How are Boeing (BA) Phantom Stock Units related to common stock?

Boeing’s Phantom Stock Units are convertible into common stock on a one-for-one basis. They mirror the value of Boeing shares but are deferred; actual shares are delivered later, rather than the holder receiving stock immediately at the time of the award.

Boeing (NYSE: BA) director adds 383 phantom stock units as deferred pay

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Gitlin David L. reported acquisition or exercise transactions in this Form 4 filing.

Boeing director David L. Gitlin received a grant of 383 Phantom Stock Units as director compensation, increasing his directly held phantom units to 7,675.802. These units are awarded in lieu of cash fees, track Boeing common stock on a 1-for-1 basis, and will be paid out in Boeing shares after he leaves the board.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Gitlin David L.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	383	$0.00	--

Holdings After Transaction: Phantom Stock Units — 7,675.802 shares (Direct, null)

Footnotes (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.

Key Figures

Phantom units granted: 383 units Phantom units after grant: 7,675.802 units Conversion ratio: 1 unit : 1 share +2 more

5 metrics

Phantom units granted 383 units Grant/award acquisition on 2026-07-01

Phantom units after grant 7,675.802 units Total Phantom Stock Units following transaction

Conversion ratio 1 unit : 1 share Phantom stock units convertible into Boeing common stock

Transaction price per unit $0.0000 Award granted at no cash cost to director

Transaction code A Grant, award, or other acquisition of derivative security

Key Terms

Phantom Stock Units, Deferred Compensation Plan for Directors, grant, award, or other acquisition

3 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.

grant, award, or other acquisition regulatory

"transaction_code_description: Grant, award, or other acquisition"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 04:41 PM Accepted by SEC EDGAR 07/06/2026 - 04:40 PM

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

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	$0.0000⁽¹⁾	07/01/2026		A		383⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	383	$0.0000	7,675.802	D

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-Fact	07/06/2026
	** 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).
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 383 Phantom Stock Units as director compensation. These derivative units increase his total phantom holdings to 7,675.802 units, all tied to Boeing common stock on a one-for-one basis and payable after his board service ends.

How many Boeing (BA) Phantom Stock Units were granted to David L. Gitlin?

He was granted 383 Phantom Stock Units. These units were awarded in lieu of cash compensation for board service and are economically linked to Boeing’s common stock, giving him deferred, stock-based exposure rather than immediate cash payment.

What is David L. Gitlin’s total Phantom Stock Unit balance at Boeing (BA) after this filing?

Following the award, his total Phantom Stock Unit balance is 7,675.802 units. This figure reflects his accumulated deferred stock-based compensation as a director, all of which is tied to the value of Boeing’s common stock on a one-for-one basis.

When will David L. Gitlin receive Boeing (BA) shares for these Phantom Stock Units?

Under Boeing’s Deferred Compensation Plan for Directors, the Phantom Stock Units are distributed as Boeing common shares after he terminates service as a director. Until then, they remain as deferred units tracking the company’s stock value over time.

Why did Boeing (BA) grant Phantom Stock Units instead of cash to its director?

The Phantom Stock Units were awarded or acquired in lieu of director cash compensation. This structure aligns director pay with Boeing’s stock performance by substituting some cash fees with deferred, stock-linked units that convert into shares when board service ends.