BA Insider Tax-Withholding: Ann Schmidt Disposes 2,391 Shares on RSU Vesting

Rhea-AI Filing Summary

Ann M. Schmidt, SVP and Chief Communications & Brand Officer of Boeing Co. (BA), reported a change in beneficial ownership on 08/29/2025. The filing shows 2,391.355 shares of common stock were disposed via code F (shares withheld to pay taxes on vesting restricted stock units) at a reported price of $235.61. After that transaction she beneficially owns 15,924.648 shares directly and 4.49 units indirectly through the company 401(k) plan. The form was signed by an attorney-in-fact, Dana Kumar, on 09/03/2025. The filing notes the disposal was not an open-market sale and that 401(k) holdings are represented by plan units.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding on vested equity; not a market sale and not indicative of insider-driven divestment.

The Form 4 documents that restricted stock units vested and shares were withheld to satisfy tax obligations rather than sold on the open market. This is a common administrative step when equity awards vest and typically has limited governance implications. The report clarifies ownership both directly and indirectly through the 401(k) plan, maintaining transparency on insider holdings.

Securities Analyst

TL;DR: Small insider share reduction from tax withholding; no new trading signal or material change in ownership stake.

The transaction reduced direct holdings by 2,391.355 shares at a reported price of $235.61, reflecting tax-withholding on RSU vesting rather than a discretionary sale. Post-transaction direct beneficial ownership remains 15,924.648 shares with a minimal indirect position in the 401(k). For investors, this is a routine equity-compensation event with minimal impact on float or control.

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^*

Schmidt Ann M

(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, Chief Com & Brand Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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	08/29/2025		F		2,391.355(1)	D	$235.61	15,924.648	D
Common Stock								4.49(2)	I	By 401(k) 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.

	/s/ Dana Kumar, Attorney-in-Fact	09/03/2025
	** 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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