Boeing (NYSE: BA) officer files Form 4 for FICA tax share withholding

Rhea-AI Filing Summary

Boeing reported an insider equity transaction by its Executive Vice President, President & CEO of Boeing Commercial Airplanes. On 12/01/2025, the officer had 369.532 shares of common stock withheld under transaction code F at a price of $188.18 per share. The company explains these shares were withheld to cover FICA tax for a retirement-eligible executive and were not an open market sale.

After this withholding, the officer directly beneficially owned 54,945.589 shares of Boeing common stock and indirectly held an additional 2.184 units tied to Boeing’s 401(k) common stock fund. The filing is made by one reporting person and includes a power of attorney authorizing an attorney-in-fact to sign on the insider’s behalf.

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^*

Pope Stephanie F

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Pres. & CEO, BCA

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		369.532(1)	D	$188.18	54,945.589	D
Common Stock								2.184(2)	I	By 401(k) Plan

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.

2. Ownership in the issuer's 401(k) plan is represented by units in the issuer's common stock fund in the plan rather than shares of common stock.

Remarks:

Exhibit 24: Power of Attorney attached herewith.

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

The filing reports that a Boeing executive officer had 369.532 shares of common stock withheld on 12/01/2025 under transaction code F.

Was the Boeing (BA) insider transaction an open market sale?

No. The filing states the 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 reporting person own after the transaction?

Following the transaction, the officer directly owned 54,945.589 shares of Boeing common stock and indirectly held 2.184 units in Boeing’s 401(k) common stock fund.

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

Transaction code F indicates that shares were withheld to pay tax obligations, rather than being bought or sold on the open market.

What is the role of the reporting person in Boeing (BA)?

The reporting person is an Officer, specifically the EVP, President & CEO of Boeing Commercial Airplanes (BCA).

Who signed the Boeing (BA) Form 4 and in what capacity?

The Form 4 was signed by Jenn X. Hu as Attorney-in-Fact, pursuant to a power of attorney attached as Exhibit 24.