Gerry Brett C. 4

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.