Boeing (NYSE: BA) SVP Brendan Nelson granted 5,058 RSUs in equity awards

Rhea-AI Filing Summary

Nelson Brendan J. reported acquisition or exercise transactions in this Form 4 filing.

Boeing Co senior executive Brendan J. Nelson, SVP and President of Boeing Global, reported equity awards in the form of restricted stock units tied to Boeing common stock. Two grants were made for 3,613 and 1,445 units at a price of $0.00 per share, reflecting non-cash awards.

One grant consists of units scheduled to vest in three installments: 1,192.29 units on February 17, 2027, 1,192.29 units on February 17, 2028, and 1,228.42 units on February 20, 2029, settling one-for-one in Boeing common stock. The other grant will vest and settle on February 20, 2029, also on a one-for-one basis, with the vested shares generally restricted from sale or transfer until the earlier of two years after vesting or the end of Nelson’s employment with the company.

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^*

Nelson Brendan 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)
	SVP, President, Boeing Global

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		3,613(1)	A	$0.0000	16,870.802	D
Common Stock	02/17/2026		A		1,445(2)	A	$0.0000	18,315.802	D

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 1,192.29 units will vest on February 17, 2027, 1,192.29 units will vest on February 17, 2028, and 1,228.42 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.

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.
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FAQ

What insider transaction did Boeing (BA) executive Brendan Nelson report?

Brendan J. Nelson reported receiving restricted stock unit awards in Boeing common stock. The filing shows two grants totaling 5,058 units at $0.00 per share, representing non-cash equity compensation that will convert into shares as the units vest over future dates.

How many Boeing (BA) restricted stock units were granted to Brendan Nelson?

The Form 4 reports two grants to Brendan Nelson: 3,613 restricted stock units and 1,445 restricted stock units. These units represent future rights to receive Boeing common shares on a one-for-one basis as the awards vest according to their specified schedules.

When do Brendan Nelson’s Boeing (BA) restricted stock units vest?

One award vests in three tranches: 1,192.29 units on February 17, 2027, 1,192.29 units on February 17, 2028, and 1,228.42 units on February 20, 2029. The second award vests and settles entirely on February 20, 2029, subject to continued employment conditions.

Are Brendan Nelson’s Boeing (BA) RSU awards immediately tradeable after vesting?

The filing states one RSU grant cannot be sold, transferred, or disposed of until the earlier of two years after its February 20, 2029 vesting date or the end of Nelson’s employment. This restriction delays when vested shares can be monetized or otherwise transferred.

Do Brendan Nelson’s Boeing (BA) RSUs convert into common stock one-for-one?

Yes. The restricted stock units are structured to settle into Boeing common stock on a one-for-one basis. As each tranche vests on its scheduled date, Nelson becomes entitled to receive an equivalent number of Boeing shares corresponding to the vested units.

Is Brendan Nelson’s Boeing (BA) Form 4 transaction a stock purchase or an award?

The transactions are reported under code “A” as grants or awards, not open-market purchases. The units were awarded at a price of $0.00 per share and represent equity compensation that will convert into Boeing common stock when vesting conditions are met.