Form 4: Boeing Director Acquires 413 Phantom Stock Units

Boeing Director Akhil Johri acquired 413 phantom stock units on October 1, 2025, as part of his director compensation, increasing his total beneficial ownership to 10,490.852 units.

Summary

• Akhil Johri, a Director of The Boeing Company (BA), acquired 413 phantom stock units.
• This transaction occurred on October 1, 2025.
• The phantom stock units were awarded in lieu of cash compensation for his director services.
• Each phantom stock unit is convertible into one share of Boeing common stock.
• These units will be distributed as common stock shares after Mr. Johri's termination of services as a director.
• Following this acquisition, Mr. Johri beneficially owns a total of 10,490.852 phantom stock units.

Sentiment

Score: 7

Explanation: The filing indicates a routine compensation event for a director, increasing their equity stake, which is generally a positive signal for alignment of interests. No negative information is present.

Positives

• Director Akhil Johri increased his beneficial ownership in Boeing by acquiring 413 phantom stock units, aligning his interests further with shareholders.
• The acquisition was part of director compensation, indicating a non-cash compensation structure for directors.

Future Outlook

The phantom stock units are convertible into common stock on a 1-for-1 basis and will be distributed as shares of common stock after the reporting person's termination of services as a director.

Management Comments

• 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.

Industry Context

This filing reflects a standard practice of executive and director compensation in publicly traded companies, where equity-based awards like phantom stock units are used to align management interests with long-term shareholder value. Such compensation structures are common across the aerospace and defense industry, including competitors like Airbus or Lockheed Martin, aiming to retain talent and incentivize performance.

Comparison to Industry Standards

• The use of phantom stock units as director compensation is a common practice in large corporations, including those in the aerospace sector such as Lockheed Martin and Raytheon Technologies, which often utilize similar equity-based incentives to align director interests with company performance.
• The 1-for-1 conversion ratio to common stock is standard for such units, ensuring direct linkage to the company's share price performance.
• Distribution upon termination of service is a typical deferral mechanism, encouraging long-term commitment and reducing immediate tax implications for the director.

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with shareholder value due to increased equity ownership.
• Director (Akhil Johri): Receives equity-based compensation, deferring cash and linking personal wealth to company performance.

Next Steps

• Distribution of phantom stock units as common stock shares upon Akhil Johri's termination of services as a director.

Key Dates

Recommendation

This Form 4 filing reports a routine acquisition of phantom stock units by a director as part of their compensation. While it shows continued alignment of management interests with shareholders, it does not present new information that would fundamentally alter the investment thesis for Boeing. Therefore, a 'hold' recommendation is appropriate, maintaining existing positions based on broader company fundamentals rather than this specific insider transaction.

Keywords

Boeing, BA, Akhil Johri, Director, Phantom Stock Units, Insider Transaction, SEC Form 4, Compensation, Equity Acquisition