BA Insider Filing: Malave Jr. Receives RSUs and Long‑Term Options

Rhea-AI Filing Summary

Malave Jesus Jr., Boeing's EVP and CFO, received equity awards on 08/15/2025 consisting of 21,373 restricted stock units and a stock option for 44,321 shares. The restricted stock units settle one-for-one into common shares, with 10,686 RSUs vesting on 08/15/2026 and 10,687 RSUs vesting on 08/15/2027. The stock option has an exercise price of $280.727, vests in full on 08/15/2028 and expires 08/15/2035. The filings state these grants were made to replace compensation forfeited when the reporting person left a prior employer.

Insights

Corporate Governance Expert

TL;DR: A routine executive retention/replacement equity grant to the CFO, replacing prior forfeited compensation; vesting schedules delay full ownership.

This Form 4 discloses standard replacement awards: time‑based restricted stock units and a long‑dated option that vests after three years. Such awards align the executive with long‑term shareholder value by delaying vesting until 2026–2028. The filing does not disclose any accelerated vesting, change‑in‑control provisions, or cash payments.

Executive Compensation Analyst

TL;DR: Compensation is replacement‑focused with a high strike option and staggered RSU vesting, consistent with retention incentives.

The package replaces forfeited pay from a prior employer and combines RSUs that convert to shares one‑for‑one with a stock option priced at $280.727, exercisable after full vesting on 08/15/2028 and expiring in 2035. The structure emphasizes future service and retention rather than immediate dilution.

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^*

MALAVE JESUS JR

(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)
	EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		A		21,373(1)	A	$0.0000	21,433	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
Stock Option (Right to Buy)	$280.727(2)	08/15/2025		A		44,321(3)		08/15/2028(4)	08/15/2035	Common Stock	44,321	$0.0000	44,321	D

Explanation of Responses:

1. Represents restricted stock units of which 10,686 will vest on August 15, 2026, and 10,687 will vest on August 15, 2027. Restricted stock units settle in shares of the Company's common stock on a one-for-one basis. The grant of these restricted stock units was designed to replace certain compensation that the reporting person forfeited when he left his former employer.

2. The exercise price is equal to 120% of the average of the high and low trading prices on the date of grant.

3. The grant of this option was designed to replace certain compensation that the reporting person forfeited when he left his former employer.

4. The option becomes vested and and exercisable in full on August 15, 2028, which is the third anniversary of the date of grant.

	/s/ Dana E. Kumar	08/19/2025
	** 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

What did Boeing CFO Malave Jesus Jr. receive in the Form 4 filing (BA)?

He received 21,373 restricted stock units and a stock option covering 44,321 shares.

When do the RSUs granted to Malave Jesus Jr. vest?

10,686 RSUs vest on 08/15/2026 and 10,687 RSUs vest on 08/15/2027.

What is the exercise price and vesting date of the option granted to the Boeing CFO?

The option exercise price is $280.727; it vests in full on 08/15/2028 and expires on 08/15/2035.

Why were these equity awards granted to the reporting person?

The grants were designed to replace compensation forfeited when the reporting person left his former employer.

How many shares will the reporting person beneficially own after these transactions?

Following the transactions, the filing reports 21,433 common shares and 44,321 option shares beneficially owned.