[S-8] Boeing Company Employee Benefit Plan Registration

Rhea-AI Filing Summary

Boeing (BA) filed a Form S-8 on 29 Jul 2025 to register 30 million additional common shares (par $5.00) for issuance under the company’s renamed Boeing Company 401(k) Retirement Plan. The statement relies on General Instruction E, incorporating four earlier S-8 filings (2003-2021) that cover prior share authorizations.

The registration enlarges the share pool available to employees for salary-deferral investment. At a hypothetical $200 market price, the new allotment equates to $6 billion in potential equity and roughly 5 % of Boeing’s ~603 million shares outstanding, creating a modest future dilution risk if newly issued rather than re-issued from treasury stock. Boeing will receive cash only when plan participants purchase newly issued shares; no proceeds result from treasury share reallocation.

The filing is procedural and contains customary exhibits (legal opinion, auditor consent, power of attorney). It bears signatures of CFO Brian J. West, CEO Robert K. Ortberg and the full board, confirming compliance with Securities Act requirements. No financial performance metrics, guidance, or transactional details are disclosed.

Positive

• Supports employee ownership by expanding shares available under the 401(k) plan, fostering alignment between workforce and shareholders.
• Governance transparency shown through full board authorization and inclusion of standard legal and audit consents.

Negative

• Potential dilution of up to ~5 % if all 30 M shares are newly issued rather than drawn from treasury.
• Share overhang could weigh on valuation if the market anticipates incremental supply.

Insights

Securities Analyst

TL;DR: Routine S-8 adds 30 M shares for 401(k); minor dilution risk, otherwise neutral.

The registration simply refreshes Boeing’s employee benefit share pool. 30 M shares (~5 % O/S) is sizable but issued gradually via plan purchases. Unless Boeing opts for primary issuance, near-term dilution is limited; treasury stock usage would be non-dilutive. No cash flow or earnings impact is disclosed, so market reaction should be muted.

Corporate Governance Expert

TL;DR: Filing underscores commitment to employee ownership; board oversight intact.

Updating the 401(k) plan aligns with competitive compensation practices and can strengthen employee alignment. Full board and officer signatures and the inclusion of legal and audit consents demonstrate governance rigor. There are no red flags regarding executive enrichment or preferential terms.

As filed with the Securities and Exchange Commission on July 29, 2025

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THE BOEING COMPANY

(Exact name of registrant as specified in its charter)

Delaware		91-0425694
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
929 Long Bridge Drive, Arlington, VA		22202
(Address of Principal Executive Offices)		(Zip Code)

The Boeing Company 401(k) Retirement Plan (f/k/a The Boeing Company Voluntary Investment Plan)

(Full title of the plans)

John C. Demers

Vice President, Assistant General Counsel and Corporate Secretary

The Boeing Company

929 Long Bridge Drive, Arlington, VA 22202

(Name and address for agent for service)

(703) 465-3500

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed with the United States Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 30,000,000 shares of the common stock, par value $5.00 per share (“Common Stock”), of The Boeing Company (the “Company”) that may be offered and sold under The Boeing Company 401(k) Retirement Plan, formerly known as The Boeing Company Voluntary Investment Plan. In accordance with General Instruction E of Form S-8, the contents of the Company’s previously filed (i) Registration Statement on Form S-8 (Registration No. 333-107677) filed with the Commission on August 5, 2003, (ii) Registration Statement on Form S-8 (Registration No. 333-140837) filed with the Commission on February 22, 2007, (iii) Registration Statement on Form S-8 (Registration No. 333-163637) filed with the Commission on December 10, 2009, and (iv) Registration Statement on Form S-8 (Registration No. 333-252770) filed with the Commission on February 5, 2021 are hereby incorporated by reference herein to the extent not otherwise amended or superseded by the contents hereof.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5. Interests of Named Experts and Counsel.

The opinion of counsel for the Company as to the validity of the securities registered hereunder is given by John C. Demers, Vice President, Assistant General Counsel and Corporate Secretary for the Company. Mr. Demers is regularly employed by the Company, owns shares of Common Stock and participates in and holds equity awards under certain of the Company’s compensation plans.

Item 8. Exhibits.

Exhibit Number		Description
4.1		Amended and Restated Certificate of Incorporation of The Boeing Company, dated May  5, 2006 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, dated May 1, 2006)
4.2		By-Laws of The Boeing Company, as amended and restated effective August  29, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, dated August 29, 2023)
4.3		Certificate of Designations, filed with the Secretary of State of the State of Delaware and effective October  31, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, dated October 28, 2024)
5.1*		Opinion of Counsel
15.1*		Awareness Letter of Independent Registered Public Accounting Firm
23.1*		Consent of Independent Registered Public Accounting Firm
23.2*		Consent of Counsel (included in Exhibit 5.1)
24.1*		Power of Attorney
107*		Filing Fee Table

* Filed herewith

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Arlington, Commonwealth of Virginia on the 29th day of July, 2025.

The Boeing Company
By:		/s/ Brian J. West
		Name:		Brian J. West
		Title:		Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 29th day of July, 2025.

Signature		Title
/s/ Robert K. Ortberg Robert K. Ortberg		President and Chief Executive Officer and Director (Principal Executive Officer)
/s/ Brian J. West Brian J. West		Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Michael J. Cleary Michael J. Cleary		Senior Vice President and Controller (Principal Accounting Officer)
* Steven M. Mollenkopf		Chair of the Board
* Robert A. Bradway		Director
* Mortimer J. Buckley		Director
* Lynne M. Doughtie		Director
* David L. Gitlin		Director
* Lynn J. Good		Director
* Stayce D. Harris		Director
* Akhil Johri		Director
* David L. Joyce		Director
* John M. Richardson		Director

* The undersigned by signing her name hereto, signs and executes this Registration Statement pursuant to the Power of Attorney executed by the above-named signatories and filed with the Securities and Exchange Commission as Exhibit 24.1 hereto.

By:		/s/ Dana E. Kumar
		Dana E. Kumar
		Attorney-in-Fact

FAQ

Why did Boeing (BA) file a Form S-8 on July 29 2025?

To register 30 million additional shares for its Boeing Company 401(k) Retirement Plan.

How many Boeing shares are being registered under the new S-8?

The filing covers 30 million common shares, par value $5.00.

Will the new share registration dilute existing BA shareholders?

Dilution may occur only if Boeing issues new shares; re-issuance of treasury stock would be non-dilutive.

Does the S-8 generate cash for Boeing?

Boeing receives proceeds only when plan participants buy newly issued shares; treasury stock re-allocation yields no new cash.

Are there any financial results or guidance in this filing?

No. The document is limited to registering shares and does not include earnings, revenue, or guidance information.