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Director gains 241 phantom units in Boeing (NYSE: BA) pay

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Richardson John M reported acquisition or exercise transactions in this Form 4 filing.

BOEING CO director John M. Richardson received a grant of 241 Phantom Stock Units as compensation. These units were awarded in lieu of director cash compensation at a price of $0.00 per unit and are convertible into Boeing common stock on a 1-for-1 basis.

After this grant, Richardson holds a total of 6,898.699 Phantom Stock Units. Under The Deferred Compensation Plan for Directors of The Boeing Company, these phantom units are settled in shares of common stock after he terminates his service as a director, making this a routine, deferred equity-based compensation award rather than an open-market transaction.

Positive

  • None.

Negative

  • None.
Insider Richardson John M
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock Units 241 $0.00 --
Holdings After Transaction: Phantom Stock Units — 6,898.699 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.
Phantom units granted 241 Phantom Stock Units Grant/award on April 1, 2026
Total phantom units after grant 6,898.699 Phantom Stock Units Holdings following transaction
Conversion ratio 1-for-1 into common stock Phantom units to Boeing common stock
Grant price $0.00 per unit Compensation award, not market purchase
Phantom Stock Units financial
"Phantom stock units are convertible into common stock on a 1-for-1 basis."
Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.
Deferred Compensation Plan for Directors financial
"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."
A deferred compensation plan for directors is an arrangement that lets board members postpone receiving part of their pay until a later date—often retirement or a set future time—so the money can grow or be paid under specified conditions. Think of it like directing a portion of your paycheck into a locked savings account that pays out later; investors care because it creates future cash or stock obligations, signals how the company motivates and retains leadership, and can affect shareholder value through timing of payouts or potential dilution.
termination of services as a director financial
"…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 4UNITED 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*
Richardson John M
(Last)(First)(Middle)
929 LONG BRIDGE DRIVE
(Street)
ARLINGTON VIRGINIA 22202
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
BOEING CO [ BA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units$0.0000(1)04/01/2026A241(2) (3) (3)Common Stock241$0.00006,898.699D
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.
/s/ Jenn X. Hu, Attorney-in-Fact04/03/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Boeing (BA) disclose for John M. Richardson?

Boeing disclosed that director John M. Richardson received a grant of 241 Phantom Stock Units. These units were issued at $0.00 per unit as part of his director compensation, rather than through an open-market purchase or sale of Boeing common stock.

How many Phantom Stock Units does Boeing director Richardson hold after this Form 4?

After the latest grant, John M. Richardson holds 6,898.699 Phantom Stock Units. This figure represents his total phantom unit balance under Boeing’s director compensation plan, all of which are designed to mirror the value of Boeing common stock on a deferred basis.

What are Phantom Stock Units in Boeing (BA) director compensation?

Boeing’s Phantom Stock Units are deferred compensation instruments that track Boeing’s common stock value. They are convertible into common shares on a 1-for-1 basis and are typically distributed as actual stock after the director’s termination of service, aligning director interests with shareholders over time.

Was the Boeing (BA) Phantom Stock Unit grant to Richardson an open-market buy or sell?

The transaction was a grant categorized as an acquisition under code A, not an open-market buy or sell. The 241 Phantom Stock Units were awarded in lieu of cash compensation for board service, so no purchase price was paid and no shares were sold into the market.

When will Boeing director Richardson receive common stock for these Phantom Stock Units?

Under Boeing’s Deferred Compensation Plan for Directors, Richardson’s Phantom Stock Units are distributed as common stock after his termination of service as a director. Until then, the units remain as deferred, stock-linked compensation rather than immediately deliverable Boeing shares.