Boeing CEO has 1,592 shares withheld for FICA tax coverage

Boeing Co (BA) reported a routine insider transaction by its President & CEO, who also serves as a director.

Accepted by SEC EDGAR 12/03/2025 - 06:11 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Boeing Co (BA) reported a routine insider transaction by its President & CEO, who also serves as a director. On 12/01/2025, the executive had 1,591.845 shares of Boeing common stock withheld, coded as an "F" transaction at a reference price of $188.18 per share. The company notes these shares were withheld to cover FICA tax obligations for a retirement-eligible executive and were not an open market transaction.

Following this tax-related withholding, the executive directly beneficially owned 82,847.508 shares of Boeing common stock. This type of transaction reflects administrative tax handling on equity compensation rather than a discretionary sale of shares into the market.

Insider Trade Summary

Exercise Price or Tax Liability: 1,591.845 shares

Exercise Price or Tax Liability 1 txn

Insider Ortberg Robert Kelly

Role President & CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,591.845	$188.18	$300K

Holdings After Transaction: Common Stock — 82,847.508 shares (Direct)

Footnotes (1)

1. F1. Shares withheld for FICA tax for retirement eligible executive; not an open market transaction.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Boeing reported that its President & CEO, who is also a director, had 1,591.845 shares of common stock withheld on 12/01/2025 in an "F"-coded transaction at $188.18 per share.

Why were shares withheld from the Boeing (BA) executive on 12/01/2025?

The filing explains that the 1,591.845 shares were withheld for FICA tax for a retirement-eligible executive and that this was not an open market transaction.

How many Boeing (BA) shares does the executive own after this transaction?

After the tax withholding, the executive beneficially owned 82,847.508 shares of Boeing common stock in direct ownership.

What does transaction code "F" mean in this Boeing (BA) Form 4?

In this context, code "F" indicates shares were withheld by the issuer to pay taxes related to equity awards, rather than sold in the open market.

Is this Boeing (BA) insider transaction part of a Rule 10b5-1 trading plan?

The form includes a checkbox for Rule 10b5-1(c) trading plans, but the excerpt does not show it marked, while the explanation focuses on tax withholding for FICA.

What roles does the reporting person hold at Boeing (BA)?

The reporting person is listed as both a Director and an Officer, serving as President & CEO of Boeing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

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)
12/01/2025

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
Common Stock	12/01/2025		F		1,591.845(1)	D	$188.18	82,847.508	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. Shares withheld for FICA tax for retirement eligible executive; not an open market transaction.

	/s/ Jenn X. Hu, Attorney-in-Fact	12/03/2025
	** 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.
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