering its opinion, Moelis assumed, with the consent of the Spirit Board, that the final executed form of the Merger Agreement would not differ in any material respect from the draft that Moelis reviewed, that the Merger would be consummated in accordance with the terms of the Merger Agreement without any waiver or modification that could be material to Moelis’s analysis, that the representations and warranties of each party set forth in the Merger Agreement were accurate and correct, and that the parties to the Merger Agreement would comply with all the material terms of the Merger Agreement. Moelis assumed, with the consent of the Spirit Board, that all governmental, regulatory or other consents or approvals necessary for the completion of the Merger would be obtained, except to the extent that could not be material to its analysis. Moelis was not authorized to solicit and did not solicit indications of interest in a possible transaction with Spirit from any party. Moelis also was not requested to, and did not, participate in the structuring or negotiation of the Merger.

Moelis’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Moelis as of, the date of its opinion, and Moelis assumed no responsibility to update its opinion for developments after the date of its opinion.

Moelis’s opinion did not address the fairness of the Merger or any aspect or implication thereof to, or any other consideration of or relating to, the holders of any class of securities, creditors or other constituencies of Spirit, other than the fairness of the Per Share Merger Consideration from a financial point of view to the holders of Spirit Common Stock. In addition, Moelis did not express any opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the Merger, or any class of such persons, relative to the Per Share Merger Consideration or otherwise. Moelis’s opinion was approved by a Moelis fairness opinion committee.

Summary of Financial Analyses

The following is a summary of the material financial analyses presented by Moelis to the Spirit Board at its meeting held on June 28, 2024, in connection with the delivery of the Moelis opinion. This summary describes the material analyses underlying Moelis’s opinion, but does not purport to be a complete description of the analyses performed by Moelis in connection with its opinion.

Some of the summaries of financial analyses below include information presented in tabular format. In order to fully understand Moelis’s analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Moelis’s analyses.

In this summary, stock prices (i) with respect to Spirit are based on the closing share price of Spirit Common Stock on February 29, 2024 (the day prior to Spirit’s press release confirming discussions with Boeing regarding a potential transaction and which Moelis deemed to be the unaffected trading date for purposes of its analyses (the “Unaffected Date”)) and June 26, 2024, and (ii) with respect to other companies are based on closing share prices on June 26, 2024.

For purposes of its analyses, Moelis calculated implied per share value ranges based on (i) Spirit’s net debt as of March 31, 2024, excluding Spirit’s 3.250% Exchangeable Senior Notes due 2028, (ii) Spirit’s non-controlling interests as of March 31, 2024, and (iii) the number of fully diluted shares of Spirit Common Stock as of June 26, 2024, assuming the principal amount of Spirit’s 3.250% Exchangeable Senior Notes due 2028 was converted to equity as of such date, excluding the potential issuance of additional shares as a result of any make-whole premium. All such information for Spirit was provided by management of Spirit.

For purposes of Moelis’s analyses:

•

“EBITDA” was generally calculated as the relevant company’s earnings before interest, taxes, depreciation and amortization.

•

“Adjusted EBITDA” was generally calculated as the relevant company’s EBITDA, adjusted for company defined non-recurring and non-cash items and burdened by stock based compensation expense. With respect to the Adjusted EBITDA of Spirit, Moelis used the “Adjusted EBITDA (excluding forward loss reversal)” measure included in the Spirit forecasted financial information.

•

“Total Enterprise Value” (or “TEV”) was generally calculated as the market value of the relevant company’s fully diluted common equity based on its closing stock price on a specified date, plus (a) debt less (b) cash and cash equivalents plus (c) the book value of preferred stock and non-controlling interests, where applicable (in each of the foregoing cases as of the relevant company’s most recently reported quarter end).

•

The implied value of the Per Share Merger Consideration was determined to be $37.25, based on the closing price of Boeing Common Stock of $178.50 on June 26, 2024, the last day prior to the review of Moelis’s analysis by a Moelis fairness opinion committee, and the Exchange Ratio implied by such share price.

Unless the context indicates otherwise, (i) the estimates of the future financial performance for the selected publicly traded companies listed below were based on publicly available research analyst estimates for those companies, and (ii) the estimates of the future financial performance of Spirit relied upon in the financial analyses described below were based on the Spirit forecasted financial information.

Discounted Cash Flow Analysis

Utilizing the Spirit forecasted financial information and other information and data provided by Spirit management, Moelis performed a discounted cash flow (“DCF”) analysis of Spirit to calculate the present value, as of March 31, 2024, of (a) the estimated future unlevered after-tax free cash flows

projected to be generated by Spirit for the nine months ending December 31, 2024 and the calendar years ending December 31, 2025 through December 31, 2028 and (b) the estimated terminal value of Spirit, taking into account the present value of Spirit’s tax attributes. For purposes of the DCF analysis, Moelis calculated unlevered free cash flow as Adjusted EBITDA less (i) cash taxes, (ii) capital expenditures and (iii) change in net working capital and other.

Moelis utilized a range of discount rates of 9.50% to 11.75% based on an estimated range of the weighted average cost of capital (“WACC”) for Spirit. The estimated WACC range was derived using the Capital Asset Pricing Model and a size premium. Moelis used the foregoing range of discount rates to calculate the present values as of March 31, 2024 of (i) the estimated unlevered after-tax free cash flows of Spirit for the nine months ending December 31, 2024 and the calendar years ending December 31, 2025 through December 31, 2028 (in each case, discounted using a mid-year discounting convention) and (ii) the estimated terminal values derived by applying a range of selected terminal multiples of 7.00x to 8.75x to Spirit’s estimated terminal year Adjusted EBITDA.

For purposes of selecting the reference range to apply to Spirit’s estimated terminal year Adjusted EBITDA, Moelis noted that (i) the low-end of the selected reference range was informed by the historical median trading multiples for Spirit during selected periods prior to the temporary grounding of the Boeing 737 MAX beginning in 2019 and the trading multiples for Spirit on the Unaffected Date and (ii) the high-end of the range was informed by the historical median trading multiple discount for Spirit to the median trading multiple of the Selected Companies (as defined below) during selected periods prior to the Boeing 737 MAX grounding and the top of the range of the middle quartiles for the historical trading multiples for Spirit during periods prior to the temporary grounding of the Boeing 737 MAX beginning in 2019. Based on the foregoing analysis and its professional judgement and experience, Moelis selected a multiple range of 7.00x to 8.75x estimated terminal year Adjusted EBITDA. Moelis then applied such multiple range to Spirit’s estimated terminal year Adjusted EBITDA provided by Spirit’s management to calculate the estimated terminal values.

In calculating the implied per share value range for Spirit Common Stock, Moelis separately calculated the net present value as of March 31, 2024 of Spirit’s tax attributes, including net operating losses, tax credits and other tax attributes, with the utilization based on cash tax savings estimates provided by Spirit’s management for calendar years ending December 31, 2024 through December 31, 2028 (in each case, discounted using a mid-year discounting convention) and using an estimated cost of equity range for Spirit of 10.25% to 17.25%.

The DCF analysis indicated an implied per share value range for Spirit Common Stock of $17.29 to $30.24 per share. Moelis compared such implied per share value range to the implied value of the Per Share Merger Consideration of $37.25.

Selected Publicly Traded Companies Analysis

Moelis reviewed financial and stock market information of the selected publicly traded companies noted below (the “Selected Companies”), which Moelis determined, based on its professional judgment and experience, to be generally relevant in certain respects to Spirit for purposes of this analysis. In determining the publicly traded companies to use in this analysis, Moelis referenced publicly traded companies that operate in the aerospace and defense sector that are direct suppliers to aircraft manufacturers and have substantive build-to-print content, with a focus on companies with aerostructures products as part of their portfolios. Moelis excluded publicly traded companies that primarily design their own products and retain the intellectual property, or whose primary customers are aeroengine manufacturers, or that derive a significant portion of their revenue from aerospace aftermarket product sales.

The Selected Companies used by Moelis in this analysis are as follows:

•

Melrose Industries plc (“Melrose”)

•

Triumph Group, Inc. (“Triumph”)

•

Ducommun Incorporated (“Ducommun”)

•

Senior plc (“Senior”)

•

Héroux-Devtek Inc. (“Héroux-Devtek”)

•

FACC AG (“FACC”)

Moelis reviewed and analyzed, among other things, the TEV of each of the Selected Companies, as well as Spirit, as a multiple of estimated Adjusted EBITDA for each of the calendar years 2025 and 2026, in each case as of, and based on publicly available consensus research estimates as of, (i) February 29, 2024 (the Unaffected Date) and (ii) June 26, 2024. Moelis noted that, as a result of the depressed production rates at Boeing and Spirit, trading multiples for calendar year 2024 were considered to be less informative and were excluded for purposes of the Moelis analysis.

The Selected Companies and their implied TEV to estimated Adjusted EBITDA for each of the calendar years 2025 and 2026 used by Moelis in this analysis are summarized in the following table:

Unaffected Date

June 26, 2024

TEV / 2025E
Adjusted
EBITDA

TEV / 2026E
Adjusted
EBITDA

TEV / 2025E
Adjusted
EBITDA

TEV / 2026E
Adjusted
EBITDA

Selected Companies

Melrose

10.9x

9.7x

10.2x

8.9x

Triumph

11.4x

10.7x

9.2x

8.0x

Ducommun

8.2x

7.5x

8.5x

7.7x

Senior

6.9x

6.3x

7.2x

6.4x

Héroux-Devtek

8.3x

7.8x

9.6x

8.9x

FACC

6.1x

5.8x

9.0x

7.1x

Mean

8.7x

8.0x

8.9x

7.8x

Median

8.3x

7.6x

9.1x

7.9x

Spirit

7.2x

6.2x

9.3x

7.4x

In reviewing the characteristics of Spirit and the Selected Companies for purposes of selecting the reference ranges to apply to Spirit’s estimated financial metrics, Moelis ultimately considered Spirit as its own best reference point given that there were no other publicly traded companies whose earnings profiles were primarily attributable to the aerostructures business and who derived over 60% of their revenue from a single customer (Boeing, in the case of Spirit). Moelis noted that aerostructures businesses supplying structural components to aircraft OEMs (such as Boeing and Airbus) are typically viewed as having lower trading multiples from a valuation perspective than other portions of the aerospace supply chain (such as aeroengine or aerospace systems businesses) given that aerostructures businesses exhibit a combination of high capital intensity, lack of hard intellectual property (such as ownership of designs of components) and highly competitive pricing dynamics from a limited set of customers with single-digit EBITDA margins. Moelis also noted that Spirit itself had lower EBITDA margins as compared to the Selected Companies. Moelis considered but placed less emphasis on (i) Melrose, given that over 60% of its EBITDA was derived from its higher margin aeroengine components business, (ii) FACC, given that a single shareholder holds more than 55% of FACC’s voting rights and that FACC trades on the Vienna Stock Exchange with limited float and (iii) Héroux-Devtek due to its lack of aerostructures exposure and relatively low public float.

In determining the selected reference ranges to apply to Spirit’s estimated financial metrics, Moelis noted that (i) the low-end of the selected reference ranges was informed by the trading multiples for Spirit on the Unaffected Date and (ii) the high-end of the selected reference ranges was informed by the median trading multiple discount for Spirit to the median trading multiple of the Selected Companies on the Unaffected Date and during selected periods prior to the Boeing 737 MAX grounding.

Based on the foregoing analysis and its professional judgement and experience, Moelis selected (i) a reference range for TEV/2025E Adjusted EBITDA multiples for Spirit of 7.0x to 8.5x and (ii) a reference range for TEV/2026E Adjusted EBITDA multiples for Spirit of 6.0x to 7.5x. Moelis then applied these multiples to Spirit’s 2025E Adjusted EBITDA and 2026E Adjusted EBITDA based on the Spirit forecasted financial information. This analysis indicated implied per share value ranges for Spirit Common Stock of $21.98 to $32.60 per share (based on 2025E Adjusted EBITDA) and $16.54 to $27.57 (based on 2026E Adjusted EBITDA). Moelis compared such implied per share value ranges to the implied value of the Per Share Merger Consideration of $37.25.

Other Information

Moelis also noted for the Spirit Board certain additional factors that were not considered part of Moelis’s financial analysis with respect to its opinion but were referenced for informational purposes only, including, among other things:

Selected Precedent Transactions Analysis

Moelis reviewed and considered, but Moelis’s opinion did not rely on, financial information for six selected precedent transactions, which Moelis determined, based on its professional judgment and experience, to be generally relevant in certain respects to Spirit for purposes of this analysis. In determining the precedent transactions to use in this analysis, Moelis referenced precedent transactions that (i) were announced in the last 15 years with TEVs of at least $250 million and (ii) involved target companies that operate in the aerospace and defense sector that are direct suppliers to aircraft manufacturers and have substantive build-to-print content, with a focus on companies with aerostructures products as part of their portfolios.

In performing its analysis, Moelis reviewed and analyzed, among other things, the implied TEV of the target business for each of the selected precedent transactions as a multiple of the last twelve month (“LTM”) and next twelve month (“NTM”) EBITDA for each target business. Financial data for such selected precedent transactions were based on public filings and other publicly available information relating to the relevant transaction, and LTM and NTM EBITDA for each target company were calculated based on publicly available financial data at the time of announcement of the relevant selected precedent transaction.

Based on the foregoing analysis and its professional judgement and experience, Moelis selected (i) a reference range for TEV/LTM Adjusted EBITDA multiples for Spirit of 8.5x to 9.5x and (ii) a reference range for TEV/NTM Adjusted EBITDA multiples for Spirit of 8.0x to 9.0x. Moelis then applied these multiples to Spirit’s LTM Adjusted EBITDA as of March 31, 2024 and Spirit’s NTM Adjusted EBITDA as of March 31, 2024 based on the Spirit forecasted financial information. Under this analysis, the implied TEV for Spirit was less than Spirit’s net debt along the entire LTM multiple range and at the low-end of the NTM multiple range. As a result, this analysis indicated an implied per share value range for Spirit Common Stock of $0.00 per share based on LTM multiples and $0.00 to $2.91 per share based on NTM multiples. Moelis compared such implied per share value ranges to the implied value of the Per Share Merger Consideration of $37.25.

While Moelis reviewed and considered the selected precedent transactions, Moelis ultimately considered this analysis for reference only due to the recent historical and near-term expected financial challenges at Spirit as a result of the depressed production rates at Boeing and Spirit.

52-Week High / Low

Moelis reviewed the historical trading performance of Spirit Common Stock over a 52-week period ending June 26, 2024, which ranged from a closing share price low of $14.84 on September 21, 2023 to a closing share price high of $36.07 on March 28, 2024. For reference only, Moelis compared this share price range with the implied value of the Per Share Merger Consideration of $37.25.

Equity Research Analyst Share Price Targets

Moelis reviewed publicly available share price targets from Wall Street equity research for Spirit Common Stock published as of June 26, 2024, which ranged from $29.00 per share to $40.00 per share, with a median of $35.00 per share, and as of the Unaffected Date, which ranged from $26.00 per share to $45.00 per share, with a median of $34.00 per share. For reference only, Moelis compared these ranges with the implied value of the Per Share Merger Consideration of $37.25.

Miscellaneous

This summary of the analyses is not a complete description of Moelis’s opinion or the analyses underlying, and factors considered in connection with, Moelis’s opinion. The preparation of a fairness opinion is a complex analytical process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Moelis’s opinion. In arriving at its fairness determination, Moelis considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Rather, Moelis made its fairness determination on the basis of its experience and professional judgment after considering the results of all of its analyses.

No company or transaction used in the analyses described above is identical to Spirit or the Merger. In addition, such analyses do not purport to be appraisals, nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by such analyses. Because the analyses described above are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, neither Spirit nor Moelis or any other person assumes responsibility if future results are materially different from those forecasts.

Except as described in this summary, the Spirit Board imposed no other instructions or limitations on Moelis with respect to the investigations made or procedures followed by Moelis in rendering its opinion. The Per Share Merger Consideration was determined through arm’s length negotiations between the parties to the Merger Agreement and was approved by the Spirit Board. Moelis did not recommend any specific consideration to Spirit or the Spirit Board or advise Spirit or the Spirit Board that any specific amount or type of consideration constituted the only appropriate consideration in connection with the Merger.

Moelis was engaged by Spirit to render its opinion and earned a fee of $5.0 million upon delivery of its opinion, which fee was not contingent upon either the conclusion expressed in its opinion or successful consummation of the Merger. In addition, Spirit has agreed to reimburse Moelis for certain

of its expenses, including the reasonable costs of Moelis’s legal counsel, and indemnify Moelis and related persons for certain liabilities, including liabilities under the federal securities laws, arising out of its engagement. Spirit selected Moelis as a financial advisor in connection with the Merger because Moelis has substantial experience in similar transactions and familiarity with Spirit. Moelis is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, strategic transactions, corporate restructurings and valuations for corporate and other purposes.

Moelis’s affiliates, employees, officers and partners may at any time own securities (long or short) of Spirit, Boeing and Airbus. In the past three years prior to the date of its opinion, Moelis did not provide investment banking or other services to Boeing. In the past three years prior to the date of its opinion, Moelis acted as a financial advisor (i) to Spirit in connection with a refinancing and capital raise that was consummated in 2023, for which Moelis received a fee of approximately $3.8 million, and (ii) a division of Airbus in connection with an acquisition transaction that was consummated in 2024, for which Moelis received a fee of approximately $4.0 million. In the future, Moelis may provide investment banking and other services to Spirit, Boeing or Airbus and may receive compensation for such services.

Certain Matters Relating to Morgan Stanley

Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley and its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of their customers, in debt or equity securities or loans of Spirit, Boeing, Airbus or any other company, or any currency or commodity, that may be involved in the transactions contemplated by the Merger Agreement, or any related derivative instrument.

Under the terms of its engagement letter, Morgan Stanley provided the Spirit Board with financial advisory services in connection with the Merger. Spirit has agreed to pay Morgan Stanley for its services in connection with the Merger an aggregate fee, all of which is contingent upon the closing of the Merger, which is estimated, as of the date of this proxy statement/prospectus, to be approximately $51.0 million. Spirit has also agreed to reimburse Morgan Stanley for its reasonable expenses, including fees of outside counsel and other professional advisors, incurred in connection with its engagement. In addition, Spirit has agreed to indemnify Morgan Stanley and its affiliates, their respective officers, directors, employees, advisors and agents and each other person, if any, controlling Morgan Stanley or any of its affiliates against certain losses, claims, damages and liabilities relating to or arising out of or in connection with Morgan Stanley’s engagement. Morgan Stanley has also received and expects to receive aggregate fees of between $5.0 million and $15.0 million in connection with the Morgan Stanley Bridge Facility.

As of May 28, 2024 (the latest date of relationship disclosure provided to the Spirit Board), Morgan Stanley held an aggregate interest of between 3% and 4% in Spirit Common Stock, between 1% and 2% in Boeing Common Stock and between 1% and 2% in the common stock of Airbus, which interests were held in connection with Morgan Stanley’s (i) investment management business, (ii) wealth management business, including client discretionary accounts or (iii) ordinary course trading activities, including hedging activities. In the two years prior to May 28, 2024, Morgan Stanley and its affiliates provided financing services to Spirit and received aggregate fees of between $15.0 million and $25.0 million for such services. In the two years prior to May 28, 2024, Morgan Stanley and its affiliates provided financing services to Boeing and received aggregate fees of between $5.0 million and $10.0 million for such services. Morgan Stanley was, as of May 28, 2024, and currently is providing financial advisory services to an affiliate of Boeing, unrelated to the Merger, for which Morgan Stanley expects to receive customary fees if the relevant transaction is completed. Morgan Stanley expects that such fees would be less than the fees Morgan Stanley would receive from Spirit in connection with the Merger. In the two years prior to May 28, 2024, Morgan Stanley and its affiliates provided financing services to Airbus and received aggregate fees of less than $2.0 million for such services. Morgan Stanley was, as of May 28, 2024, and currently is providing financial advisory services to an affiliate of Airbus, unrelated to the Merger, for which Morgan Stanley expects to receive customary fees if the relevant transaction is completed. Morgan Stanley expects that such fees would be less than the fees Morgan Stanley would receive from Spirit in connection with the Merger. With the permission of the Spirit Board, Morgan Stanley acted as an underwriter and joint book-running manager for Boeing’s October 2024 public offerings of Boeing Common Stock and Boeing depositary shares. In connection with those offerings, Morgan Stanley received compensation from Boeing, consisting of underwriting discounts, of approximately $8 million. In addition, Morgan Stanley or an affiliate thereof is a lender to each of Boeing and Airbus and, as a result of the Morgan Stanley Bridge Facility, Spirit. Morgan Stanley may seek to provide financial advisory and financing services to Spirit, Boeing and Airbus and their respective affiliates in the future and would expect to receive fees for the

rendering of these services. In connection with Morgan Stanley’s work on the Potential Financing, Spirit will pay or reimburse Morgan Stanley for certain expenses.

Interests of Certain Spirit Directors and Executive Officers in the Merger

In considering the recommendation of the Spirit Board that Spirit Stockholders vote ”FOR” the Merger Agreement Proposal, Spirit Stockholders should be aware that Spirit’s executive officers and nonemployee directors have interests in the Merger that may be different from, or in addition to, those of Spirit Stockholders generally. The Spirit Board was aware of and considered these interests, among other matters, in approving the Merger Agreement and the Merger and in recommending that Spirit Stockholders vote their shares of Spirit Common Stock in favor of the Merger Agreement Proposal, the Advisory Compensation Proposal and the Adjournment Proposal.

Executive Officers and Nonemployee Directors

For purposes of this disclosure, Spirit’s named executive officers are:


Name		Position
Patrick M. Shanahan		President and Chief Executive Officer
Irene M. Esteves⁽¹⁾		Executive Vice President and Chief Financial Officer
Scott M. McLarty		Senior Vice President, Airbus and Regional/Business Jets Programs
William E. Brown⁽²⁾		Former Senior Vice President, Quality
Alan W. Young⁽³⁾		Former Senior Vice President and Chief Procurement Officer
Mark J. Suchinski⁽⁴⁾		Former Senior Vice President and Chief Financial Officer
Duane F. Hawkins⁽⁵⁾		Former Executive Vice President; President, Defense and Space Division
Thomas C. Gentile III⁽⁶⁾		Former President and Chief Executive Officer
Samantha J. Marnick⁽⁷⁾		Former Executive Vice President, Chief Operating Officer and President, Commercial

(1)	Ms. Esteves was appointed to the position of Executive Vice President and Chief Financial Officer of Spirit on June 4, 2024 following Mark J. Suchinski’s resignation as Senior Vice President and Chief Financial Officer of Spirit.

(2)	Mr. Brown retired from his role as Senior Vice President, Quality of Spirit effective March 17, 2024 and following such retirement has continued his employment as a Senior Advisor to Spirit to facilitate an orderly transition through March 15, 2025 (or such other date mutually agreed).

(3)	Mr. Young separated from employment with Spirit effective July 18, 2024.

(4)	Mr. Suchinski resigned as Senior Vice President and Chief Financial Officer of Spirit effective June 4, 2024.

(5)	Mr. Hawkins retired from his role as Executive Vice President of Spirit and President, Defense and Space Division of Spirit effective April 1, 2023, and following such retirement continued his employment as a Senior Advisor to Spirit to facilitate an orderly transition through April 1, 2024.

(6)	Mr. Gentile separated from employment with Spirit effective September 30, 2023.

(7)	Ms. Marnick separated from employment with Spirit effective November 27, 2023.

In accordance with SEC rules, this disclosure also covers current and former executive officers of Spirit who served as executive officers at any time since January 1, 2023 and who are currently active employees of Spirit (collectively, the “Other Covered Employees”). The Other Covered Employees comprise Sean Black (Senior Vice President, Engineering and R&T); Terry George (Senior Vice President of Wichita and Tulsa Operations); Kailash Krishnaswamy (Senior Vice President and Chief Procurement Officer); David Myers (General Counsel); Keith Schrader (Vice President of Spirit AeroSystems Defense & Space); Justin Welner (Senior Vice President and Chief Administration Officer & Compliance Officer); Gregg Brown (Senior Vice President Global Quality); and Damon Ward (Vice President, Corporate Controller). In addition, former employees Mindy McPheeters (former Senior Vice

President, General Counsel and Corporate Secretary), who separated from employment with Spirit effective July 21, 2024, and Mark Miklos (former Senior Vice President of Spirit AeroSystems Defense & Space), who separated from employment with Spirit effective November 21, 2024, are also covered by the SEC rules applicable to this disclosure, but since they are not expected to receive any benefits in connection with the Merger that are different from those received by stockholders generally, they are not included in the discussion below.

For purposes of this disclosure, Spirit’s nonemployee directors are: Robert D. Johnson; Stephen A. Cambone; Jane P. Chappell; William A. Fitzgerald; Paul E. Fulchino; Ronald T. Kadish; John L. Plueger; James R. Ray, Jr.; and Laura H. Wright.

Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

•

the Effective Time is July 31, 2024, which is the assumed date of the Closing solely for purposes of the disclosure in this section;

•

the relevant price per share of Spirit Common Stock is $34.01, which is the average closing price per share of Spirit Common Stock as reported on the NYSE over the first five business days following the first public announcement of the Merger on July 1, 2024;

•

each executive officer of Spirit experiences a qualifying termination of employment (i.e., a termination of employment by Spirit and/or Boeing without “cause” or, to the extent applicable, by the executive officer for “good reason,” as such terms are defined in the relevant plans and agreements) immediately following the assumed Effective Time of July 31, 2024;

•

at the Effective Time, the performance metrics applicable to Spirit PSUs will be deemed to have been achieved at the target level of performance when such PSUs convert to time-vesting Spirit RSUs;

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the potential payments and benefits described in this section are not subject to a “cutback” to avoid the “golden parachute” excise tax that may be imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”);

•

executive officers’ salary and total eligible target cash bonus levels are as in effect as of the date of this proxy statement/prospectus; and

•

amounts included herein do not attempt to forecast any additional equity grants or other awards or forfeitures that may occur prior to the date on which the Closing actually occurs (the “Closing Date”) following the assumed Effective Time of July 31, 2024.

As the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate as of the date referenced, the actual amounts, if any, that may be paid or become payable may materially differ from the amounts set forth below.

Treatment and Quantification of Spirit Equity Awards

Each of Spirit’s directors, named executive officers and Other Covered Employees will be entitled to receive, for each vested share of Spirit common stock such individual holds, the Per Share Merger Consideration in the same manner as other Spirit Stockholders.

With respect to Spirit equity awards, the awards held by nonemployee directors, Spirit named executive officers and Other Covered Employees will be treated the same as the Spirit equity awards held by employees generally, as described in the section entitled “The Merger—Treatment of Spirit Equity Awards and ESPP” beginning on page 114 of this proxy statement/prospectus.

At the Effective Time, each Spirit restricted share and Spirit RSU held by the nonemployee members of the Spirit Board, whether vested or unvested, will convert into the right to receive shares of Boeing Common Stock in the manner described for Specified Awards in the section entitled “The Merger—Treatment of Spirit Equity Awards and the ESPP” beginning on page 114 of this proxy statement/prospectus. Based on the assumptions described under the section entitled “—Interests of Certain Spirit Directors and Executive Officers in the Merger—Certain Assumptions,” the estimated aggregate amount that would become payable to Spirit’s nine nonemployee directors in respect of their Spirit restricted shares is $1,040,366 and in respect of their Spirit RSUs is $2,680,363.

At the Effective Time, each Spirit RSU and Spirit PSU held by Spirit’s executive officers will be treated in the manner described in the section entitled “The Merger—Treatment of Spirit Equity Awards and the ESPP” beginning on page 114 of this proxy statement/prospectus, and will remain subject to the same time-based vesting conditions and other terms and conditions as were applicable immediately prior to and after giving effect to the Effective Time (except that the performance metrics applicable to Spirit’s PSUs shall not apply from and after the Effective Time). Each converted Spirit RSU and Spirit PSU will immediately vest and become nonforfeitable in the event that an executive officer experiences a qualifying termination of employment by Spirit and/or Boeing during the period beginning 30 days prior to, and ending two years following the Effective Time (other than the equity awards described below for Mr. Shanahan and Ms. Esteves, which vest upon certain qualifying terminations pursuant to their individual award agreements and employment agreements), as further described in the section entitled “—Severance Payments Upon a Qualifying Termination Prior to or Following the Effective Time.” See the section entitled “—Interests of Certain Spirit Directors and Executive Officers in the Merger—Quantification of Potential Payments and Benefits to Spirit’s Named Executive Officers” for an estimate of the amounts that would become payable to each Spirit named executive officer in respect of their Spirit RSUs and Spirit PSUs. Based on the assumptions described above under the section entitled “—Interests of Certain Spirit Directors and Executive Officers in the Merger—Certain Assumptions,” the estimated aggregate amount that would become payable upon a qualifying termination to Other Covered Employees as a group in respect of their unvested converted Spirit RSUs is $3,903,600 and unvested converted Spirit PSUs is $3,630,364.

Severance Payments Upon a Qualifying Termination Prior to or Following the Effective Time

Senior Management Severance Plan

On July 31, 2024, the Spirit Board adopted the Senior Management Severance Plan, effective as of July 30, 2024, pursuant to which employees with the title Director and above may become eligible to receive severance payments and benefits upon certain qualifying termination events. The Senior Management Severance Plan provides for severance benefits in the event of a participant’s “qualifying termination,” which is a termination of employment without “cause” or for “good reason.” All severance benefits are offset by statutory severance provided by applicable law and other termination-related payments provided by the participant’s employment or service agreement, as applicable. Additionally, all severance benefits are conditioned on the participant signing and not revoking a general release of claims and complying with the terms of any restrictive covenants, including non-competition, non-solicitation, non-disparagement and confidentiality covenants. If a participant experiences a qualifying termination, such participant will be entitled to receive (i) a cash lump sum equal to 12 months of the participant’s then current annual base salary and (ii) an additional cash lump sum equal to the cost of COBRA medical and dental benefits coverage for a period of 12 months. Spirit also provides post-termination severance compensation through individual agreements with Mr. Shanahan and Ms. Esteves as described below.

The potential value of the payments and benefits that Spirit’s named executive officers may receive on a qualifying termination under the senior management severance plan and individual agreements is shown in the section entitled “—Quantification of Potential Payments and Benefits to

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Spirit Named Executive Officers” beginning on page 104 of this proxy statement/prospectus. The aggregate estimated value of the payments and benefits that the Other Covered Employees may receive on a qualifying termination, based on the assumptions described in the section entitled “—Interests of Certain Spirit Directors and Executive Officers in the Merger—Certain Assumptions,” is $3,385,000.

Employment and Individual Award Agreements with Mr. Shanahan

On June 30, 2024, in connection with the signing of the Merger Agreement, Spirit granted a one-time award of restricted stock units to Mr. Shanahan (the “CEO Retention RSU Grant”). The CEO Retention RSU Grant will vest upon the earlier of (a) the one-year anniversary of the grant date and (b) the completion of the Merger, subject to Mr. Shanahan’s continued employment with Spirit through such date. If Mr. Shanahan’s employment is terminated by Spirit without cause or by Mr. Shanahan for good reason, then, for as long as Mr. Shanahan complies with his continuing obligations under his employment agreement, including non-competition, non-solicitation and other restrictive covenants, and contingent upon Mr. Shanahan’s timely execution and non-revocation of a release of claims in favor of Spirit and its affiliates, the CEO Retention RSU Grant would be treated as 100% vested.

Pursuant to Mr. Shanahan’s employment agreement, in the event of a qualifying termination within one year of a change in control, then Mr. Shanahan will be eligible to receive cash severance equal to one year’s annualized base salary. Under the terms of Mr. Shanahan’s employment agreement, had such qualifying termination occurred prior to September 30, 2024, then Mr. Shanahan would have been eligible to receive additional cash severance equal to the portion of his annualized base salary that he would otherwise have received during the one-year period of employment following September 30, 2023, but for the qualifying termination. Pursuant to Mr. Shanahan’s employment agreement and individual award agreement, if he experiences a qualifying termination, regardless of whether a change in control has occurred, then the RSU award granted on September 30, 2023 in connection with his employment will become fully vested as of the date of such qualifying termination. The potential severance benefits described in this paragraph are subject to Mr. Shanahan’s continued compliance with the confidentiality, non-competition and non-solicitation covenants set forth in his employment agreement and satisfaction of a release of claims requirement.

Employment and Individual Award Agreements with Ms. Esteves

Under Ms. Esteves’s employment agreement, if a qualifying termination had occurred within six months of June 5, 2024 (including following a change in control), then, for as long as Ms. Esteves complied with her continuing obligations under the employment agreement, including non-competition, non-solicitation and other restrictive covenants, she would have been entitled to full acceleration of her one-time RSU award granted on June 5, 2024. Ms. Esteves’s employment agreement provides that Ms. Esteves is eligible to receive a retention bonus payable in a lump sum amount of $250,000 if she remains employed by Spirit through the earlier of April 1, 2025 or a change in control.

Retirement Agreement and General Release with Mr. Brown

On February 20, 2024, Spirit and William E. Brown entered into a Retirement Agreement and General Release (the “Brown Retirement Agreement”), pursuant to which Mr. Brown resigned as an executive officer effective March 17, 2024. Mr. Brown currently serves as Senior Advisor to Spirit, which service is expected to continue through March 15, 2025, or such other date as may be mutually agreed (the “Retirement Date”). Mr. Brown will continue to receive his current base salary through the Retirement Date, and Mr. Brown is eligible to receive a prorated bonus for the period from January 1, 2024 until the Retirement Date based on a target award opportunity of 100% of his annual base salary, subject to actual achievement of performance under the STIP. Mr. Brown is not entitled to

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receive any new equity grants for 2025, and the equity awards previously granted to him under the Amended and Restated 2014 Omnibus Incentive Plan will continue to vest until the Retirement Date in accordance with their terms, which include, by reason of Mr. Brown’s retirement after reaching age 62, accelerated vesting of certain time-based awards and prorated accelerated vesting of certain performance-based awards, subject to satisfaction of performance conditions. The Brown Retirement Agreement also contains non-competition and non-solicitation provisions, as well as confidentiality and non-disparagement provisions and a general release of claims against Spirit.

Retirement Agreement and General Release with Mr. Hawkins

On January 16, 2023, Spirit and Duane Hawkins entered into a Retirement Agreement and General Release (the “Hawkins Retirement Agreement”), pursuant to which Mr. Hawkins resigned as an executive officer effective April 1, 2023, and continued his employment as Senior Advisor to Spirit until April 1, 2024. Pursuant to the Hawkins Retirement Agreement, upon his retirement, certain time-based equity awards and a pro-rata portion of his performance-based equity awards accelerated, subject to satisfaction of performance conditions. Mr. Hawkins is also eligible to receive a prorated bonus for the period between January 1, 2024 and April 1, 2024 based on a target award opportunity of 75% of his annual base salary, subject to actual achievement of performance under the STIP. The Hawkins Retirement Agreement also contains non-competition and non-solicitation provisions, as well as confidentiality and non-disparagement provisions and a general release of claims against Spirit.

Perquisite Allowance Plan

In the event of an executive’s qualifying termination 30 days prior to, or two years following, a change in control, the Spirit Perquisite Allowance Plan provides for payment of the remaining unused portion of such executive’s allowance for the calendar year in which the qualifying termination occurs.

The potential value of the payments and benefits that Spirit’s named executive officers may receive on a qualifying termination under the Spirit Perquisite Allowance Plan described above is shown in the section entitled “—Quantification of Potential Payments and Benefits to Spirit Named Executive Officers” beginning on page 104 of this proxy statement/prospectus. The aggregate estimated value of the payments and benefits that the Other Covered Employees may receive on a qualifying termination, based on the assumptions described in the section entitled “—Interests of Certain Spirit Directors and Executive Officers in the Merger—Certain Assumptions” is $31,189.

Long-Term Incentive Program

Pursuant to Spirit’s Long-Term Incentive Program (“LTIP”), upon a participant’s qualifying termination 30 days prior to, or two years following a change in control, such participant will receive a cash award equal to the dollar value of the long-term incentive award that would have been made to such participant in the ordinary course of business within the 12-month period following the date of such qualifying termination, based on such participant’s annual base pay in effect on the date of the qualifying termination.

The potential value of the payments and benefits that Spirit’s named executive officers may receive on a qualifying termination under the LTIP described above is shown in the section entitled “—Quantification of Potential Payments and Benefits to Spirit Named Executive Officers” beginning on page 104 of this proxy statement/prospectus. The aggregate estimated value of the payments and benefits that the Other Covered Employees may receive on a qualifying termination, based on the assumptions described in the section entitled “—Interests of Certain Spirit Directors and Executive Officers in the Merger—Certain Assumptions” is $3,429,500.

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Treatment of Annual Bonuses

In the event that the Closing occurs on or prior to the end of the applicable performance period for annual incentives in respect of the calendar year in which the Closing occurs, or prior to the payment of such annual incentives, Spirit employees, including the Spirit named executive officers and the Other Covered Employees, will be eligible to receive an annual bonus for such calendar year based on actual performance, which will be determined as provided in the Merger Agreement.

Additionally, pursuant to the terms of the Spirit Short-Term Incentive Program (“STIP”), upon a participant’s qualifying termination 30 days prior to, or two years following, a change in control, such participant will be entitled to receive his or her STIP benefit for the full plan year in which the qualifying termination occurs, with such performance metrics deemed achieved at the target level of performance.

The potential value of the annual bonus payments that Spirit’s named executive officers may receive at the Effective Time is shown in the section entitled “—Quantification of Potential Payments and Benefits to Spirit Named Executive Officers” beginning on page 104 of this proxy statement/prospectus. The aggregate estimated value of the annual bonus payments that the Other Covered Employees may receive at the Effective Time, based on the assumptions described in the section entitled “—Interests of Certain Spirit Directors and Executive Officers in the Merger—Certain Assumptions” is $2,434,500.

Retention Bonuses

Under the Merger Agreement, Spirit may establish a cash retention bonus program in the aggregate amount of $50 million (the “Retention Bonuses”) for the benefit of certain Spirit employees (including certain of Spirit’s named executive officers and Other Covered Employees). The Retention Bonuses are payable in two tranches, subject in each case to the recipient’s continued employment through the applicable payment date. In each case, the first 50% of the Retention Bonus will vest and become payable on the earlier of (a) December 15, 2024, and (b) the Closing Date; and the remaining 50% of the Retention Bonus will vest and become payable on the next regularly scheduled payroll date following the earlier of (a) the 90th day following the Closing Date and (b) the termination of the Merger Agreement. In the event of a recipient’s qualifying termination (as defined in the participant’s underlying cash retention bonus agreement) following the Closing, and to the extent the second tranche has not yet vested or been paid, the second tranche will immediately become vested and payable. Additionally, pursuant to her employment agreement, Ms. Esteves is eligible to receive a retention bonus payable in a lump sum amount of $250,000 if she remains employed by Spirit through the earlier of April 1, 2025 or a change in control (which the Merger would constitute). The amounts of the Retention Bonuses that have been approved as of the date of this proxy statement/prospectus that Spirit’s named executive officers may receive are shown in the section entitled “—Quantification of Potential Payments and Benefits to Spirit’s Named Executive Officers” beginning on page 104 of this proxy statement/prospectus. The aggregate expected value of the retention bonus payments that the Other Covered Employees may receive is $5,490,000.

280G Mitigation Actions

The Merger Agreement permits Spirit to, subject to prior consultation with Boeing, take certain tax-planning actions to mitigate any adverse tax consequences under the “golden parachute” provisions of Sections 280G and 4999 of the Code that could arise in connection with the completion of the Merger. Under the Merger Agreement, the tax-planning and mitigation actions may include accelerating cash payments that would have vested and otherwise become payable in calendar year 2025 or 2026 in the ordinary course of business, and accelerating settlement of equity incentive awards that would have vested and otherwise become payable in calendar year 2025 or thereafter. On

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October 15, 2024, following consultation with Boeing, the Compensation Committee of the Spirit Board approved the acceleration into December 2024 of the vesting and settlement in shares of Spirit Common Stock of certain time-based restricted stock units (“Accelerated RSUs”) that otherwise would have vested and been settled in 2025 for affected individuals (including certain of Spirit’s executive officers) to mitigate the potential impact of the excise tax imposed on amounts that constitute “excess parachute payments” under Section 280G of the Code on such individuals. In accordance with the Merger Agreement, Spirit may take further action in consultation with Boeing to mitigate the potential impact of Section 280G, including accelerating annual cash incentive payments that would have become payable in 2025.

The accelerated vesting and settlement of the Accelerated RSUs will offset the corresponding payments or amounts each affected individual would otherwise have been entitled to receive upon the consummation of the Merger or otherwise in 2025, precluding duplication of payments. All accelerated payments with respect to the Accelerated RSUs will be reduced by applicable tax withholdings and are subject to the terms and conditions of the 280G Acceleration and Clawback Acknowledgment (the “Acknowledgment”) signed by each affected individual in connection with such accelerated vesting and settlement. The Acknowledgment provides that if an affected individual’s employment with Spirit or a subsidiary of Spirit is terminated other than upon a Qualifying Termination (as defined in the Acknowledgment) prior to the date on which the Accelerated RSUs would have vested and settled, but for the accelerated vesting and settlement of the Accelerated RSUs, then the applicable cash value representing the number of shares underlying the Accelerated RSUs will be required to be repaid to Spirit.

Compensation Arrangements with Boeing

Prior to the Effective Time, Boeing may in its discretion initiate negotiations of agreements, arrangements and understandings with certain of Spirit’s executive officers regarding compensation and benefits and may enter into definitive agreements with certain of Spirit’s executive officers regarding continued employment with, or the right to purchase or participate in the equity of, Boeing or one or more of its affiliates. As of the date of this proxy statement/prospectus, no such agreements, arrangements or understandings have been entered into between any of Spirit’s executive officers and Boeing.

Indemnification; Directors’ and Officers’ Insurance

The Merger Agreement provides that directors and officers of Spirit will have the right to indemnification and continued coverage under directors’ and officers’ liability insurance policies for a period of six years following the Effective Time. For additional information, see the section entitled “The Merger Agreement—Indemnification; Directors’ and Officers’ Insurance” beginning on page 142 of this proxy statement/prospectus.

Quantification of Potential Payments and Benefits to Spirit’s Named Executive Officers

In accordance with Item 402(t) of Regulation S-K, the table below sets forth, for each Spirit named executive officer, estimates of the amounts of compensation that are based on or otherwise relate to the Merger and that will or may become payable to such Spirit named executive officer either immediately at the Effective Time (i.e., on a “single-trigger” basis) or in the event of a qualifying termination of employment following the Merger (i.e., on a “double-trigger” basis). Spirit Stockholders are being asked to approve, on a non-binding, advisory basis, such compensation of the Spirit named executive officers. Because the vote to approve such compensation is an advisory vote, it will not be binding on Spirit, the Spirit Board or Boeing. Accordingly, if the Merger Agreement Proposal is approved by the Spirit Stockholders and the Merger is completed, such compensation will be payable

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regardless of the outcome of the vote to approve such compensation, subject only to the conditions applicable thereto, which are described in the footnotes to the tables below and in this “—Interests of Certain Spirit Directors and Executive Officers in the Merger” section of this proxy statement/prospectus.

The potential payments shown in the table below are quantified in accordance with Item 402(t) of Regulation S-K. The estimated values are based on the assumptions described above. Additionally, the figures included in the table for Scott M. McLarty were calculated based on the exchange rate in effect on July 31, 2024 of $1.27390 to £1. The amounts shown in the table below are estimates based on multiple assumptions, including assumptions described in this proxy statement/prospectus, that may or may not actually occur and do not attempt to forecast certain compensation actions that may occur before the Effective Time, including any additional equity award grants, issuances, vesting events or forfeitures that may occur prior to the Effective Time. As a result, the amounts, if any, actually received by a Spirit named executive officer may materially differ from the amounts set forth in the table below.

Golden Parachute Compensation


Named Executive Officer	Cash ($)⁽¹⁾		Equity ($)⁽²⁾		Perquisites / Benefits ($)⁽³⁾		Total ($)⁽⁴⁾
Patrick M. Shanahan		2,338,462		26,127,672		45,000		28,511,134
Irene M. Esteves		3,050,000		4,747,728		27,600		7,825,328
Scott M. McLarty		1,683,077		1,698,119		21,156		3,402,352
William E. Brown		780,923		1,633,160		—		2,414,083
Alan W. Young⁽⁵⁾		—		—		—		—
Mark J. Suchinski⁽⁶⁾		—		—		—		—
Duane F. Hawkins		108,402		1,198,138		–		1,306,540
Thomas C. Gentile III⁽⁶⁾		—		—		—		—
Samantha J. Marnick⁽⁶⁾		—		—		—		—

(1)

The cash amounts payable to the named executive officers currently employed by Spirit consist of (i) cash severance equal to 12 months of the named executive officer’s then current annual base salary (and, for Mr. Shanahan, an additional amount equal to the remaining amount of his base salary that he would receive if he remained employed through September 30, 2024), with such amounts payable in a lump sum, (ii) a cash bonus for the 2024 calendar year, which is assumed to be payable at the “target” level of performance (other than for Mr. Shanahan and Ms. Esteves, who are not eligible to participate in the STIP), (iii) a cash amount equal to the dollar value of the long-term incentive award that would have been made to the participant in the ordinary course of business within the 12-month period following July 31, 2024 (other than for Mr. Shanahan and Ms. Esteves, who are not eligible for such payment), (iv) the named executive officer’s retention bonus, if any, granted under the retention program described in “—Retention Bonuses” and (v) a sign-on retention bonus for Ms. Esteves, which is a “single-trigger” in nature in that it is payable upon the earlier of April 1, 2025 and the Closing. For further details regarding the cash amounts that may become payable to Spirit’s named executive officers, see “—Interests of Certain Spirit Directors and Executive Officers in the Merger—Severance Payments Upon a Qualifying Termination Prior to or Following the Effective Time.”

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The estimated amount of each such payment is shown in the following table:


Named Executive Officer	Cash Severance ($)		Annual Bonus ($)		LTIP Cash Award ($)		Retention Bonus ($)^(c)		Sign-On Retention Bonus ($)		Total ($)
Patrick M. Shanahan		2,338,462		—		—		—		—		2,338,462
Irene M. Esteves		700,000		—		—		2,100,000	$	250,000		3,050,000
Scott M. McLarty		467,521		514,273		701,282		—		—		1,683,077
William E. Brown^(a)		300,923		480,000		—		—		—		780,923
Alan W. Young		—		—		—		—		—		—
Mark J. Suchinski		—		—		—		—		—		—
Duane F. Hawkins^(b)		—		108,402		—		—		—		108,402
Thomas C. Gentile III		—		—		—		—		—		—
Samantha J. Marnick		—		—		—		—		—		—

(a)

Amounts included for Mr. Brown reflect certain cash payments pursuant to the Brown Retirement Agreement as described in “—Interests of Certain Spirit Directors and Executive Officers in the Merger— Retirement Agreement and General Release with Mr. Brown.”

(b)

Amounts included for Mr. Hawkins reflect certain cash payments pursuant to the Hawkins Retirement Agreement as described in “—Interests of Certain Spirit Directors and Executive Officers in the Merger— Retirement Agreement and General Release with Mr. Hawkins.”

(c)

Amount included for Ms. Esteves represents a retention bonus in the amount of three times her annual base salary, granted under the retention program as described in “—Retention Bonuses.”

(2)

For each named executive officer that is currently employed by Spirit, represents the value of the converted Spirit RSUs and Spirit PSUs that will vest and become payable upon a qualifying termination of employment by Spirit and/or Boeing pursuant to the terms of the Amended and Restated 2014 Omnibus Incentive Plan (as may be amended from time to time) (and for Mr. Shanahan, upon his qualifying termination pursuant to the terms of his applicable award agreements and employment agreement with Spirit; and for Ms. Esteves, upon her qualifying termination pursuant to the terms of her applicable award agreement and employment agreement with Spirit). The accelerated vesting of unvested converted Spirit RSUs and unvested converted Spirit PSUs held by the named executive officers that are currently employed by Spirit are “double-trigger” payments (other than in the case of those held by Mr. Shanahan and Ms. Esteves, which vest upon a qualifying termination regardless of a change in control), which means that they will vest and become payable only upon a qualifying termination of employment within 30 days prior to or 24 months following the Closing. For further details regarding the treatment of the Spirit equity awards held by the named executive officers, see “—Interests of Certain Spirit Directors and Executive Officers in the Merger—Treatment and Quantification of Spirit Equity Awards,” and “—Interests of Certain Spirit Directors and Executive Officers in the

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Merger—Severance Payments Upon a Qualifying Termination Prior to or Following the Effective Time.” The estimated amount of each such payment is shown in the following table:


	Outstanding Spirit PSUs				Outstanding Spirit RSUs
Named Executive Officer	Number (#)		Value ($)		Number (#)		Value ($)		Total ($)
Patrick M. Shanahan		—		—		768,235		26,127,672		26,127,672
Irene M. Esteves^(a)		—		—		139,598		4,747,728		4,747,728
Scott M. McLarty		29,080		989,011		20,850		709,109		1,698,119
William E. Brown^(b)		22,803		775,530		25,217		857,630		1,633,160
Alan W. Young		—		—		—		—		—
Mark J. Suchinski		—		—		—		—		—
Duane F. Hawkins^(c)		18,018		612,792		17,211		585,346		1,198,138
Thomas C. Gentile III		—		—		—		—		—
Samantha J. Marnick		—		—		—		—		—

(a)

Amounts for Ms. Esteves include any outstanding equity granted prior to June 4, 2024, when Ms. Esteves was serving as a non-employee director of Spirit.

(b)

Pursuant to the Brown Retirement Agreement, Mr. Brown is entitled to accelerated vesting of his time-based awards and a pro-rata portion of his outstanding performance-based awards, subject to satisfaction of performance conditions. Such outstanding performance-based awards will vest in connection with the Merger based upon actual performance as determined pursuant to the Merger Agreement.

(c)

Pursuant to the Hawkins Retirement Agreement, Mr. Hawkins is entitled to accelerated vesting of his time-based awards and a pro-rata portion of his outstanding performance-based awards, subject to satisfaction of performance conditions. Such outstanding performance-based awards will accordingly vest in connection with the Merger based upon actual performance as determined pursuant to the Merger Agreement.

(3)

The estimated amounts shown in this column consist of (i) a lump sum payment representing group health & welfare benefit coverage for a period of 12 months following a qualifying termination and (ii) an amount equal to any remaining unused portion of the perquisite allowance under the Spirit Perquisite Allowance Plan for the current calendar year at the time the qualifying termination occurs. For further details see “—Interests of Certain Spirit Directors and Executive Officers in the Merger—Severance Payments Upon a Qualifying Termination Prior to or Following the Effective Time.”

(4)

These amounts do not take into account any potential cutback that may apply to the payments and benefits to be received by a Spirit named executive officer in order to avoid the adverse tax consequences of Section 280G of the Code. Such cutback would apply only if it would put the named executive officer in a better after-tax position.

(5)

Mr. Young, who is included in this table as a named executive officer of Spirit, separated from Spirit within 30 days prior to the assumed Closing Date of July 31 2024, and is no longer employed by Spirit. Mr. Young is not expected to receive any benefits in connection with the Merger that are different from those received by Spirit Stockholders generally. In connection with Mr. Young’s actual separation from Spirit, effective as of July 18, 2024, Mr. Young entered into a Separation Agreement and General Release on July 20, 2024 and received certain severance payments and benefits as described in Spirit’s Current Report on Form 8-K filed with the SEC on July 22, 2024.

(6)

Each of Mr. Suchinski, Mr. Gentile and Ms. Marnick is included in this table as a named executive officer of Spirit. In each case, however, he or she is no longer employed by Spirit and is not expected to receive any benefits in connection with the Merger that are different from those received by Spirit Stockholders generally.

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Board of Directors and Management of Boeing Following Completion of the Merger

Upon completion of the Merger, the directors and executive officers of Boeing are expected to continue in their current positions, other than as may be publicly announced by Boeing in the normal course.

On July 30, 2024, the Boeing Board elected Robert K. “Kelly” Ortberg to serve as President and Chief Executive Officer and as a member of the Boeing Board, in each case effective as of August 8, 2024. Mr. Ortberg, 64, brings to the Boeing Board more than 35 years of aerospace and defense industry experience with deep expertise in operational and technology leadership, manufacturing, engineering, strategy, innovation, and global management. His extensive background as a senior executive includes his role as Chairman, President, and Chief Executive Officer of Rockwell Collins, Inc., a leading provider of avionics and communications systems, between 2015 and 2018, where he was instrumental in driving the company’s growth and technological innovation, including the expansion of its product lines and global market presence. Mr. Ortberg also played a crucial role in overseeing Rockwell Collins’ advancement in high-technology product development and operational excellence, which involved navigating complex regulatory and safety requirements. Mr. Ortberg’s leadership—with a focus on customer value, workforce development and a safety-driven culture—was pivotal during a transformative period for Rockwell Collins, including its successful integration into United Technologies Corporation and the formation of Collins Aerospace, where he also served as the Chief Executive Officer between 2018 and 2020. Following his retirement from Collins Aerospace, he served as a Special Advisor to the office of the Chief Executive Officer for RTX Corporation (formerly Raytheon Technologies Corporation), an aerospace and defense company that provides advanced systems and services for commercial, military and government customers worldwide, between 2020 and 2021, where he provided valuable insights on a wide range of strategic and business matters. Mr. Ortberg also serves on the board of Aptiv PLC and during the past five years served on the board of RTX Corporation. His significant expertise in aerospace technology, coupled with his experience in managing and integrating sophisticated technological systems and driving innovation in a highly regulated industry, equips him to contribute effectively to the Board’s strategy and oversight. Mr. Ortberg earned a bachelor’s degree in mechanical engineering from the University of Iowa.

On November 14, 2024, the Boeing Board elected Mortimer J. “Tim” Buckley to serve as a member of the Boeing Board, effective as of January 1, 2025. Mr. Buckley, 55, brings to the Board more than 30 years of senior leadership experience, with extensive expertise in investment management, financial oversight, cybersecurity and digitalization, and corporate governance. As the former Chairman and CEO of Vanguard, one of the world’s largest investment management firms with nearly $10 trillion in assets under management and more than 20,000 employees, Mr. Buckley has a deep understanding of the global financial markets, asset management strategies, and investor perspectives, and played a pivotal role in advancing the firm’s commitment to delivering long-term value to clients. He guided Vanguard through changing market dynamics, shifting regulatory environments, and significant technological transformation. Prior to his role as Chairman and CEO from 2019 to 2024, Mr. Buckley held several key senior leadership positions at Vanguard between 2001 and 2018, including as Chief Investment Officer, where he oversaw the firm’s internally managed stock, bond and money market portfolios as well as investment research and methodology, and as Chief Information Officer, where he led the implementation of billion-dollar IT platforms. In his career, he built out the firm’s $350 billion digital advice businesses and $2 trillion exchange-traded funds franchise, globalized investment management, enhanced the firm’s artificial intelligence, and prioritized cybersecurity and digital capabilities globally. Mr. Buckley also serves on the board of Pfizer Inc.

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U.S. Federal Income Tax Consequences of the Merger

Overview

The following describes the U.S. federal income tax consequences of the Merger to U.S. Holders (as defined below) of Spirit Common Stock. The following description is based on the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated under the Code and judicial and administrative interpretations of those laws, in each case as in effect and available as of the date of this proxy statement/prospectus and all of which are subject to change or differing interpretations, possibly with retroactive effect. Any such change or differing interpretation could affect the tax consequences described below. There can be no assurance that the IRS or courts will not adopt a position that is contrary to the following description.

The following description is limited to U.S. Holders who hold their Spirit Common Stock as a “capital asset” (generally, property held for investment purposes). The following description does not address all tax considerations that may be relevant to a particular type of person in light of their particular circumstances. In particular, the following description does not address the U.S. federal income tax consequences of the Merger to persons subject to special treatment under the U.S. federal income tax laws, such as:

•

dealers or traders in securities or currencies;

•

banks, financial institutions or insurance companies;

•

real estate investment trusts or regulated investment companies;

•

grantor trusts;

•

persons that hold their Spirit Common Stock as part of a position in a straddle or as part of a hedging, conversion or other risk reduction transaction for U.S. federal income tax purposes;

•

U.S. expatriates and certain former citizens or long-term residents of the United States;

•

tax-exempt entities;

•

persons who hold their Spirit Common Stock through individual retirement accounts or other tax-deferred accounts;

•

persons whose functional currency is not the U.S. dollar;

•

persons who acquired their Spirit Common Stock pursuant to the exercise of warrants or conversion rights under convertible instruments;

•

persons who acquired their Spirit Common Stock pursuant to the exercise of employee stock options or otherwise as compensation or in connection with the performance of services; and

•

persons who own their Spirit Common Stock through partnerships or other pass-through entities.

In addition, the following description does not address (i) any U.S. federal non-income tax consequences of the Merger, including estate, gift or other tax consequences; (ii) any state, local or non-U.S. tax consequences of the Merger; or (iii) the tax on net investment income or the alternative minimum tax.

If an entity (or an arrangement) treated as a partnership for U.S. federal income tax purposes holds Spirit Common Stock, the tax treatment of a partner in the partnership generally will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Partnerships and partners in such a partnership should consult their own tax advisors about the tax consequences of the Merger to them.

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For purposes of the following description, a “U.S. Holder” is a beneficial owner of Spirit Common Stock that is, for U.S. federal income tax purposes:

•

an individual who is a citizen or a resident of the United States;

•

a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States or any state thereof or the District of Columbia;

•

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust, if it (1) is subject to the primary supervision of a U.S. court and one or more United States persons have the authority to control all substantial decisions of the trust, or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a United States person for U.S. federal income tax purposes.

DETERMINING THE TAX CONSEQUENCES OF THE MERGER MAY BE COMPLEX. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX CONSEQUENCES OF THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

U.S. Federal Income Tax Consequences of the Merger in General

The U.S. federal income tax consequences of the Merger will depend primarily upon whether the Merger qualifies as a “reorganization” under Section 368(a) of the Code. It is possible that, because it is structured as a transaction involving Spirit Stockholders’ receipt of consideration solely in the form of Boeing Common Stock (other than cash received in lieu of fractional shares of Boeing Common Stock), the Merger may qualify as such a “reorganization.”

For the reasons discussed below, however, no assurance can be given that the IRS will not challenge the treatment of the Merger as a “reorganization” under Section 368(a) of the Code or that a court would not sustain such a challenge.

The Merger is not conditioned on a ruling from IRS or an opinion of counsel that the Merger qualifies as a “reorganization” under Section 368(a) of the Code, and neither Boeing nor Spirit or any of their respective advisors or affiliates makes any representations or provides any assurances in the Merger Agreement regarding the tax consequences of the Merger, including whether the Merger qualifies as a “reorganization” under Section 368(a) of the Code.

Furthermore, in the Merger Agreement, Boeing and Spirit did not agree or represent that either of them intends for the Merger to qualify as a “reorganization” under Section 368(a) of the Code and the Merger Agreement does not contain any covenants regarding the parties’ reporting of the treatment of the Merger on any tax return. Neither Boeing nor Spirit agreed in the Merger Agreement to take any actions required to support, or to refrain from any actions that would jeopardize, the Merger’s qualification as a “reorganization” under Section 368(a) of the Code.

There are also significant legal and factual doubts concerning the qualification of the Merger as a “reorganization” under Section 368(a) of the Code. In particular, it is unclear how the IRS would view various transactions and payments that exist or have been made between Boeing and Spirit and may exist or have been made at the Effective Time for purposes of qualification of the Merger as a “reorganization.”

Accordingly, unless Boeing and Spirit receive the Ruling from the IRS (as discussed in “—IRS Private Letter Ruling” below), U.S. Holders should assume that the Merger will not qualify as a

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“reorganization” under Section 368(a) of the Code and that the Merger will be treated as a taxable transaction even though there is a possibility that the Merger could be treated as a “reorganization” under Section 368(a) of the Code.

Prior to the Closing, Boeing and Spirit intend to provide U.S. Holders with additional information regarding whether or not they intend to treat the Merger as a “reorganization” under Section 368(a) of the Code.

IRS Private Letter Ruling

It is not a condition to the Merger that Boeing or Spirit receives a private letter ruling from the IRS regarding the qualification of the Merger as a “reorganization” under Section 368(a) of the Code. Nevertheless, Boeing and Spirit filed with the IRS on December 20, 2024 the Ruling Request to request a private letter ruling to the effect that the Merger qualifies as a “reorganization” under Section 368(a) of the Code.

It is possible that the IRS will not agree to consider the Ruling Request. It is also possible that the IRS, after considering the request for the Ruling, will not agree to issue the Ruling or will issue a private letter ruling that does not conclude that the Merger qualifies as a “reorganization” under Section 368(a) of the Code. In addition, the Ruling may not address all of the issues that are relevant to the U.S. federal income tax treatment of the Merger as a “reorganization” under Section 368(a) of the Code. It is further possible that the IRS would consider the request for the Ruling, but would not do so in time to provide the Ruling prior to the Effective Time. Accordingly, there can be no assurance as to whether or when Boeing and Spirit will receive the Ruling.

Assuming that Boeing and Spirit receive the Ruling, the Ruling would be based upon and rely on, among other things, various facts and assumptions, as well as certain representations, statements and undertakings of Spirit and Boeing, including facts, assumptions, representations, statements and undertakings relating to the past and future conduct of the companies’ respective businesses and other matters. If any of these facts, assumptions, representations and statements are or become inaccurate or incomplete, or if any such undertaking is not complied with, Boeing and Spirit may not be able to rely on the Ruling, and the conclusions reached in the Ruling could be jeopardized.

Notwithstanding receipt by Boeing and Spirit of the Ruling, the IRS could determine on audit that the Merger is taxable for U.S. federal income tax purposes if it determines that any of the facts, assumptions, representations, statements and undertakings upon which the Ruling was based are incorrect or have been violated, or if it concludes, on the basis of issues not addressed in the Ruling, that the Merger does not qualify as a “reorganization” under Section 368(a) of the Code. Accordingly, even if Boeing and Spirit were to receive the Ruling, there can be no assurance that the IRS would not assert that the Merger does not qualify as a “reorganization” under Section 368(a) of the Code, or that a court would not sustain such a challenge to the Merger’s qualification as a “reorganization” under Section 368(a) of the Code.

If Boeing and Spirit do not ultimately receive the Ruling, U.S. Holders should assume that the Merger will not qualify as a “reorganization” under Section 368(a) of the Code and that the Merger will be treated as a taxable transaction even though there is a possibility that the Merger could be treated as a “reorganization” under Section 368(a) of the Code.

If Boeing and Spirit timely receive the Ruling to the satisfaction of Boeing and Spirit, Boeing and Spirit intend to report the Merger for U.S. federal income tax purposes in a manner consistent with the qualification of the Merger as a “reorganization” under Section 368(a) of the Code. If Boeing and Spirit do not timely receive the Ruling to the satisfaction of Boeing and Spirit, Boeing and Spirit intend to report the Merger as a taxable transaction for U.S. federal income tax purposes (and not as a “reorganization” under Section 368(a) of the Code).

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U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of Spirit Common Stock

Tax Consequences if the Merger Does Not Qualify as a Reorganization.

If the Merger does not qualify as a “reorganization” under Section 368(a) of the Code, the receipt of Boeing Common Stock (and cash in lieu of a fractional share of Boeing Common Stock) in exchange for Spirit Common Stock in the Merger will be a taxable transaction for U.S. federal income tax purposes. In such a case, a U.S. Holder of Spirit Common Stock generally will recognize gain or loss, as applicable, equal to the difference between (i) the sum of the fair market value of the Boeing Common Stock received by such U.S. Holder in the Merger, if any, plus the amount of cash received by such U.S. Holder in the Merger in lieu of a fractional share of Boeing Common Stock, if any, and (ii) such U.S. Holder’s adjusted tax basis in its Spirit Common Stock surrendered. If a U.S. Holder acquired a share of Spirit Common Stock by purchase, such U.S. Holder’s adjusted tax basis in such share generally will equal the amount that such U.S. Holder paid for such share. Gain or loss will be determined separately for each block of shares of Spirit Common Stock (that is, shares acquired at the same cost in a single transaction). Such gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period in such shares of Spirit Common Stock is more than one year as of the effective date of the Merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder. There are limitations on the deductibility of capital losses.

Tax Consequences if the Merger Qualifies as a Reorganization.

If, contrary to the discussion above, the Merger were to qualify as a “reorganization” under Section 368(a) of the Code, the following tax consequences would result for U.S. Holders of Spirit Common Stock:

•

Upon the exchange of shares of Spirit Common Stock for shares of Boeing Common Stock pursuant to the Merger, gain or loss would not be recognized (except to the extent of cash received in lieu of a fractional share of Boeing Common Stock, as described below).

•

To the extent that a U.S. Holder of Spirit Common Stock receives cash in lieu of a fractional share of Boeing Common Stock, such Spirit Stockholder will recognize capital gain or loss with respect to such cash payment, measured by the difference, if any, between the amount of cash received and the portion of such Spirit Stockholder’s adjusted tax basis in the Spirit Common Stock surrendered that is allocable to such fractional share. The gain or loss will generally be long-term capital gain or loss, if, as of the effective date of the Merger, such Spirit Stockholder’s holding period for the Spirit Common Stock is longer than one year. Spirit Stockholders are urged to consult their tax advisors regarding the tax treatment of any cash received in the Merger in lieu of a fractional share of Boeing Common Stock.

•

The aggregate tax basis of any shares of Boeing Common Stock that U.S. Holders of Spirit Common Stock receive in exchange for their shares of Spirit Common Stock in the Merger (before reduction for the basis in any fractional share of Boeing Common Stock for which they receive cash) will be the same as the aggregate adjusted tax basis of their shares of Spirit Common Stock.

•

The holding period of any shares of Boeing Common Stock that U.S. Holders of Spirit Common Stock receive in the Merger generally will include the holding period of the shares of Spirit Common Stock they exchanged for such shares of Boeing Common Stock.

•

If U.S. Holders of Spirit Common Stock have differing tax bases or holding periods in respect of their shares of Spirit Common Stock, they should consult their tax advisor prior to the Merger with regard to identifying the tax bases or holding periods of particular shares of Boeing Common Stock to be received in the Merger.

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U.S. Information Reporting and Backup Withholding

If the Merger does not qualify as a “reorganization” under Section 368(a) of the Code, under U.S. federal income tax laws, you may be subject, under certain circumstances, to information reporting and backup withholding (currently at a rate of 24%) on Boeing Common Stock and any cash payments made in lieu of the issuance of a fractional share of Boeing Common Stock. If the Merger qualifies as a “reorganization” under Section 368(a) of the Code, under U.S. federal income tax laws, you may be subject, under certain circumstances, to information reporting and backup withholding on any cash payments made in lieu of the issuance of a fractional share of Boeing Common Stock but not with respect to the receipt of Boeing Common Stock.

A Spirit Stockholder generally will not be subject to backup withholding if such Spirit Stockholder (1) is a corporation or comes within certain other exempt categories or (2) provides a correct taxpayer identification number and otherwise complies with applicable requirements of the backup withholding rules. A Spirit Stockholder, to prevent backup withholding on payments made to such Spirit Stockholder pursuant to the Merger, must provide the Exchange Agent with such Spirit Stockholder’s correct taxpayer identification number by completing an IRS Form W-9 or a substitute Form W-9. If a Spirit Stockholder willfully fails to provide such Spirit Stockholder’s correct taxpayer identification number, such Spirit Stockholder may be subject to penalties imposed by the IRS in addition to backup withholding. Any amounts withheld under these rules would be creditable against such Spirit Stockholder’s U.S. federal income tax liability if such Spirit Stockholder timely files proper documentation with the IRS.

Accounting Treatment of the Merger

Boeing and Spirit prepare their financial statements in accordance with GAAP. The Merger will be accounted for using the acquisition method of accounting in accordance with FASB ASC Topic 805, Business Combinations, with Boeing considered as the accounting acquirer and Spirit as the accounting acquiree. Accordingly, consideration to be given by Boeing to complete the Merger will be allocated to the identifiable tangible and intangible assets acquired and liabilities assumed of Spirit based on their estimated fair values as of the date of the completion of the Merger, with any excess merger consideration being recorded as goodwill.

Regulatory Approvals

The completion of the Merger is subject to the expiration or earlier termination of the applicable waiting period under the HSR Act, under which the Merger may not be completed until notification and report forms have been filed with the FTC, and the Antitrust Division of the DOJ, and the applicable waiting period has expired or been terminated. A transaction requiring notification under the HSR Act may not be completed until the expiration of a 30-day waiting period following the parties’ filing of their respective HSR notifications or the early termination of that waiting period. The parties’ HSR Act notifications were filed with the FTC and the DOJ on July 29, 2024. On August 28, 2024, prior to the expiration of the initial waiting period, the FTC issued a Second Request to Boeing and Spirit, which provides that the parties must observe a second 30-day waiting period, which will begin to run only after both parties have complied with the Second Request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period (or commit not to complete the Merger for a specified period of time).

The transaction is also subject to clearance or approval by competition and foreign investment regulatory authorities in certain other jurisdictions, including from competition authorities in the United Kingdom, European Union, Morocco, Saudi Arabia and Ukraine, and foreign investment authorities in France and the United Kingdom. In relation to the United Kingdom, the parties will file a merger notice to the Competition & Markets Authority seeking approval of the transaction under the Enterprise Act

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2002. In relation to foreign investment authorities, Boeing received approval from the Government of the United Kingdom on December 5, 2024. In relation to the European Union, the parties will file a Form CO to the European Commission seeking approval of the transaction under the Council Regulation (EC) No. 139/2004 of 20 January 2004 on the Control of Concentrations Between Undertakings. The transaction cannot be completed until Boeing and Spirit obtain clearance to complete the transaction or applicable waiting periods have expired or been terminated in each applicable jurisdiction.

Expected Timing of the Merger

Exchange of Shares

After the completion of the Merger, with respect to shares of Spirit Common Stock held through DTC in book-entry form, the Exchange Agent will deliver to DTC or its nominee the Per Share Merger Consideration, together with cash in lieu of any fractional shares of Boeing Common Stock to which DTC is entitled under the Merger Agreement.

If you hold your shares of Spirit Common Stock in certificated form, or in book-entry form but not through DTC, after receiving the proper documentation from you, following the Effective Time, the Exchange Agent will deliver to you the Boeing Common Stock and a check in the amount of any cash in lieu of any fractional share to which you would otherwise be entitled pursuant to the Merger Agreement.

Treatment of Spirit Equity Awards and the ESPP

Spirit RSUs

Under the terms of the Merger Agreement, at the Effective Time, each Spirit RSU that is outstanding (and is not a Specified Award) will automatically be converted into a Boeing Stock-Based RSU. The number of shares of Boeing Common Stock subject to each such Boeing Stock-Based RSU will be equal to the product (rounded to the nearest whole number) of the total number of shares of Spirit Common Stock subject to such Spirit RSU immediately prior to the Effective Time multiplied by the Per Share Merger Consideration, and any accrued but unpaid dividend equivalents with respect to such Spirit RSU will be assumed and become an obligation with respect to the applicable Boeing Stock-Based RSU. Except as specifically provided in the Merger Agreement, following the Effective Time, each such Boeing Stock-Based RSU will continue to be governed by the same terms and conditions (including vesting terms) as were applicable to such Spirit RSU immediately prior to the Effective Time.

Spirit PSUs

Under the terms of the Merger Agreement, at the Effective Time, each Spirit PSU that is outstanding (and is not a Specified Award) will automatically be converted into a Boeing Stock-Based RSU. The number of shares of Boeing Common Stock subject to each such Boeing Stock-Based RSU will be equal to the product (rounded to the nearest whole number) of the total number of shares of Spirit Common Stock subject to such Spirit PSU immediately prior to the Effective Time based on the attainment of the applicable performance metrics at the actual level of performance, determined as specified in the Merger Agreement, multiplied by the Per Share Merger Consideration. Except as specifically provided in the Merger Agreement, following the Effective Time, each such Boeing Stock-

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Based RSU will continue to be governed by the same terms and conditions (including vesting terms but excluding performance conditions) as were applicable to such Spirit PSU immediately prior to the Effective Time.

Specified Awards

Each Specified Award will be cancelled, and the holder thereof will be entitled to receive (subject to any applicable withholding or other taxes or other amounts required to be withheld by applicable law) the Per Share Merger Consideration multiplied by the number of shares of Spirit Common Stock subject to such Specified Award immediately prior to the Effective Time, provided that the number of shares of Spirit Common Stock subject to those Specified Awards that are Spirit PSUs will be determined based on the attainment of the applicable performance metrics at the actual level of performance, determined as specified in the Merger Agreement.

ESPP

Dividend Policy

The Boeing Board suspended the declaration and/or payment of cash dividends in March 2020, and Boeing has not declared or paid dividends on shares of Boeing Common Stock since March 6, 2020, when it paid a dividend of $2.055 per share. The terms of the Merger Agreement limit Boeing’s ability to declare or pay dividends prior to the completion of the Merger.

For additional information on the treatment of dividends under the Merger Agreement, see the section entitled “The Merger Agreement—Conduct of Business Pending the Merger” beginning on page 128 of this proxy statement/prospectus.

Boeing Stockholders and Spirit Stockholders should be aware that they have no contractual or other legal right to dividends that have not been declared.

Listing of Boeing Common Stock; Delisting of Spirit Common Stock

It is a condition to the Closing that the Merger Consideration Shares be approved for listing on the NYSE, subject to official notice of issuance. Boeing has agreed to use its reasonable best efforts to cause the Merger Consideration Shares to be listed on the NYSE, subject to official notice of issuance.

Shares of Spirit Common Stock currently trade on the NYSE under the stock symbol “SPR.” When the Merger is completed, the Spirit Common Stock currently listed on the NYSE will cease to be quoted on the NYSE and will be deregistered under the Exchange Act.

No Appraisal Rights

Under the DGCL, Spirit Stockholders are not entitled to appraisal rights in connection with the Merger.

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Litigation Relating to the Merger

On August 29, 2024, following the public announcement of the Merger, a lawsuit relating to the Merger was filed by a purported Spirit Stockholder against Spirit and the Spirit Board in the U.S. District Court for the Southern District of New York (the “Lawsuit”). The Lawsuit, captioned Murphy v. Spirit AeroSystems Holdings, Inc. et al., Docket No. 1:24-cv-06539, alleges, among other things, that the registration statement on Form S-4 of which this proxy statement/prospectus forms a part fails to disclose certain allegedly material information in violation of Sections 14(a) and 20(a) of the Exchange Act. The Lawsuit seeks injunctive relief enjoining the Merger, damages, costs, and other remedies. Spirit has also received letters from additional purported Spirit Stockholders including allegations similar to those alleged in the Lawsuit. Additional lawsuits may be filed against Boeing, the Boeing Board, Boeing’s officers, Spirit, the Spirit Board or Spirit’s officers in connection with the Merger or the other Transactions, which could prevent or delay completion of the Merger and result in substantial costs to Boeing or Spirit, including any costs associated with indemnification obligations of Boeing or Spirit.

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THE MERGER AGREEMENT

The following description sets forth the principal terms of the Merger Agreement, which is attached as Annex A and incorporated by reference into this proxy statement/prospectus. The rights and obligations of the parties to the Merger Agreement are governed by the express terms and conditions of the Merger Agreement and not by this description, which is summary by nature, or by any other description of the Merger Agreement in this proxy statement/prospectus. This description does not purport to be complete, may not contain all of the information about the Merger Agreement that is important to you and is qualified in its entirety by reference to the complete text of the Merger Agreement. You are encouraged to read the Merger Agreement carefully and in its entirety, as well as this proxy statement/prospectus, before making any decisions regarding any of the proposals described in this proxy statement/prospectus.

Explanatory Note Regarding the Merger Agreement

The Merger Agreement and this summary of its terms are included to provide you with information regarding the terms of the Merger Agreement. Factual disclosures about Boeing and Spirit contained in this proxy statement/prospectus or in the public reports of Boeing and Spirit filed with the SEC may supplement, update or modify the factual disclosures about Boeing and Spirit contained in the Merger Agreement. The representations, warranties and covenants in the Merger Agreement were qualified and subject to important limitations agreed to by the parties to the Merger Agreement in connection with negotiating the terms of the Merger Agreement. The representations and warranties in the Merger Agreement were made only for purposes of the Merger Agreement as of specified dates and were negotiated with the principal purposes of establishing circumstances in which a party to the Merger Agreement may have the right not to complete the Merger if the representations and warranties of the other party or parties to the Merger Agreement prove to be untrue due to a change in circumstance or otherwise and of allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts. The representations and warranties also may be subject to a contractual standard of materiality different from that generally applicable to stockholders and to reports and documents filed with the SEC, and some representations, warranties and covenants were qualified by confidential disclosures that the parties to the Merger Agreement delivered in connection with the Merger Agreement, which disclosures were not reflected in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement/prospectus, may have changed since the date of the Merger Agreement. Accordingly, you should not rely on the representations, warranties or covenants in the Merger Agreement as characterizations of the actual state of facts about Boeing and Spirit. The representations, warranties and covenants in the Merger Agreement, and any descriptions of those provisions, should not be read alone but instead should be read together with the information provided elsewhere in this proxy statement/prospectus and in the documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 204 of this proxy statement/prospectus.

Structure of the Merger; Surviving Corporation Organizational Documents; Directors and Officers

Upon the terms and subject to the conditions of the Merger Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub will merge with and into Spirit, the separate corporate existence of Merger Sub will cease, and Spirit will continue as the Surviving Corporation and a wholly owned subsidiary of Boeing. The Merger will have the effects set forth in the Merger Agreement and the relevant provisions of the DGCL.

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The certificate of incorporation of Spirit, as in effect immediately prior to the Effective Time, will be amended and restated in its entirety as set forth on Exhibit A to the Merger Agreement and, as so amended and restated, will be the certificate of incorporation of the Surviving Corporation until thereafter amended. The bylaws of Spirit, as in effect immediately prior to the Effective Time, will be amended and restated in their entirety as set forth on Exhibit B to the Merger Agreement and, as so amended and restated, will be the bylaws of the Surviving Corporation until thereafter amended.

The directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation as of the Effective Time, and the officers of Spirit immediately prior to the Effective Time will be the officers of the Surviving Corporation as of the Effective Time, in each case until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal pursuant to the governing documents of the Surviving Corporation or applicable law.

Closing; Effective Time of the Merger

Closing

The Closing will take place by exchange of electronic documents and executed signature pages and the electronic transfer of funds on the third business day following the satisfaction or waiver of the closing conditions described in “—Conditions to the Closing of the Merger” below (other than those conditions that by their nature are to be satisfied at the Closing but subject to the satisfaction or waiver of those conditions at such time) or at such other date, time or place as agreed to in writing by Spirit and Boeing.

Effective Time

Subject to the provisions of the Merger Agreement, on the Closing Date, the parties to the Merger Agreement will cause a certificate of merger to be executed and filed with the Delaware Secretary of State and will pay any taxes and fees and make all other filings required under the DGCL in connection with the Merger. The Merger will become effective at the time that the certificate of merger is filed with the Delaware Secretary of State, or at such later effective date and time as may be agreed to by the parties to the Merger Agreement and specified in the certificate of merger.

Merger Consideration

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each share of Spirit Common Stock that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares, which will immediately be cancelled and will cease to exist, without payment of any consideration therefor) will be automatically cancelled and cease to exist and will be converted into the right to receive a number of shares of Boeing Common Stock equal to (a) if the Boeing Stock Price is greater than $149.00 but less than $206.94, the quotient obtained by dividing $37.25 by the Boeing Stock Price, rounded to four decimal places, (b) if the Boeing Stock Price is greater than or equal to $206.94, 0.1800 or (c) if the Boeing Stock Price is equal to or less than $149.00, 0.2500.

If, between the date of the Merger Agreement and the Effective Time, any change in the number or type of shares of Boeing Common Stock or shares of Spirit Common Stock outstanding occurs as a result of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Boeing Common Stock or Spirit Common Stock, as applicable), reorganization, recapitalization, reclassification, combination, exchange of shares or other similar change with a record date during that period (but excluding, for the avoidance of doubt, the exchange of any of Spirit’s outstanding exchangeable notes for shares of Spirit Common Stock pursuant to their

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terms, the exercise or settlement of any Spirit equity awards outstanding as of the date of the Merger Agreement or otherwise granted or issued thereafter in compliance with the terms of the Merger Agreement or the exercise or settlement of stock options or other equity awards to purchase Boeing Common Stock as set forth in the Merger Agreement), the Exchange Ratio and any other similarly dependent items will be adjusted appropriately, without duplication, to provide the same economic effect as contemplated by the Merger Agreement prior to such event.

Fractional Shares

No fractional shares of Boeing Common Stock will be issued in the Merger. All fractional shares of Boeing Common Stock that a holder of Spirit Common Stock or Specified Awards would be otherwise entitled to receive under the Merger Agreement will be aggregated and such holder will be entitled to receive a cash payment, without interest, in lieu of any such fractional share, equal to the product (rounded down to the nearest cent) of (a) the amount of such fractional share interest in a share of Boeing Common Stock to which such holder would otherwise be entitled under the Merger Agreement and (b) the Boeing Stock Price.

Spirit Equity Awards and Employee Stock Purchase Plan

Under the terms of the Merger Agreement, at the Effective Time:

•

Each Spirit RSU that is outstanding (and is not a Specified Award) will automatically be converted into a Boeing Stock-Based RSU. The number of shares of Boeing Common Stock subject to each such Boeing Stock-Based RSU will be equal to the product (rounded to the nearest whole number) of the total number of shares of Spirit Common Stock subject to such Spirit RSU immediately prior to the Effective Time multiplied by the Per Share Merger Consideration, and any accrued but unpaid dividend equivalents with respect to such Spirit RSU will be assumed and become an obligation with respect to the applicable Boeing Stock-Based RSU. Except as specifically provided in the Merger Agreement, following the Effective Time, each such Boeing Stock-Based RSU will continue to be governed by the same terms and conditions (including vesting terms) as were applicable to such Spirit RSU immediately prior to the Effective Time.

•

Each Spirit PSU that is outstanding (and is not a Specified Award) will automatically be converted into a Boeing Stock-Based RSU. The number of shares of Boeing Common Stock subject to each such Boeing Stock-Based RSU will be equal to the product (rounded to the nearest whole number) of the total number of shares of Spirit Common Stock subject to such Spirit PSU immediately prior to the Effective Time based on the attainment of the applicable performance metrics at the actual level of performance, determined as specified in the Merger Agreement, multiplied by the Per Share Merger Consideration. Except as specifically provided in the Merger Agreement, following the Effective Time, each such Boeing Stock-Based RSU will continue to be governed by the same terms and conditions (including vesting terms but excluding performance conditions) as were applicable to such Spirit PSU immediately prior to the Effective Time.

•

Each outstanding Spirit RSU, Spirit PSU or restricted share of Spirit Common Stock granted under Spirit’s omnibus incentive plans that is a Specified Award will be cancelled, and the holder thereof will be entitled to receive (subject to any applicable withholding or other taxes or other amounts required to be withheld by applicable law) the Per Share Merger Consideration multiplied by the number of shares of Spirit Common Stock subject to such Specified Award immediately prior to the Effective Time, provided that the number of shares of Spirit Common Stock subject to those Specified Awards that are Spirit PSUs will be determined based on the attainment of the applicable performance metrics at the actual level of performance, determined as specified in the Merger Agreement.

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The Merger Agreement requires Spirit to take action to provide that, except for the Final Offering, no offering period will be authorized or commence under the ESPP on or after the date of the Merger Agreement and that the ESPP will terminate in its entirety at the Effective Time and no further rights will be granted or exercised under the ESPP thereafter.

Delivery of Merger Consideration

Deposit of Merger Consideration and Exchange Agent

No later than 10 days prior to the Effective Time, Boeing will appoint the Exchange Agent for the purpose of exchanging shares of Spirit Common Stock held in book-entry form or certificated form for the Per Share Merger Consideration. On the Closing Date, Boeing will deposit, or cause to be deposited, with the Exchange Agent, an aggregate number of shares of Boeing Common Stock to be issued in non-certificated book-entry form sufficient to deliver the number of shares of Boeing Common Stock required to be delivered as Per Share Merger Consideration in respect of the shares of Spirit Common Stock, other than Excluded Shares, issued and outstanding immediately prior to the Effective Time (the “Eligible Shares”) and an aggregate amount of cash sufficient to deliver the amounts required to be delivered in lieu of any fractional shares of Boeing Common Stock as described in the section entitled “—Fractional Shares” (such shares of Boeing Common Stock and cash amounts, the “Exchange Fund”). If for any reason (including losses) the Exchange Fund is insufficient to pay the amounts owed to Spirit Stockholders entitled to such payment pursuant to the Merger Agreement, Boeing will immediately deposit, or will cause to be deposited, additional shares of Boeing Common Stock or cash, as applicable, with the Exchange Agent for the Exchange Fund in an amount that is equal to any such deficiency. The Exchange Fund will not be used for any purpose other than to fund the Merger Consideration.

Procedures for Surrender

Within three business days after the Effective Time, Boeing will instruct the Exchange Agent to send to each holder of record of a certificate formerly representing Eligible Share (a “Certificate”) whose shares were converted into the right to receive the Per Share Merger Consideration and, if reasonably deemed customary and necessary by the Exchange Agent, to each holder of record of book-entry shares of Spirit Common Stock (the “Book-Entry Shares”) whose shares were converted into the right to receive the Per Share Merger Consideration: (a) notice advising such holders of the effectiveness of the Merger and (b) customary transmittal materials and instructions for surrendering such Certificates (or affidavits of loss in lieu of such Certificates), and, if reasonably deemed customary and necessary by the Exchange Agent, such Book-Entry Shares to the Exchange Agent, in exchange for the Per Share Merger Consideration and any cash in lieu of fractional shares to which such holder is entitled pursuant to the Merger Agreement. The materials will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of the Certificates) to the Exchange Agent. Unless additional procedures are reasonably deemed customary and necessary by the Exchange Agent, within three business days following the Effective Time, each Book-Entry Share that was converted into the right to receive the Per Share Merger Consideration will automatically, upon the Effective Time, be entitled to receive, and Boeing will instruct the Exchange Agent to pay and deliver in exchange for such Book-Entry Shares, the Per Share Merger Consideration that such holder is entitled to receive and any cash in lieu of fractional shares to which such holder is entitled, and such Book-Entry Shares will be cancelled.

At the Effective Time, the stock transfer books of Spirit will be closed, and thereafter no further registration of transfers of shares of Spirit Common Stock will be made on the records of Spirit. From and after the Effective Time, each Certificate, until surrendered, and each Book-Entry Share, until paid,

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will evidence only the right to receive the Per Share Merger Consideration that the holder of such Certificate or Book-Entry Share, as applicable, is entitled to receive, including any cash in lieu of fractional shares to which such holder is entitled.

Transfers of Ownership

If any portion of the aggregate Per Share Merger Consideration is to be paid to a person other than the person in whose name the Certificate(s) is registered, the Exchange Agent will make such payment if the Certificate(s) are properly endorsed or otherwise in proper form for transfer and surrender and the person requesting such payment provides evidence that any applicable transfer taxes have been paid or are not applicable, in each case in a form and substance reasonably satisfactory to Boeing and the Exchange Agent. Payment of the Per Share Merger Consideration with respect to Book-Entry Shares will only be made to the person in whose name such Book-Entry Shares are registered in the stock transfer books of Spirit.

No Interest

No interest will be paid or accrue on any amount payable upon the surrender of any shares of Spirit Common Stock.

Termination of Exchange Fund

Any portion of the Exchange Fund (including any interest and other income resulting from any investments thereof (if any)) that remains unclaimed by the holders of shares of Spirit Common Stock on the date that is 12 months after the Closing Date will be delivered to Boeing or its designee. After such date, any holder of shares of Spirit Common Stock who has not complied with the surrender procedures set forth in the Merger Agreement will thereafter look only to the Surviving Corporation for such payments.

Lost, Stolen or Destroyed Certificates

If any Certificate is lost, stolen or destroyed, to receive the Per Share Merger Consideration the holder of the Certificate is entitled to receive under the Merger Agreement, the person claiming such Certificate to be lost, stolen or destroyed must make an affidavit of that fact and, if required by Boeing or the Exchange Agent, post a bond in a customary amount and upon such terms as may be reasonably required by Boeing or the Exchange Agent as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate.

Withholding Rights

Each of Spirit (including, for the avoidance of doubt, the Surviving Corporation), Boeing and the Exchange Agent (and any of their respective affiliates) will be entitled to deduct and withhold from any amounts otherwise payable pursuant to the Merger Agreement to any person such amounts as are required to be deducted and withheld therefrom under any applicable tax laws. Any withheld amounts that are paid to or deposited with the appropriate taxing authorities will be treated for purposes of the Merger Agreement as having been paid to the person in respect of which such deduction and withholding was made.

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Representations and Warranties

Representations and Warranties of Spirit

The Merger Agreement contains representations and warranties made by Spirit. These representations and warranties relate to, among other things:

•

due organization, valid existence and good standing; corporate or similar organizational power and authority to own, lease and operate properties and assets and conduct business; and qualification to do business as a foreign legal entity in relevant jurisdictions;

•

capitalization;

•

ownership of subsidiaries;

•

absence of voting debt securities; absence of preemptive or other similar or outstanding rights; absence of voting agreements; equity awards;

•

corporate power and authority to enter into and comply with the Merger Agreement and the enforceability of the Merger Agreement against Spirit;

•

approval of the Merger Agreement by the Spirit Board; the Spirit Board recommending the adoption of the Merger Agreement by the Spirit Stockholders; submission of the Merger Agreement to the Spirit Stockholders;

•

receipt by the Spirit Board of the opinion of Spirit’s financial advisor;

•

required governmental filings, notices, reports, consents, registrations, approvals, permits and authorizations;

•

absence of conflicts with organizational documents, applicable laws and material contracts with third parties in connection with the execution and delivery of the Merger Agreement and completion of the Merger Agreement Transactions;

•

compliance with applicable laws;

•

validity of licenses;

•

timeliness and accuracy of SEC reports and compliance of such reports with applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”);

•

disclosure controls and procedures and internal control over financial reporting;

•

financial statements, absence of certain undisclosed liabilities and absence of off-balance sheet arrangements;

•

absence of certain litigation and governmental orders;

•

the conduct of the business of Spirit and its subsidiaries and the absence of certain adverse events since December 31, 2023;

•

material contracts;

•

government contracts;

•

owned and leased real property and tangible personal property;

•

conformity of products with contractual specifications and warranties and compliance with aviation regulations;

•

customers and suppliers;

•

employee benefits matters;

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•

labor matters;

•

environmental matters;

•

tax matters;

•

real property;

•

intellectual property, information technology and privacy matters;

•

related-party transactions;

•

insurance policies;

•

inapplicability of anti-takeover statutes or regulations and absence of any stockholder rights plan;

•

employment of brokers, finders or investment banks and incurrence of brokerage fees, commissions or finder’s fees in connection with the Merger Agreement Transactions or the Airbus Term Sheet, the transactions contemplated thereby, any definitive agreements with respect to such transactions or other divestitures by Spirit and its subsidiaries, in each case, to the extent they constitute transactions contemplated by the Merger Agreement (collectively, the “Divestiture Transactions”); and

•

accuracy of the information supplied for inclusion in this proxy statement/prospectus and the related registration statement.

Certain of Spirit’s representations and warranties are qualified as to “knowledge,” “materiality” or “Material Adverse Effect.” For purposes of the Merger Agreement, “Material Adverse Effect” means any effect, change, development, event or occurrence that, individually or in the aggregate with any other effect, change, development, event or occurrence, has or would be reasonably expected to have a material adverse effect on the business, condition (financial or otherwise) or results of operations of Spirit and its subsidiaries (taken as a whole); provided, however, that no effect, change, development, event or occurrence resulting from any of the following will constitute a Material Adverse Effect or be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur:

(a)

changes in economic conditions, political conditions, social conditions, the credit, capital, securities or financial markets, commodity prices, interest, currency or exchange rates, inflation or regulatory or business conditions;

(b)

changes or developments in the industries in which Spirit or any of its subsidiaries or joint ventures operate or the industries to which Spirit or its subsidiaries or joint ventures sell its or their products or services;

(c)

changes in, proposed or pending changes in, or changes in interpretation or enforcement of, GAAP or any law;

(d)

(i) any failure by Spirit to meet any internal, public or other projections, forecasts, estimates, budgets or goals or (ii) any decline in the market price or trading volume of the shares of Spirit Common Stock on the NYSE; provided that the underlying cause of such failure or decline may (to the extent not otherwise excluded under this definition) be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur;

(e)

acts of warfare, outbreak or escalation of hostilities, geopolitical conditions, tariffs, sanctions, riots, looting, unrest, sabotage, trade wars, political unrest, civil disobedience, protests, public demonstrations, sabotage, terrorism, cyberterrorism or cyberattacks (in each case, to the extent not specifically targeting Spirit), military, paramilitary or police actions, or national

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or international calamity, or the escalation or worsening of any of the foregoing or any response by any governmental entity to any of the foregoing;

(f)

(i) any outbreak or ongoing effects of a contagious disease, epidemic or pandemic (including COVID-19) or other public health event or the escalation or worsening thereof or any response by any governmental entity to the foregoing (including any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, curfew, shutdown, closure, sequester, safety or any other law, order, proceeding, directive, pronouncement or guideline by any industry group or governmental entity) or (ii) any weather event, flood, eruption, nuclear incident or other natural or man-made disaster or other force majeure event or the escalation or worsening of any of the foregoing or any response by any governmental entity to any of the foregoing;

(g)

the taking of any action required by the Merger Agreement (except for Spirit’s obligations under the Merger Agreement described in the second paragraph under “—Conduct of Business Pending the Merger”) or the failure to take any action prohibited by the Merger Agreement or the taking of any action required by the Airbus Term Sheet (or by the definitive agreements providing for the transactions contemplated by the Airbus Term Sheet, to the extent reflecting the terms of the Airbus Term Sheet or consented to by Boeing pursuant to the Merger Agreement) or the failure to take any action prohibited by the Airbus Term Sheet (or by the definitive agreements providing for the transactions contemplated by the Airbus Term Sheet, to the extent reflecting the terms of the Airbus Term Sheet or consented to by Boeing pursuant to the Merger Agreement);

(h)

changes caused by the negotiation, execution, announcement or performance of the Merger Agreement or the Airbus Term Sheet (or by the definitive agreements providing for the transactions contemplated by the Airbus Term Sheet, to the extent reflecting the terms of the Airbus Term Sheet or consented to by Boeing pursuant to the Merger Agreement) or the pendency or completion of the Merger Agreement Transactions or the Airbus Term Sheet (including, in each case of the foregoing, any loss or change in relationship with any regulator, Spirit employee in or governed by any labor union or similar body, officer, director, customer, supplier, vendor or other business partner of Spirit or any of its subsidiaries to the extent attributable thereto) (it being understood that the provision of the Merger Agreement described in this clause (h) will not apply with respect to the representations or warranties relating to Spirit’s required governmental filings or lack of violations of organizational documents, applicable laws and material contracts with third parties (or any condition to any party’s obligation to complete the Merger Agreement Transactions relating to such representation and warranty));

(i)

the commencement, pendency or resolution of any proceeding filed, or, to the knowledge of Spirit, threatened in writing, against Spirit or any of its subsidiaries or any of their respective representatives, by any Spirit Stockholders in each case to the extent related to the Merger Agreement or the Merger Agreement Transactions (such litigation, “Transaction Litigation”) or any proceeding to the extent relating to the Merger Agreement or the Merger Agreement Transactions (it being understood that the provision of the Merger Agreement described in this clause (i) will not apply with respect to the representations or warranties relating to Spirit’s required governmental filings or lack of violations of organizational documents, applicable laws and material contracts with third parties (or any condition to any party’s obligation to complete the Merger Agreement Transactions relating to such representation and warranty));

(j)

(A) the identity of Boeing or any of its subsidiaries or (B) any communication or disclosure by Boeing or any of its subsidiaries (including regarding the plans or intentions of Boeing with respect to the conduct of the business of Spirit and its subsidiaries after the Effective Time) (it

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being understood that the provision of the Merger Agreement described in this clause (j) will not apply with respect to the representations or warranties relating to Spirit’s required governmental filings or lack of violations of organizational documents, applicable laws and material contracts with third parties (or any condition to any party’s obligation to complete the Merger Agreement Transactions relating to such representation and warranty));

(k)

the effect of any event or action taken or omission to act by Spirit or any of its subsidiaries in connection with the Merger Agreement Transactions or the Airbus Term Sheet at the written request of Boeing;

(l)

the effects of the failure to obtain any consents, registrations, approvals, permits or authorizations from any contractual counterparty or any governmental entity or the termination, acceleration or the enforcement of any contractual right of any contractual counterparty (including step-in rights), in each case, to the extent resulting from or arising out of the entry into the Merger Agreement or the Merger Agreement Transactions (it being understood that the provision of the Merger Agreement described in this clause (l) will not apply with respect to the representations or warranties relating to Spirit’s required governmental filings or lack of violations of organizational documents, applicable laws and material contracts with third parties (or any condition to any party’s obligation to complete the Merger Agreement Transactions relating to such representation and warranty)); or

(m)

any action required to be taken by Boeing or any of its subsidiaries in order to comply with Boeing’s obligations described in the first paragraph under “—Cooperation; Regulatory Approvals and Efforts to Close the Merger.”

Notwithstanding the foregoing, with respect to clauses (a), (b), (c), (e), and (f) above, such events that are not otherwise excluded from the definition of “Material Adverse Effect” may be taken into account in determining whether a “Material Adverse Effect” has occurred or would reasonably be expected to occur to the extent (and only to the extent) that they disproportionately adversely affect Spirit and its subsidiaries (taken as a whole) relative to comparable companies operating in the industries and in the geographic markets in which Spirit and its subsidiaries conduct their businesses.

Representations and Warranties of Boeing and Merger Sub

The Merger Agreement contains representations and warranties made by Boeing and Merger Sub. These representations and warranties relate to, among other things:

•

capitalization; absence of voting debt securities; absence of preemptive or other similar or outstanding rights; absence of voting agreements;

•

corporate power and authority to enter into and comply with the Merger Agreement and the enforceability of the Merger Agreement against Boeing and Merger Sub;

•

required governmental filings, notices, reports, consents, registrations, approvals, permits and authorizations;

•

compliance with applicable laws;

•

timeliness and accuracy of SEC reports and compliance of such reports with applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act;

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•

disclosure controls and procedures and internal control over financial reporting;

•

financial statements and absence of certain undisclosed liabilities;

•

absence of certain litigation and governmental orders;

•

absence of certain adverse events since December 31, 2023; and

•

accuracy of the information supplied for inclusion in this proxy statement/prospectus and the related registration statement.

Certain of Boeing’s and Merger Sub’s representations and warranties are qualified as to “knowledge,” “materiality” or “Boeing Material Adverse Effect.” For purposes of the Merger Agreement, “Boeing Material Adverse Effect” means any effect, change, development, event or occurrence that, individually or in the aggregate with any other effect, change, development, event or occurrence, has or would be reasonably expected to have a material adverse effect on the business, condition (financial or otherwise) or results of operations of Boeing and its subsidiaries (taken as a whole); provided, however, that no effect, change, development, event or occurrence resulting from any of the following will constitute a Boeing Material Adverse Effect or be taken into account in determining whether a Boeing Material Adverse Effect has occurred or would reasonably be expected to occur:

(a)

(b)

changes or developments in the industries in which Boeing or any of its subsidiaries or joint ventures operate or the industries to which Boeing or its subsidiaries or joint ventures sell its or their products or services;

(c)

changes in, proposed or pending changes in, or changes in interpretation or enforcement of, GAAP or any law;

(d)

any failure by Boeing to meet any internal, public or other projections, forecasts, estimates, budgets or goals or any decline in the market price or trading volume of the shares of Boeing Common Stock on the NYSE; provided that the underlying cause of such failure or decline may (to the extent not otherwise excluded under the definition of “Boeing Material Adverse Effect”) be taken into account in determining whether a Boeing Material Adverse Effect has occurred or would reasonably be expected to occur;

(e)

acts of warfare, outbreak or escalation of hostilities, geopolitical conditions, tariffs, sanctions, riots, looting, unrest, sabotage, trade wars, political unrest, civil disobedience, protests, public demonstrations, sabotage, terrorism, cyberterrorism or cyberattacks (in each case, to the extent not specifically targeting Boeing), military, paramilitary or police actions, or national or international calamity, or the escalation or worsening of any of the foregoing or any response by any governmental entity to any of the foregoing;

(f)

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(g)

the taking of any action required by the Merger Agreement or the failure to take any action prohibited by the Merger Agreement or the taking of any action required by the Airbus Term Sheet (or by the definitive agreements providing for the transactions contemplated by the Airbus Term Sheet) or the failure to take any action prohibited by the Airbus Term Sheet (or by the definitive agreements providing for the transactions contemplated by the Airbus Term Sheet);

(h)

changes caused by the negotiation, execution, announcement or performance of the Merger Agreement or the Airbus Term Sheet (or by the definitive agreements providing for the transactions contemplated by the Airbus Term Sheet) or the pendency or completion of the Merger Agreement Transactions or the Airbus Term Sheet (including, in each case of the foregoing, any loss or change in relationship with any regulator, employee in or governed by any labor union or similar body, officer, director, customer, supplier, vendor or other business partner of Boeing or any of its subsidiaries to the extent attributable thereto) (it being understood that the provision of the Merger Agreement described in this clause (h) will not apply with respect to the representations or warranties relating to Boeing’s required governmental filings or lack of violations of organizational documents, applicable laws and material contracts with third parties (or any condition to any party’s obligation to complete the Merger Agreement Transactions relating to such representations and warranties));

(i)

the commencement, pendency or resolution of any Transaction Litigation or any proceeding to the extent relating to the Merger Agreement or the Merger Agreement Transactions (it being understood that the provision of the Merger Agreement described in this clause (i) will not apply with respect to the representations or warranties relating to Boeing’s required governmental filings or lack of violations of organizational documents, applicable laws and material contracts with third parties (or any condition to any party’s obligation to complete the Merger Agreement Transactions relating to such representations and warranties));

(j)

(A) the identity of Spirit or any of its subsidiaries or (B) the business or operations of Spirit (it being understood that the provision of the Merger Agreement described in this clause (j) will not apply with respect to the representations or warranties relating to Boeing’s required governmental filings or lack of violations of organizational documents, applicable laws and material contracts with third parties (or any condition to any party’s obligation to complete the Merger Agreement Transactions relating to such representations and warranties));

(k)

the effect of any event or action taken or omission to act by Boeing or any of its subsidiaries in connection with the Merger Agreement Transactions or the transactions contemplated by the Airbus Term Sheet at the written request of Spirit;

(l)

the effects of the failure to obtain any consents, registrations, approvals, permits or authorizations from any contractual counterparty or any governmental entity or the termination, acceleration or the enforcement of any contractual right of any contractual counterparty, in each case, to the extent resulting from or arising out of the entry into the Merger Agreement or the Merger Agreement Transactions (it being understood that the provision of the Merger Agreement described in this clause (l) will not apply with respect to the representations or warranties relating to Boeing’s governmental filings or lack of violations of organizational documents, applicable laws and material contracts with third parties (or any condition to any party’s obligation to complete the Merger Agreement Transactions relating to such representations and warranties)); or

(m)

Notwithstanding the foregoing, with respect to clauses (a), (b), (c), (e) and (f) above, such events that are not otherwise excluded from the definition of “Boeing Material Adverse Effect” may be taken into

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account in determining whether a “Boeing Material Adverse Effect” has occurred or would reasonably be expected to occur to the extent (and only to the extent) that they disproportionately adversely affect Boeing and its subsidiaries (taken as a whole) relative to comparable companies operating in the industries and in the geographic markets in which Boeing and its subsidiaries conduct their businesses.

Conduct of Business Pending the Merger

The Merger Agreement provides for certain restrictions on the conduct of Spirit’s and its subsidiaries’ businesses prior to the earlier of the Effective Time and the termination of the Merger Agreement.

During the period between the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement (except as required or expressly permitted or contemplated by the Merger Agreement, as required by applicable law, as reasonably necessary to protect the health and safety of the personnel or employees of Spirit or any of its subsidiaries in direct response to the outbreak and ongoing effects of a contagious disease, epidemic or pandemic (including COVID-19), or as consented to in writing by Boeing (which consent will not be unreasonably withheld, conditioned or delayed)), subject to certain exceptions, Spirit must use, and must cause each of its subsidiaries to (provided, with respect to non-wholly owned subsidiaries, Spirit must cause such subsidiaries to the extent within its reasonable control) use, reasonable best efforts to (x) conduct its business in all material respects in the ordinary course of business, (y) to the extent consistent therewith, preserve their business organizations intact and maintain existing relations and goodwill with governmental entities and key customers, suppliers, distributors, creditors, lessors, employees (including any labor union, labor organization, works council or other similar organization) and business associates and keep available the services of its and their present officers, key employees and workforce (including any directors) and (z) maintain in force and enforce internal policies, procedures and controls (as updated or amended from time to time) designed to ensure compliance with applicable law.

•

amend its or their respective organizational documents;

•

adopt a plan of complete or partial liquidation, dissolution, merger, restructuring, recapitalization, or other reorganization of Spirit or any of its subsidiaries;

•

acquire (including by acquisition of equity (including any debt securities convertible into equity) or assets) any business, person, equity interest in any person, material properties or material assets, other than (A) acquisitions of inventory or other goods or services in the ordinary course of business consistent with past practice or (B) solely in the case of acquisitions of properties or assets (but not businesses, persons or equity interests), acquisitions (x) for consideration not in excess of $5,000,000 in any individual transaction or series of related transactions or $15,000,000 in the aggregate in any 12-month period after

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the date of the Merger Agreement or (y) expressly contemplated by Spirit’s then-current capital budget described in or adopted in accordance with the terms of the Merger Agreement;

•

transfer, sell, lease, license, abandon, cancel, allow to lapse, or otherwise dispose of any material assets of Spirit or any of its subsidiaries, or incur, permit or suffer to exist the creation of any material encumbrance (other than encumbrances permitted under the Merger Agreement) upon any such assets (in each case, excluding intellectual property rights), except (A) for inventory in the ordinary course of business consistent with past practice, (B) for obsolete assets in the ordinary course of business consistent with past practice, (C) for properties or assets with a fair market value not in excess of $5,000,000 individually, or $15,000,000 in the aggregate in any 12-month period after the date of the Merger Agreement, or (D) pursuant to existing contractual rights or obligations in effect prior to the date of the Merger Agreement and made available to Boeing or its outside legal counsel prior to the date of the Merger Agreement;

•

transfer, sell, lease, license, abandon, cancel, allow to lapse, or otherwise dispose of any material intellectual property rights of Spirit or any of its subsidiaries, or incur, permit or suffer to exist the creation of any material encumbrance (other than encumbrances permitted under the Merger Agreement) upon, any such material intellectual property rights, except (A) the lapse or expiration of registered intellectual property rights owned by Spirit or any of its subsidiaries at the end of its natural term or (B) non-exclusive licenses granted in the ordinary course of business consistent with past practice;

•

issue, sell, dispose of, grant, transfer, encumber or otherwise enter into any contract with respect to the voting of, any equity interests of Spirit or any of its subsidiaries, convertible or exchangeable securities in respect of such equity interests, or any options, warrants or other rights of any kind to acquire any such equity interests or such convertible or exchangeable securities in each case, other than (A) any such transaction or action by a wholly owned subsidiary of Spirit to Spirit or between or among wholly owned subsidiaries of Spirit, (B) issuances in respect of any Spirit RSUs, Spirit PSUs or restricted shares of Spirit Common Stock outstanding as of the date of the Merger Agreement in accordance with their terms, (C) grants of Spirit RSUs, Spirit PSUs or restricted shares of Spirit Common Stock after the date of the Merger Agreement as permitted by the Merger Agreement, or issuances in respect of such Spirit RSUs, Spirit PSUs or restricted shares of Spirit Common Stock in accordance with their terms, (D) as otherwise permitted by the Merger Agreement, (E) pursuant to, or rights granted under, Spirit’s exchangeable notes in effect as of the date of the Merger Agreement or (F) pursuant to the ESPP in accordance with its terms as of the date of the Merger Agreement and in compliance with the Merger Agreement;

•

(A) make any loans or advances to, or provide any guarantees on behalf of, any person (other than to or from Spirit and any of its wholly owned subsidiaries or between or among any of its wholly owned subsidiaries) in excess of $2,000,000 individually, or $5,000,000 in the aggregate in any 12-month period after the date of the Merger Agreement, other than pursuant to existing contractual obligations in effect as of the date of the Merger Agreement and made available to Boeing prior to the date of the Merger Agreement, (B) cancel, modify or waive any indebtedness or other amounts owed to Spirit or any of its subsidiaries having in each case a value in excess of $2,000,000 individually, or $5,000,000 in the aggregate in any 12-month period after the date of the Merger Agreement, other than in the ordinary course of business consistent with past practice or indebtedness or other amounts owed between or among Spirit and any of its subsidiaries in the ordinary course of business, or (C) incur any indebtedness in excess of $10,000,000 individually or $25,000,000 in the aggregate in any 12-month period after the date of the Merger Agreement, assume or guarantee the indebtedness of any other person (other than Spirit or any of its subsidiaries), or make any

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voluntary prepayment in respect of any indebtedness in each case of this clause (C), other than (1) intercompany borrowings, (2) capital or finance leases entered into after the date of the Merger Agreement in the ordinary course of business or (3) under surety or performance bonds and letters of credit in existence as of the date of the Merger Agreement and made available to Boeing prior to the date of the Merger Agreement or entered into in the ordinary course of business and without violation of the terms of the Merger Agreement;

•

declare, set aside or pay any dividend or other distribution, with respect to any securities of Spirit or its subsidiaries, other than dividends or other distribution paid by any wholly owned subsidiary of Spirit to Spirit or to any other wholly owned subsidiary of Spirit;

•

reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire or enter into any agreement to do any of the foregoing with respect to any equity interests of Spirit or any subsidiary of Spirit or securities convertible or exchangeable in respect of such equity interests, in each case, other than (A) to satisfy applicable tax withholding or exercise prices upon vesting, settlement or exercise of any Spirit RSU, Spirit PSU or restricted share of Spirit Common Stock outstanding on the date of the Merger Agreement or granted after the date of the Merger Agreement as permitted by the Merger Agreement, (B) repurchases of shares of capital stock as permitted under any Spirit RSU, Spirit PSU or restricted share of Spirit Common Stock outstanding on the date of the Merger Agreement or granted after the date of the Merger Agreement as permitted by the Merger Agreement or (C) any such transactions solely involving wholly owned subsidiaries of Spirit;

•

(A) authorize any new capital expenditures, in each case, other than (I) for capital expenditures first authorized in 2024, as contemplated by Spirit’s existing capital budget for calendar year 2024, (II) for capital expenditures first authorized in calendar year 2025, as contemplated by Spirit’s capital budget for calendar year 2025 so long as such 2025 capital budget allocates capital expenditures substantially consistently with Spirit’s 2024 capital budget, does not exceed Spirit’s 2024 capital budget by more than 5% and is delivered to Boeing by no later than February 1, 2025, or (III) any unbudgeted capital expenditures not to exceed $10,000,000 individually, or $25,000,000 in the aggregate in any 12-month period after the date of the Merger Agreement, or (B) fail to make material capital expenditures expressly contemplated by Spirit’s capital budget then in effect, except to the extent that Spirit determines, in good faith after consultation with Boeing, that delaying such capital expenditure or utilizing the amounts otherwise budgeted for such capital expenditure for other purposes is reasonably necessary under the circumstances existing at any time;

•

except as otherwise permitted by the Merger Agreement, enter into any contract that would have been a Company Material Contract (as defined in the Merger Agreement) had it been entered into prior to the date of the Merger Agreement (including by amending any contract in a manner that would make such contract a Company Material Contract), other than (A) any contract with the top 10 suppliers of Spirit and its subsidiaries (on a consolidated basis) determined on the basis of the actual amounts paid for goods and services by Spirit and its subsidiaries (on a consolidated basis), during the fiscal year ended December 31, 2023, (B) any government contract that is reasonably expected to result in total annual revenue in excess of $100,000,000 (excluding any fixed-price contracts), (C) any bid by Spirit that, if accepted or awarded, would result in a government contract reasonably expected to result in total aggregate revenue in excess of $100,000,000 over the life of such contract (excluding any such bid by Spirit for a fixed-price contract), (D) any contract (or group of related contracts with respect to a single transaction or series of related transactions) that involves future payments, performance or services or delivery of assets to or by Spirit or any of its subsidiaries of any value reasonably expected to exceed $25,000,000 in any 12-month period after the date of the Merger Agreement, (E) any contract for the lease of personal property providing for annual payments thereunder of $1,000,000 or more, or (F) any

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customer or supplier contract containing customary indemnification provisions and providing for any material indemnification or guarantee obligations by Spirit or any of its subsidiaries of any person that remain outstanding as of the date of the Merger Agreement, in each case, that is entered in the ordinary course of business consistent with past practice, subject to restrictions specified in the Merger Agreement;

•

assign, terminate, fail to renew, materially amend or waive any material rights under any material contract (other than non-renewals, non-material amendments or non-material waivers in the ordinary course of business);

•

amend, terminate or allow to lapse any material license held by Spirit or any of its subsidiaries in a manner that materially and adversely impacts the ability of Spirit and its subsidiaries to conduct their respective businesses;

•

except in the ordinary course of business consistent with past practice or for which replacement insurance is to be obtained on substantially equivalent terms, voluntarily terminate, cancel or modify any material third-party insurance policies;

•

other than any Transaction Litigation, settle or compromise any proceeding (A) for an amount in excess of $15,000,000 individually, or $30,000,000 in the aggregate in any 12-month period after the date of the Merger Agreement (net of any insurance proceeds or indemnity, contribution or similar payments received by Spirit or any wholly owned subsidiary of Spirit in respect thereof, or amounts reserved for such matters in the consolidated financial statements included in Spirit’s Form 10-K for the year ended December 31, 2023 by Spirit or such wholly owned subsidiary), (B) which involves any criminal liability of Spirit or any of its wholly owned subsidiaries, (C) which results in any non-monetary obligation or binding precedential effect that is material to Spirit and its subsidiaries (taken as a whole) or would be binding on Boeing’s or its subsidiaries’ operations after the Closing or (D) that is a stockholder derivative proceeding or a proceeding commenced by a governmental entity;

•

make any material changes with respect to any financial accounting policies or procedures, in each case, except as required by GAAP or SEC rules or policies (or any interpretation thereof) or any regulatory accounting requirements (or any interpretation thereof) or any governmental entity (including the Financial Accounting Standards Board or any similar organization);

•

write up, write down or write off the book value of any material assets of Spirit or any of its subsidiaries, except to the extent required by GAAP as consistently applied by Spirit since the December 31, 2021;

•

enter into any new line of business that is not incidental to, or an iteration, extension, natural evolution, expansion or advancement of, the lines of business of Spirit or any of its subsidiaries as of the date of the Merger Agreement;

•

(A) make (other than in the ordinary course of business), change or revoke any material tax election, (B) change any material tax accounting period or method, (C) file any material amended tax return, (D) enter into any closing agreement with respect to material taxes, (E) settle any material tax claim, audit, assessment or dispute, (F) enter into any material tax indemnification, sharing, allocation reimbursement or similar agreement, arrangement or understanding, (G) initiate any voluntary tax disclosure or tax amnesty or similar filings with any taxing authority with respect to U.S. state or local taxes and other than in connection with the IRS Compliance Assurance Process, (H) fail to timely file any material tax returns (taking into account any extension of time within which to file) or pay any tax that becomes due and payable (other than taxes that are being contested in good faith in appropriate proceedings and for which appropriate reserves have been established to the extent required by GAAP), or (I) surrender any right to claim a material tax refund;

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•

except as required pursuant to the terms of any Spirit benefit plan in effect as of the date of the Merger Agreement, any Spirit Labor Agreement (as may be amended pursuant to the Merger Agreement) (as defined below), or as otherwise required by applicable law, (A) increase the compensation or consulting fees, bonus, pension, welfare, fringe or other benefits, severance or termination pay of any Spirit employee, except for (1) increases in annual base salary or wage rate in the ordinary course of business consistent with past practice that do not exceed 5% in the aggregate or, for (x) employees at the level of Vice President or above, 4% individually or (y) all other employees, 8% individually (in each case, excluding any Spirit employee represented by a representative body, labor organization, labor union, works council or similar organization where such increase in base salary or wage rate is mandated by the terms of any existing agreement (as may be amended) with such representative body, labor organization, labor union, works council or similar organization), (2) the payment of annual bonuses for completed periods based on actual performance in the ordinary course of business consistent with past practice, (3) promotions below the level of Vice President in the ordinary course of business and promotions in accordance with clause (G) below and (4) benefits, fringe benefits and de minimis amounts payable or provided in the ordinary course of business consistent with past practice, (B) become a party to, establish, adopt, amend, commence participation in or terminate any material Spirit benefit plan or any arrangement that would have been a material Spirit benefit plan had it been entered into prior to the Merger Agreement, other than in connection with routine, immaterial or ministerial amendments to health and welfare plans that do not materially increase benefits or result in a material increase in administrative costs, (C) grant any new awards, or materially amend or modify the terms of any outstanding awards, under any Spirit benefit plan, (D) take any action to accelerate the vesting or lapsing of restrictions or payment, or fund or in any other way secure the payment, of compensation or benefits under any Spirit benefit plan, (E) change any actuarial or other assumptions used to calculate funding obligations with respect to any Spirit benefit plan that is required by applicable law to be funded or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP, (F) forgive any material loans or issue any loans (other than routine travel advances issued in the ordinary course of business consistent with past practice) to any Spirit employee, (G) hire any employee at the level of Vice President or above, except for individuals hired or promoted following the date of the Merger Agreement to replace employees at the level of Vice President or above who terminate employment on or following the date of the Merger Agreement or (H) terminate the employment of any employee at the level of Vice President or above, other than for cause;

•

other than as required pursuant to the terms of any collective bargaining agreement with a labor union, labor organization, works council or similar organization representing Spirit employees and in effect as of the date of the Merger Agreement (such agreements, “Spirit Labor Agreements”), become a party to, establish, adopt, amend, commence participation in or terminate any collective bargaining agreement or other contract with a labor union, labor organization, works council or similar organization, except renewals of existing Spirit Labor Agreements in accordance with the terms thereof;

•

implement any plant closing or mass layoff, collective redundancy or restructuring exercise; or

•

agree, authorize or commit to do any of the foregoing.

The Merger Agreement also provides for certain restrictions on the conduct of Boeing prior to the earlier of the Effective Time and the termination of the Merger Agreement. During the period between the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement, except (a) as required or expressly permitted or contemplated by the Merger

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Agreement, (b) as required by applicable law or (c) consented to in writing by Spirit (which consent will not be unreasonably withheld, conditioned or delayed), Boeing will not:

•

amend Boeing’s certificate of incorporation in any manner that would be materially adverse to Spirit or Spirit Stockholders;

•

adopt a plan of complete or partial liquidation, dissolution, merger, restructuring, recapitalization, or other reorganization of Boeing;

•

declare, set aside or pay any dividend or other distribution with respect to the capital stock of Boeing; or

•

agree or commit to do any of the foregoing.

No Solicitation of Acquisition Proposals; Change of Recommendation

Termination of Existing Discussions

The Merger Agreement provides that Spirit will, and will cause each of its wholly owned subsidiaries to, and will instruct and use reasonable best efforts to cause its and its subsidiaries’ other representatives and Spirit’s non-wholly owned subsidiaries to:

•

promptly cease and cause to be terminated any solicitations, discussions and negotiations with any person conducted prior to the date of the Merger Agreement with respect to any Acquisition Proposal (as defined below);

•

if such person has executed a confidentiality agreement in connection therewith, request the prompt return or destruction of all confidential information relating to Spirit and any of its subsidiaries, subject to the terms and conditions of such confidentiality agreement, and, if applicable, terminate any diligence access through physical or electronic datarooms previously granted to such person;

•

refrain from terminating, waiving, amending or modifying any provision of any confidentiality or standstill obligations (or other similar restrictions that would prevent the making or pursuing of any Acquisition Proposal) to which Spirit or any of its subsidiaries is or becomes a party; and

•

enforce the provisions of any confidentiality or standstill agreements;

provided in each case, that Spirit will be permitted to release or waive any such standstill obligations (or other similar restrictions that would prevent the making or pursuing of any confidential, non-public Acquisition Proposal) to permit a person to make and pursue and submit a confidential, non-public Acquisition Proposal to the extent that the Spirit Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that the failure to do so would be inconsistent with the directors’ fiduciary duties under applicable laws.

Non-Solicitation

The Merger Agreement provides that from the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement, except as expressly permitted by the Merger Agreement and subject to certain exceptions, Spirit will not, and will cause its wholly owned subsidiaries and its and their directors and officers not to, and will instruct and use reasonable best efforts to cause its and its subsidiaries’ other representatives and Spirit’s non-wholly owned subsidiaries not to, directly or indirectly:

•

initiate, solicit, knowingly encourage or knowingly facilitate any Acquisition Proposal or any inquiry with respect to the making of an Acquisition Proposal;

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•

participate in any discussions or negotiations (other than with Boeing and its representatives) regarding any Acquisition Proposal or any inquiry with respect to the making of an Acquisition Proposal (other than to state that the terms of the Merger Agreement prohibit such discussions); or

•

disclose any nonpublic information to any person concerning Spirit or its subsidiaries in connection with any Acquisition Proposal or any inquiry with respect to the making of an Acquisition Proposal.

Notwithstanding the provisions of the Merger Agreement described in the immediately preceding paragraph and in “—Termination of Existing Discussions,” prior to obtaining the Spirit Stockholder Approval, in response to an Acquisition Proposal which did not result from a material breach of such provisions by Spirit, its wholly owned subsidiaries or its or their respective representatives, (a) Spirit and its representatives may contact the person or group (including its or their representatives) that made such Acquisition Proposal in writing to request written clarification of the terms and conditions thereof, and (b) if the Spirit Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal (as defined below), Spirit may:

•

participate in any discussions or negotiations regarding such Acquisition Proposal or any inquiry with respect to the making of such Acquisition Proposal; and

•

disclose any nonpublic information to such person or group concerning Spirit or its subsidiaries in connection with such Acquisition Proposal or any inquiry with respect to the making of such Acquisition Proposal, provided that prior to any such disclosure of any information by or on behalf of Spirit, the person or group making such Acquisition Proposal must execute a confidentiality agreement with Spirit with confidentiality and use terms in favor of Spirit that are not less restrictive in any material respect than those contained in the Non-Disclosure Agreement between Spirit and Boeing, dated as of February 28, 2024 (as it may be amended from time to time) (the “Confidentiality Agreement”) (which confidentiality agreement need not contain any standstill obligations (or other similar restrictions that would prevent the making or pursuing of any Acquisition Proposal)), and Spirit will substantially concurrently with the delivery to such person or group of any such nonpublic information concerning Spirit or any of its subsidiaries, provide or make available such information to Boeing or its outside legal counsel, to the extent not previously provided or made available (subject to the terms of the Confidentiality Agreement).

Notice of Acquisition Proposals

The Merger Agreement provides that Spirit will promptly (but, in any event, within 24 hours) notify Boeing in writing if any Acquisition Proposal or any inquiry with respect to the making of an Acquisition Proposal is received by, any information is requested in connection with any Acquisition Proposal from, or any discussion or negotiation with respect to an Acquisition Proposal is sought to be initiated or continued with, Spirit or any of its representatives acting on Spirit’s behalf or at its direction, and will set forth in such notice the name of the person or persons making the Acquisition Proposal or inquiry, requesting such information or seeking to initiate or continue such discussion or negotiation and the material terms and conditions of any such Acquisition Proposal or inquiry (including, if applicable, copies of any written requests, proposals or offers, any substantive written communications between Spirit or any of its representatives and the person or persons making the Acquisition Proposal or its representatives, or other materials that describe the terms and conditions

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of such Acquisition Proposal received in connection with any such Acquisition Proposal or inquiry, including proposed agreements) and thereafter will promptly (but, in any event, within 24 hours):

•

keep Boeing reasonably informed of the status and terms of any material developments regarding any such Acquisition Proposal or inquiry (including any material amendments thereto) and the status of any such discussions or negotiations; and

•

provide to Boeing (or its outside legal counsel) copies of all written materials that describe the terms and conditions of such Acquisition Proposal provided by, or on behalf of, such person or persons to Spirit or any of its representatives and any substantive written communications between Spirit or any of its representatives and the person or persons making the Acquisition Proposal or its representatives.

No Change of Recommendation or Alternative Acquisition Agreement

Except as permitted by the Merger Agreement, the Spirit Board will not:

•

withhold, withdraw, qualify or modify (or publicly propose or publicly resolve to withhold, withdraw, qualify or modify) the Spirit Board’s recommendation that Spirit Stockholders adopt the Merger Agreement in a manner adverse to Boeing or, if an Acquisition Proposal has been publicly disclosed after the date of the Merger Agreement, fail to reaffirm the Spirit Board’s recommendation that Spirit Stockholders adopt the Merger Agreement, such reaffirmation occurring within 10 business days after the receipt of any written request to do so from Boeing (which request may only be made once with respect to any such Acquisition Proposal, except that Boeing may make an additional request after the public disclosure of any material changes in the terms of such Acquisition Proposal) (each of the foregoing, a “Change of Recommendation”);

•

approve or recommend, or publicly declare advisable, any Acquisition Proposal or other proposal that would reasonably be expected to lead to an Acquisition Proposal;

•

approve, recommend, enter into or publicly declare advisable or publicly propose to enter into any letter of intent, memorandum of understanding, merger agreement or other contract or understanding providing for or relating to any Acquisition Proposal (other than a confidentiality agreement as permitted under the Merger Agreement) (such agreement, an “Alternative Acquisition Agreement”); or

•

agree, authorize or commit to do any of the foregoing.

Notwithstanding anything to the contrary set forth in the Merger Agreement, at any time prior to obtaining the Spirit Stockholder Approval, in response to an Acquisition Proposal that did not result from a material breach by Spirit, its wholly owned subsidiaries or its or their respective representatives of the obligations under the Merger Agreement described above in “—Termination of Existing Discussions” and the first paragraph in “—Non-Solicitation” and that the Spirit Board determines, in good faith, after consultation with its financial advisor and outside legal counsel, constitutes a Superior Proposal, the Spirit Board may effect a Change of Recommendation or terminate the Merger Agreement pursuant to and in accordance with the terms of the Merger Agreement and substantially concurrently with such termination enter into an Alternative Acquisition Agreement with respect to such Acquisition Proposal; provided, however, that prior to taking any such action:

•

Spirit must provide Boeing with written notice of its intention to take such action at least four business days in advance (the “Takeover Notice Period”), which notice must include all information required by the terms of the Merger Agreement (as described in “—Notice of Acquisition Proposals”), mutatis mutandis (with any subsequent material revision or material amendment to the terms of such Acquisition Proposal resulting in a three-business-day extension of the Takeover Notice Period);

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•

during the Takeover Notice Period, to the extent requested by Boeing, Spirit negotiates in good faith with Boeing regarding any adjustments or modifications to the terms of the Merger Agreement proposed by Boeing; and

•

at the end of the Takeover Notice Period, the Spirit Board determines in good faith, after consultation with its financial advisor and outside legal counsel (after taking into account any written revisions to the Merger Agreement proposed by Boeing and any other information offered by Boeing prior to the end of the Takeover Notice Period), that such Acquisition Proposal continues to be a Superior Proposal and failure to make a Change of Recommendation or terminate the Merger Agreement and substantially concurrently with such termination enter into an Alternative Acquisition Agreement would be inconsistent with the directors’ fiduciary duties under applicable law.

The Spirit Board may, at any time prior to obtaining the Spirit Stockholder Approval, effect a Change of Recommendation in response to an Intervening Event (as defined below) if:

•

Spirit provides Boeing with four business days’ prior written notice of its intention to take such action, which notice will include the material information considered by the Spirit Board with respect to such Intervening Event;

•

during such four-business-day period, to the extent requested by Boeing, Spirit negotiates in good faith with Boeing regarding any adjustments or modifications to the terms of the Merger Agreement proposed by Boeing; and

•

at the end of such four-business-day period, the Spirit Board determines in good faith, after consultation with its financial advisor and outside legal counsel (after taking into account any adjustments or modifications to the terms of the Merger Agreement committed to by Boeing in writing and any other information offered by Boeing), that the failure to make a Change of Recommendation in response to such Intervening Event would be inconsistent with the directors’ fiduciary duties under applicable law.

Under the Merger Agreement:

•

“Acquisition Proposal” means any proposal or offer made by any person or group providing for a merger, consolidation, dissolution, liquidation, recapitalization, reorganization, share exchange, acquisition, tender offer, issuance of securities, joint venture or any other similar transaction (or series of related transactions) involving Spirit or any of its subsidiaries pursuant to which any person or group would acquire beneficial ownership or control of (a) equity interests representing 20% or more (on a non-diluted basis) of any class of equity or voting interests in Spirit or (b) assets (including any securities) that constitute 20% or more of the consolidated net revenues, net income or total assets of Spirit and its subsidiaries (taken as a whole), in each case other than the Merger Agreement Transactions or any other proposal made by or on behalf of Boeing or any of its affiliates or any group of which Boeing or any of its affiliates are members or any acquisition by Boeing or any of its affiliates or any group of which Boeing or any of its affiliates are members, except that an “Acquisition Proposal” will not include any proposal or offer or other transaction relating to the Divestiture Assets.

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“Superior Proposal” means a bona fide written Acquisition Proposal, made after the date of the Merger Agreement by any person, that did not result from a material breach by Spirit, its wholly owned subsidiaries or its or their respective representatives of the obligations described in “—Termination of Existing Discussions” and the first paragraph in “—No Solicitation of Acquisition Proposals; Change of Recommendation—Non-Solicitation,” on terms that the Spirit Board determines in good faith, after consultation with its financial advisor and outside legal counsel, are more favorable to Spirit Stockholders than the Merger Agreement Transactions, taking into account the financial, legal, regulatory, conditionality

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and other aspects of such proposal; provided that, solely for purposes of defining a “Superior Proposal,” all references in the definition of “Acquisition Proposal” to “20%” are deemed to be a reference to “50%.”

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“Intervening Event” means any event, change, development, circumstance, fact, condition, occurrence or effect occurring after the date of the Merger Agreement that materially affects the business, financial condition, assets, liabilities or operations of Spirit and its subsidiaries (taken as a whole), and that is not actually known or reasonably foreseeable to the Spirit Board as of or prior to the date of the Merger Agreement (or if actually known or reasonably foreseeable, the material consequences of which were not actually known or reasonably foreseeable to the Spirit Board at such time); provided that in no event will the following constitute or be taken into account in determining whether or not an Intervening Event has occurred: (a) the receipt, existence or terms of an Acquisition Proposal or any proposal or offer or other transaction relating to the divestiture of the Divestiture Assets, or any matter relating thereto or consequence thereof, (b) results that were proximately caused by a material breach of the Merger Agreement by Spirit, (c) Spirit meeting or exceeding any internal, published or other projections, forecasts, estimates, budgets or goals or (d) changes, after the date of the Merger Agreement, in the market price or trading volumes of shares of Spirit Common Stock or shares of Boeing Common Stock, in and of themselves; provided that in the case of the foregoing clauses (c) and (d), the underlying cause of such event, change, development, circumstance, fact, condition, occurrence or effect may (to the extent not otherwise excluded under this definition) be taken into account in determining whether an Intervening Event has occurred.

Nothing in the Merger Agreement prohibits Spirit from (a) complying with its disclosure obligations under applicable law, (b) making any “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act or (c) making any disclosure to Spirit Stockholders if the Spirit Board determines in good faith, after consultation with Spirit’s outside legal counsel, that the failure of the Spirit Board to make such disclosure would be inconsistent with the directors’ fiduciary duties under applicable laws; provided that no disclosure or communication will be permitted pursuant to the Merger Agreement provision described in this clause (c) that constitutes a Change of Recommendation or has the effect of any action or communication prohibited by the Merger Agreement provisions described in the first paragraph in “—No Solicitation of Acquisition Proposals; Change of Recommendation—No Change of Recommendation or Alternative Acquisition Agreement” unless the Spirit Board has complied with the requirements in the Merger Agreement described above in the second and third paragraphs in “—No Solicitation of Acquisition Proposals; Change of Recommendation—No Change of Recommendation or Alternative Acquisition Agreement.”

Cooperation; Regulatory Approvals and Efforts to Close the Merger

Under the Merger Agreement, Boeing and Spirit have agreed to cooperate with each other and use (and cause their respective wholly owned subsidiaries to use, and instruct and use reasonable best efforts to cause their non-wholly owned subsidiaries to use) reasonable best efforts to take or cause to be taken all actions necessary or advisable under the Merger Agreement and applicable laws to complete the Merger Agreement Transactions as promptly as reasonably practicable and in any event prior to the Outside Date, including preparing and filing all documentation to effect all necessary filings and notices and seeking to obtain as promptly as reasonably practicable, unless otherwise agreed by Boeing and Spirit by mutual written consent (provided that any disagreement between the parties with respect to timing will be subject to the Regulatory Strategy Framework (as defined below)), all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any contractual counterparty or any governmental entity in order to complete the Merger Agreement Transactions. In connection with obtaining any such consent or approval from any

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contractual counterparty, none of Spirit, Boeing or any of their respective affiliates will be required to, and neither Spirit nor any of its affiliates will, without the prior written consent of Boeing, be permitted to, pay any fees or concede anything of monetary or economic value or otherwise make any accommodation or provide any benefit, in each case, except to the extent expressly set forth in the Airbus Term Sheet or any definitive agreements with respect to the transactions contemplated by the Airbus Term Sheet entered into with the prior written consent of Boeing pursuant to the Merger Agreement (though Spirit is not prohibited from divesting any of the Divestiture Assets to the extent consented to by Boeing pursuant to the Merger Agreement); provided, however, that whether or not the Merger Agreement Transactions are completed, Boeing will be responsible for the payment to any governmental entity of all filing fees payable by Boeing, Spirit or any of their respective subsidiaries in connection with obtaining the Regulatory Approvals.

In furtherance of the requirements set forth in the Merger Agreement described in the immediately preceding paragraph, each of Spirit and Boeing, as applicable, will (and will cause their respective wholly owned subsidiaries to, and will instruct and use reasonable best efforts to cause their non-wholly owned subsidiaries to):

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prepare and file (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act no later than 20 business days after the date of the Merger Agreement, and (B) all other initial filings, notices and reports (or where applicable, drafts thereof) pursuant to all other applicable antitrust laws or foreign investment laws or with respect to the other Regulatory Approvals, in each case, as promptly as reasonably practicable after the date of the Merger Agreement; provided that the timing of all such filings described in this bullet point will be subject to the Regulatory Strategy Framework;

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promptly provide or cause to be provided to each governmental entity any non-privileged information and documents (A) requested by such governmental entity in connection with any applicable antitrust law, foreign investment law or other Regulatory Approvals or (B) that are otherwise necessary or advisable to permit completion of the Merger Agreement Transactions as promptly as practicable following any such request or otherwise following the date of the Merger Agreement; and

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contest or defend against any actual, anticipated or threatened order or proceeding under any applicable antitrust law or foreign investment law seeking to prevent, restrain, prohibit, make illegal, materially impair or materially delay the completion of the Merger Agreement Transactions, including seeking to have any adverse decision, stay or temporary restraining order entered by any court or other governmental entity vacated, lifted or reversed.

The Merger Agreement provides that Boeing will, and will cause its subsidiaries to, to the extent necessary to obtain the Regulatory Approvals and to permit the Closing to occur prior to the Outside Date:

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propose, negotiate, commit to, effect and agree to, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, holding separate and other disposition of the businesses, assets, properties, product lines, programs, projects and equity or other business interests of Spirit or Boeing or any of their respective subsidiaries;

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create, amend, terminate, unwind, divest or assign, subcontract or otherwise secure substitute parties for relationships, ventures or contractual or commercial rights or obligations of Spirit or Boeing or any of their respective subsidiaries; and

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take or commit to take any action that would limit or otherwise restrict Boeing’s or Spirit’s or any of their respective subsidiaries’ freedom of action, including with respect to, or that would effect changes to the conduct of business of, any businesses, assets, properties, product lines, programs, projects and equity or other business interests, relationships, ventures or contractual rights and obligations of Spirit, Boeing, and their respective subsidiaries.

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Notwithstanding anything to the contrary set forth in the Merger Agreement, in no event will (i) any party or any of its subsidiaries be required to take, or agree to take, any action set forth in the Merger Agreement provision described in the immediately preceding paragraph (whether to obtain the Regulatory Approvals or any other approvals with any governmental entity) that is not conditioned upon the completion of the Merger (though the foregoing will not prohibit Spirit from divesting any of the Divestiture Assets, whether or not conditioned upon the completion of the Merger, to the extent consented to by Boeing pursuant to the Merger Agreement), (ii) except to the extent expressly provided by the Airbus Term Sheet or any definitive agreements with respect to the transactions contemplated by the Airbus Term Sheet entered into with the prior written consent of Boeing pursuant to the Merger Agreement, Spirit or any of its subsidiaries agree with any governmental entity to take any action set forth in the Merger Agreement provision described in the immediately preceding paragraph (whether to obtain the Regulatory Approvals or any other approvals with any governmental entity) without the prior written consent of Boeing (though the foregoing will not prohibit Spirit from divesting any of the Divestiture Assets to the extent consented to by Boeing pursuant to the Merger Agreement), or (iii) Boeing or any of its subsidiaries be required to take or to agree to take any action set forth in the Merger Agreement provision described in the immediately preceding paragraph (whether to obtain the Regulatory Approvals or any other approvals with any governmental entity) that (A) relates to businesses, assets, properties, product lines, programs, projects, equity or other business interests or other contractual rights and obligations of Boeing or any of its subsidiaries, (B) relates to businesses, assets, properties, product lines, programs, projects, equity or other business interests or other contractual rights and obligations of Spirit or any of its subsidiaries other than the Divestiture Assets or (C) would require Boeing to commit to provide prior notice or seek prior approval from any governmental entity for or appoint a monitor with respect to any future transaction (any such actions, a “Burdensome Condition”).

Subject to applicable laws and the other provisions of the Merger Agreement, Boeing and Spirit have agreed to keep the other apprised of the status of matters relating to the completion of the Merger Agreement Transactions and the Divestiture Transactions and work cooperatively in connection with obtaining all consents, registrations, approvals, permits and authorizations relating to the Merger Agreement Transactions and the Divestiture Transactions, including the Regulatory Approvals, any consents or approvals required from any contractual counterparty and the Spirit Stockholder Approval. Boeing and Spirit will jointly develop, consult and cooperate with one another with respect to the strategy for obtaining any consents, registrations, approvals, permits or authorizations relating to the Merger Agreement Transactions and the Divestiture Transactions, including the Regulatory Approvals, or responding to any request from, inquiry by, or investigation by any governmental entity in connection with the Merger Agreement, the Merger Agreement Transactions and the Divestiture Transactions, including the timing, content of any registrations, filings, agreements, forms, notices, petitions, statements, submissions of information, applications and other documents, communications and correspondence contemplated by, made in accordance with or subject to the provisions of the Merger Agreement discussed in this “—Cooperation; Regulatory Approvals and Efforts to Close the Merger” section.

Notwithstanding the foregoing, in the event of any disagreement between the parties relating to the strategy or appropriate course of action or content of any submission made in connection with obtaining any consents, registrations, approvals, permits or authorizations relating to the Merger Agreement Transactions or the Divestiture Transactions, including the Regulatory Approvals, the parties will escalate such dispute to the chief legal counsel of Boeing and the general counsel of Spirit for resolution. If such dispute is not resolved pursuant to the preceding sentence, Boeing will have the right to make the final determination with respect to such matter (the procedures with respect to determining strategy or appropriate courses of action or content of any submission and resolving any disagreements between the parties with respect thereto described in this sentence and the immediately preceding two sentences, the “Regulatory Strategy Framework”). The Regulatory

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Strategy Framework will also apply to any decision of a party to (i) agree to stay, toll or extend the waiting period under the HSR Act with respect to the Merger Agreement Transactions or the Divestiture Transactions, (ii) withdraw and thereafter refile its Notification and Report Form pursuant to the HSR Act in accordance with 16 C.F.R. § 803.12 and any other applicable laws or (iii) enter into timing or similar agreements with any governmental entity.

Boeing and Spirit will have the right to review in advance, and, to the extent reasonably practicable, each will consult with the other on, and consider in good faith the views and comments of the other in connection with, all the information relating to Boeing or Spirit, as the case may be, any of their respective subsidiaries and any of its or their respective representatives, that appears in any filing made with, or written materials delivered or submitted to, any governmental entity in connection with the Merger Agreement Transactions and the Divestiture Transactions. If either party receives a request for additional information or documentary material from any governmental entity in connection with the Merger Agreement Transactions or the Divestiture Transactions, then such party will make, or cause to be made, promptly and after consultation with the other party, an appropriate response in compliance with such request (and in any event, as soon as reasonably practicable (provided that such timing will be subject to the Regulatory Strategy Framework), certify compliance with any Second Request issued pursuant to the HSR Act unless otherwise agreed to by the other party in writing). Neither Spirit nor Boeing will, nor will either permit any of its subsidiaries or any of its or their respective representatives to, participate in any substantive discussion, teleconference, videoconference or meeting with any governmental entity in respect of any filings, investigation or other inquiry directly relating to the Merger Agreement Transactions or the Divestiture Transactions unless (to the extent reasonably practicable) it consults with the other in advance and, to the extent permitted by such governmental entity, gives the other the opportunity to attend and participate in such substantive discussion, teleconference, videoconference or meeting; provided that the foregoing will not apply to communications or interactions with any governmental entity in connection with any filing, investigation, inquiry, or other matter or arrangement that is or was initiated independent of and without relation to the Merger Agreement Transactions or the Divestiture Transactions (it being understood that a filing, investigation or inquiry will not be deemed to relate to such transactions solely by virtue of mentioning the other party) unless the scope of any such investigation, inquiry or other discussion changes to become primarily related to the Merger Agreement Transactions, in which case the foregoing will apply only with respect to communications or interactions to the extent related to the Merger Agreement Transactions. Each of Boeing and Spirit may, as each may determine in good faith is reasonably necessary pursuant to applicable law, designate competitively sensitive materials and information of the nature discussed in this “—Cooperation; Regulatory Approvals and Efforts to Close the Merger” section of this proxy statement/prospectus as “Outside Counsel Only” or “Clean Team Only,” and such materials and information will be given only to the outside legal counsel or clean team, as the case may be, of the recipient and will not be disclosed by such outside legal counsel or clean team, as the case may be, to directors, officers or employees of the recipient (unless, in the case of information designated as “Clean Team Only,” the providing party has previously approved such directors, officers or employees being members of the clean team) unless express permission is obtained in advance from the source of the materials (Spirit or Boeing, as the case may be) or its legal counsel, and that any materials shared may be redacted to the extent required by law before being provided to the other party or its representatives.

Subject to the Regulatory Strategy Framework, Spirit will (and will cause its wholly owned subsidiaries and its and their respective directors, officers and employees to, and will instruct and use reasonable best efforts to cause its and its subsidiaries’ other representatives and Spirit’s non-wholly owned subsidiaries to) cooperate with Boeing in good faith to facilitate as promptly as reasonably practicable any potential divestiture of any businesses, assets, properties, product lines, programs, projects and equity or other business interests of Spirit and its subsidiaries proposed by Boeing, including by using reasonable best efforts to (A) enter into confidentiality and other customary

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preliminary agreements with potential acquirers, (B) permit such acquirers to conduct customary due diligence and delivering such information (including an entanglements analysis, tax structuring schematics, a data room, a vendor due diligence report, site visits, a quality of earnings report, management presentations or disclosure schedules) subject to receipt by Spirit from such potential acquirers of a confidentiality agreement in form and substance reasonably acceptable to Spirit (provided that Spirit will have the authority to designate information as “Outside Counsel Only” or “Clean Team Only” in its reasonable discretion based on the reasonable advice of outside antitrust counsel, and such materials and information will be given only to the outside legal counsel or clean team, as the case may be, of the potential acquirer), (C) take such actions (including making any requisite regulatory filings and engaging in any requisite works council consultation or similar processes) and execute or amend such contracts (including any purchase agreement, transition services agreement, manufacturing agreement, intellectual property license agreement, lease agreement, employment agreement or other ancillary agreement) relating to such potential divestiture and (D) obtain as promptly as reasonably practicable all consents, registrations, approvals, permits and authorizations necessary or advisable from any contractual counterparty or any governmental entity in order to complete such potential divestiture, in each case, subject to the terms of the Merger Agreement described in this “—Cooperation; Regulatory Approvals and Efforts to Close the Merger” section of this proxy statement/prospectus. Spirit will keep Boeing apprised of the status of any such potential divestiture and, subject to the terms set forth in the Merger Agreement governing information and access rights and requirements, will provide, as promptly as reasonably practicable, Boeing with information and access to data and personnel reasonably necessary to permit Boeing to (i) expeditiously market the assets or businesses that are the subject of such potential divestiture, (ii) prepare, negotiate and finalize documentation effecting such potential divestiture, and (iii) conduct and complete discussions with contractual counterparties and governmental entities related to such potential divestiture (provided that Spirit will have the authority to designate information as “Outside Counsel Only” or “Clean Team Only” in its reasonable discretion based on the reasonable advice of outside antitrust counsel, and such materials and information will be given only to the outside legal counsel or clean team, as the case may be, of the potential acquirer). In furtherance of and without limiting the foregoing, Spirit and its subsidiaries will comply with their respective obligations under the Airbus Term Sheet and any definitive agreements with respect to the transactions contemplated by the Airbus Term Sheet entered into with the prior written consent of Boeing pursuant to the Merger Agreement, and will not amend, terminate or waive any rights under the Airbus Term Sheet or any definitive agreements with respect to the transactions contemplated by the Airbus Term Sheet entered into with the prior written consent of Boeing pursuant to the Merger Agreement, in each case, without the prior written consent of Boeing, and will use reasonable best efforts to enter into definitive agreements providing for the transactions contemplated by the Airbus Term Sheet on the terms set forth therein as promptly as reasonably practicable, and Boeing will reasonably cooperate with Spirit in connection therewith.

Notwithstanding the foregoing or any provisions of the Merger Agreement described in the first three paragraphs in “—Conduct of Business Pending the Merger” to the contrary, for a period of 120 days following the date of the Merger Agreement, Spirit will have the right to solicit, direct and control discussions and negotiations with potential acquirers mutually agreed by the parties related to the transactions contemplated by the Airbus Term Sheet and the divestiture of the other Divestiture Assets; provided that Spirit (1) will keep Boeing reasonably apprised of the status of such discussions or negotiations as promptly as reasonably practicable, (2) will not provide any non-public information about Spirit or any of its subsidiaries to any such potential acquirer unless such potential acquirer executes a confidentiality agreement with Spirit, (3) will as promptly as reasonably practicable inform Boeing and, if in writing, furnish Boeing with copies of (or, in the case of oral communications, advise Boeing of), any substantive communication from or with any such potential acquirer, and, to the extent reasonably practicable, consult with, and consider in good faith the views of, Boeing on any written materials delivered or submitted to, or received from any such potential acquirer, (4) will not enter into

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a definitive agreement with any person providing for or otherwise effecting any such disposition without the prior consent of Boeing, including with respect to the final form of all agreements, schedules, exhibits, annexes, certificates and other documents or instruments proposed to be executed and delivered in connection therewith (provided that, during that 120-day period, Boeing will not unreasonably withhold, condition or delay its consent in respect of any definitive agreements with respect to the divestiture of certain agreed-upon Divestiture Assets and will act in good faith in granting or withholding its consent in respect of any definitive agreements with respect to certain other Divestiture Assets or with respect to the transactions contemplated by the Airbus Term Sheet) and (5) will, during such period, at the direction of Boeing, market the sale of such businesses, assets, properties, product lines, programs, projects and equity or other business interests to any additional third party potential acquirer identified by Boeing. If Spirit or its applicable subsidiaries have not, with respect to any portion of the Divestiture Assets, entered into a definitive agreement providing for a disposition of such Divestiture Assets within 120 days following the date of the Merger Agreement (or if any such definitive agreement is terminated after the end of the 120-day period), Boeing will at all times thereafter have the option (elected in its sole discretion) to itself solicit, direct and control any or all discussions and negotiations with any third party(ies) relating to the disposition of any such assets; provided that Boeing will keep Spirit reasonably apprised of the status of such discussions or negotiations. Each party will promptly provide or cause to be provided to the other party information and documents reasonably requested by the other party in connection with the disposition of the Divestiture Assets and the transactions contemplated by the Airbus Term Sheet.

The Merger Agreement provides that Spirit and its subsidiaries are permitted to comply with the terms and conditions expressly set forth in the Airbus Term Sheet and any definitive agreements with respect to the transactions contemplated by the Airbus Term Sheet entered into with the prior written consent of Boeing pursuant to the Merger Agreement and that, if all of the conditions to the Closing (other than the Divestiture Condition and those conditions that by their nature are to be satisfied at the Closing) have been satisfied or waived, Boeing will (A) comply with its and its subsidiaries’ obligations expressly set forth in the Airbus Term Sheet and any definitive agreements with respect to the transactions contemplated by the Airbus Term Sheet entered into with the prior written consent of Boeing pursuant to the Merger Agreement and (B) implement and effect, for the benefit of Spirit and its subsidiaries, payments to Spirit and its subsidiaries to satisfy any cash shortfall to enable Spirit and its subsidiaries to effect the closing of the transactions contemplated by the Airbus Term Sheet.

The Merger Agreement provides that Spirit will not, under any circumstance, be required to pay or commit to pay any amount or incur any obligation in favor of or offer or grant any accommodation (financial or otherwise, regardless of any provision to the contrary in the underlying contract) to any person to obtain any consents or approvals (or to avoid any termination, step-in or other rights of the contractual counterparty adverse to Spirit, in each case, that would be triggered by the entry into the Merger Agreement or the completion of the Merger Agreement Transactions) required from any contractual counterparty in connection with the entry into the Merger Agreement or the completion of the Merger Agreement Transactions, including in connection with the actions discussed in this “—Cooperation; Regulatory Approvals and Efforts to Close the Merger” section, in each case, that is not conditioned upon the completion of the Merger Agreement Transactions.

Indemnification; Directors’ and Officers’ Insurance

The Merger Agreement provides that all rights to indemnification, being held harmless and exculpation and limitation from liabilities, including advancement of expenses, for facts, events, matters, acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the Merger Agreement and the Merger Agreement Transactions), existing in favor of any current or former director or officer of Spirit (each, a “D&O Indemnified Party”), as provided in the organizational documents of

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Spirit (collectively, the “Spirit Organizational Documents”) as in effect on the date of the Merger Agreement, will survive the Merger and will continue in full force and effect in accordance with their terms. Boeing will, and will cause the Surviving Corporation to, comply with, perform and honor all such obligations to the fullest extent permitted under applicable law and to the fullest extent required by the Spirit Organizational Documents.

The Merger Agreement provides that for a period of six years from the Effective Time, Boeing will, and will cause the Surviving Corporation to, (i) maintain in effect in the Surviving Corporation’s certificate of incorporation and bylaws the exculpation and limitation from liabilities, being held harmless, indemnification and advancement of expenses provisions equivalent in all respects to the provisions of the Spirit Organizational Documents as in effect immediately prior to or at the Effective Time with respect to facts, events, matters, acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the Merger Agreement, the Merger Agreement Transactions and the Divestiture Transactions) and (ii) not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights under such provisions of any D&O Indemnified Party. The Merger Agreement provides that, without limiting the foregoing, Boeing will, and will cause the Surviving Corporation and its subsidiaries as of the Effective Time to, comply with, perform and honor the obligations of Spirit and its subsidiaries under any indemnification contracts between any D&O Indemnified Party, on the one hand, and Spirit or any of its subsidiaries, on the other hand, in effect prior to the date of the Merger Agreement (to the extent the form of, or copies of, such contracts were made available to Boeing or its outside legal counsel prior to the date of the Merger Agreement), and Boeing will not (and will cause the Surviving Corporation and its subsidiaries as of the Effective Time not to) amend, repeal or otherwise modify any such contracts in any manner that would adversely affect in any respect the rights of any such D&O Indemnified Party under such contracts. Boeing’s obligations to comply with, perform and honor any obligations under the provisions of the Merger Agreement described in this paragraph and the immediately preceding paragraph will be independent obligations of Boeing that will be effective only to the extent that Spirit would be permitted to comply with, perform and honor such obligations under applicable law.

The Merger Agreement provides that, prior to the Effective Time, (i) Spirit will, or, if Spirit is unable to, Boeing will cause the Surviving Corporation as of the Effective Time to, purchase from Spirit’s directors’ and officers’ liability insurance carrier as of the date of the Merger Agreement or from one or more insurance carriers with the same or better credit rating as such carrier, a six-year prepaid “tail” policy, with terms, conditions, retentions and limits of liability that are no less favorable to the insureds than the coverage provided under Spirit’s existing policies of directors’ and officers’ liability insurance and fiduciary liability insurance with respect to facts, events, matters, acts or omissions arising at or before the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the Merger Agreement and the Merger Agreement Transactions), and (ii) Boeing will cause such policy to be maintained in full force and effect, for its full term, and cause all obligations under such policy to be honored by the Surviving Corporation; provided that Spirit will not pay, and the Surviving Corporation will not be required to pay, in excess of 300% of the last annual premium paid by Spirit in respect of such “tail” policy. If Spirit or the Surviving Corporation for any reason fails to obtain such “tail” insurance policies prior to or as of the Effective Time, Boeing will, for a period of six years from the Effective Time, cause the Surviving Corporation to maintain in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Spirit as of the date of the Merger Agreement with Spirit’s directors’ and officers’ liability and fiduciary liability insurance carriers as of the date of the Merger Agreement or one or more insurance carriers with the same or better credit rating as the applicable carrier with respect to matters arising prior to or at the Effective Time; provided that, after the Effective Time, Boeing will not be required to pay annual premiums in excess of 300% of the last annual premium paid by Spirit

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in respect of the coverage required to be obtained under the Merger Agreement, but, in such case, will purchase as much coverage as practicable for such amount.

All rights to indemnification, being held harmless and exculpation and limitation from liabilities, including advancement of expenses, contemplated by the Merger Agreement in respect of any proceeding or claim pending as of or asserted on or prior to the sixth anniversary of the Effective Time in respect of facts, events, matters, acts or omissions occurring at or before the Effective Time will continue until the final disposition of such proceeding or resolution of such claim so long as such D&O Indemnified Party provides written notice of such proceeding or claim to the Surviving Corporation on or prior to the sixth anniversary of the Effective Time.

In the event that Boeing or the Surviving Corporation (or any of their respective successors or assigns) (i) consolidates with or merges into any other person and is not the continuing or surviving person of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, proper provision will be made so that the successors and assigns of Boeing or the Surviving Corporation (as the case may be) will assume all of the obligations thereof described in this “—Indemnification; Directors’ and Officers’ Insurance” section.

Employee Matters

The Merger Agreement provides that each employee of Spirit and its subsidiaries at the Effective Time who continues to remain employed with Spirit or its subsidiaries after the Effective Time (each, a “Continuing Employee”) will, during the period commencing at the Effective Time and ending on the 12-month anniversary of the Effective Time, be provided with (i) a base salary or base wage that is no less favorable than the base salary or base wage provided by Spirit and its subsidiaries to each such Continuing Employee immediately prior to the Effective Time, (ii) the same work location (or a work location no more than 50 miles from the work location as of the Effective Time), (iii) total short-term target incentive compensation opportunities that are substantially comparable in the aggregate to those provided to each such Continuing Employee immediately prior to the Effective Time (excluding any incentives in the form of equity or equity-based compensation) and (iv) retirement and health and welfare benefits to each Continuing Employee that are substantially comparable in the aggregate to those provided to such Continuing Employee immediately prior to the Effective Time; provided, however, that the foregoing requirements will not apply to Continuing Employees who are covered by a collective bargaining agreement or as otherwise required by applicable law.

The Merger Agreement further provides that, to the extent a Continuing Employee becomes eligible for a Boeing benefit plan, Boeing will, or will cause the Surviving Corporation, subject to applicable law and the terms of the applicable plan or arrangement, to, (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any Boeing benefit plans providing health and welfare benefits to be waived with respect to the Continuing Employees and their eligible dependents, (ii) give each Continuing Employee credit for the plan year in which such Continuing Employee first becomes eligible to participate in such Boeing benefit plans towards applicable deductibles and annual out-of-pocket limits for medical expenses incurred by the Continuing Employee and his or her eligible dependents during such plan year for which payment has been made and (iii) give each Continuing Employee full service credit for such Continuing Employee’s employment with Spirit and its subsidiaries and their respective predecessors for purposes of vesting, benefit accrual and eligibility to participate under each applicable Boeing benefit plan (to the extent a Boeing benefit plan is not already closed to new participants), as if such service had been performed with Boeing, except for benefit accruals under defined benefit pension plans, for purposes of qualifying for subsidized early retirement benefits or to the extent it would result in a duplication of benefits for the same period of service.

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Under the Merger Agreement, in the event that the Closing occurs on or prior to the end of the applicable performance period for annual incentives in respect of the calendar year in which the Closing occurs, or prior to the payment of such annual incentives, each Continuing Employee that is a participant in a Spirit annual cash incentive plan will be eligible to receive a cash bonus for such period (the “Annual Bonus”) that will be determined as follows: (i) if the Closing takes place during the first quarter of such calendar year, then the Annual Bonus will be in an amount equal to the bonus that such Continuing Employee would have earned based upon actual performance as determined by Boeing, based on attainment of the actual level of the applicable performance criteria for the performance period; (ii) if the Closing takes place during the second or third quarter of such calendar year, then the Annual Bonus will be in an amount equal to the sum of (A) the Annual Bonus that such Continuing Employee would have earned based upon actual performance (with determinations of actual performance made by the compensation committee of the Spirit Board, in consultation with Boeing) and pro-rated based on the number of days in the applicable portion of the performance period that have elapsed as of the Effective Time and (B) the Annual Bonus that such Continuing Employee would have earned based upon actual performance as determined by Boeing, based on attainment of the actual level of the applicable performance criteria for the performance period and pro-rated for the period following the Effective Time through the remainder of the applicable performance period; and (iii) if the Closing takes place during the fourth quarter of such calendar year or after the end of such calendar year but prior to the payment of the Annual Bonus, then the Annual Bonus will be in an amount equal to the bonus that such Continuing Employee would have earned based upon actual performance (with determinations of actual performance made by the compensation committee of the Spirit Board, in consultation with Boeing). Unless more favorable treatment is otherwise provided pursuant to a Spirit benefit plan, if a Continuing Employee incurs a qualifying termination (as described and discussed in “The Merger—Interests of Certain Spirit Directors and Executive Officers in the Merger”) prior to the payment date of the Annual Bonus, Boeing will, or will cause the Surviving Corporation or their respective subsidiaries to, pay such Continuing Employee the portion of the Annual Bonus determined by the compensation committee of the Spirit Board, if any, prorated to reflect the number of days the Continuing Employee was employed during the applicable performance period at the same time or times that the Annual Bonus is payable to other similarly situated employees. Payment of any portion of the Annual Bonus will be made only to the extent it would not result in a duplication of payments of a Continuing Employee’s Annual Bonus under any Spirit benefit plan.

The Merger Agreement provides that Boeing has acknowledged that the completion of the Merger will be a “change in control” for purposes of the Spirit benefit plans, as applicable, and will cause the Surviving Corporation to honor all employee benefit obligations to current and former employees under the Spirit benefit plans in accordance with their terms.

Under the Merger Agreement, Spirit has agreed that, if requested by Boeing in writing at least 10 business days preceding the Effective Time, to the extent permitted by applicable law and the terms of the applicable plan or arrangement, Spirit will cause the Spirit AeroSystems Holdings, Inc. Retirement & Savings Plan (the “Spirit 401(k) Plan”) to be terminated effective immediately prior to the Effective Time and contingent upon the occurrence of the Merger. The Merger Agreement provides that, in the event that Boeing requests that the Spirit 401(k) Plan be terminated, (i) Spirit will provide Boeing with evidence that the Spirit 401(k) Plan has been terminated no later than two days immediately preceding the Effective Time and (ii) Boeing will establish or designate one or more 401(k) plans (the “Boeing 401(k) Plans”) in which the Continuing Employees will be eligible to participate as of the Effective Time. The Merger Agreement provides that Spirit will take any and all actions as may be required, including amendments to the Spirit 401(k) Plan, to permit the Continuing Employees who participated in the Spirit 401(k) Plan as of the date such plan is terminated and who elect such direct rollover in accordance with the terms of the Spirit 401(k) Plan and the Code to make rollover contributions to a Boeing 401(k) Plan of “eligible rollover distributions” (within the meaning of

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Section 401(a)(31) of the Code, including, subject to the provision described in the next sentence, the in-kind rollover of promissory notes evidencing all outstanding loans) in an amount equal to the full account balance distributed to such employee from the Spirit 401(k) Plan. The Merger Agreement provides that Spirit and Boeing will cooperate in good faith to work with the Spirit 401(k) Plan and Boeing 401(k) Plan recordkeepers to develop a process and procedure for effecting the in-kind direct rollover of promissory notes evidencing participant loans from the Spirit 401(k) Plan to the Boeing 401(k) Plan, and the obligation of the Spirit 401(k) Plan to permit the direct rollover of loan promissory notes is conditioned on the development of a loan rollover process and procedure that is acceptable to the respective recordkeepers.

Under the Merger Agreement, prior to (i) making any broad based written or oral communications (except where such oral communications are immaterial or substantially similar to previously reviewed written communications) to the directors, officers or employees of Spirit or any of its subsidiaries pertaining to compensation or benefit matters that are directly related to the Merger Agreement Transactions or the Divestiture Transactions or (ii) formally or informally commencing any information or consultation exercise with any employee representative body, labor organization, labor union, works council or similar organization representing employees of Spirit that is directly related to the Merger Agreement Transactions or the Divestiture Transactions, Spirit will use its reasonable best efforts to provide Boeing with an advance copy of the intended communication, Boeing will have a reasonable period of time to review and comment on the communication, and Spirit will consider any such comments in good faith.

Certain Other Covenants

The Merger Agreement contains additional covenants, including, among others covenants:

•

relating to the preparation and filing of a proxy statement/prospectus in connection with the meeting of Spirit Stockholders to be held to consider the adoption of the Merger Agreement (the “Spirit Stockholders Meeting”) and the preparation and filing of a registration statement on Form S-4 pursuant to which shares of Boeing Common Stock issuable in connection with the Merger Agreement Transactions will be registered with the SEC;

•

requiring Spirit to take, in accordance with applicable law and its organizational documents, all action necessary to establish a record date for, duly call, give notice of, convene and hold the Spirit Stockholders Meeting as promptly as reasonably practicable after the SEC’s clearance of such registration statement, except to the extent the Spirit Board effects a Change of Recommendation in accordance with the terms of the Merger Agreement, and requiring that Spirit schedule the Spirit Stockholders Meeting to be held within 25 business days of the initial mailing of such proxy statement/prospectus to Spirit Stockholders unless Spirit’s proxy solicitor recommends, and Boeing consents to, a later date;

•

prohibiting Spirit from postponing or adjourning the Spirit Stockholders Meeting without Boeing’s prior written consent (not to be unreasonably withheld, conditioned or delayed); provided that Spirit may, without Boeing’s prior consent but after giving written notice to Boeing, postpone or adjourn the Spirit Stockholders Meeting by no more than 15 business days beyond the originally scheduled date (a) to the extent the Spirit Board determines in good faith, after consultation with its outside legal counsel, that such action is (x) required by applicable law or (y) reasonably necessary to ensure that any required supplement or amendment to such proxy statement/prospectus is disseminated to Spirit Stockholders for the amount of time required by applicable law in advance of the Spirit Stockholders Meeting, (b) to the extent Spirit has not received proxies representing a sufficient number of shares of Spirit Common Stock to obtain the adoption of the Merger Agreement by Spirit Stockholders, whether or not a quorum is present, or (c) to the extent reasonably necessary to obtain a

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quorum to conduct the business of the Spirit Stockholders Meeting or to obtain the adoption of the Merger Agreement by Spirit Stockholders;

•

requiring Spirit to include the Spirit Board’s recommendation that Spirit Stockholders adopt the Merger Agreement in such proxy statement/prospectus (unless the Spirit Board effects a Change of Recommendation in accordance with the terms of the Merger Agreement, and requiring Spirit to use reasonable best efforts to solicit Spirit Stockholders to obtain the adoption of the Merger Agreement by Spirit Stockholders, including soliciting proxies therefor;

•

requiring Boeing, as Merger Sub’s sole stockholder, to execute and deliver a written consent approving the Merger Agreement immediately following the execution of the Merger Agreement (which was completed on June 30, 2024);

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requiring Spirit and Boeing to keep each other reasonably apprised of the status of matters relating to the completion of the Merger Agreement Transactions and the Divestiture Transactions;

•

requiring Spirit to provide Boeing with reasonable access to the employees, officers, agents, facilities, books and records of Spirit and its subsidiaries and all other information and documents concerning or regarding its businesses, properties and assets and personnel as may reasonably be requested by Boeing, subject to limitations set forth in the Merger Agreement;

•

relating to public announcements and other communications with respect to the Merger, the Merger Agreement Transactions and the Divestiture Transactions;

•

requiring Spirit to use reasonable best efforts to assist and cooperate with Boeing (upon Boeing’s request) in connection with Boeing’s payoff, termination and discharge of Spirit’s outstanding indebtedness, in accordance with the terms of the Merger Agreement;

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requiring Spirit and Boeing to take such actions within their control as are reasonably necessary, advisable and permitted under applicable law to eliminate or minimize the effects of any anti-takeover statutes or regulations that become applicable to the Merger Agreement Transactions;

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relating to matters under Section 16 of the Exchange Act;

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relating to notice, consultation and coordination between Boeing and Spirit regarding Transaction Litigation;

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requiring Spirit to use reasonable best efforts to take all reasonably necessary or advisable actions under applicable law to enable the delisting of the Spirit Common Stock from the NYSE as of or as promptly as practicable after the Effective Time and to facilitate the commencement of the deregistration of the Spirit Common Stock under the Exchange Act as promptly as practicable after the Effective Time;

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relating to the resignation of members of the Spirit Board upon written request by Boeing at least 10 business days prior to the Closing Date; and

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requiring Boeing to use its reasonable best efforts to cause the Merger Consideration Shares to be listed on the NYSE, subject to official notice of issuance.

Conditions to the Closing of the Merger

Mutual Conditions

The respective obligations of each of Spirit, Boeing and Merger Sub to effect the Closing are subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:

•

the Spirit Stockholder Approval having been obtained;

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•

the applicable statutory waiting period (and any extension thereof) under the HSR Act and, if applicable, any contractual waiting periods under any timing agreements with a governmental entity applicable to the completion of the Merger Agreement Transactions having expired or been earlier terminated and the Regulatory Approvals (as described in the section entitled “The Merger—Regulatory Approvals” beginning on page 113 of this proxy statement/prospectus) having been obtained (the “Regulatory Approvals Condition”);

•

no governmental entity having enacted, issued, promulgated, enforced or entered any order or law that continues to be in effect and prohibits the completion of the Merger (the “No Legal Prohibition Condition”);

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the registration statement of which this proxy statement/prospectus forms a part having been declared effective, and no stop order suspending the effectiveness thereof being in effect, and no proceedings for such purpose being pending before or threatened by the SEC; and

•

the Merger Consideration Shares having been approved for listing on the NYSE, subject to official notice of issuance.

Conditions to Boeing’s and Merger Sub’s Obligations to Effect the Closing

The obligations of Boeing and Merger Sub to effect the Closing are subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:

•

the accuracy of Spirit’s representations and warranties contained in the Merger Agreement, as of the date or dates set forth in the Merger Agreement, subject, in certain instances, to certain materiality qualifiers (and the receipt by Boeing of a certificate signed on behalf of Spirit by a duly authorized officer of Spirit to such effect);

•

the performance by Spirit in all material respects of all obligations required to be performed by it under the Merger Agreement at or prior to the Closing (and the receipt by Boeing of a certificate signed on behalf of Spirit by a duly authorized officer of Spirit to such effect);

•

no Material Adverse Effect or any event that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect having occurred since the date of the Merger Agreement, subject to certain exceptions (and the receipt by Boeing of a certificate signed on behalf of Spirit by a duly authorized officer of Spirit to such effect);

•

receipt of the Regulatory Approvals (as described in “The Merger—Regulatory Approvals”) having been obtained, in each case without the imposition of a Burdensome Condition; and

•

the Divestiture Condition.

Conditions to Spirit’s Obligations to Effect the Closing

The obligation of Spirit to effect the Closing is subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:

•

the accuracy of Boeing’s and Merger Sub’s representations and warranties contained in the Merger Agreement, as of the date or dates set forth in the Merger Agreement, subject, in certain instances, to certain materiality qualifiers (and the receipt by Spirit of a certificate signed on behalf of Boeing and Merger Sub by a duly authorized officer of Boeing and Merger Sub to such effect);

•

the performance by each of Boeing and Merger Sub in all material respects of all obligations required to be performed by it under the Merger Agreement at or prior to the Closing (and the receipt by Spirit of a certificate signed on behalf of Boeing and Merger Sub by a duly authorized officer of Boeing and Merger Sub to such effect); and

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•

no Boeing Material Adverse Effect or any event that would reasonably be expected to have, individually or in the aggregate, a Boeing Material Adverse Effect having occurred since the date of the Merger Agreement, subject to certain exceptions (and the receipt by Spirit of a certificate signed on behalf of Boeing and Merger Sub by a duly authorized officer of Boeing and Merger Sub to such effect).

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after the Spirit Stockholder Approval is obtained (except as otherwise noted below) as follows:

•

by mutual written consent of Boeing and Spirit;

•

by either Boeing or Spirit if:

•

the Merger has not been completed on or before the Outside Date, which will initially be March 31, 2025; provided that if the Regulatory Approvals Condition or the No Legal Prohibition Condition (to the extent related to the Regulatory Approvals, applicable antitrust laws or foreign investment laws), the condition relating to the lack of a Burdensome Condition or the Divestiture Condition have not been satisfied or waived by the Outside Date then in effect, but all other conditions to the Closing set forth in the Merger Agreement have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing (so long as such conditions are capable of being satisfied if the Closing were to occur on such date)), the Outside Date will be automatically extended by three months and such date, as so extended, will be the “Outside Date”; provided, further, that (x) the Outside Date will not automatically extend more than three times and (y) the Outside Date may be extended to any other date as the parties may otherwise agree in writing and such date, as so extended, will be the “Outside Date”; provided, however, that the right to terminate the Merger Agreement pursuant to the provision described in this bullet point will not be available to any party whose material breach of its covenants or agreements in the Merger Agreement is the cause of the failure to complete the Merger Agreement Transactions by the Outside Date (such failure of the Merger to have been completed on or before the Outside Date, the “Outside Date Termination Event”);

•

the Spirit Stockholder Approval has not been obtained at the Spirit Stockholders Meeting (or any postponement or adjournment thereof, taken in accordance with the Merger Agreement), at which the Merger Agreement Proposal has been voted upon (such event, the “Failed Vote Termination Event”); or

•

any governmental entity has enacted, issued, promulgated, enforced or entered any order or law that is in effect and prohibits the completion of the Merger, and such order or law has become final and non-appealable (such event, the “Legal Prohibition Termination Event”).

•

by Spirit if:

•

Boeing or Merger Sub breaches or fails to perform any of its representations, warranties or covenants set forth in the Merger Agreement, in each case such that the conditions described in the first two bullet points under “—Conditions to the Closing of the Merger—Conditions to Spirit’s Obligations to Effect the Closing” would not be satisfied, and such breach or failure is not curable by or prior to the Outside Date, or, if curable by or prior to the Outside Date, has not been cured within 30 days following Spirit’s delivery of written notice to Boeing and Merger Sub describing such breach or failure in reasonable detail; provided that the right to terminate the Merger Agreement pursuant to

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the provision described in this bullet point will not be available to Spirit if Spirit is then in breach of any of its covenants or agreements set forth in the Merger Agreement such that the condition described in the second bullet point under “—Conditions to the Closing of the Merger—Conditions to Boeing’s and Merger Sub’s Obligations to Effect the Closing” would not be satisfied; or

•

at any time prior to the time the Spirit Stockholder Approval is obtained, (a) the Spirit Board has authorized Spirit to enter into, and Spirit substantially concurrently enters into, a definitive agreement with respect to a Superior Proposal, (b) prior to or substantially concurrently with such termination, Spirit pays or causes to be paid to Boeing the Spirit Termination Fee (as defined in “—Termination Fees” below) and (c) Spirit has with respect to such Superior Proposal complied in all material respects with certain requirements relating to the exceptions to the prohibition on soliciting Acquisition Proposals, the notice requirements for Acquisition Proposals, and the requirements regarding a Change of Recommendation with respect to a Superior Proposal, each as described in “—No Solicitation of Acquisition Proposals; Change of Recommendation” (such event, the “Superior Proposal Termination Event”);

•

by Boeing if:

•

Spirit breaches or fails to perform any of its representations, warranties or covenants set forth in the Merger Agreement, in either case such that the conditions described in the first two bullet points under “—Conditions to the Closing of the Merger—Conditions to Boeing’s and Merger Sub’s Obligations to Effect the Closing” would not be satisfied, and such breach or failure is not curable by or prior to the Outside Date, or, if curable by or prior to the Outside Date, has not been cured within 30 days following Boeing’s delivery of written notice to Spirit describing such breach or failure in reasonable detail; provided that the right to terminate the Merger Agreement pursuant to the provision described in this bullet point will not be available to Boeing if either Boeing or Merger Sub is then in breach of any of its covenants or agreements set forth in the Merger Agreement such that the condition described in the second bullet point under “—Conditions to the Closing of the Merger—Conditions to Spirit’s Obligations to Effect the Closing” would not be satisfied (such event, the “Spirit Breach Termination Event”); or

•

at any time prior to the time the Spirit Stockholder Approval is obtained, if (a) the Spirit Board has effected, and not withdrawn, a Change of Recommendation, (b) Spirit has failed to include the Spirit Board’s recommendation that Spirit Stockholders adopt the Merger Agreement in the proxy statement/prospectus for the Spirit Stockholders Meeting or (c) Spirit has committed a material breach of its obligations relating to effecting a Change of Recommendation or entering into an agreement with respect to an Acquisition Proposal as described in “— No Solicitation of Acquisition Proposals; Change of Recommendation—No Change of Recommendation or Alternative Acquisition Agreement” (such event, the “Spirit Change of Recommendation Termination Event”).

Except to the extent described under “—Termination Fees” below, in the event of the termination of the Merger Agreement pursuant to any of the provisions described in the immediately preceding paragraph, the Merger Agreement will become void and of no effect with no liability to any person on the part of any party, such party’s affiliates or its or their respective representatives; provided, however, that no such termination will relieve any party of any liability or damages resulting from fraud or willful breach of any covenant or obligation contained in the Merger Agreement prior to such termination.

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Termination Fees

Pursuant to the Merger Agreement, Spirit will be required to pay Boeing the Spirit Termination Fee if the Merger Agreement is terminated in any of the following circumstances:

•

(a) after the date of the Merger Agreement, but prior to the Spirit Stockholders Meeting, an Acquisition Proposal (replacing the references to 20% in the definition of “Acquisition Proposal” with a reference to 50%) (a “Qualifying Transaction”) has been publicly announced and not withdrawn, (b) the Merger Agreement is subsequently terminated by either Spirit or Boeing pursuant to the Outside Date Termination Event, the Failed Vote Termination Event or the Spirit Breach Termination Event, at a time when such Qualifying Transaction has not been withdrawn and (c) within 12 months after any such termination, Spirit completes any Qualifying Transaction or enters into any Alternative Acquisition Agreement providing for a Qualifying Transaction that is ultimately completed;

•

the Merger Agreement is terminated by Boeing pursuant to the Spirit Change of Recommendation Termination Event; or

•

the Merger Agreement is terminated by Spirit pursuant to the Superior Proposal Termination Event.

Pursuant to the Merger Agreement, Boeing will be required to pay Spirit a termination fee of $300 million (the “Boeing Termination Fee”), reduced (but not to less than zero) by the aggregate then-outstanding amount of cash advances to be repaid by Spirit and its subsidiaries to Boeing, whether or not then due and payable, pursuant to the applicable agreements governing cash advances by Boeing to Spirit and its subsidiaries, if the Merger Agreement is terminated by either Spirit or Boeing in either of the following circumstances, in each case, so long as a material breach by Spirit of its obligations under the Merger Agreement, as set forth above in “—Cooperation; Regulatory Approvals and Efforts to Close the Merger,” was not the primary cause of the failure of the Merger Agreement Transactions to be completed by the Outside Date or of the entry of such law or order, as applicable:

•

the Merger Agreement is terminated pursuant to the Outside Date Termination Event and at the time of such termination, one or more of (i) the Regulatory Approvals Condition, (ii) the No Legal Prohibition Condition (to the extent related to the Regulatory Approvals or any applicable antitrust laws or foreign investment laws), (iii) the condition relating to the lack of a Burdensome Condition, or (iv) the Divestiture Condition have not been satisfied or waived, but the conditions pertaining to (x) the Spirit Stockholder Approval, (y) the No Legal Prohibition Condition (other than to the extent related to the Regulatory Approvals or any applicable antitrust laws or foreign investment laws), and (z) the conditions to Boeing’s and Merger Sub’s obligations to effect the Closing (as described above in “—Conditions to the Closing of the Merger—Conditions to Boeing’s and Merger Sub’s Obligations to Effect the Closing”) (other than the condition relating to the lack of a Burdensome Condition or the Divestiture Condition) have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing (so long as such conditions are capable of being satisfied if the Closing were to occur on such date)); or

•

the Merger Agreement is terminated pursuant to the Legal Prohibition Termination Event (to the extent related to the Regulatory Approvals or any applicable antitrust laws or foreign investment laws).

The Merger Agreement provides that in no event will Spirit be required to pay, or cause to be paid, the Spirit Termination Fee on more than one occasion or Boeing be required to pay, or cause to be paid, the Boeing Termination Fee on more than one occasion. If either party fails to promptly pay, or cause to be paid, to the other party the applicable termination fee as required under the Merger Agreement, and, in order to obtain such termination fee, a party commences a proceeding that results in a judgment in its

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favor, such party is also entitled to recover reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) incurred in connection with such proceeding, together with interest on the applicable termination fee. The Merger Agreement provides that, in the event that either termination fee becomes payable and is paid, or caused to be paid, a party’s receipt in full of such termination fee will be the sole and exclusive remedy of the party receiving the termination fee pursuant to the Merger Agreement; provided, however, that any such payment of a termination fee will not relieve either party of any obligations for liabilities or damages resulting from fraud or a willful breach prior to termination of the Merger Agreement as provided in the Merger Agreement.

Specific Performance

Under the Merger Agreement, the parties have agreed that if the provisions of the Merger Agreement are not performed in accordance with their terms or are otherwise breached (including any of the parties failing to take such actions as are required under the Merger Agreement to complete the Merger Agreement Transactions), significant and irreparable harm would be caused for which money damages would not be an adequate remedy and, accordingly, that each of the parties, including Spirit, on behalf of itself and Spirit Stockholders, and Boeing, on behalf of itself and Merger Sub, will be entitled to an injunction or injunctions, specific performance or other equitable relief to prevent breaches of the Merger Agreement and to specifically enforce the terms and provisions of the Merger Agreement, without proof of actual harm or otherwise, in addition to any other remedy to which any party is entitled at law or in equity. The Merger Agreement provides that each party has agreed that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity and that any party seeking an injunction or injunctions to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement will not be required to provide any bond or other security in connection with any such order or injunction. Under the Merger Agreement, the parties have further agreed not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy.

Amendments or Other Modification; Waiver

Subject to applicable law and subject to restrictions on terminating or modifying the provisions of the Merger Agreement described in “—Indemnification; Directors’ and Officers’ Insurance” above, the Merger Agreement may be amended or otherwise modified at any time prior to the Effective Time by a written instrument executed and delivered by the parties, except that, if such amendment or waiver is proposed after the Spirit Stockholder Approval is obtained, no such amendment or waiver of the Merger Agreement will be made or given that requires further approval of Spirit Stockholders under the DGCL unless such required further approval is obtained.

The conditions to each of the respective parties’ obligations to complete the Merger Agreement Transactions are for the sole benefit of such party and may be waived in writing by such party in whole or in part to the extent permitted by applicable law.

Expenses

Whether or not the Merger is completed, all costs, fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby will be paid by the party incurring such cost, fee or expense, except as otherwise expressly set forth in the Merger Agreement.

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Third-Party Beneficiaries

The Merger Agreement provides that the parties’ respective representations, warranties and covenants set forth in the Merger Agreement are solely for the benefit of the other parties, and the Merger Agreement is not intended to, and does not, confer upon any person other than the parties any rights or remedies, express or implied, including the right to rely upon the representations and warranties set forth in the Merger Agreement and that, notwithstanding the foregoing, (i) from and after the Effective Time, the D&O Indemnified Parties and their respective heirs, executors, beneficiaries or representatives will be express third party beneficiaries of the provisions of the Merger Agreement described above in “—Indemnification; Directors’ and Officers’ Insurance,” (ii) from and after the Effective Time, each holder of Eligible Shares and its heirs, executors, beneficiaries or representatives and each holder of Spirit RSUs, Spirit PSUs or restricted shares of Spirit Common Stock and its heirs, executors, beneficiaries or representatives, will be express third-party beneficiaries of and with respect to their respective rights to receive the consideration payable pursuant to the Merger Agreement and (iii) Spirit, on behalf of itself and holders of shares of Spirit Common Stock (each of which are express third party beneficiaries of the Merger Agreement to the extent required for such proviso to be enforceable), will have the right to pursue specific performance as set forth in the provisions of the Merger Agreement described above in “—Specific Performance” or, if specific performance is not sought or granted as a remedy, damages in accordance with the Merger Agreement in the event of Boeing’s or Merger Sub’s fraud or willful breach of the Merger Agreement (which damages payable by or on behalf of Boeing or Merger Sub will not necessarily be limited to reimbursement of expenses or out-of-pocket costs and may include the benefits of the Merger Agreement Transactions lost by Spirit and Spirit Stockholders, taking into consideration all relevant matters, which will be deemed, in such event, to be damages of Spirit and Spirit Stockholders), it being agreed that, in no event, will any such holder be entitled to enforce any of their rights, or any of Boeing’s or Merger Sub’s obligations, under the Merger Agreement in the event of any such fraud or willful breach, but, rather, Spirit will have the sole and exclusive right to do so, as agent for and on behalf of such holders. The Merger Agreement provides that each of Boeing and Merger Sub agrees that (A) it and its affiliates will not contest the validity of the appointment of Spirit as agent for holders of shares of Spirit Common Stock for purposes of the foregoing or the fact that any damages in respect of losses of the aggregate Per Share Merger Consideration or other losses of the benefits of the Merger Agreement Transactions will, to the extent proven, be deemed to be damages of Spirit recoverable on behalf of itself and the holders of shares of Spirit Common Stock and (B) Spirit will have the right, on behalf of itself and for holders of shares of Spirit Common Stock, to pursue such damages against Boeing or Merger Sub in the event of any fraud or willful breach of the Merger Agreement by Boeing or Merger Sub; provided that the foregoing will not limit the requirement of Spirit to prove the amount of damages suffered by Spirit or the holders of shares of Spirit Common Stock in connection with such fraud or willful breach of the Merger Agreement by Boeing or Merger Sub.

Governing Law; Jurisdiction; Waiver of Trial by Jury

The Merger Agreement provides that it will be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflicts of law provisions of such state.

The Merger Agreement provides that each party to the Merger Agreement agrees that it will bring any proceeding arising out of or relating to the Merger Agreement or the Merger Agreement Transactions exclusively in the Court of Chancery of the State of Delaware, or if such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division); provided that if subject matter jurisdiction over the matter that is the subject of the applicable proceeding is vested exclusively in the U.S. federal courts, such proceeding or subpoenas will be heard in any federal court in the State of Delaware and any appellate court thereof.

The Merger Agreement provides that each party to the Merger Agreement irrevocably waives any and all right to trial by jury in any proceeding arising out of or relating to the Merger Agreement or the Merger Agreement Transactions.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Directors and Executive Officers

The following table sets forth the beneficial ownership of Boeing Common Stock as of November 14, 2024 of each director and Named Executive Officer (“NEO”), and all directors and executive officers as a group. The table also sets forth stock units held by such persons pursuant to our compensation and benefit plans. Each director and NEO, and all directors and executive officers as a group, owned less than 1% of the outstanding Boeing stock as of November 14, 2024.


Directors	Shares Beneficially Owned		Stock Units⁽¹⁾			Total
Robert A. Bradway		—		13,174			13,174
Lynne M. Doughtie		—		4,109			4,109
David L. Gitlin		5		4,741			4,746
Lynn J. Good		483		14,269			14,752
Stayce D. Harris		—		6,128			6,128
Akhil Johri		150		8,616			8,766
David L. Joyce		34		6,672			6,706
Steven M. Mollenkopf		3,767		9,244			13,011
Robert K. Ortberg		—		47,997			47,997
John M. Richardson		—		5,377			5,377
Sabrina Soussan		—		1,747			1,747

Named Executive Officers	Shares Beneficially Owned⁽⁵⁾		Stock Units⁽⁶⁾			Total
David L. Calhoun⁽²⁾		157,740		197,483			355,223
Theodore Colbert III⁽³⁾		58,796		30,879			89,675
Stanley A. Deal⁽⁴⁾		83,636		53,954			137,590
Stephanie F. Pope		14,787		42,545			57,332
Brian J. West		50,078		41,493			91,571
All directors and executive officers as a group (21 people)		165,462		363,210	⁽⁷⁾		528,672

(1)	Consists of stock units credited to the account of the nonemployee director under our Deferred Compensation Plan for Directors.

(2)	Mr. Calhoun ceased to serve as a director and our President and Chief Executive Officer effective August 8, 2024.

(3)	Mr. Colbert ceased to serve as President and Chief Executive Officer, Defense, Space & Security effective September 20, 2024.

(4)	Mr. Deal ceased to serve as President and Chief Executive Officer, Boeing Commercial Airplanes, effective March 25, 2024.

(5)

Includes interests invested in our 401(k) plan’s unitized Boeing stock fund (converted into an equivalent number of shares of Boeing Common Stock based on the value as of November 14, 2024), as well as shares issuable upon the exercise of stock options that are vested as of, or will vest within 60 days of, November 14, 2024 as set forth in the table below.


	Number of Shares
David L. Calhoun		107,195
Theodore Colbert III		24,666
Stanley A. Deal		40,467
Stephanie F. Pope		6,003
Brian J. West		41,544
All directors and executive officers as a group (21 people)		89,517

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(6)	Consists of RSUs, Career Shares and deferred units held in the Executive Supplemental Savings Plan that are notionally invested in our 401(k) plan’s unitized Boeing stock fund (converted into an equivalent number of Boeing shares based on the value as of November 14, 2024), if any, held by the NEO.

(7)

Consists of RSUs, Career Shares and deferred units held in the Executive Supplemental Savings Plan that are notionally invested in our 401(k) plan’s unitized Boeing stock fund (converted into an equivalent number of Boeing shares based on the value as of November 14, 2024) held by all directors and executive officers as a group.

Principal Stockholders

The following table sets forth information as to any person known to us to be the beneficial owner of more than 5% of Boeing Common Stock as of the dates indicated in the footnotes below. Information is based on a review of filings made with the SEC on Schedule 13G. As of November 14, 2024, there were 748,175,985 shares of Boeing Common Stock outstanding and as of October 17, 2024, there were 116,912,390 shares of Spirit Common Stock outstanding.


	Shares Beneficially Owned Before the Merger		Shares Beneficially Owned After the Merger⁽¹⁾
Name and Address	Shares Beneficially Owned	Percent of Stock Outstanding	Shares Beneficially Owned			Percent of Stock Outstanding
The Vanguard Group 100 Vanguard Boulevard Malvern, Pennsylvania 19355	48,501,735⁽²⁾	6.5%		50,783,540	⁽³⁾	6.6%

(1)	Based on an Exchange Ratio of 0.2104, which assumes a Boeing Stock Price of $177.04, the closing price of Boeing Common Stock on December 19, 2024, the day prior to the date of this proxy statement/prospectus.

(2)	As of December 29, 2023, The Vanguard Group had sole dispositive power with respect to 46,231,762 shares of Boeing Common Stock, shared voting power with respect to 653,920 shares of Boeing Common Stock and shared dispositive power with respect to 2,269,973 shares of Boeing Common Stock.

(3)	As of December 29, 2023, The Vanguard Group had sole dispositive power with respect to 10,702,407 shares of Spirit Common Stock, shared voting power with respect to 38,511 shares of Spirit Common Stock and shared dispositive power with respect to 142,446 shares of Spirit Common Stock.

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CERTAIN OTHER MATTERS

Certain Prior Transactions between the Parties

Boeing is the largest customer of Spirit and its consolidated subsidiaries. For the 12 months ended December 31, 2023 and the 12 fiscal months ended June 27, 2024, approximately 64% and 63%, respectively, of Spirit’s consolidated net revenues were generated from sales to Boeing. Boeing has, from time to time, made advance payments to Spirit or subsidiaries of Spirit of amounts due to be paid pursuant to the supply agreements between Boeing and Spirit or subsidiaries of Spirit, including under the April 18, 2024 memorandum of agreement and the November 8, 2024 advance payments agreement, each between Spirit AeroSystems, Inc. and Boeing. Under the terms of the April 18, 2024 memorandum of agreement, as amended from time to time, Boeing has made advance payments to Spirit AeroSystems, Inc. of $465 million, of which $425 million remained outstanding as of November 20, 2024. Additionally, under the terms of the November 8, 2024 advance payments agreement, Boeing has made advance payments to Spirit AeroSystems, Inc. of $100 million, all of which remained outstanding as of November 20, 2024.

Additional information regarding the commercial relationship between Boeing and Spirit appears in Spirit’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 22, 2024 and incorporated by reference into this proxy statement/prospectus as described in the section entitled “Where You Can Find More Information” beginning on page 204 of this proxy statement/prospectus, including in Item 1 of such report under “Our Customers—Boeing” and “Our Relationship with Boeing,” and in Spirit’s subsequent periodic and current reports filed with the SEC. See the section entitled “Where You Can Find More Information” beginning on page 204 of this proxy statement/prospectus.

Certain Labor Matters

The Airbus Term Sheet provides that no binding agreement has been made with respect to the French aspects of the transactions contemplated under the Airbus Term Sheet (the “Airbus French Transactions”). Prior to Spirit and its subsidiaries and Airbus and its affiliates entering into definitive agreements that are applicable to the Airbus French Transactions, Spirit AeroSystems, Inc. and Airbus have agreed to comply with their respective information and consultation obligations with applicable employees and employee representatives. The Airbus Term Sheet also provides that the parties will complete necessary labor consultations and obtain necessary approvals from applicable unions and works councils in various jurisdictions, as may be legally required.

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DESCRIPTION OF BOEING CAPITAL STOCK

As of December 20, 2024, Boeing had two classes of securities, the Boeing Common Stock and the 6.00% Series A Mandatory Convertible Preferred Stock, par value $1.00 per share (the “Mandatory Convertible Preferred Stock”), registered under Section 12 of the Exchange Act.

The following description of Boeing’s capital stock is a summary and is subject to, and is qualified in its entirety by reference to the provisions of the certificate of incorporation of Boeing (the “Boeing Charter”), the bylaws of Boeing (the “Boeing Bylaws”) and the Certificate of Designations of Boeing for the Mandatory Convertible Preferred Stock, effective October 31, 2024 (the “Certificate of Designations”), copies of which are included as Exhibits 3.1, 3.2 and 3.3, respectively, to the registration statement of which this proxy statement/prospectus forms a part.

Description of Capital Stock

The total number of shares of capital stock authorized by the Boeing Charter is 1,220,000,000, consisting of 1,200,000,000 shares of Common Stock and 20,000,000 shares of preferred stock. Holders of Common Stock are entitled to receive such dividends as may be declared by the Boeing Board out of legally available funds, and are entitled to share pro rata in any distributions to stockholders, subject to the preferences of any preferred stock which may be issued and to restrictions contained in agreements to which we are a party. No preemptive, conversion or redemption rights or sinking funds provisions are applicable to the Common Stock. All outstanding shares of Common Stock are fully paid and non-assessable. All holders of the Common Stock are entitled to one vote per share on all matters to be voted on by Boeing Stockholders, including the election of directors. Stockholders do not have cumulative voting rights in election of directors. The affirmative vote of the holders of a majority of the shares present or represented by proxy and entitled to vote at a stockholders’ meeting is required for stockholder action, except for (1) the election of directors, in which case a nominee shall be elected to the board of directors if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election (except in the case of a contested election in which case the candidates receiving the greatest number of votes are elected as directors) and (2) amendments to the provisions in the Boeing Bylaws related to compensation and removal of officers, which require the approval of a majority of the outstanding shares entitled to vote for the election of directors.

The Boeing Charter authorizes the Boeing Board, without any further approval, to (1) divide the preferred stock into series, (2) designate each such series, (3) fix and determine dividend rights, (4) determine the price, terms and conditions on which shares of preferred stock may be redeemed, (5) determine the amount payable to holders of preferred stock in the event of voluntary or involuntary liquidation, (6) determine any sinking fund provisions, and (7) establish any voting, preemption or conversion privileges.

Description of Mandatory Convertible Preferred Stock

On October 31, 2024, Boeing issued 115,000,000 Depositary Shares (the “Depositary Shares”), each representing a 1/20th interest in a share of the Mandatory Convertible Preferred Stock. The Mandatory Convertible Preferred Stock is, and any Boeing Common Stock issued upon the conversion of the Mandatory Convertible Preferred Stock will be, fully paid and nonassessable. The holders of the Mandatory Convertible Preferred Stock have no preemptive or preferential rights to purchase or subscribe to stock, obligations, warrants or other securities of Boeing of any class. Computershare Trust Company, N.A. is the transfer agent and registrar of the Boeing Common Stock and serves as transfer agent, registrar, conversion and dividend disbursing agent for the Mandatory Convertible Preferred Stock.

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The Mandatory Convertible Preferred Stock is not listed on any securities exchange or any automated dealer quotation system, but the Depositary Shares are listed on the NYSE.

Ranking

The Mandatory Convertible Preferred Stock, with respect to dividend rights and/or rights upon Boeing’s liquidation, winding-up or dissolution, as applicable, ranks:

•

senior to (i) Boeing Common Stock and (ii) each other class or series of capital stock issued by Boeing after the initial issue date the terms of which do not expressly provide that such capital stock ranks either (x) senior to the Mandatory Convertible Preferred Stock as to dividend rights or rights upon Boeing’s liquidation, winding-up or dissolution or (y) on a parity with the Mandatory Convertible Preferred Stock as to dividend rights and rights upon Boeing’s liquidation, winding-up or dissolution (which is referred to collectively as “junior stock”);

•

on a parity with any class or series of capital stock issued after the initial issue date the terms of which expressly provide that such capital stock will rank on a parity with the Mandatory Convertible Preferred Stock as to dividend rights and rights upon Boeing’s liquidation, winding-up or dissolution (which is referred to collectively as “parity stock”);

•

junior to each other class or series of capital stock issued after the initial issue date the terms of which expressly provide that such capital stock will rank senior to the Mandatory Convertible Preferred Stock as to dividend rights or rights upon Boeing’s liquidation, winding-up or dissolution (which is referred to collectively as “senior stock”); and

•

junior to Boeing’s existing and future indebtedness.

In addition, the Mandatory Convertible Preferred Stock, with respect to dividend rights and rights upon Boeing’s liquidation, winding-up or dissolution, is structurally subordinated to existing and future indebtedness of Boeing’s subsidiaries as well as the capital stock of Boeing’s subsidiaries held by third parties.

Dividends

Subject to the rights of holders of any class of capital stock ranking senior to the Mandatory Convertible Preferred Stock with respect to dividends, holders of shares of Mandatory Convertible Preferred Stock will be entitled to receive, when, as and if declared by Boeing Board, or an authorized committee thereof, out of funds legally available for payment, cumulative dividends at the rate per annum of 6.00% on the liquidation preference of $1,000 per share of Mandatory Convertible Preferred Stock (equivalent to $60.00 per annum per share), payable in cash, by delivery of shares of Boeing Common Stock or through any combination of cash and shares of Boeing Common Stock, as determined by the Boeing Board (or an authorized committee thereof) in its sole discretion (subject to the limitations described below). See the section entitled “—Method of Payment of Dividends” beginning on page 161 of this proxy statement/prospectus. Declared dividends on the Mandatory Convertible Preferred Stock are payable quarterly on January 15, April 15, July 15 and October 15 of each year to, and including, October 15, 2027, commencing on, and including, January 15, 2025 (each, a “dividend payment date”), at such annual rate, and dividends shall accumulate from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the initial issue date of the Mandatory Convertible Preferred Stock, whether or not in any dividend period or periods there have been funds legally available for the payment of such dividends. Declared dividends will be payable on the relevant dividend payment date to holders of record as they appear on Boeing’s stock register at 5:00 p.m., New York City time, on the January 1, April 1, July 1 or October 1, as the case may be, immediately preceding the relevant dividend payment date (each, a

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“record date”), whether or not such holders convert their shares, or such shares are automatically converted, after a record date and on or prior to the immediately succeeding dividend payment date. These record dates will apply regardless of whether a particular record date is a business day. For purposes of this description of the Mandatory Convertible Preferred Stock, a “business day” means any day other than a Saturday or Sunday or other day on which commercial banks in New York City are authorized or required by law or executive order to close. If a dividend payment date is not a business day, payment will be made on the next succeeding business day, without any interest or other payment in lieu of interest accruing with respect to this delay.

A full dividend period is the period from, and including, a dividend payment date to, but excluding, the next dividend payment date, except that the initial dividend period will commence on, and include, the initial issue date of the Mandatory Convertible Preferred Stock and will end on, and exclude, the January 15, 2025 dividend payment date. The amount of dividends payable on each share of Mandatory Convertible Preferred Stock for each full dividend period (after the initial dividend period) will be computed by dividing the annual dividend rate by four. Dividends payable on the Mandatory Convertible Preferred Stock for the initial dividend period and any partial dividend period will be computed based upon the actual number of days elapsed during the period over a 360-day year (consisting of twelve 30-day months). Accordingly, the dividend on the Mandatory Convertible Preferred Stock for the first dividend period will be $12.50 per share (based on the annual dividend rate of 6.00% and a liquidation preference of $1,000 per share) and will be payable, when, as and if declared, on January 15, 2025. The dividend on the Mandatory Convertible Preferred Stock for each subsequent full dividend period, when, as and if declared, will be $15.00 per share (based on the annual dividend rate of 6.00% and a liquidation preference of $1,000 per share). Accumulated dividends will not bear interest if they are paid subsequent to the applicable dividend payment date.

No dividend will be declared or paid upon, or any sum or number of shares of Boeing Common Stock set apart for the payment of dividends upon, any outstanding share of the Mandatory Convertible Preferred Stock with respect to any dividend period unless all dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum or number of shares of Boeing Common Stock have been set apart for the payment of such dividends upon, all outstanding shares of Mandatory Convertible Preferred Stock.

Boeing’s ability to declare and pay cash dividends and make other distributions with respect to Boeing’s capital stock, including the Mandatory Convertible Preferred Stock, may be limited by the terms of any future indebtedness. In addition, Boeing’s ability to declare and pay dividends may be limited by applicable Delaware law.

So long as any share of the Mandatory Convertible Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid on Boeing Common Stock or any other shares of junior stock, and no Boeing Common Stock or other junior stock or parity stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by Boeing or any of Boeing’s subsidiaries unless all accumulated and unpaid dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum or number of shares of Boeing Common Stock have been set apart for the payment of such dividends upon, all outstanding shares of Mandatory Convertible Preferred Stock. The foregoing limitation shall not apply to: (i) a dividend payable on any Boeing Common Stock or other junior stock in shares of any Boeing Common Stock or other junior stock; (ii) the acquisition of shares of any Boeing Common Stock or other junior stock in exchange for, or a purchase, redemption or other acquisition for value of shares of any Boeing Common Stock or other junior stock with the proceeds of a substantially concurrent sale of, shares of any Boeing Common Stock or other junior stock and the payment of cash in lieu of any fractional share; (iii) purchases of fractional interests in shares of any Boeing Common Stock or other junior stock pursuant to the conversion or exchange provisions of such shares of other junior stock or any securities exchangeable

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for or convertible into such shares of Boeing Common Stock or other junior stock; (iv) redemptions, purchases or other acquisitions of shares of Boeing Common Stock or other junior stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more of Boeing’s or Boeing’s subsidiaries’ employees, officers, directors, consultants or independent contractors, including, without limitation, the forfeiture of unvested shares of restricted stock or share withholdings upon exercise, delivery or vesting of equity awards and the payment of cash in lieu of any fractional share; (v) any dividends or distributions of rights or Boeing Common Stock or other junior stock in connection with a shareholders’ rights plan or any redemption or repurchase of rights pursuant to any shareholders’ rights plan, and the payment of cash in lieu of fractional shares; (vi) purchases of junior stock pursuant to a binding contract (including a stock repurchase plan) to make such purchases, if such contract was in effect before the initial issue date; (vii) the acquisition by Boeing or any of Boeing’s subsidiaries of record ownership in Boeing Common Stock or other junior stock or parity stock or on behalf of any other persons (other than Boeing or any of Boeing’s subsidiaries) that is a beneficial owner thereof, including as trustees or custodians; (viii) the exchange or conversion or reclassification of junior stock for or into other junior stock or of parity stock for or into other parity stock (with the same or lesser aggregate liquidation preference) and the payment of cash in lieu of fractional shares; or (ix) the settlement of any convertible note hedge transactions or capped call transactions entered into in connection with the issuance, by Boeing or any of Boeing’s subsidiaries, of any debt securities that are convertible into, or exchangeable for, Boeing Common Stock (or into or for any combination of cash and Boeing Common Stock based on the value of Boeing Common Stock), provided such convertible note hedge transactions or capped call transactions, as applicable, are on customary terms and were entered into either (x) before the initial issue date or (y) in compliance with the foregoing provision.

When dividends on shares of the Mandatory Convertible Preferred Stock have not been paid in full on any dividend payment date or declared and a sum or number of shares of Boeing Common Stock sufficient for payment thereof set aside for the benefit of the holders thereof on the applicable record date, no dividends may be declared or paid on any parity stock unless dividends are declared on the Mandatory Convertible Preferred Stock such that the respective amounts of such dividends declared on the Mandatory Convertible Preferred Stock and each such other class or series of parity stock shall bear the same ratio to each other as all accumulated and unpaid dividends per share on the shares of the Mandatory Convertible Preferred Stock and such class or series of parity stock (which dollar amount will, if dividends on such class or series of parity stock are not cumulative, be the full amount of dividends per share thereof in respect of the most recent dividend period thereof) (subject to their having been declared by the Boeing Board, or an authorized committee thereof, out of legally available funds) bear to each other immediately prior to the payment of such dividends, in proportion to their respective liquidation preferences; provided that any unpaid dividends will continue to accumulate.

For the avoidance of doubt, the provisions described in this section will not prohibit or restrict the payment or other acquisition for value of any debt securities that are convertible into, or exchangeable for, any junior stock.

Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or other property) as may be determined by the Boeing Board, or an authorized committee thereof, may be declared and paid on any securities, including Boeing Common Stock and other junior stock, from time to time out of any funds legally available for such payment, and holders of the Mandatory Convertible Preferred Stock shall not be entitled to participate in any such dividends.

If Boeing (or an applicable withholding agent) is required to withhold on distributions of Boeing Common Stock to a holder and pay the applicable withholding taxes, Boeing may, at its option, or an applicable withholding agent may, withhold such taxes from payments of cash or shares of Boeing Common Stock payable to such holder.

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Method of Payment of Dividends

Subject to the limitations described below, Boeing may pay any declared dividend (or any portion of any declared dividend) on the Mandatory Convertible Preferred Stock (whether or not for a current dividend period or any prior dividend period), as determined by the Boeing Board (or an authorized committee thereof) in its sole discretion:

•

by paying cash;

•

by delivering shares of Boeing Common Stock; or

•

through any combination of paying cash and delivering shares of Boeing Common Stock.

Boeing will make each payment of a declared dividend on the Mandatory Convertible Preferred Stock in cash, except to the extent Boeing timely elects to make all or any portion of such payment in shares of Boeing Common Stock. Boeing will give the holders of the Mandatory Convertible Preferred Stock notice of any such election, and the portion of such payment that will be made in cash and the portion that will be made in Boeing Common Stock, on the earlier of the date Boeing declares such dividend and the tenth scheduled trading day (as defined below) immediately preceding the dividend payment date for such dividend.

If Boeing elects to make any payment of a declared dividend, or any portion thereof, in shares of Boeing Common Stock, such shares shall be valued for such purpose at the average VWAP per share (as defined below) of Boeing Common Stock over the five consecutive trading day period ending on, and including, the second trading day immediately preceding the applicable dividend payment date (the “five-day average price”), multiplied by 97%.

No fractional shares of Boeing Common Stock will be delivered to the holders of the Mandatory Convertible Preferred Stock in respect of dividends. Boeing will instead pay a cash adjustment to each holder that would otherwise be entitled to a fraction of a share of Boeing Common Stock based on the five-day average price.

To the extent a shelf registration statement is required in Boeing’s reasonable judgment in connection with the issuance of or for resales of Boeing Common Stock issued as payment of a dividend, including dividends paid in connection with a conversion, Boeing will, to the extent such a registration statement is not currently filed and effective, use Boeing’s commercially reasonable efforts to file and maintain the effectiveness of such a shelf registration statement until the earlier of such time as all such shares of Boeing Common Stock have been resold thereunder and such time as all such shares are freely tradable without registration by holders thereof that are not, and have not been within the three months preceding, “affiliates” of Boeing’s for purposes of the Securities Act. To the extent applicable, Boeing will also use its commercially reasonable efforts to have the shares of Boeing Common Stock qualified or registered under applicable state securities laws, if required, and approved for listing on the NYSE (or if Boeing Common Stock is not listed on the NYSE, on the principal other U.S. national or regional securities exchange on which Boeing Common Stock is then listed).

Notwithstanding the foregoing, in no event will the number of shares of Boeing Common Stock delivered in connection with any declared dividend exceed a number equal to the amount of such declared dividend as to which Boeing has elected to deliver shares of Boeing Common Stock in lieu of paying cash divided by $50.04, which amount represents approximately 35% of the initial price (as defined below), subject to adjustment in a manner inversely proportional to any anti-dilution adjustment to each fixed conversion rate as set forth below under the section entitled “—Anti-dilution Adjustments” beginning on page 172 of this proxy statement/prospectus (such dollar amount, as adjusted, the “floor price”). To the extent that the amount of the declared dividend as to which Boeing

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has elected to deliver shares of Boeing Common Stock in lieu of paying cash exceeds the product of the number of shares of Boeing Common Stock delivered in connection with such declared dividend and 97% of the five-day average price, Boeing will, if it is legally able to do so, notwithstanding any notice by Boeing to the contrary, pay such excess amount in cash.

No Redemption

Boeing may not redeem the Mandatory Convertible Preferred Stock. However, at Boeing’s option, Boeing may purchase the Mandatory Convertible Preferred Stock or Depositary Shares from time to time in the open market, by tender offer, exchange offer or otherwise.

Liquidation Preference

In the event of Boeing’s voluntary or involuntary liquidation, winding-up or dissolution, each holder of Mandatory Convertible Preferred Stock will be entitled to receive a liquidation preference in the amount of $1,000 per share of the Mandatory Convertible Preferred Stock (the “liquidation preference”), plus an amount equal to accumulated and unpaid dividends on the shares to, but excluding, the date fixed for liquidation, winding-up or dissolution to be paid out of Boeing’s assets available for distribution to Boeing Stockholders, after satisfaction of liabilities owed to Boeing’s creditors and holders of any senior stock and before any payment or distribution is made to holders of junior stock (including Boeing Common Stock). If, upon Boeing’s voluntary or involuntary liquidation, winding-up or dissolution, the amounts payable with respect to the liquidation preference, plus an amount equal to accumulated and unpaid dividends of the Mandatory Convertible Preferred Stock and all parity stock are not paid in full, the holders of the Mandatory Convertible Preferred Stock and any parity stock will share equally and ratably in any distribution of Boeing’s assets in proportion to the respective liquidation preferences and amounts equal to accumulated and unpaid dividends to which they are entitled. After payment of the full amount of the liquidation preference and an amount equal to accumulated and unpaid dividends to which they are entitled, the holders of the Mandatory Convertible Preferred Stock will have no right or claim to any of Boeing’s remaining assets.

Neither the sale of all or substantially all of Boeing’s assets or business (other than in connection with Boeing’s liquidation, winding-up or dissolution), nor Boeing’s merger or consolidation into or with any other person, will be deemed to be Boeing’s voluntary or involuntary liquidation, winding-up or dissolution.

The Certificate of Designations does not contain any provision requiring funds to be set aside to protect the liquidation preference of the Mandatory Convertible Preferred Stock even though it is substantially in excess of the par value thereof.

Voting Rights

The holders of the Mandatory Convertible Preferred Stock do not have voting rights other than those described below, except as specifically required by Delaware law.

Whenever dividends on any shares of Mandatory Convertible Preferred Stock have not been declared and paid for the equivalent of six or more dividend periods (including, for the avoidance of doubt, the dividend period beginning on, and including, the initial issue date and ending on, but excluding, January 15, 2025), whether or not for consecutive dividend periods (a “nonpayment”), the holders of such shares of Mandatory Convertible Preferred Stock, voting together as a single class with holders of any and all other series of voting preferred stock (as defined below) then outstanding, will be entitled at Boeing’s next special or annual meeting of stockholders to vote for the election of a total of two additional members of the Boeing Board (the “preferred stock directors”); provided that

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the election of any such directors will not cause Boeing to violate (x) the corporate governance requirements of the NYSE (or any other exchange or automated quotation system on which Boeing’s securities may be listed or quoted) that requires listed or quoted companies to have a majority of independent directors or (y) the portion of Boeing’s Corporate Governance Principles and Director Independence Standards, each as in effect on October 28, 2024, that requires Boeing to have at least 75% independent directors; provided further that the Boeing Board shall at no time include more than two preferred stock directors. In the event of a nonpayment, Boeing will increase the number of directors on the Boeing Board by two, and the new directors will be elected at an annual or special meeting of stockholders called by the Boeing Board, subject to its fiduciary duties, at the request of the holders of at least 25% of the shares of Mandatory Convertible Preferred Stock or of any other series of voting preferred stock (provided that if such request is not received at least 90 calendar days before the date fixed for the next annual or special meeting of stockholders, such election shall be held at such next annual or special meeting of stockholders), and at each subsequent annual meeting, so long as the holders of Mandatory Convertible Preferred Stock continue to have such voting rights.

As used herein, “voting preferred stock” means any class or series of Boeing parity stock upon which like voting rights have been conferred and are exercisable. Whether a plurality, majority or other portion of the Mandatory Convertible Preferred Stock and any other voting preferred stock have been voted in favor of any matter shall be determined by reference to the respective liquidation preference amounts of the Mandatory Convertible Preferred Stock and such other voting preferred stock voted.

If and when all accumulated and unpaid dividends have been paid in full, or declared and a sum sufficient for such payment shall have been set aside (a “nonpayment remedy”), the holders of Mandatory Convertible Preferred Stock shall immediately and, without any further action by Boeing, be divested of the foregoing voting rights, subject to the revesting of such rights in the event of each subsequent nonpayment. If such voting rights for the holders of Mandatory Convertible Preferred Stock and all other holders of voting preferred stock have terminated, the term of office of each preferred stock director so elected will terminate at such time and the number of directors on the Boeing Board shall automatically decrease by two.

Any preferred stock director may be removed at any time with or without cause by the holders of record of a majority of the outstanding shares of Mandatory Convertible Preferred Stock and any other shares of voting preferred stock then outstanding (voting together as a class) when they have the voting rights described above. In the event that a nonpayment shall have occurred and there shall not have been a nonpayment remedy, any vacancy in the office of a preferred stock director (other than prior to the initial election after a nonpayment) may be filled by the written consent of the preferred stock director remaining in office or, if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of Mandatory Convertible Preferred Stock and any other shares of voting preferred stock then outstanding (voting together as a class) when they have the voting rights described above; provided that the filling of each vacancy will not cause Boeing to violate (x) the corporate governance requirements of the NYSE (or any other exchange or automated quotation system on which Boeing’s securities may be listed or quoted) that requires listed or quoted companies to have a majority of independent directors or (y) the portion of Boeing’s Corporate Governance Principles and Director Independence Standards, each as in effect on October 28, 2024, that requires Boeing to have at least 75% independent directors.

So long as any shares of Mandatory Convertible Preferred Stock remain outstanding, Boeing will not, without the affirmative vote or consent of the holders of at least two-thirds of the outstanding shares of Mandatory Convertible Preferred Stock given in person or by proxy, either in writing or at a meeting:

•

authorize or create, or increase the authorized amount of, any senior stock; or

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•

amend, alter or repeal the provisions of the Boeing Charter or the Certificate of Designations so as to materially and adversely affect the rights, preferences, privileges or voting powers of the shares of Mandatory Convertible Preferred Stock; or

•

consummate a binding share exchange or reclassification involving the shares of Mandatory Convertible Preferred Stock or a merger or consolidation of Boeing with or into another entity, unless either (i) the shares of Mandatory Convertible Preferred Stock remain outstanding and have rights, preferences, privileges and voting powers, taken as a whole, that are no less favorable to the holders thereof in any material respect than the rights, preferences, privileges and voting powers of the Mandatory Convertible Preferred Stock immediately prior to such consummation, taken as a whole, or (ii) in the case of any such merger or consolidation with respect to which Boeing is not the surviving or resulting entity, the shares of Mandatory Convertible Preferred Stock are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and such preference securities have rights, preferences, privileges and voting powers, taken as a whole, that are no less favorable to the holders thereof in any material respect than the rights, preferences, privileges and voting powers of the Mandatory Convertible Preferred Stock immediately prior to such consummation, taken as a whole;

provided, however, that (1) any increase in the amount of Boeing’s authorized but unissued shares of preferred stock, (2) any increase in the amount of authorized or issued shares of Mandatory Convertible Preferred Stock, (3) the creation and issuance, or an increase in the authorized or issued amount, of any series of junior stock or any other series of parity stock and (4) the application of the provisions described below under the section entitled “—Recapitalizations, Reclassifications and Changes in Boeing Common Stock” beginning on page 179 of this proxy statement/prospectus, will in each case be deemed not to materially and adversely affect the rights, preferences, privileges or voting powers of the Mandatory Convertible Preferred Stock and shall not require the affirmative vote or consent of holders of the Mandatory Convertible Preferred Stock.

Without the consent of the holders of the Mandatory Convertible Preferred Stock, Boeing may amend, alter, supplement, or repeal any terms of the Mandatory Convertible Preferred Stock by amending or supplementing the Boeing Charter, the Certificate of Designations or any stock certificate representing shares of the Mandatory Convertible Preferred Stock for the following purposes:

•

to cure any ambiguity, omission, inconsistency or mistake in any such agreement or instrument;

•

to make any provision with respect to matters or questions relating to the Mandatory Convertible Preferred Stock that is not inconsistent with the provisions of the Certificate of Designations and that does not materially and adversely affect the rights of any holder of the Mandatory Convertible Preferred Stock; or

•

to make any other change that does not materially and adversely affect the rights of any holder of the Mandatory Convertible Preferred Stock (other than any holder that consents to such change).

Mandatory Conversion

Each outstanding share of the Mandatory Convertible Preferred Stock, unless previously converted, will automatically convert on the mandatory conversion date, into a number of shares of Boeing Common Stock equal to the conversion rate described below. If Boeing declares a dividend for the dividend period ending on October 15, 2027, Boeing will pay such dividend to the holders of record as of October 1, 2027, as described under the section entitled “—Dividends” beginning on page 158 of this proxy statement/prospectus. If on or prior to October 1, 2027 Boeing has not declared

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all or any portion of all accumulated and unpaid dividends on the Mandatory Convertible Preferred Stock through October 15, 2027, the conversion rate will be adjusted so that holders receive an additional number of shares of Boeing Common Stock equal to the amount of accumulated and unpaid dividends that have not been declared (the “additional conversion amount”), divided by the greater of (i) the floor price and (ii) 97% of the five-day average price (calculated as if the applicable dividend payment date were October 15, 2027). To the extent that the additional conversion amount exceeds the product of such number of additional shares and 97% of such five-day average price, Boeing will, if it is legally able to do so, pay such excess amount in cash pro rata to the holders of the Mandatory Convertible Preferred Stock.

The conversion rate, which is the number of shares of Boeing Common Stock issuable upon conversion of each share of Mandatory Convertible Preferred Stock on the mandatory conversion date (excluding any shares of Boeing Common Stock issued in respect of accumulated but unpaid dividends, if any), will be as follows:

•

if the applicable market value of Boeing Common Stock is greater than the “threshold appreciation price,” then the conversion rate will be 5.8280 shares of Boeing Common Stock per share of Mandatory Convertible Preferred Stock (the “minimum conversion rate”), which is approximately equal to $1,000 divided by the threshold appreciation price;

•

if the applicable market value of Boeing Common Stock is less than or equal to the threshold appreciation price but equal to or greater than the “initial price,” then the conversion rate will be equal to $1,000 divided by the applicable market value of Boeing Common Stock, rounded to the nearest ten-thousandth of a share, which will be between 5.8280 and 6.9940 shares of Boeing Common Stock per share of Mandatory Convertible Preferred Stock; or

•

if the applicable market value of Boeing Common Stock is less than the initial price, then the conversion rate will be 6.9940 shares of Boeing Common Stock per share of Mandatory Convertible Preferred Stock (the “maximum conversion rate”), which is approximately equal to $1,000 divided by the initial price.

The “initial price” equals $1,000, divided by the maximum conversion rate, rounded to the nearest $0.0001, and is initially $142.9797.

The “threshold appreciation price” equals $1,000, divided by the minimum conversion rate, rounded to the nearest $0.0001, which initially is $171.5854 and represents an approximately 20% appreciation over the initial price.

The minimum conversion rate and the maximum conversion rate are collectively referred to as the “fixed conversion rates.” The fixed conversion rates and the applicable market value are each subject to adjustment as described under the section entitled “—Anti-dilution Adjustments” beginning on page 172 of this proxy statement/prospectus.

Definitions

“Applicable market value” means the average VWAP per share of Boeing Common Stock over the final averaging period.

“Final averaging period” means the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately preceding October 15, 2027.

“Mandatory conversion date” means the second business day immediately following the last trading day of the final averaging period. The “mandatory conversion date” is expected to be October 15, 2027.

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“Trading day” means a day on which (i) there is no “market disruption event” (as defined below) and (ii) trading in Boeing Common Stock generally occurs on the NYSE or, if Boeing Common Stock is not then listed on the NYSE, on the principal other U.S. national or regional securities exchange on which Boeing Common Stock is then listed or, if Boeing Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which Boeing Common Stock is then listed or admitted for trading. If Boeing Common Stock is not so listed or admitted for trading, “trading day” means a “business day.”

“Market disruption event” means (i) a failure by the primary U.S. national or regional securities exchange or market on which Boeing Common Stock is listed or admitted for trading to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m., New York City time, on any scheduled trading day for Boeing Common Stock for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in Boeing Common Stock or in any options contracts or futures contracts relating to Boeing Common Stock.

A “scheduled trading day” is any day that is scheduled to be a trading day.

“VWAP” per share of Boeing Common Stock on any trading day means the per share volume-weighted average price as displayed on Bloomberg page “BA <Equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time (or, if the scheduled close of trading of the primary session for the primary U.S. national or regional securities exchange or market on which Boeing Common Stock is listed or admitted for trading on such trading day is earlier, such earlier scheduled close of trading), on such trading day; or, if such price is not available, “VWAP” means the market value per share of Boeing Common Stock on such trading day as determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained by Boeing for this purpose. The “average VWAP” per share over a certain period means the arithmetic average of the VWAP per share for each trading day in such period.

Conversion at the Option of the Holder

Other than during a fundamental change conversion period (as defined under the section entitled “—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount” beginning on page 167 of this proxy statement/prospectus), holders of the Mandatory Convertible Preferred Stock have the right to convert their shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of Mandatory Convertible Preferred Stock), at any time prior to October 15, 2027, into shares of Boeing Common Stock at the minimum conversion rate, subject to adjustment as described under the section entitled “—Anti-dilution Adjustments” beginning on page 172 of this proxy statement/prospectus.

If as of the effective date of any early conversion (the “early conversion date”), Boeing has not declared all or any portion of the accumulated and unpaid dividends for all full dividend periods ending on or prior to the dividend payment date immediately preceding such early conversion date, the conversion rate will be adjusted so that converting holders receive an additional number of shares of Boeing Common Stock equal to such amount of accumulated and unpaid dividends that have not been declared for such full dividend periods (the “early conversion additional conversion amount”), divided by the greater of (i) the floor price and (ii) the average VWAP per share of Boeing Common Stock over the 20 consecutive trading day period ending on, and including, the second trading day immediately preceding the early conversion date (the “early conversion average price”). To the extent that the early conversion additional conversion amount exceeds the product of such number of additional shares and the early conversion average price, Boeing will not have any obligation to pay the shortfall in cash.

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Except as described in the immediately preceding paragraph, upon any optional conversion of any shares of the Mandatory Convertible Preferred Stock pursuant to this “—Conversion at the Option of the Holder” section, Boeing will make no payment or allowance for unpaid dividends on such shares of the Mandatory Convertible Preferred Stock, unless such early conversion date occurs after the record date for a declared dividend and on or prior to the immediately succeeding dividend payment date, in which case such dividend will be paid on such dividend payment date to the holder of record of the converted shares as of such record date, as described in the section entitled “—Dividends” beginning on page 158 of this proxy statement/prospectus.

Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount

General

If a fundamental change (as defined below) occurs on or prior to October 15, 2027, holders of the Mandatory Convertible Preferred Stock will have the right (the “fundamental change early conversion right”) to: (i) convert their shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of Mandatory Convertible Preferred Stock), into shares of Boeing Common Stock at the fundamental change conversion rate described below; (ii) with respect to such converted shares, receive an amount equal to the present value, as of the effective date (as defined below), calculated using a discount rate of 5.75% per annum, of all dividend payments on such shares (excluding any accumulated and unpaid dividends for any dividend period prior to the effective date of the fundamental change, including for the partial dividend period, if any, from, and including, the dividend payment date immediately preceding the effective date to, but excluding, the effective date (collectively, the “accumulated dividend amount”)) for all the remaining full dividend periods and for the partial dividend period from, and including, the effective date to, but excluding, the next dividend payment date (the “fundamental change dividend make-whole amount”); and (iii) with respect to such converted shares, to the extent that, as of the effective date of the fundamental change, there is any accumulated dividend amount, receive payment of the accumulated dividend amount (clauses (ii) and (iii), together, the “make-whole dividend amount”), in the case of clauses (ii) and (iii), subject to Boeing’s right to deliver shares of Boeing Common Stock in lieu of all or part of such amounts as described under the section entitled “—Make-whole dividend amount” beginning on page 169 of this proxy statement/prospectus; provided that, if the effective date or the conversion date falls after the record date for a declared dividend and prior to the next dividend payment date, such dividend will be paid on such dividend payment date to the holders as of such record date, as described under the section entitled “—Dividends” beginning on page 158 of this proxy statement/prospectus, such dividend will not be included in the accumulated dividend amount, and the fundamental change dividend make-whole amount will not include the present value of the payment of such dividend.

To exercise the fundamental change early conversion right, holders must submit their shares of the Mandatory Convertible Preferred Stock for conversion at any time during the period (the “fundamental change conversion period”) beginning on, and including, the effective date of such fundamental change (the “effective date”) and ending at 5:00 p.m., New York City time, on the date that is the earlier of (a) 20 calendar days after the effective date (or, if later, the date that is 20 calendar days after holders receive notice of such fundamental change) and (b) October 15, 2027. For the avoidance of doubt, the fundamental change conversion period may not end on a date that is later than October 15, 2027. Holders of Mandatory Convertible Preferred Stock who submit their shares for conversion during the fundamental change conversion period will have such shares converted at the conversion rate specified in the table below (the “fundamental change conversion rate”) and will be entitled to receive the make-whole dividend amount. Holders of Mandatory Convertible Preferred Stock who do not submit their shares for conversion during the fundamental change conversion period will not be entitled to convert their shares of Mandatory Convertible Preferred Stock at the fundamental change conversion rate or to receive the make-whole dividend amount.

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Boeing will notify holders of the effective date of a fundamental change no later than the second business day following such effective date.

A “fundamental change” will be deemed to have occurred at the time any of the following occurs after the initial issue date of the Mandatory Convertible Preferred Stock:

(1) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than Boeing, Boeing’s wholly owned subsidiaries and Boeing’s and their employee benefit or incentive plans, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such “person” or “group” has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of Boeing Common Stock representing more than 50% of the voting power of Boeing Common Stock or Boeing otherwise becomes aware of such beneficial ownership;

(2) the consummation of (A) any recapitalization, reclassification or change of Boeing Common Stock (other than a change only in par value or changes resulting from a subdivision or combination) as a result of which Boeing Common Stock would be converted into, or exchanged for, or would represent solely the right to receive, stock, other securities, other property or assets (including cash); (B) any share exchange, consolidation or merger of Boeing pursuant to which Boeing Common Stock will be converted into, will be exchanged for, or will represent solely the right to receive, stock, other securities, other property or assets (including cash); or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of Boeing and Boeing’s subsidiaries, taken as a whole, to any person other than one of Boeing’s wholly owned subsidiaries; or

(3) Boeing Common Stock (or other common stock comprising all or part of the exchange property) ceases to be listed on any of the NYSE, The Nasdaq Global Select Market or The Nasdaq Global Market (or any of their respective successors).

A transaction or transactions described in clause (1) or clause (2) above will not constitute a fundamental change, however, if at least 90% of the consideration received or to be received by Boeing Stockholders, excluding cash payments for fractional shares or pursuant to dissenters’ appraisal rights, in connection with such transaction or transactions consists of shares of common stock that are listed on any of the NYSE, The Nasdaq Global Select Market or The Nasdaq Global Market (or any of their respective successors) or will be so listed when issued or exchanged in connection with such transaction or transactions and as a result of such transaction or transactions the Mandatory Convertible Preferred Stock becomes convertible into or exchangeable for such consideration, excluding cash payments for fractional shares or pursuant to dissenters’ appraisal rights.

If any transaction in which Boeing Common Stock is replaced by the securities of another entity occurs, following completion of any related fundamental change conversion period (or, if none, on the effective date of such transaction), references to Boeing in the definition of “fundamental change” above shall instead be references to such other entity.

Fundamental change conversion rate

The fundamental change conversion rate will be determined by reference to the table below and is based on the effective date of the fundamental change and the price (the “stock price”) paid (or deemed paid) per share of Boeing Common Stock in such transaction. If all holders of Boeing Common Stock receive only cash in exchange for their Boeing Common Stock in the fundamental change, the stock price shall be the cash amount paid per share. Otherwise, the stock price shall be the average VWAP per share of Boeing Common Stock over the five consecutive trading day period ending on, and including, the trading day immediately preceding the effective date of the relevant fundamental change.

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The stock prices set forth in the first row of the table (i.e., the column headers) will be adjusted as of any date on which the fixed conversion rates of the Mandatory Convertible Preferred Stock are adjusted. The adjusted stock prices will equal the stock prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the minimum conversion rate immediately prior to the adjustment giving rise to the stock price adjustment and the denominator of which is the minimum conversion rate as so adjusted. Each of the fundamental change conversion rates in the table will be subject to adjustment in the same manner and at the same time as each fixed conversion rate as set forth in the section entitled “—Anti-dilution Adjustments” beginning on page 172 of this proxy statement/prospectus.

The following table sets forth the fundamental change conversion rate per share of Mandatory Convertible Preferred Stock for each stock price and effective date set forth below.


	Stock Price
Effective Date	$100.00		$110.00		$120.00		$130.00		$142.98		$150.00		$160.00		$171.59		$180.00		$190.00		$200.00		$210.00
October 31, 2024		6.3600		6.2860		6.2200		6.1600		6.0940		6.0620		6.0200		5.9800		5.9540		5.9280		5.9040		5.8840
October 15, 2025		6.5120		6.4260		6.3460		6.2720		6.1860		6.1440		6.0920		6.0380		6.0060		5.9720		5.9420		5.9160
October 15, 2026		6.7420		6.6480		6.5480		6.4460		6.3220		6.2600		6.1800		6.1000		6.0520		6.0020		5.9620		5.9280
October 15, 2027		6.9940		6.9940		6.9940		6.9940		6.9940		6.6660		6.2500		5.8280		5.8280		5.8280		5.8280		5.8280

The exact stock price and effective date may not be set forth in the table, in which case:

•

if the stock price is between two stock prices on the table or the effective date is between two effective dates on the table, the fundamental change conversion rate will be determined by straight-line interpolation between the fundamental change conversion rates set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day or 366-day year, as applicable;

•

if the stock price is in excess of $210.00 per share (subject to adjustment in the same manner as the column headings of the table above), then the fundamental change conversion rate will be the minimum conversion rate; and

•

if the stock price is less than $100.00 per share (subject to adjustment in the same manner as the column headings of the table above), then the fundamental change conversion rate will be the maximum conversion rate.

Make-whole dividend amount

For any shares of Mandatory Convertible Preferred Stock that are converted during the fundamental change conversion period, subject to the limitations described below, Boeing may pay the make-whole dividend amount, determined in its sole discretion:

•

by paying cash;

•

by delivering shares of Boeing Common Stock; or

•

through any combination of paying cash and delivering shares of Boeing Common Stock.

Boeing will pay the make-whole dividend amount in cash, except to the extent Boeing elects on or prior to the second business day following the effective date of a fundamental change to make all or any portion of such payments by delivering shares of Boeing Common Stock. If Boeing elects to make any payment of the make-whole dividend amount, or any portion thereof, in shares of Boeing Common Stock, such shares shall be valued for such purpose at 97% of the stock price.

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No fractional shares of Boeing Common Stock will be delivered to the holders of the Mandatory Convertible Preferred Stock in respect of the make-whole dividend amount. Boeing will instead pay a cash adjustment to each converting holder that would otherwise be entitled to a fraction of a share of Boeing Common Stock based on the average VWAP per share of Boeing Common Stock over the five consecutive trading day period ending on, and including, the second trading day immediately preceding the conversion date.

Notwithstanding the foregoing, with respect to any conversion of Mandatory Convertible Preferred Stock during the fundamental change conversion period, in no event will the number of shares of Boeing Common Stock that Boeing delivers in lieu of paying all or any portion of the make-whole dividend amount in cash exceed a number equal to the portion of the make-whole dividend amount to be paid by the delivery of Boeing Common Stock, divided by the greater of (i) the floor price and (ii) 97% of the stock price. To the extent that the portion of the make-whole dividend amount as to which Boeing has elected to deliver shares of Boeing Common Stock in lieu of paying cash exceeds the product of the number of shares of Boeing Common Stock delivered in respect of such portion of the make-whole dividend amount and 97% of the stock price, Boeing will, if it is legally able to do so, notwithstanding any notice by Boeing to the contrary, pay such excess amount in cash.

In addition, if Boeing is prohibited from paying or delivering, as the case may be, the make-whole dividend amount (whether in cash or in shares of Boeing Common Stock), in whole or in part, due to limitations of applicable Delaware law, the fundamental change conversion rate will instead be increased by a number of shares of Boeing Common Stock equal to the cash amount of the aggregate unpaid and undelivered make-whole dividend amount, divided by the greater of (i) the floor price and (ii) 97% of the stock price. To the extent that the cash amount of the aggregate unpaid and undelivered make-whole dividend amount exceeds the product of such number of additional shares and 97% of the stock price, Boeing will not have any obligation to pay the shortfall in cash.

Not later than the second business day following the effective date of a fundamental change, Boeing will notify holders of:

•

the fundamental change conversion rate;

•

the fundamental change dividend make-whole amount and whether Boeing will pay such amount, or any portion thereof, in shares of Boeing Common Stock and, if applicable, the portion of such amount that will be paid in Boeing Common Stock; and

•

the accumulated dividend amount and whether Boeing will pay such amount, or any portion thereof, in shares of Boeing Common Stock and, if applicable, the portion of such amount that will be paid in Boeing Common Stock.

Boeing’s obligation to deliver shares at the fundamental change conversion rate and pay the fundamental change dividend make-whole amount could be considered a penalty, in which case the enforceability thereof would be subject to general principles of reasonableness of economic remedies.

Conversion Procedures

Upon mandatory conversion

Any outstanding shares of Mandatory Convertible Preferred Stock will automatically convert into shares of Boeing Common Stock on the mandatory conversion date. The person or persons entitled to receive the shares of Boeing Common Stock issuable upon mandatory conversion of the Mandatory Convertible Preferred Stock will be treated as the record holder(s) of such shares as of 5:00 p.m., New York City time, on the mandatory conversion date. Except as provided in the section entitled “—Anti-dilution Adjustments” beginning on page 172 of this proxy statement/prospectus, prior to 5:00 p.m.,

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New York City time, on the mandatory conversion date, the shares of Boeing Common Stock issuable upon conversion of the Mandatory Convertible Preferred Stock will not be deemed to be outstanding for any purpose and holders of the Mandatory Convertible Preferred Stock will have no rights with respect to such shares of Boeing Common Stock, including voting rights, rights to respond to tender offers and rights to receive any dividends or other distributions on Boeing Common Stock, by virtue of holding the Mandatory Convertible Preferred Stock.

Upon early conversion

If a holder elects to convert its shares of Mandatory Convertible Preferred Stock prior to October 15, 2027, in the manner described in the sections entitled “—Conversion at the Option of the Holder” or “—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount” beginning on pages 166 and 167 of this proxy statement/prospectus, respectively, such holder must observe the conversion procedures set forth below.

If such holder holds a beneficial interest in a global share of Mandatory Convertible Preferred Stock, to convert its shares of Mandatory Convertible Preferred Stock early, such holder must deliver to DTC the appropriate instruction form for conversion pursuant to DTC’s conversion program and, if such holder’s shares of Mandatory Convertible Preferred Stock are held in certificated form, such holder must comply with certain procedures set forth in the Certificate of Designations.

The conversion date will be the date on which the converting holder has satisfied the foregoing requirements; provided that, for the avoidance of doubt, in no event may such conversion date occur after October 15, 2027. A holder that early converts its shares of Mandatory Convertible Preferred Stock will not be required to pay any taxes or duties relating to the issuance or delivery of Boeing Common Stock if such holder exercises its early conversion rights, except that such holder will be required to pay any tax or duty that may be payable relating to any transfer involved in the issuance or delivery of the Boeing Common Stock in a name other than the name of such holder. Shares of Boeing Common Stock will be issued and delivered and payment by Boeing of any cash to which the converting holder is entitled will be made only after all applicable taxes and duties, if any, payable by the converting holder have been paid in full and such shares of Boeing Common Stock will be issued, and the payment by Boeing of such cash to which the converting holder is entitled will be made, in each case, on the later of the second business day immediately succeeding the conversion date and the business day after such holder has paid in full all applicable taxes and duties, if any.

The person or persons entitled to receive the shares of Boeing Common Stock issuable upon early conversion of the Mandatory Convertible Preferred Stock will be treated as the record holder(s) of such shares as of 5:00 p.m., New York City time, on the applicable conversion date. Prior to 5:00 p.m., New York City time, on the applicable conversion date, the shares of Boeing Common Stock issuable upon early conversion of the Mandatory Convertible Preferred Stock will not be deemed to be outstanding for any purpose and a holder of shares of the Mandatory Convertible Preferred Stock will have no rights with respect to such shares of Boeing Common Stock, including voting rights, rights to respond to tender offers and rights to receive any dividends or other distributions on Boeing Common Stock, by virtue of holding the Mandatory Convertible Preferred Stock.

Fractional shares

No fractional shares of Boeing Common Stock will be issued to holders of the Mandatory Convertible Preferred Stock upon conversion. In lieu of any fractional shares of Boeing Common Stock otherwise issuable in respect of the aggregate number of shares of the Mandatory Convertible Preferred Stock of any holder that are converted, that holder will be entitled to receive an amount in cash (computed to the nearest cent) equal to the product of: (i) that same fraction; and (ii) the average VWAP

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per share of Boeing Common Stock over the five consecutive trading day period ending on, and including, the second trading day immediately preceding the relevant conversion date.

If more than one share of the Mandatory Convertible Preferred Stock is surrendered for conversion at one time by or for the same holder, the number of shares of Boeing Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of the Mandatory Convertible Preferred Stock so surrendered.

Anti-dilution Adjustments

Each fixed conversion rate will be adjusted if:

(1)

Boeing issues Boeing Common Stock to all or substantially all holders of Boeing Common Stock as a dividend or other distribution, in which event, each fixed conversion rate in effect immediately prior to 5:00 p.m., New York City time, on the date fixed for determination of the holders of Boeing Common Stock entitled to receive such dividend or other distribution will be multiplied by a fraction:

•

the numerator of which is the sum of (x) the number of shares of Boeing Common Stock outstanding immediately prior to 5:00 p.m., New York City time, on the date fixed for such determination and (y) the total number of shares of Boeing Common Stock constituting such dividend or other distribution, and

•

the denominator of which is the number of shares of Boeing Common Stock outstanding immediately prior to 5:00 p.m., New York City time, on the date fixed for such determination. Any increase made pursuant to this clause (1) will become effective immediately after 5:00 p.m., New York City time, on the date fixed for such determination. If any dividend or distribution described in this clause (1) is declared but not so paid or made, each fixed conversion rate shall be decreased, effective as of the date the Boeing Board, or an authorized committee thereof, publicly announces its decision not to make such dividend or distribution, to such fixed conversion rate that would be in effect if such dividend or distribution had not been declared. For the purposes of this clause (1), the number of shares of Boeing Common Stock outstanding immediately prior to 5:00 p.m., New York City time, on the date fixed for such determination shall not include shares held in treasury but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Boeing Common Stock. Boeing will not pay any dividend or make any distribution on shares of Boeing Common Stock held in treasury.

(2)

Boeing issues to all or substantially all holders of Boeing Common Stock rights or warrants (other than rights or warrants issued pursuant to a shareholders’ rights plan, customary dividend reinvestment plan or customary share purchase plan or other similar plans) entitling them, for a period of up to 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of Boeing Common Stock at less than the “current market price” (as defined below) of Boeing Common Stock, in which case each fixed conversion rate in effect immediately prior to 5:00 p.m., New York City time, on the date fixed for determination of the holders of Boeing Common Stock entitled to receive such rights or warrants will be increased by multiplying such fixed conversion rate by a fraction:

•

the numerator of which is the sum of (x) the number of shares of Boeing Common Stock outstanding immediately prior to 5:00 p.m., New York City time, on the date fixed for such determination and (y) the number of shares of Boeing Common Stock issuable pursuant to such rights or warrants, and

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•

the denominator of which shall be the sum of (i) the number of shares of Boeing Common Stock outstanding immediately prior to 5:00 p.m., New York City time, on the date fixed for such determination and (ii) the number of shares of Boeing Common Stock equal to the quotient of the aggregate offering price payable to exercise such rights or warrants, divided by the current market price of Boeing Common Stock.

Any increase made pursuant to this clause (2) will become effective immediately after 5:00 p.m., New York City time, on the date fixed for such determination. In the event that such rights or warrants described in this clause (2) are not so issued, each fixed conversion rate shall be decreased, effective as of the date the Boeing Board, or an authorized committee thereof, publicly announces its decision not to issue such rights or warrants, to such fixed conversion rate that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Boeing Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, each fixed conversion rate shall be decreased to such fixed conversion rate that would then be in effect had the increase made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Boeing Common Stock actually delivered. In determining whether any rights or warrants entitle the holders thereof to subscribe for or purchase shares of Boeing Common Stock at less than the current market price, and in determining the aggregate offering price payable to exercise such rights or warrants, there shall be taken into account any consideration received by Boeing for such rights or warrants and the amount payable to Boeing upon exercise or conversion thereof, the value of such consideration (if other than cash) to be determined by the Boeing Board, or an authorized committee thereof. For the purposes of this clause (2), the number of shares of Boeing Common Stock at the time outstanding shall not include shares held in treasury but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Boeing Common Stock. Boeing will not issue any such rights or warrants in respect of shares of Boeing Common Stock held in treasury.

(3)

Boeing subdivides or combines Boeing Common Stock, in which event each fixed conversion rate in effect immediately prior to 9:00 a.m., New York City time, on the effective date of such subdivision or combination will be multiplied by a fraction:

•

the numerator of which is the number of shares of Boeing Common Stock that would be outstanding immediately after, and solely as a result of, such subdivision or combination, and

•

the denominator of which is the number of shares of Boeing Common Stock outstanding immediately prior to such subdivision or combination.

Any adjustment made pursuant to this clause (3) shall become effective immediately after 9:00 a.m., New York City time, on the effective date of such subdivision or combination.

(4)

Boeing distributes to all or substantially all holders of Boeing Common Stock evidences of Boeing’s indebtedness, shares of capital stock, securities, rights to acquire Boeing’s capital stock (other than rights issued pursuant to a shareholders’ rights plan so long as such rights have not separated from the Boeing Common Stock), cash or other assets, excluding:

•

any dividend or distribution as to which an adjustment was effected pursuant to clause (1) above;

•

any rights or warrants as to which an adjustment was effected pursuant to clause (2) above;

•

any dividend or distribution as to which the provisions set forth in clause (5) below shall apply; and

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•

any spin-off to which the provisions set forth below in this clause (4) shall apply,

in which event each fixed conversion rate in effect immediately prior to 5:00 p.m., New York City time, on the date fixed for the determination of holders of Boeing Common Stock entitled to receive such distribution will be multiplied by a fraction:

•

the numerator of which is the current market price of Boeing Common Stock, and

•

the denominator of which is the current market price of Boeing Common Stock minus the fair market value, as determined by the Boeing Board, or an authorized committee thereof, on the ex-date of such distribution, of the portion of the evidences of indebtedness, shares of capital stock, securities, rights to acquire Boeing’s capital stock, cash or other assets so distributed applicable to one share of Boeing Common Stock.

Any increase made pursuant to the preceding paragraph will become effective immediately after 5:00 p.m., New York City time, on the date fixed for such determination. In the event that such distribution described in the preceding paragraph is not so made, each fixed conversion rate shall be decreased, effective as of the date the Boeing Board, or an authorized committee thereof, publicly announces its decision not to make such distribution, to such fixed conversion rate that would then be in effect if such distribution had not been declared.

In the event that Boeing makes a distribution to all holders of Boeing Common Stock consisting of capital stock of, or similar equity interests in, or relating to a subsidiary or other business unit of Boeing’s, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (herein referred to as a “spin-off”), each fixed conversion rate in effect immediately prior to 9:00 a.m., New York City time, on the ex-date of such distribution will be multiplied by a fraction:

•

the numerator of which is the sum of the current market price of Boeing Common Stock and the current market price of the portion of those shares of capital stock or similar equity interests so distributed applicable to one share of Boeing Common Stock, and

•

the denominator of which is the current market price of Boeing Common Stock.

Any increase made pursuant to the preceding paragraph shall be made immediately following the determination of the current market price of Boeing Common Stock, but shall become retroactively effective immediately after 9:00 a.m., New York City time, on the ex-date of such distribution. In the event that such distribution described in the preceding paragraph is not so made, each fixed conversion rate shall be decreased, effective as of the date the Boeing Board, or an authorized committee thereof, publicly announces its decision not to make such distribution, to such fixed conversion rate that would then be in effect if such distribution had not been declared. Because Boeing will make any increase to each fixed conversion rate pursuant to the preceding paragraph with retroactive effect, Boeing will delay the settlement of any conversion of Mandatory Convertible Preferred Stock where any date for determining the number of shares of Boeing Common Stock issuable upon such conversion occurs during the period for determining the current market price pursuant to the preceding paragraph until the second business day immediately following the last trading day of such period.

(5)

Boeing makes a dividend or distribution consisting exclusively of cash to all or substantially all holders of Boeing Common Stock, excluding:

•

any cash that is distributed in exchange for Boeing Common Stock in a reorganization event (as described below),

•

any dividend or distribution in connection with Boeing’s liquidation, winding-up or dissolution, and

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•

any consideration payable as part of a tender or exchange offer covered by clause (6), in which event, each fixed conversion rate in effect immediately prior to 5:00 p.m., New York City time, on the date fixed for determination of the holders of Boeing Common Stock entitled to receive such dividend or distribution will be multiplied by a fraction:

•

the numerator of which is the current market price of Boeing Common Stock, and

•

the denominator of which is the current market price of Boeing Common Stock minus the amount per share of Boeing Common Stock of such dividend or distribution.

Any increase made pursuant to this clause (5) shall become effective immediately after 5:00 p.m., New York City time, on the date fixed for the determination of the holders of Boeing Common Stock entitled to receive such dividend or distribution. In the event that any dividend or distribution described in this clause (5) is not so made, each fixed conversion rate shall be decreased, effective as of the date the Boeing Board, or an authorized committee thereof, publicly announces its decision not to make such dividend or distribution, to such fixed conversion rate which would then be in effect if such dividend or distribution had not been declared.

(6)

Boeing or any of Boeing’s subsidiaries successfully complete a tender or exchange offer pursuant to a Schedule TO or registration statement on Form S-4 for Boeing Common Stock where the cash and the value of any other consideration included in the payment per share of Boeing Common Stock exceeds the current market price of Boeing Common Stock, in which event each fixed conversion rate in effect immediately prior to 5:00 p.m., New York City time, on the date of expiration of the tender or exchange offer (the “expiration date”) will be multiplied by a fraction:

•

the numerator of which shall be equal to the sum of:

(i)

the aggregate cash and fair market value (as determined by the Boeing Board, or an authorized committee thereof) on the expiration date of any other consideration paid or payable for shares purchased in such tender or exchange offer; and

(ii)

the product of:

the current market price of Boeing Common Stock; and

the number of shares of Boeing Common Stock outstanding immediately after such tender or exchange offer expires (after giving effect to the purchase or exchange of shares pursuant to such tender or exchange offer), and

•

the denominator of which shall be equal to the product of:

(i)

the current market price of Boeing Common Stock; and

(ii)

the number of shares of Boeing Common Stock outstanding immediately prior to the time such tender or exchange offer expires (without giving effect to the purchase or exchange of shares pursuant to such tender or exchange offer).

Any increase made pursuant to this clause (6) shall be made immediately following the determination of the current market price of Boeing Common Stock, but shall become retroactively effective immediately after 5:00 p.m., New York City time, on the expiration date. In the event that Boeing is, or one of Boeing’s subsidiaries is, obligated to purchase shares of Boeing Common Stock pursuant to any such tender offer or exchange offer, but Boeing is, or such subsidiary is, permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then each fixed conversation rate shall be decreased to be such fixed conversion rate that would then be in effect if such tender offer or exchange offer had not been made. Except as set forth in the preceding sentence, if the application of this clause (6) to any tender offer or exchange offer would result in a decrease

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in each fixed conversation rate, no adjustment shall be made for such tender offer or exchange offer under this clause (6). Because Boeing will make any increase to each fixed conversion rate pursuant to this clause (6) with retroactive effect, Boeing will delay the settlement of any conversion of Mandatory Convertible Preferred Stock where any date for determining the number of shares of Boeing Common Stock issuable upon such conversion occurs during the period for determining the current market price pursuant to this clause (6) until the second business day immediately following the last trading day of such period.

In cases where (i) the fair market value of the evidences of Boeing’s indebtedness, shares of capital stock, securities, rights to acquire Boeing’s capital stock, cash or other assets distributed per share of Boeing Common Stock as to which clause (4) above applies (except with respect to a spin-off), or (ii) the amount of cash distributed per share of Boeing Common Stock as to which clause (5) above applies, in each case, equals or exceeds the average VWAP per share of Boeing Common Stock over the ten consecutive trading day period ending on, and including, the trading day immediately preceding the ex-date of such distribution, rather than being entitled to an adjustment in each fixed conversion rate, holders of the Mandatory Convertible Preferred Stock will be entitled to receive (without having to convert their Mandatory Convertible Preferred Stock), at the same time and upon the same terms as holders of Boeing Common Stock, the kind and amount of the evidences of Boeing’s indebtedness, shares of capital stock, securities, rights to acquire Boeing’s capital stock, cash or other assets, as the case may be, comprising the distribution that such holder would have received if such holder had owned, immediately prior to the record date for determining the holders of Boeing Common Stock entitled to receive the distribution, for each share of Mandatory Convertible Preferred Stock, a number of shares of Boeing Common Stock equal to the maximum conversion rate in effect on the date of such distribution.

To the extent that Boeing has a rights plan in effect with respect to Boeing Common Stock on any conversion date, upon conversion of any shares of the Mandatory Convertible Preferred Stock, a converting holder will receive, in addition to Boeing Common Stock, the rights under the rights plan, unless, prior to such conversion date, the rights have separated from Boeing Common Stock, in which case each fixed conversion rate will be adjusted at the time of separation as if Boeing made a distribution to all holders of Boeing Common Stock as described in the portion of clause (4) above not relating to a spin-off, subject to readjustment in the event of the expiration, termination or redemption of such rights. Any distribution of rights or warrants pursuant to a rights plan that would allow a holder to receive upon conversion, in addition to any shares of Boeing Common Stock, the rights described therein (unless such rights or warrants have separated from Boeing Common Stock (in which case each fixed conversion rate will be adjusted at the time of separation as if Boeing made a distribution to all holders of Boeing Common Stock as described in the portion of clause (4) above not relating to a spin-off, subject to readjustment in the event of the expiration, termination or redemption of such rights)) shall not constitute a distribution of rights or warrants that would entitle such holder to an adjustment to the fixed conversion rates.

For the purposes of determining the adjustment to the fixed conversion rate for the purposes of:

•

clause (2), clause (4) in the event of an adjustment not relating to a spin-off and clause (5) above, the “current market price” of Boeing Common Stock is the average VWAP per share of Boeing Common Stock over the ten consecutive trading day period ending on, and including, (x) for purposes of clause (2) above, the trading day immediately preceding the announcement date of the relevant issuance and (y) for purposes of clause (4) in the event of an adjustment not relating to a spin-off and clause (5) above, the trading day immediately preceding the ex-date of the relevant distribution;

•

clause (4) above in the event of an adjustment relating to a spin-off, the “current market price” of Boeing Common Stock, capital stock or similar equity interest, as applicable (in the

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case of any capital stock or similar equity interest, determined by reference to the definition of “VWAP” as if references therein to Boeing Common Stock were to such capital stock or similar equity interest), is the average VWAP per share over the first ten consecutive trading days commencing on, and including, the ex-date of such distribution; and

•

clause (6) above, the “current market price” of Boeing Common Stock is the average VWAP per share of Boeing Common Stock over the ten consecutive trading day period commencing on, and including, the trading day immediately following the expiration date of the relevant tender or exchange offer.

The term “ex-date,” when used with respect to any issuance, dividend or distribution, means the first date on which the shares of Boeing Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from Boeing or, if applicable, from the seller of Boeing Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

In addition, Boeing may make such increases in each fixed conversion rate as Boeing deems advisable if the Boeing Board, or an authorized committee thereof, determines that such increase would be in Boeing’s best interest or in order to avoid or diminish any income tax to holders of Boeing Common Stock resulting from any dividend or distribution of shares of Boeing Common Stock (or issuance of rights or warrants to acquire shares of Boeing Common Stock) or from any event treated as such for income tax purposes or for any other reason. Boeing may only make such a discretionary adjustment if Boeing makes the same proportionate adjustment to each fixed conversion rate.

In the event of a taxable distribution to holders of Boeing Common Stock that results in an adjustment of each fixed conversion rate or an increase in each fixed conversion rate in Boeing’s discretion, beneficial owners of the Depositary Shares may, in certain circumstances, be deemed to have received a distribution subject to U.S. federal income tax as a dividend. In addition, a beneficial owner of Depositary Shares that is, for U.S. federal income tax purposes, a person (other than a partnership) that is not a U.S. Holder may, in certain circumstances, be deemed to have received a distribution subject to U.S. federal withholding tax requirements.

If Boeing (or an applicable withholding agent) is required to withhold on constructive distributions to a holder and pays the applicable withholding taxes, Boeing may, at its option, or an applicable withholding agent may, withhold such taxes from payments of cash or shares of Boeing Common Stock payable to such holder.

Adjustments to the fixed conversion rates will be calculated to the nearest 1/10,000th of a share. Prior to the first trading day of the final averaging period, no adjustment to a fixed conversion rate will be required unless the adjustment would require an increase or decrease of at least one percent in such fixed conversion rate. If any adjustment is not required to be made because it would not change the fixed conversion rates by at least one percent, then the adjustment will be carried forward and taken into account in any subsequent adjustment; provided, however, that Boeing will make such adjustments, regardless of whether such aggregate adjustments amount to one percent or more of the fixed conversion rates (x) on any early conversion date (including in connection with a fundamental change); (y) on the effective date of any fundamental change; and (z) on each trading day of the final averaging period.

No adjustments to the fixed conversion rates will be made if holders may participate (other than in the case of (x) a share subdivision or share combination or (y) a tender or exchange offer), at the same time, upon the same terms and otherwise on the same basis as holders of Boeing Common Stock and solely as a result of holding Mandatory Convertible Preferred Stock, in the transaction that would

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otherwise give rise to such adjustment without having to convert their Mandatory Convertible Preferred Stock and as if they held, for each share of Mandatory Convertible Preferred Stock, a number of shares of Boeing Common Stock equal to the maximum conversion rate then in effect.

The fixed conversion rates will not be adjusted except as provided above. Without limiting the foregoing, the fixed conversion rates will not be adjusted:

(a)

upon the issuance of any Boeing Common Stock (or rights with respect thereto) pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on Boeing’s securities and the investment of additional optional amounts in Boeing Common Stock under any plan;

(b)

upon the issuance of any Boeing Common Stock or rights or warrants to purchase those shares pursuant to any present or future employee, director or consultant benefit or other incentive plan or program of or assumed by Boeing or any of Boeing’s subsidiaries;

(c)

upon the issuance of any Boeing Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date the Mandatory Convertible Preferred Stock were first issued;

(d)

for a change solely in the par value of Boeing Common Stock;

(e)

for sales of Boeing Common Stock for cash, including the sale of shares of Boeing Common Stock for a purchase price that is less than the applicable market price per share of Boeing Common Stock or less than the initial price or the threshold appreciation price, other than in a transaction described in clause (2) or clause (4) above;

(f)

for stock repurchases that are not tender or exchange offers, including pursuant to structured or derivative transactions;

(g)

as a result of a tender offer solely to holders of fewer than 100 shares of Boeing Common Stock;

(h)

as a result of a third-party tender or exchange offer, other than a tender or exchange offer by one of Boeing’s subsidiaries as described in clause (6) above; or

(i)

for accumulated and unpaid dividends on the Mandatory Convertible Preferred Stock, except as described above in the sections entitled “—Mandatory Conversion,” “—Conversion at the Option of the Holder” and “—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount” beginning on pages 164, 166 and 167 of this proxy statement/prospectus, respectively.

Boeing will, as soon as practicable after the fixed conversion rates are adjusted, provide or cause to be provided written notice of the adjustment to the holders of shares of Mandatory Convertible Preferred Stock. Boeing will also upon written request by a beneficial owner of the Depositary Shares deliver a statement setting forth in reasonable detail the method by which the adjustment to each fixed conversion rate was determined and setting forth each revised fixed conversion rate.

If an adjustment is made to the fixed conversion rates, an inversely proportional adjustment also will be made to the floor price. For the avoidance of doubt, if an adjustment is made to the fixed conversion rates, no separate inversely proportionate adjustment will be made to the initial price or the threshold appreciation price because the initial price is equal to $1,000 divided by the maximum conversion rate (as adjusted in the manner described herein) and the threshold appreciation price is equal to $1,000 divided by the minimum conversion rate (as adjusted in the manner described herein).

Whenever any provision of the Certificate of Designations establishing the terms of the Mandatory Convertible Preferred Stock requires Boeing to calculate the VWAP per share of Boeing Common

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Stock over a span of multiple days, the Boeing Board, or any authorized committee thereof, will make appropriate adjustments (including, without limitation, to the applicable market value, the early conversion average price, the stock price and the five-day average price, as the case may be) to account for any adjustments to the fixed conversion rates that become effective, or any event that would require such an adjustment if the record date, ex-date, effective date or expiration date, as the case may be, of such event occurs, during the relevant period used to calculate such prices or values, as the case may be.

If:

•

the record date for a dividend or distribution on Boeing Common Stock occurs after the end of the final averaging period and before the mandatory conversion date, and

•

that dividend or distribution would have resulted in an adjustment of the number of shares of Boeing Common Stock issuable to the holders of Mandatory Convertible Preferred Stock had such record date occurred on or before the last trading day of the final averaging period,

then Boeing will deem the holders of Mandatory Convertible Preferred Stock to be holders of record, for each share of Mandatory Convertible Preferred Stock that they hold, of a number of shares of Boeing Common Stock equal to the conversion rate for purposes of that dividend or distribution. In this case, the holders of the Mandatory Convertible Preferred Stock would receive the dividend or distribution on Boeing Common Stock together with the number of shares of Boeing Common Stock issuable upon mandatory conversion of the Mandatory Convertible Preferred Stock.

Recapitalizations, Reclassifications and Changes in Boeing Common Stock

In the event of:

•

any consolidation or merger of Boeing with or into another person (other than a merger or consolidation in which Boeing is the continuing corporation and in which the shares of Boeing Common Stock outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities or other property of Boeing or another person);

•

any sale, transfer, lease or conveyance to another person of all or substantially all of Boeing’s and Boeing’s subsidiaries’ consolidated property and assets;

•

any reclassification of Boeing Common Stock into securities, including securities other than Boeing Common Stock; or

•

any statutory exchange of Boeing’s securities with another person or binding share exchange (other than in connection with a merger or consolidation),

in each case, as a result of which Boeing Common Stock would be converted into, or exchanged for, securities, cash or property (each, a “reorganization event”), each share of Mandatory Convertible Preferred Stock outstanding immediately prior to such reorganization event shall, without the consent of the holders of the Mandatory Convertible Preferred Stock, become convertible into the kind of securities, cash and other property that such holder would have been entitled to receive if such holder had converted its Mandatory Convertible Preferred Stock into Boeing Common Stock immediately prior to such reorganization event (such securities, cash and other property, the “exchange property,” with each “unit of exchange property” meaning the kind and amount of exchange property that a holder of one share of Boeing Common Stock is entitled to receive). For purposes of the foregoing, the type and amount of exchange property in the case of any reorganization event that causes Boeing Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Boeing Common Stock in such reorganization event. Boeing will notify holders of the Mandatory Convertible

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Preferred Stock of such weighted average as soon as practicable after such determination is made. The number of units of exchange property Boeing will deliver upon conversion of each share of Mandatory Convertible Preferred Stock or as a payment of dividends on the Mandatory Convertible Preferred Stock, as applicable, following the effective date of such reorganization event will be determined as if references to Boeing Common Stock in the description of the conversion rate applicable upon mandatory conversion, conversion at the option of the holder or conversion at the option of the holder upon a fundamental change and/or the description of the relevant dividend payment provisions, as applicable, were to units of exchange property (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the date on which holders of the Mandatory Convertible Preferred Stock become holders of record of the underlying exchange property). For the purpose of determining which bullet of the definition of conversion rate will apply upon mandatory conversion, and for the purpose of calculating the conversion rate if the second bullet of such definition is applicable, the value of a unit of exchange property will be determined in good faith by the Boeing Board, or an authorized committee thereof, except that if a unit of exchange property includes common stock or ADRs that are traded on a U.S. national securities exchange, the value of such common stock or ADRs will be the average over the final averaging period of the volume-weighted average prices for such Boeing Common Stock or ADRs, as displayed on the applicable Bloomberg screen (as determined in good faith by the Boeing Board, or an authorized committee thereof), or, if such price is not available, the average market value per share of Boeing Common Stock or ADRs over such period as determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained by Boeing for this purpose. Boeing (or any of its successors) will, as soon as reasonably practicable (but in any event within 20 calendar days) after the occurrence of any reorganization event, provide written notice to the holders of Mandatory Convertible Preferred Stock of such occurrence and of the kind and amount of cash, securities or other property that constitute the exchange property. Failure to deliver such notice will not affect the operation of the provisions described in this section.

Reservation of Shares

Boeing will at all times reserve and keep available out of the authorized and unissued Boeing Common Stock or shares of Boeing Common Stock held in treasury by Boeing, solely for issuance upon conversion of the Mandatory Convertible Preferred Stock, free from any preemptive or other similar rights, the maximum number of shares of Boeing Common Stock as shall be issuable from time to time upon the conversion of all the shares of Mandatory Convertible Preferred Stock then outstanding (including, for the avoidance of doubt, the maximum additional conversion amount).

Depositary Shares

Boeing has deposited the shares of the Mandatory Convertible Preferred Stock represented by the Depositary Shares pursuant to a deposit agreement (the “deposit agreement”) among Boeing, Computershare Trust Company, N.A. and Computershare Inc., acting as joint bank depositary (the “bank depositary”), and the holders from time to time of the Depositary Shares.

General

Each Depositary Share represents a 1/20th interest in a share of the Mandatory Convertible Preferred Stock and will initially be evidenced by a global security, as defined and described in the section entitled “—Book-entry, Settlement and Clearance” beginning on page 185 of this proxy statement/prospectus. Subject to the terms of the deposit agreement, the Depositary Shares will be entitled to all rights, preferences, privileges and voting powers of the Mandatory Convertible Preferred Stock, as applicable, in proportion to the fraction of a share of the Mandatory Convertible Preferred Stock those Depositary Shares represent.

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In this section, references to “holders” of Depositary Shares mean those who have Depositary Shares registered in their own names on the books maintained by the bank depositary and not indirect holders who will own beneficial interests in Depositary Shares registered in the street name of, or issued in book-entry form through, DTC prior to the mandatory conversion of the Mandatory Convertible Preferred Stock.

Conversion

Because each Depositary Share represents a 1/20th interest in a share of the Mandatory Convertible Preferred Stock, a holder of Depositary Shares may elect to convert Depositary Shares only in lots of 20 Depositary Shares, either on an early conversion date at the minimum conversion rate of 0.2914 shares of Boeing Common Stock per Depositary Share, subject to adjustment, or during a fundamental change conversion period at the fundamental change conversion rate, as described below. For a description of the terms and conditions on which the Mandatory Convertible Preferred Stock is convertible at the option of holders of Mandatory Convertible Preferred Stock, see the sections entitled “Description of Mandatory Convertible Preferred Stock—Conversion at the Option of the Holder” and “Description of Mandatory Convertible Preferred Stock—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount” beginning on pages 166 and 167 of this proxy statement/prospectus, respectively.

The following table sets forth the fundamental change conversion rate per Depositary Share, subject to adjustment as described under the section titled “Description of Mandatory Convertible Preferred Stock—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount” beginning on page 167 of this proxy statement/prospectus, based on the effective date of the fundamental change and the stock price in the fundamental change:


	Stock Price
Effective Date	$100.00		$110.00		$120.00		$130.00		$142.98		$150.00		$160.00		$171.59		$180.00		$190.00		$200.00		$210.00
October 31, 2024		0.3180		0.3143		0.3110		0.3080		0.3047		0.3031		0.3010		0.2990		0.2977		0.2964		0.2952		0.2942
October 15, 2025		0.3256		0.3213		0.3173		0.3136		0.3093		0.3072		0.3046		0.3019		0.3003		0.2986		0.2971		0.2958
October 15, 2026		0.3371		0.3324		0.3274		0.3223		0.3161		0.3130		0.3090		0.3050		0.3026		0.3001		0.2981		0.2964
October 15, 2027		0.3497		0.3497		0.3497		0.3497		0.3497		0.3333		0.3125		0.2914		0.2914		0.2914		0.2914		0.2914

The exact stock price and effective date may not be set forth in the table, in which case:

•

if the stock price is between two stock prices on the table or the effective date is between two effective dates on the table, the fundamental change conversion rate per Depositary Share will be determined by straight-line interpolation between the fundamental change conversion rates per Depositary Share set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day or 366-day year, as applicable;

•

if the stock price is less than $100.00 per share (subject to adjustment in the same manner as the column headings of the table above), then the fundamental change conversion rate per Depositary Share will be the maximum conversion rate, divided by 20.

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On any conversion date for the Mandatory Convertible Preferred Stock, each Depositary Share corresponding to the shares of the Mandatory Convertible Preferred Stock so converted will be entitled to receive 1/20th of the number of shares of Boeing Common Stock and the amount of any cash received by the bank depositary upon conversion of each share of the Mandatory Convertible Preferred Stock.

The following table illustrates the conversion rate per Depositary Share, subject to adjustment as described in the section entitled “Description of Mandatory Convertible Preferred Stock—Anti-dilution Adjustments” beginning on page 172 of this proxy statement/prospectus, based on the applicable market value of Boeing Common Stock:


Applicable market value of Boeing Common Stock		Conversion rate per Depositary Share
Greater than the threshold appreciation price		0.2914 shares of Boeing Common Stock

Equal to or less than the threshold appreciation price but greater than or equal to the initial price		Between 0.2914 and 0.3497 shares of Boeing Common Stock, determined by dividing $50 by the applicable market value

Less than the initial price		0.3497 shares of Boeing Common Stock

After delivery of Boeing Common Stock by the transfer agent to the bank depositary following conversion of the Mandatory Convertible Preferred Stock, the bank depositary will transfer the proportional number of shares of Boeing Common Stock to the holders of Depositary Shares by book-entry transfer through DTC or, if the holders’ interests are in certificated depositary receipts, by delivery of common stock certificates for such number of shares of Boeing Common Stock.

If Boeing (or an applicable withholding agent) is required to withhold on distributions of Boeing Common Stock in respect of dividends in arrears or in respect of the net present value of future dividends to a holder and pay the applicable withholding taxes, Boeing may, at its option, or an applicable withholding agent may, withhold such taxes from payments of cash or shares of Boeing Common Stock payable to such holder.

Fractional Shares

No fractional shares of Boeing Common Stock will be issued to holders of the Depositary Shares upon conversion. In lieu of any fractional shares of Boeing Common Stock otherwise issuable in respect of the aggregate number of Depositary Shares of any holder that are converted, that holder will be entitled to receive an amount in cash (computed to the nearest cent) equal to the product of: (i) that same fraction; and (ii) the average VWAP per share of Boeing Common Stock over the five consecutive trading day period ending on, and including, the second trading day immediately preceding the conversion date.

If more than one Depositary Share is surrendered for, or subject to, conversion at one time by or for the same holder, the number of shares of Boeing Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of Depositary Shares so surrendered for, or subject to, conversion.

Dividends and Other Distributions

Each dividend paid on a Depositary Share will be in an amount equal to 1/20th of the dividend paid on the related share of the Mandatory Convertible Preferred Stock. So long as the Depositary Shares are held of record by the nominee of DTC, declared cash dividends in respect of the Depositary Shares will be paid to DTC in same-day funds on each dividend payment date. DTC will credit accounts of its participants in accordance with DTC’s normal procedures. The participants will be responsible for holding or disbursing such payments to beneficial owners of the Depositary Shares in accordance with the instructions of such beneficial owners.

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The bank depositary will deliver any cash or shares of Boeing Common Stock it receives in respect of dividends on the Mandatory Convertible Preferred Stock to the holders of the Depositary Shares in such amounts as are, as nearly as practicable, in proportion to the number of outstanding Depositary Shares held by such holders, on the date of receipt or as soon as practicable thereafter.

The dividend payable on the first dividend payment date, if declared, is expected to be $0.625 per Depositary Share, and the dividend payable on each subsequent dividend payment date, if declared, is expected to be $0.75 per Depositary Share.

Record dates for the payment of dividends and other matters relating to the Depositary Shares will be the same as the corresponding record dates for the Mandatory Convertible Preferred Stock.

No fractional shares of Boeing Common Stock will be delivered to the holders of the Depositary Shares in respect of dividends. Each holder that would otherwise be entitled to a fraction of a share of Boeing Common Stock will instead be entitled to receive a cash adjustment (computed to the nearest cent) based on the average VWAP per share of Boeing Common Stock over the five consecutive trading day period ending on, and including, the second trading day immediately preceding the applicable dividend payment date.

The amount paid as dividends or otherwise distributable by the bank depositary with respect to the Depositary Shares or the underlying Mandatory Convertible Preferred Stock will be reduced by any amounts required to be withheld by Boeing or the bank depositary on account of taxes or other governmental charges. The bank depositary may refuse to make any payment or distribution, or any transfer, exchange, or withdrawal of any Depositary Shares or the shares of the Mandatory Convertible Preferred Stock until such taxes or other governmental charges are paid.

No Redemption

Boeing may not redeem the Depositary Shares. However, at Boeing’s option, Boeing may purchase the Depositary Shares from time to time in the open market, by tender offer, exchange offer or otherwise.

Voting the Mandatory Convertible Preferred Stock

Because each Depositary Share represents a 1/20th interest in a share of the Mandatory Convertible Preferred Stock, holders of depositary receipts will be entitled to 1/20th of a vote per share of Mandatory Convertible Preferred Stock under those circumstances in which holders of the Mandatory Convertible Preferred Stock are entitled to a vote, as described in the section entitled “Description of Mandatory Convertible Preferred Stock—Voting Rights” beginning on page 162 of this proxy statement/prospectus.

When the bank depositary receives notice of any meeting at which the holders of the Mandatory Convertible Preferred Stock are entitled to vote, the bank depositary will mail the notice to the record holders of the Depositary Shares relating to the Mandatory Convertible Preferred Stock. Each record holder of Depositary Shares on the record date (which will be the same date as the record date for the Mandatory Convertible Preferred Stock) may instruct the bank depositary as to how to vote the amount of the Mandatory Convertible Preferred Stock represented by such holder’s Depositary Shares in accordance with these instructions. The bank depositary will endeavor, insofar as practicable, to vote the amount of the preferred stock represented by such Depositary Shares in accordance with these instructions, and Boeing will take all actions the bank depositary deems necessary in order to enable the bank depositary to do so. The bank depositary will abstain from voting shares of the Mandatory Convertible Preferred Stock to the extent it does not receive specific instructions from the holders of Depositary Shares representing the Mandatory Convertible Preferred Stock.

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Modification, Amendment and Termination

Without the consent of the holders of the Depositary Shares, Boeing may amend, alter or supplement the deposit agreement or any certificate representing the Depositary Shares for the following purposes:

•

to cure any ambiguity, omission, inconsistency or mistake in any such agreement or instrument;

•

to make any provision with respect to matters or questions relating to the Depositary Shares that is not inconsistent with the provisions of the deposit agreement and that does not materially and adversely affect the rights, preferences, privileges or voting powers of any holder of the Depositary Shares;

•

to make any change reasonably necessary, in Boeing’s reasonable determination, to reflect each Depositary Share’s representation of 1/20th of a share of the Mandatory Convertible Preferred Stock;

•

to make any change reasonably necessary, in Boeing’s reasonable determination, to comply with the procedures of the bank depositary and that does not materially and adversely affect the rights, preferences, privileges or voting powers of any holder of the Depositary Shares; or

•

to make any other change that does not materially and adversely affect the rights, preferences, privileges or voting powers of any holder of the Depositary Shares (other than any holder that consents to such change).

With the consent of the record holders of at least a majority of the aggregate number of Depositary Shares then outstanding, the Depositary Shares and any provisions of the deposit agreement may at any time and from time to time be amended, altered or supplemented by agreement between Boeing and the bank depositary; provided that, without the consent of each record holder of an outstanding Depositary Share affected, no such amendment, alteration or supplement will:

•

reduce the number of Depositary Shares the record holders of which must consent to an amendment, alteration or supplement of the Depositary Shares or the deposit agreement;

•

reduce the amount payable or deliverable in respect of the Depositary Shares or extend the stated time for such payment or delivery;

The Boeing Company (BA) 424B3Prospectus supplement