Boeing (BA) officer Cleary reports tax-withholding share disposition

Rhea-AI Filing Summary

Boeing Company officer Michael J. Cleary reported a tax-related share disposition and updated his plan holdings. On February 19, he disposed of 557.284 shares of common stock to cover taxes on vesting restricted stock units, leaving 23,505.077 shares held directly. He also reported indirect interests equivalent to 519.740 units in Boeing’s 401(k) common stock fund and 3,474.216 units in the Executive Supplemental Savings Plan.

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^*

Cleary Michael J

(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)
	Controller

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/19/2026		F		557.284(1)	D	$236.71	23,505.077	D
Common Stock								519.74(2)	I	401(k) plan
Common Stock								3,474.216(3)	I	Executive Supplemental Savings 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 payment of taxes on vesting of restricted stock units; 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.

3. Ownership in the issuer's Executive Supplemental Savings Plan ("ESSP") is represented by units in the issuer's common stock fund in the ESSP rather than shares of common stock.

	/s/ Jenn X. Hu, Attorney-in-Fact	02/23/2026
	** 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).
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FAQ

What insider transaction did Boeing (BA) officer Michael J. Cleary report?

Michael J. Cleary reported a tax-related disposition of Boeing shares. On February 19, he used 557.284 common shares to cover taxes on vesting restricted stock units, which the filing notes was not an open market transaction.

How many Boeing (BA) shares does Michael J. Cleary hold directly after this Form 4?

After the tax-withholding disposition, Michael J. Cleary directly holds 23,505.077 Boeing common shares. This figure reflects his direct ownership position following the use of 557.284 shares to satisfy tax obligations tied to restricted stock unit vesting.

Was Michael J. Cleary’s Boeing (BA) Form 4 transaction an open market sale?

The filing states the transaction was not an open market sale. The 557.284 Boeing shares were withheld to pay taxes on vesting restricted stock units, meaning no shares were sold into the open market as part of this reported disposition.

What Boeing (BA) holdings does Michael J. Cleary report in the 401(k) plan?

Michael J. Cleary reports an indirect interest of 519.740 units in Boeing’s 401(k) common stock fund. The filing explains these are units in a stock fund, not direct common shares, representing his retirement plan exposure to Boeing stock.

What is Michael J. Cleary’s Boeing (BA) position in the Executive Supplemental Savings Plan?

He reports 3,474.216 units tied to Boeing’s common stock fund in the Executive Supplemental Savings Plan. The filing clarifies these are plan units rather than individual common shares, reflecting deferred compensation linked to Boeing’s stock performance.

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

Transaction code F denotes a tax-withholding disposition using company stock. In this case, 557.284 Boeing shares were withheld to pay tax on restricted stock unit vesting, rather than being sold through an open market transaction or discretionary share sale.