BA Form 4: 390 phantom stock units awarded to director, deferred payout

Rhea-AI Filing Summary

Harris Stayce D., a director of The Boeing Company (BA), reported receiving 390 phantom stock units on 10/01/2025. The Form 4 shows the units were granted in lieu of director cash compensation and carry a $0.0000 price. Each phantom unit converts to one share of common stock on a 1-for-1 basis, and under Boeing's Deferred Compensation Plan for Directors these units will be distributed as shares after the reporting person’s termination of service as a director. Following this transaction the reporting person beneficially owns 7,897.639 shares of common stock (direct ownership).

Positive

• 390 phantom stock units awarded in lieu of director cash compensation
• Phantom units convert 1-for-1 into common stock, providing clear conversion terms
• Units are deferred under the company's Deferred Compensation Plan, delaying share distribution until termination

Negative

• Price reported as $0.0000, indicating a grant rather than a market purchase (no cash received by issuer)
• Distribution contingent on termination, so the exact timing of share conversion and potential dilution is unspecified

Insights

Corporate Governance Analyst

Grant of 390 phantom units replaces cash pay; payment deferred until termination.

The filing documents a non‑cash director compensation event: 390 phantom stock units were awarded on 10/01/2025 in lieu of cash. The units carry a reported price of $0.0000 because they are a grant rather than a market purchase.

Under the referenced Deferred Compensation Plan, these phantom units convert 1-for-1 into common shares and are distributed only after the director leaves service, so there is no immediate share issuance to the market.

Shareholder Dilution Specialist

Phantom units are convertible to shares but distribution is deferred, so near-term dilution is limited.

The units are convertible into 390 shares upon distribution, which is tied to termination of service. Because the grant is deferred, there is no immediate change in outstanding shares reported here.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Harris Stayce D.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	390	$0.00	--

Holdings After Transaction: Phantom Stock Units — 7,897.639 shares (Direct)

Footnotes (1)

1. Phantom stock units are convertible into common stock on a 1-for-1 basis. Phantom stock units awarded or acquired in lieu of director cash compensation. Pursuant to The Deferred Compensation Plan for Directors of The Boeing Company, phantom stock units are distributed as shares of common stock after the reporting person's termination of services as a director.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Harris Stayce D.

(Last) (First) (Middle)

929 LONG BRIDGE DRIVE

(Street)

ARLINGTON VA 22202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BOEING CO [ BA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units	$0.0000(1)	10/01/2025		A		390(2)		(3)	(3)	Common Stock	390	$0.0000	7,897.639	D

Explanation of Responses:

1. Phantom stock units are convertible into common stock on a 1-for-1 basis.

2. Phantom stock units awarded or acquired in lieu of director cash compensation.

3. Pursuant to The Deferred Compensation Plan for Directors of The Boeing Company, phantom stock units are distributed as shares of common stock after the reporting person's termination of services as a director.

Remarks:

Exhibit 24: Power of Attorney attached herewith.

	/s/ Dana Kumar, Attorney-in-Fact	10/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the Form 4 for Boeing (BA) filed by Harris Stayce D. report?

The Form 4 reported an award of 390 phantom stock units on 10/01/2025, granted in lieu of director cash compensation and convertible 1-for-1 into common shares.

When will the 390 phantom units convert into Boeing common stock?

Per the filing, phantom units are distributed as shares after the reporting person’s termination of services as a director under the Deferred Compensation Plan.

Did the director pay for the phantom units?

No. The filing shows a $0.0000 price, indicating the units were granted rather than purchased.

How many shares does the reporting person own after the transaction?

The Form 4 reports beneficial ownership of 7,897.639 shares following the reported transaction.

Are these phantom units treated as immediate dilution to Boeing's outstanding shares?

No. The units are deferred and distributed upon termination, so there is no immediate share issuance recorded in this filing.