BA Form 4: Exec Withholds 2.5K Shares for RSU Taxes, Keeps 25K Stake

Rhea-AI Filing Summary

Boeing Co. (BA) – Form 4 insider filing

Chief Engineer & EVP, Engineering, Test & Technology, Howard E. McKenzie reported an automatic share disposition on 29 Jul 2025. Boeing withheld 2,469.096 common shares (transaction code F) at an implied price of $233.97 to satisfy tax obligations on restricted-stock-unit vesting. The action was not an open-market trade and therefore does not indicate discretionary selling.

After the withholding, McKenzie owns 25,282.526 shares directly and holds 1,192.697 units in Boeing’s 401(k) plan plus 3,842.498 units in the Executive Supplemental Savings Plan. No derivative securities were reported. A small correction removed 1.45 ESSP units from prior disclosures.

The filing leaves the executive’s aggregate exposure largely intact and offers limited new insight into insider sentiment or the company’s fundamentals.

Insights

Equity Research Analyst

TL;DR: Routine tax-withholding; negligible impact on Boeing valuation or insider signal.

The disposition is a non-discretionary, code F transaction triggered by RSU vesting. Such events are commonplace and generally immaterial for shareholders. McKenzie’s remaining stake—over 25k shares plus plan units—shows continued alignment with investors. No derivative activity or open-market sales occurred. I view the filing as neutral; it neither strengthens nor weakens the investment thesis for BA.

Corporate Governance Specialist

TL;DR: Administrative, not strategic; corporate governance unaffected.

The Form 4 complies with Section 16 reporting standards and includes a power-of-attorney exhibit. Because the share reduction was strictly for tax withholding, it poses no governance red flag. The correction of 1.45 ESSP units demonstrates ongoing data accuracy. Overall impact on governance risk profile is nil.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider McKenzie Howard E

Role Chief Engineer & EVP, ET&T

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,469.096	$233.97	$578K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 25,282.526 shares (Direct); Common Stock — 1,192.697 shares (Indirect, 401(k) plan)

Footnotes (1)

1. Shares withheld for payment of taxes on vesting of restricted stock units; not an open market transaction. 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. 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. The reported amount is reduced by 1.45 units to correct an administrative error in the previous Form 4.

Form 4 Insider Transactions: What Each Field Means →

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^*

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)
07/29/2025

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	07/29/2025		F		2,469.096(1)	D	$233.97	25,282.526	D
Common Stock								1,192.697(2)	I	401(k) plan
Common Stock								3,842.498(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. The reported amount is reduced by 1.45 units to correct an administrative error in the previous Form 4.

Remarks:

Exhibit 24: Power of Attorney attached herewith.

	/s/ Jenn X. Hu, Attorney-in-Fact	07/31/2025
	** 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).
** 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.

FAQ

How many Boeing (BA) shares did Howard E. McKenzie dispose of?

The executive had 2,469.096 shares withheld to cover taxes on RSU vesting.

Was the transaction an open-market sale?

No. It was a code F, tax-withholding event—not a discretionary market sale.

What is McKenzie's remaining direct ownership in Boeing?

After the transaction, he directly owns 25,282.526 BA shares.

Did the filing report any derivative securities?

No derivative securities were acquired or disposed; Table II is empty.

Were any corrections noted in the filing?

Yes. ESSP holdings were reduced by 1.45 units to rectify a prior administrative error.