BXP, Inc. SEC Filings

BlackRock, Inc. filed Amendment No. 3 to Schedule 13G disclosing beneficial ownership of 10.0% of BXP, Inc. common stock as of 09/30/2025.

BlackRock reported 15,897,016 shares beneficially owned, with 14,597,498 shares under sole voting power and 15,897,016 under sole dispositive power. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. It also notes various persons may have rights to dividends or sale proceeds, and no single person’s interest exceeds five percent.

BXP director Bruce W. Duncan received 470.81 Phantom Stock Units on 09/30/2025 that convert to common shares on a 1-for-1 basis. The filing shows 470.81 units granted at an indicated price of $74.34 per share and reports 11,830.21 shares beneficially owned by the reporting person after the award. The grant includes 167.63 Phantom Stock Units credited as dividend equivalents on July 31, 2025. These units were awarded under BXP’s 2021 Stock Incentive Plan for non-employee directors who elected phantom units in lieu of cash, and they settle in shares (or cash for fractions) either as a lump sum or in ten annual installments after the director’s board retirement; deferred payouts may be converted to deemed investments that pay in cash.

Mary E. Kipp, a director of BXP, reported a grant of 369.92 Phantom Stock Units on 09/30/2025 under BXP's 2021 Stock Incentive Plan. The phantom units convert 1-for-1 into BXP common shares and are to be settled in shares (or cash for fractional amounts) either in a lump sum or in up to ten annual installments at the director's election following retirement from the board. The filing shows 6,866.94 shares beneficially owned after the award and notes 95.88 of the units were dividend equivalents credited on July 31, 2025. Phantom units may be notionally invested in measurement funds after service ends and those amounts would be settled in cash.

Tony West, a director of BXP, Inc. (BXP), received 319.48 Phantom Stock Units on 09/30/2025 under BXP's 2021 Stock Incentive Plan. The Phantom Stock Units convert 1-for-1 into BXP common stock and may be settled in shares (or cash for fractional units) either in a lump sum or in up to ten annual installments at the director's election following retirement from the board. The reported balance after the award is 3,508.45 shares, which includes 47.06 units credited as dividend equivalents on July 31, 2025. The filing was submitted by attorney-in-fact and signed on 10/01/2025.

Matthew J. Lustig, a director of BXP, reported on Form 4 that on 09/30/2025 he was awarded 403.55 Phantom Stock Units under BXP's 2021 Stock Incentive Plan. The Phantom Stock Units convert to BXP common stock on a 1-for-1 basis and are to be settled in shares (fractional units, if any, in cash) either in a lump sum or in ten annual installments at the director's election following retirement from the BXP Board. The reported holding includes 280.29 units credited as dividend equivalents on 07/31/2025, and the total beneficially owned following the transaction is 19,397.38 shares. The filing was signed by an attorney-in-fact on 10/01/2025.

Julie Richardson, a director of BXP, Inc. (BXP), was awarded 336.29 Phantom Stock Units on 09/30/2025. The units convert 1-for-1 into BXP common stock and are granted under BXP's 2021 Stock Incentive Plan for non-employee directors who elected units instead of cash fees. The units are to be settled in shares (or cash for fractional units) either as a lump sum or in ten annual installments at the director's election following retirement from the board. The filing notes 2.43 additional units credited as dividend equivalents on 07/31/2025, and shows 500.72 shares beneficially owned following the reported transaction.

Joel Klein, a director of BXP, Inc. (BXP), reported receipt of 454 Phantom Stock Units on 09/30/2025 under BXP’s 2021 Stock Incentive Plan. The Phantom Stock Units convert 1-for-1 into BXP common stock and may be settled in either shares or cash, with settlement timing and form (lump sum or ten annual installments) chosen by the director following retirement from the board. The award price reference is $74.34 and the filing notes that 316.56 of the reported units reflect dividend equivalent credits posted on 07/31/2025. The form shows 21,906.07 shares (or share-equivalents) beneficially owned following the transaction. The award applies to non-employee directors who elected Phantom Stock Units in lieu of cash compensation, and deferred payout elections may convert portions to measurement funds that will be settled in cash.

Director William H. Walton III received 319.48 Phantom Stock Units from BXP on 09/30/2025, awarded under BXP's 2021 Stock Incentive Plan to non-employee directors who elected to receive phantom units instead of cash fees. The phantom units convert 1-for-1 into BXP common stock and may be settled in a lump sum or ten annual installments after the director's retirement, with an option to notionally invest portions in measurement funds that would be settled in cash. The filing shows 319.48 units valued at $74.34 and that the reporting person now beneficially owns 8,695.02 shares equivalent, including 123.60 units credited as dividend equivalents on July 31, 2025.

Boston Properties, Inc. reported the private issuance of exchangeable senior notes and related capped call transactions. The capped calls, entered with financial institutions, cover the number of shares initially underlying the notes and have an initial cap price of $105.6440 per share, a 40% premium to the last reported sale price of $75.46 on September 24, 2025. The capped calls expire at the notes' maturity if not earlier exercised or terminated and are separate from the notes' terms. The notes were sold to initial purchasers in reliance on Section 4(a)(2) and resold under Rule 144A to qualified institutional buyers. Up to 13,252,000 shares of common stock may be issued upon exchange, based on an initial maximum exchange rate of 13.2520 shares per $1,000 principal amount, subject to customary anti-dilution adjustments. Press releases announcing the offering and pricing dated September 24 and September 25, 2025 are filed as exhibits.