Form 8-A12B - Registration of securities [Section 12(b)]

The Boeing Company

Date: October 31, 2024

/s/ John C. Demers

Name: John C. Demers

Title: Vice President, Assistant General Counsel and Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

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)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class

to Be Registered

Name of Each Exchange on Which

Each Class Is to Be Registered

Depositary Shares, each representing a 1/20th interest in a share of 6.00% Series A Mandatory Convertible Preferred Stock, par value $1.00

New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

333-282628

Securities to be registered pursuant to Section 12(g) of the Act:

None

Item 1. Description of Registrant’s Securities to be Registered.

The securities to be registered hereby are the depositary shares (the “Depositary Shares”), each representing a 1/20th interest in a share of 6.00% Series A Mandatory Convertible Preferred Stock, par value $1.00 per share and liquidation preference $1,000 per share (the “Mandatory Convertible Preferred Stock”), of The Boeing Company, a Delaware corporation (the “Company”). The descriptions of the terms of the Depositary Shares and the underlying Mandatory Convertible Preferred Stock set forth under the headings “Description of Depositary Shares” and “Description of Mandatory Convertible Preferred Stock,” respectively, in the Company’s Prospectus Supplement, dated October 28, 2024, to the Prospectus, dated October 22, 2024, forming a part of the Company’s Registration Statement on Form S-3 (File No. 333-282628), filed under the Securities Act of 1933, as amended, are hereby incorporated herein by reference.

Item 2. Exhibits.

Exhibits


Exhibit Number		Description

3.1		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)

3.2		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)

3.3		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)

4.1		Form of Certificate for the 6.00% Series A Mandatory Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated October 28, 2024)

4.2		Deposit Agreement, dated as of October 31, 2024, among The Boeing Company, Computershare Inc. and Computershare Trust Company, N.A., acting jointly as Depositary, and the holders from time to time of the depositary receipts described therein (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated October 28, 2024)

4.3		Form of Depositary Receipt for the Depositary Shares (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K dated October 28, 2024)

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.