Gerry Brett C. 4

4 · BOEING CO · Filed Feb 19, 2026

AI-generated summary of this filing

Updated Feb 20, 2026

Boeing (BA) CLO Gerry Brett Receives RSU Award; Shares Withheld

What Happened

Gerry Brett C., Boeing's Chief Legal Officer & EVP, Global Compliance, was granted a total of 13,006 restricted stock units (RSUs) on February 17, 2026 (9,290 RSUs and 3,716 RSUs, each recorded as acquisition code "A" at $0.00). To satisfy tax withholding on RSU vesting, 4,009.272 shares were surrendered (code "F") at an implied value of $242.18 per share, totaling approximately $970,965. The withholding was to cover tax liability and is not an open‑market sale.

Key Details

Transaction date: February 17, 2026; Form 4 filed February 19, 2026 (filed timely).
Grants: 9,290 RSUs and 3,716 RSUs (total 13,006 RSUs) recorded at $0.00 (awarded).
Withholding: 4,009.272 shares withheld for taxes at $242.18/share = $970,965 (code F); per footnote this is withholding on vesting, not an open‑market sale.
Vesting/settlement: RSUs settle one-for-one into common stock; some units vest in tranches (vesting noted in footnotes for 2027, 2028, and 2029) and some shares have transfer restrictions until the earlier of the second anniversary of vesting or termination.
Shares owned after transaction: not specified in the provided filing excerpt.
Other notes: filing includes a Power of Attorney (Exhibit 24); earlier (Aug 27, 2025) the reporting person transferred 13,427.84 shares to a revocable family trust (footnote).

Context

These transactions reflect receipt of equity compensation (RSUs) and routine tax withholding. Withheld shares to cover taxes are common and do not represent an open‑market sale decision by the insider. The filing does not indicate an open‑market purchase or speculative intent.

Form 4

Period: 2026-02-17

CLO & EVP, Global Compliance

Transactions

Award
Common Stock
[F1]
2026-02-17+9,290→ 39,080.506 total
Award
Common Stock
[F2]
2026-02-17+3,716→ 42,796.506 total
Tax Payment
Common Stock
[F3]
2026-02-17$242.18/sh−4,009.272$970,965→ 38,787.234 total

Holdings

Footnotes (5)

[F1]Represents restricted stock units of which 3,065.70 units will vest on February 17, 2027, 3,065.70 units will vest on February 17, 2028, and 3,158.60 units will vest on February 20, 2029; units settle in shares of the Company's common stock on a one-for-one basis.
[F2]Represents restricted stock units that will vest and settle in shares of the Company's common stock on a one-for-one basis on February 20, 2029. The reporting person may not sell, transfer or otherwise dispose of the vested shares until the earlier to occur of the second anniversary of the vesting date or the reporting person's termination of employment with the Company.
[F3]Shares withheld for payment of taxes on vesting of restricted stock units; not an open market transaction.
[F4]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.
[F5]On August 27, 2025, the reporting person transferred 13,427.84 shares previously reported as directly owned to a revocable family trust of which the reporting person and his spouse are the sole trustees and beneficiaries.

Signature

/s/ Jenn X. Hu, Attorney-in-Fact|2026-02-19

2 files