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Director David Gitlin gets 404 Boeing (NYSE: BA) phantom units

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

Rhea-AI Filing Summary

Boeing director David L. Gitlin received a grant of 404 phantom stock units on common stock. These units were awarded in lieu of director cash compensation and increased his holdings to 7,292.802 phantom stock units following the transaction.

The phantom stock units convert into Boeing common stock on a 1-for-1 basis and are distributed as shares after his termination of service as a director under Boeing’s Deferred Compensation Plan for Directors. This is a routine, non-cash, compensation-related acquisition rather than an open-market trade.

Positive

  • None.

Negative

  • None.
Insider Gitlin David L.
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock Units 404 $0.00 --
Holdings After Transaction: Phantom Stock Units — 7,292.802 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 404 phantom stock units Grant on April 1, 2026
Total phantom units after grant 7,292.802 phantom stock units Holdings following transaction
Grant price $0.0000 per unit Non-cash compensation award
Conversion ratio 1-for-1 into common stock Phantom stock unit terms
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..."
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
"units are distributed as shares of common stock after the reporting person's termination of services as a director."
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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*
Gitlin David L.
(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)04/01/2026A404(2) (3) (3)Common Stock404$0.00007,292.802D
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 did Boeing (BA) director David L. Gitlin report in this Form 4?

David L. Gitlin reported receiving 404 phantom stock units tied to Boeing common stock. These units were granted as director compensation, not bought in the market, and increase his phantom stock holdings to 7,292.802 units following the transaction on April 1, 2026.

Are the Boeing (BA) phantom stock units a market purchase or sale?

The phantom stock units are a grant of compensation, not a market purchase or sale. The Form 4 uses transaction code A for grant or award, and footnotes state they were awarded or acquired in lieu of director cash compensation, indicating routine non-cash pay.

How do Boeing (BA) phantom stock units held by David Gitlin convert to common stock?

Gitlin’s phantom stock units are convertible into Boeing common stock on a 1-for-1 basis. According to the disclosure, they are distributed as actual shares of common stock after his termination of services as a director under Boeing’s Deferred Compensation Plan for Directors.

What is David Gitlin’s total Boeing (BA) phantom stock unit position after this grant?

After receiving the new award, David Gitlin holds 7,292.802 phantom stock units. Each unit represents a right linked to one share of Boeing common stock, with distribution of actual shares deferred until after he ceases serving as a director, under the plan’s terms.

Why did Boeing (BA) grant phantom stock units instead of cash to David Gitlin?

The filing states the phantom stock units were awarded or acquired in lieu of director cash compensation. This means part of Gitlin’s director pay is delivered as equity-linked units, aligning compensation with Boeing’s share performance while deferring actual share delivery until after board service ends.