Boeing (NYSE: BA) CEO granted new time-based stock units

Rhea-AI Filing Summary

Ortberg Robert Kelly reported acquisition or exercise transactions in this Form 4 filing.

Boeing President & CEO Robert Kelly Ortberg reported receiving two equity awards of the company’s common stock. On February 17, 2026, he was granted 41,498 restricted stock units and a separate award of 16,599 restricted stock units, both at no cash cost to him.

The first grant consists of units vesting in installments on February 17, 2027, February 17, 2028, and February 20, 2029, settling one-for-one in Boeing shares. The second grant vests and settles on February 20, 2029, and the vested shares generally may not be sold until the earlier of two years after vesting or the end of his employment. Following these awards, he directly holds 140,944.508 Boeing shares.

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

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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^*

Ortberg Robert Kelly

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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
Common Stock	02/17/2026		A		41,498(1)	A	$0.0000	124,345.508	D
Common Stock	02/17/2026		A		16,599(2)	A	$0.0000	140,944.508	D

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

Explanation of Responses:

1. Represents restricted stock units of which 13,694.34 units will vest on February 17, 2027, 13,694.34 units will vest on February 17, 2028, and 14,109.32 units will vest on February 20, 2029; units settle in shares of the Company's common stock on a one-for-one basis.

2. Represents restricted stock units that will vest and settle in shares of the Company's common stock on a one-for-one basis on February 20, 2029. The reporting person may not sell, transfer or otherwise dispose of the vested shares until the earlier to occur of the second anniversary of the vesting date or the reporting person's termination of employment with the Company.

	/s/ Jenn X. Hu, Attorney-in-Fact	02/19/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Boeing (BA) CEO report on this Form 4?

Boeing’s CEO Robert Kelly Ortberg reported receiving two grants of restricted stock units on February 17, 2026. These time-based awards will settle in Boeing common shares on a one-for-one basis as they vest on future specified dates.

How many restricted stock units were granted to the Boeing CEO?

Robert Kelly Ortberg received 41,498 restricted stock units in one award and 16,599 restricted stock units in a second award. Both grants relate to Boeing common stock and were reported as acquisitions at no cash purchase price per share.

When do Robert Kelly Ortberg’s new Boeing RSUs vest?

One grant vests in three tranches on February 17, 2027, February 17, 2028, and February 20, 2029. The second grant vests and settles entirely on February 20, 2029, according to the Form 4 footnote disclosures.

Are there selling restrictions on the Boeing CEO’s vested RSU shares?

Yes. For one award, vested shares generally cannot be sold, transferred, or disposed of until the earlier of two years after the February 20, 2029 vesting date or the CEO’s termination of employment with Boeing, as described in the filing footnote.

How many Boeing shares does the CEO own after these awards?

After the reported RSU grants, Robert Kelly Ortberg directly owns 140,944.508 shares of Boeing common stock. This figure reflects his holdings immediately following the second reported acquisition transaction on February 17, 2026.

Do these Boeing CEO RSU grants involve any cash purchase?

No. The Form 4 shows a price of $0.0000 per share for both acquisitions, indicating these are compensation-related restricted stock unit awards rather than open-market stock purchases. The units convert into shares as they vest over time.