Published
# Boeing (BA) — Material Events from SEC Filings Covering Current Reports on Form 8-K from April 2025 through August 2026, plus closing details that appear only in the periodic reports. ## Filings that contain financial statements Boeing is a domestic filer, so its audited and interim statements live in the Form 10-K and Form 10-Q. In addition, each quarterly earnings press release furnished as Exhibit 99.1 to a Form 8-K carries a full set of unaudited statements — Consolidated Statements of Operations, Consolidated Statements of Financial Position, Consolidated Statements of Cash Flows, segment data, deliveries and backlog, and a non-GAAP reconciliation. Anyone tracing a figure to a source filing can use these: - **Accession 0001628280-26-049929** (Form 8-K filed July 28, 2026) — second quarter 2026 and the six months ended June 30, 2026, with the June 30, 2026 balance sheet compared to December 31, 2025. Note that the cash flow statement in this release is presented for the six months only; the three-month figures for the quarter (operating cash flow of $1,364 million, free cash flow of $631 million) appear in the release's summary cash flow table rather than in the statement itself. - **Accession 0001628280-26-026391** (Form 8-K filed April 22, 2026) — first quarter 2026, three months ended March 31, 2026, including a three-month cash flow statement. - **Accession 0001628280-26-003518** (Form 8-K filed January 27, 2026) — fourth quarter and full year 2025, with the December 31, 2025 balance sheet and a twelve-month cash flow statement. These are the pre-10-K furnished figures for 2025. - **Accession 0001628280-25-046915** (Form 8-K filed October 29, 2025) — third quarter 2025 and the nine months ended September 30, 2025. - **Accession 0000012927-25-000058** (Form 8-K filed July 29, 2025) — second quarter 2025 and the six months ended June 30, 2025. ## Results and operating trajectory **July 28, 2026 — Second quarter 2026 results** (accession 0001628280-26-049929). Revenue of $24,560 million, up 8% year over year on 171 commercial deliveries. GAAP loss from operations turned positive at $156 million against a $176 million loss a year earlier; net loss attributable to shareholders narrowed to $444 million from $611 million, and diluted loss per share to ($0.67) from ($0.92). Operating cash flow was $1,364 million and free cash flow $631 million, both sharply improved. Total backlog reached a record $715 billion, including over 6,200 commercial airplanes. Defense, Space & Security recorded $280 million of losses on the VC-25B program, tied to additional production and certification resources, with first delivery still anticipated in 2028. The 737 program began transitioning to a 47-per-month rate and activated low-rate initial production on the 737 North Line in July; certification flight testing was completed on both the 737-7 and 737-10, with certification anticipated in 2026 and first delivery in 2027. The 777X program received FAA approval for Type Inspection Authorization 4B, with first delivery still anticipated in 2027. Cash and marketable securities were $20.0 billion against consolidated debt of $45.9 billion. **April 22, 2026 — First quarter 2026 results** (accession 0001628280-26-026391). Revenue of $22,217 million on 143 deliveries, earnings from operations of $448 million and a net loss attributable to shareholders of $4 million. Operating cash flow was negative $179 million and free cash flow negative $1,454 million, reflecting $1,275 million of capital spending. Cash and marketable securities fell to $20.9 billion from $29.4 billion and consolidated debt to $47.2 billion from $54.1 billion, reflecting $6,950 million of debt repayments in the quarter. **January 27, 2026 — Fourth quarter and full year 2025 results** (accession 0001628280-26-003518). Fourth quarter revenue of $23,948 million and full year revenue of $89,463 million, with 600 commercial deliveries — the highest annual total since 2018. Full year GAAP earnings from operations were $4,281 million and net earnings attributable to shareholders $2,235 million ($2.48 diluted), swinging from a $10,707 million operating loss in 2024. The result was dominated by a $9.6 billion gain on the Digital Aviation Solutions sale, which the company said increased fourth quarter earnings per share by $11.83. Full year operating cash flow was $1,065 million and free cash flow negative $1,877 million. Backlog closed the year at a record $682 billion. **October 29, 2025 — Third quarter 2025 results** (accession 0001628280-25-046915). Revenue of $23,270 million on 160 deliveries, but a $4,781 million operating loss driven by a $4.9 billion pre-tax charge on the 777X program after the company pushed its assessment of 777-9 certification out to a 2027 first delivery. Net loss attributable to shareholders was $5,337 million, or ($7.14) per diluted share. The company also disclosed that it had jointly agreed with the FAA in October to raise 737 production to 42 per month from a stabilized 38. **July 29, 2025 — Second quarter 2025 results** (accession 0000012927-25-000058). Revenue of $22,749 million on 150 deliveries, an operating loss of $176 million and a net loss attributable to shareholders of $611 million, or ($0.92) per diluted share. The 737 program reached 38 per month in the quarter. ## Portfolio transactions **December 8, 2025 — Spirit AeroSystems acquisition completed** (accession 0001628280-25-055825). Boeing announced it had completed its acquisition of Spirit AeroSystems Holdings, Inc., closing a transaction pursuant to the June 30, 2024 merger agreement. The acquisition brought in Spirit's Boeing-related commercial operations — 737 fuselages and major structures for the 767, 777 and 787 — along with Spirit's aftermarket business, which becomes Boeing's largest in-house spare parts source and expands its maintenance, repair and overhaul footprint. Spirit's defense programs were established as Spirit Defense, a non-integrated subsidiary of Boeing Defense, Space & Security with independent governance. Portions of the Belfast, Northern Ireland operations were also acquired and operate as Short Brothers, a Boeing Company. Approximately 15,000 employees across Wichita, Dallas, Tulsa, Prestwick and Belfast joined Boeing. The financial terms of the closing are not in the 8-K; they appear in the periodic reports. The Form 10-Q for the quarter ended June 30, 2026 (accession 0001628280-26-050038) states total consideration of $8,389 million, comprising $4,704 million of Boeing common stock exchanged for Spirit stock, $2,589 million settling loans and advances to Spirit, $948 million of debt repaid on Spirit's behalf, $109 million of premium on assumed Spirit exchangeable notes and $39 million for exchanged share-based awards. The preliminary purchase price allocation carries provisional goodwill of $10,278 million assigned to Commercial Airplanes, $3,279 million of assumed long-term debt, and $1,520 million of accrued liabilities for the fair value of off-market customer contracts. The allocation remains preliminary and will be finalized no later than December 2026. **April 22, 2025 — Digital Aviation Solutions sale signed** (accession 0001193125-25-093515). Boeing entered a Membership Interest Purchase Agreement to sell portions of its Digital Aviation Solutions business — the Jeppesen, ForeFlight, AerData and OzRunways assets — to Thoma Bravo for $10.55 billion in cash, subject to customary purchase price adjustments. The buyer owed a $844.0 million termination fee in specified circumstances. Boeing framed the sale as part of a strategy to focus on core businesses, supplement the balance sheet and prioritize its investment grade credit rating, and said it would retain core digital capabilities covering fleet maintenance, diagnostics and repair. **October 31, 2025 — Digital Aviation Solutions sale closed.** The closing itself was not the subject of a separate 8-K. The Form 10-K for 2025 (accession 0001628280-26-004357) records that Boeing closed the sale on October 31, 2025 for proceeds of $10,550 million, producing a gain of $9,566 million recorded in Gain on dispositions, net. The transaction reduced Global Services margins in subsequent periods: the company cited the divestiture as a drag on that segment's operating margin in both the first and second quarters of 2026. ## Capital structure and liquidity **August 24, 2026 — Credit facilities renewed and extended** (accession 0001628280-26-059427). Boeing entered a new $3.0 billion, 364-day revolving credit agreement with Citibank and JPMorgan as joint lead arrangers, replacing the prior $3.0 billion 364-day facility that was set to terminate the same day. The new facility terminates August 23, 2027, with rights to term out borrowings and to request a 364-day extension. On the same date Boeing amended and extended both of its five-year facilities by an additional 365 days: the $4.0 billion 2024 agreement now terminates May 15, 2030 and the $3.0 billion 2023 agreement now terminates August 24, 2029. The new 364-day agreement carries the same terms as the facility it replaces, including a covenant requiring Boeing to maintain at least $5.0 billion of liquidity and a restriction on consolidated debt above 60% of total capital. The amendments to the two five-year agreements added that $5.0 billion liquidity covenant to those facilities for the first time, leaving them otherwise subject to the same material terms previously disclosed. Commitment fees on the new 364-day facility run 0.125%–0.300% and SOFR borrowings price at Term SOFR plus 1.250%–1.700%, in each case depending on Boeing's credit rating. Across the recent earnings releases Boeing has reported $10.0 billion of credit facilities that remain undrawn. **August 25, 2025 — Prior 364-day facility** (accession 0000012927-25-000064). The predecessor $3.0 billion, 364-day revolving credit agreement was entered on this date, replacing a $3.0 billion three-year facility and carrying the same pricing grid and the $5.0 billion liquidity covenant. ## Legal and regulatory **May 29, 2025 — Non-Prosecution Agreement with the Department of Justice** (accession 0000012927-25-000041). Boeing entered a Non-Prosecution Agreement resolving, subject to court proceedings, the Department's determination that Boeing had not fulfilled its obligations under the January 6, 2021 Deferred Prosecution Agreement. The agreement carries a $487.2 million overall criminal monetary penalty, of which $243.6 million was paid in 2021 and the remaining $243.6 million had already been expensed in 2024. Boeing additionally agreed to pay $444.5 million in further compensation to the heirs and beneficiaries of those who died in the Lion Air Flight 610 and Ethiopian Airlines Flight 302 accidents, to invest $455.0 million in compliance, safety and quality programs over the term, and to retain an independent compliance consultant. The term runs two years from the date the consultant is retained. The Department agreed not to further criminally prosecute Boeing for the conduct described, provided Boeing performs its obligations. ## Management and board **August 19, 2026 — Controller succession** (accession 0001628280-26-058481). The board appointed Ryan L. Shedd, 41, as Senior Vice President and Controller and principal accounting officer, effective the first business day after Boeing files its Form 10-K for the year ending December 31, 2026. Shedd joins in September 2026 as Senior Vice President, Finance, and comes from Ernst & Young LLP, where he had been an Assurance Partner since July 2021. He succeeds Michael J. Cleary, who has been Controller since March 2023 and plans to retire in 2027 after more than two decades of service. **June 29, 2025 — New Chief Financial Officer** (accession 0000012927-25-000050). The board elected Jesus (Jay) Malave, 56, as Executive Vice President and Chief Financial Officer effective August 15, 2025, succeeding Brian J. West, who moved to Special Advisor to the Chief Executive Officer. Malave was CFO of Lockheed Martin from January 2022 to April 2025 and before that CFO of L3Harris Technologies. His package includes a $1,050,000 base salary, a $1,500,000 cash award and $9.5 million of equity to offset forfeited Lockheed awards, and a further $7,000,000 cash award tied to vested Lockheed shares he forfeited under a non-competition settlement. Boeing agreed to pay Lockheed $2,000,000 for a release of claims, and Malave accepted restrictions on his involvement in Defense, Space & Security and in matters where Lockheed is a competitor or counterparty, running variously through 2025, April 2026 and April 2027. **December 1, 2025 — Board addition** (accession 0001628280-25-055122). The board elected Bradley D. Tilden, 64, former chairman, president and CEO of Alaska Air Group, as a director effective December 3, 2025, serving on the Aerospace Safety and Finance committees. He became the twelfth board member and the tenth new director added since 2019. ## Shareholder meetings **April 17, 2026 — 2026 Annual Meeting** (accession 0001628280-26-025684). All twelve director nominees were elected, with Robert A. Bradway drawing the largest opposition at 51.7 million votes against. Say-on-pay passed with 484.1 million for and 55.6 million against. Deloitte & Touche LLP was ratified as independent auditor for 2026. A shareholder proposal for a board committee on disability access was defeated decisively; a proposal for action by written consent drew notable support at 214.2 million for against 325.3 million opposed. **April 24, 2025 — 2025 Annual Meeting** (accession 0000012927-25-000034). All eleven director nominees were elected, say-on-pay passed, Deloitte & Touche LLP was ratified for 2025, and shareholder proposals on diversity-related risk reporting and a civil rights audit were both defeated. ## Items not reflected in the filings Boeing does not issue formal revenue or earnings guidance in its earnings releases, so no guidance raise or cut appears in any of these filings. The company instead frames its outlook through program milestones — 737 rate transitions, 737-7 and 737-10 certification in 2026 with first delivery in 2027, 777-9 first delivery in 2027, and VC-25B first delivery in 2028 — each of which is restated or revised quarter to quarter. No 8-K in this window reports a common stock dividend, a share repurchase authorization, a stock split, or a new equity offering. Boeing continues to pay dividends on its 6.00% Series A mandatory convertible preferred stock ($172 million in the first half of 2026) but pays no common dividend.