Boeing (NYSE: BA) EVP Howard McKenzie reports stock awards and tax withholding

Rhea-AI Filing Summary

Boeing Co executive Howard E. McKenzie, Chief Engineer & EVP, ET&T, reported equity compensation and related tax withholding in company stock. He acquired 6,606 shares of common stock and a separate 2,642-share award as restricted stock units that vest between February 17, 2027 and February 20, 2029. The filing also shows 765.097 shares disposed of to cover taxes upon vesting, at a price of $242.18 per share, described as a tax-withholding transaction rather than an open-market sale. McKenzie additionally reports indirect holdings through a 401(k) plan and an Executive Supplemental Savings Plan invested in Boeing stock funds.

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^*

McKenzie Howard E

(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)
	Chief Engineer & EVP, ET&T

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		6,606(1)	A	$0.0000	21,297.827	D
Common Stock	02/17/2026		A		2,642(2)	A	$0.0000	23,939.827	D
Common Stock	02/17/2026		F		765.097(3)	D	$242.18	23,174.73	D
Common Stock								1,192.663(4)	I	401(k) plan
Common Stock								4,432.112(5)	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. Represents restricted stock units of which 2,179.98 units will vest on February 17, 2027, 2,179.98 units will vest on February 17, 2028, and 2,246.04 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. Reflects periodic contributions to the issuer's common stock fund in the issuer's Executive Supplemental Savings Plan ("ESSP"). Ownership in the ESSP is represented by units in the issuers common stock fund in the ESSP rather than shares of common stock.

	/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).
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FAQ

What insider transactions did Boeing (BA) executive Howard McKenzie report?

Howard McKenzie reported stock-based compensation and related tax withholding transactions in Boeing common stock. He received two restricted stock unit awards and had shares withheld to pay taxes upon vesting, along with reporting indirect holdings in Boeing-related retirement and savings plans.

How many Boeing (BA) shares did Howard McKenzie acquire in this Form 4?

Howard McKenzie acquired 6,606 shares of Boeing common stock and an additional 2,642 restricted stock units. These units settle one-for-one in Boeing shares as they vest, increasing his reported direct ownership over time according to the vesting schedule disclosed in the filing footnotes.

When do Howard McKenzie’s Boeing (BA) restricted stock units vest?

One batch of restricted stock units vests in three portions: 2,179.98 units on February 17, 2027, 2,179.98 units on February 17, 2028, and 2,246.04 units on February 20, 2029. Another award vests and settles entirely in Boeing shares on February 20, 2029.

Did Howard McKenzie sell Boeing (BA) shares in the open market?

The filing shows 765.097 Boeing shares disposed of at $242.18 per share, but footnotes state these were withheld to pay taxes on vesting. It explicitly notes this was not an open-market transaction, but a tax-withholding disposition tied to equity compensation.

What restrictions apply to Howard McKenzie’s vested Boeing (BA) shares from this award?

For one restricted stock unit award, vested shares generally cannot be sold, transferred, or otherwise disposed of until the earlier of two years after the vesting date or his termination of employment. This condition extends the holding period beyond the initial vesting event for that specific award.

What indirect Boeing (BA) holdings does Howard McKenzie report on this Form 4?

He reports indirect ownership through Boeing’s 401(k) plan and the Executive Supplemental Savings Plan. In both cases, his interest is represented by units in Boeing common stock funds rather than direct share holdings, reflecting retirement and deferred compensation investments linked to Boeing stock.