BA Insider Activity: 400 Phantom Stock Units Awarded to Director Harris

Rhea-AI Filing Summary

The Form 4 filing shows that Boeing (BA) director Stayce D. Harris acquired 400.111 phantom stock units on 07/01/2025 under Boeing’s Deferred Compensation Plan for Directors. Phantom units convert to common stock on a 1-for-1 basis when the director leaves the board. Following the award, Harris now holds 7,507.639 phantom stock units. No cash was exchanged, and the units were issued in lieu of director cash compensation, so the reported price is $0.00. The transaction is routine, increases long-term equity alignment, and does not materially affect Boeing’s share count or valuation.

Positive

• Enhanced equity alignment: Director compensation taken in phantom stock ties board incentives to long-term shareholder value.

Negative

• Immaterial size: 400 units is negligible relative to Boeing’s share base and unlikely to influence market perception.

Insights

Securities Analyst

TL;DR: Routine deferred-comp award; negligible valuation impact.

The acquisition of 400 phantom stock units (≈$86k at $215/sh) is ordinary board compensation. Harris’s total derivative holdings rise to 7.5k units, maintaining long-term alignment but representing less than 0.001% of Boeing’s ~615 million basic shares. No open-market purchase occurred, so there is no direct demand signal or insider conviction indicator. I view the filing as neutral for valuation and liquidity.

Corporate Governance Expert

TL;DR: Strengthens director-shareholder alignment; governance-neutral.

Deferred stock plans convert cash fees into equity, promoting alignment with shareholder interests without immediate dilution. Harris’s growing phantom balance reinforces governance best practices. However, the small size and pre-arranged nature mean it offers limited insight into future strategic decisions or risk posture. Overall governance impact is minimal.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Harris Stayce D.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	400.111	$0.00	--

Holdings After Transaction: Phantom Stock Units — 7,507.639 shares (Direct)

Footnotes (1)

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.

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^*

Harris Stayce D.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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

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
Phantom Stock Units	$0.0000(1)	07/01/2025		A		400.111(2)		(3)	(3)	Common Stock	400.111	$0.0000	7,507.639	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/ Dana Kumar, Attorney-in-Fact	07/03/2025
	** 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).
** 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 (BA) disclose in the July 2025 Form 4?

Director Stayce D. Harris received 400.111 phantom stock units on 07/01/2025.

How many Boeing shares does Director Harris now beneficially own?

Harris holds 7,507.639 phantom stock units, convertible 1-for-1 into common stock after board service ends.

Was any cash paid for the phantom stock units?

No. The units were issued at $0.00 in lieu of cash director fees.

Does the transaction dilute existing Boeing shareholders?

Dilution is immaterial; 400 units represent less than 0.001% of Boeing’s outstanding shares.

What is the significance of phantom stock in Boeing’s director compensation?

Phantom stock defers compensation and aligns directors with long-term share performance without immediate share issuance.