Boeing (NYSE: BA) CLO Brett Gerry receives stock awards and tax withholding

Rhea-AI Filing Summary

Boeing Co executive Brett C. Gerry reported multiple equity transactions in Boeing common stock on February 17, 2026. He received two grants classified as restricted stock units totaling 9,290 units and 3,716 units, which will settle one-for-one in Boeing shares as they vest.

According to the footnotes, 3,065.70 units vest on February 17, 2027, 3,065.70 units on February 17, 2028, and 3,158.60 units on February 20, 2029, with an additional grant vesting and settling on February 20, 2029. The filing also notes that vested shares from one grant cannot be sold, transferred, or otherwise disposed of until the earlier of two years after vesting or the end of Gerry’s employment with Boeing.

The report shows 4,009.272 shares were withheld at a price of $242.18 per share to cover tax obligations on vesting, described as not an open market transaction. After these transactions, Gerry holds Boeing stock directly and indirectly, including units in a 401(k) plan and shares held by a revocable family trust.

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^*

Gerry Brett C.

(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)
	CLO & EVP, Global Compliance

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		9,290(1)	A	$0.0000	39,080.506	D
Common Stock	02/17/2026		A		3,716(2)	A	$0.0000	42,796.506	D
Common Stock	02/17/2026		F		4,009.272(3)	D	$242.18	38,787.234	D
Common Stock								3.166(4)	I	401(k) plan
Common Stock								23,633(5)	I	By Trust

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 3,065.70 units will vest on February 17, 2027, 3,065.70 units will vest on February 17, 2028, and 3,158.60 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.

3. Shares withheld for payment of taxes on vesting of restricted stock units; not an open market transaction.

4. 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.

5. On August 27, 2025, the reporting person transferred 13,427.84 shares previously reported as directly owned to a revocable family trust of which the reporting person and his spouse are the sole trustees and beneficiaries.

Remarks:

Exhibit 24: Power of Attorney attached herewith.

	/s/ Jenn X. Hu, Attorney-in-Fact	02/19/2026
	** 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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FAQ

What did Boeing (BA) executive Brett C. Gerry report in this Form 4?

Brett C. Gerry reported equity awards and related tax-share withholding in Boeing common stock. He received restricted stock unit grants that settle into shares over future dates, and some shares were withheld to satisfy tax obligations tied to those vesting events.

How many Boeing (BA) shares were involved in Brett C. Gerry’s awards and tax withholding?

The filing shows restricted stock unit grants of 9,290 units and 3,716 units that will settle into Boeing shares. It also reports 4,009.272 shares withheld at $242.18 per share to cover tax liabilities arising from restricted stock unit vesting.

What is the vesting schedule for Brett C. Gerry’s Boeing (BA) restricted stock units?

The filing states that 3,065.70 units vest on February 17, 2027, another 3,065.70 units on February 17, 2028, and 3,158.60 units on February 20, 2029. An additional grant will vest and settle in Boeing common stock on February 20, 2029.

Are there sale restrictions on Brett C. Gerry’s vested Boeing (BA) shares?

Yes. For one grant, the vested shares cannot be sold, transferred, or otherwise disposed of until the earlier of the second anniversary of the vesting date or Brett C. Gerry’s termination of employment with Boeing, according to the filing’s footnotes.

How were taxes handled on Brett C. Gerry’s Boeing (BA) restricted stock unit vesting?

The Form 4 notes that 4,009.272 Boeing shares were withheld at $242.18 per share for tax payments on vested restricted stock units. The footnote clarifies this withholding is not an open market transaction but a share reduction to satisfy tax obligations.

What indirect Boeing (BA) holdings does Brett C. Gerry report?

The filing reports indirect ownership through a 401(k) plan, where holdings are units in a Boeing common stock fund, and through a revocable family trust. The trust received 13,427.84 shares on August 27, 2025, transferred from previously directly owned shares.