BXP (BXP) EVP converts 5,495 LTIP partnership units into common shares

Rhea-AI Filing Summary

BXP, Inc. Executive Vice President Hilary J. Spann reported derivative conversions involving partnership units and common stock. On 2026-02-25, Spann converted 5,495 LTIP Units in Boston Properties Limited Partnership into 5,495 Common OP Units, which were then redeemed for 5,495 shares of BXP common stock under the partnership agreement.

After these transactions, Spann directly held 39,923 LTIP Units and 23,327 shares of BXP common stock. The footnotes explain that LTIP Units and Common OP Units are partnership interests with no expiration date that can, at the holder’s or partnership’s election, be exchanged for cash or BXP common stock.

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

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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^*

Spann Hilary J.

(Last) (First) (Middle)

C/O BXP

599 LEXINGTON AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BXP, Inc. [ BXP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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
Common Stock, par value $0.01	02/25/2026		C(1)		5,495	A	(1)	23,327	D

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
LTIP Units(2)	(2)	02/25/2026		C(1)			5,495	(2)	(2)	Common Stock, par value $.01	5,495	$0.25	39,923	D
Common OP Units(3)	(3)	02/25/2026		C(1)		5,495		(3)	(3)	Common Stock, par value $0.01	5,495	(1)(3)	5,495	D
Common OP Units(3)	(3)	02/25/2026		C(1)			5,495	(3)	(3)	Common Stock, par value $0.01	5,495	(1)(3)	0	D

Explanation of Responses:

1. 5,495 of the reporting person's units of limited partnership interest ("LTIP Units") in Boston Properties Limited Partnership ("BPLP"), of which the Issuer is the general partner, were converted into common units of limited partnership interest ("Common OP Units") in BPLP by the reporting person and the Common OP Units were redeemed for an equal number of shares of the Issuer's common stock in accordance with BPLP's Partnership Agreement.

2. Represents units of limited partnership interest in BPLP issued pursuant to the Issuer's equity based incentive programs. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of BPLP or the holder, into a Common OP Unit. Each Common OP Unit acquired upon conversion of an LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of the Issuer's common stock, except that the Issuer may, at its election, acquire each Common OP Unit so presented for one share of the Issuer's common stock. LTIP Units have no expiration date.

3. Represents Common OP Units in BPLP. Each Common OP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of the Issuer's common stock, except that the Issuer may, at its election, acquire each Common OP Unit so presented for redemption for one share of the Issuer's common stock. Common OP Units have no expiration date.

Remarks:

	/s/ Kelli A. DiLuglio, as Attorney-in-Fact	02/26/2026
	** 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).
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FAQ

What insider transaction did BXP Executive Vice President Hilary J. Spann report?

Hilary J. Spann reported converting 5,495 LTIP Units into 5,495 Common OP Units, which were then redeemed for 5,495 shares of BXP common stock. These transactions are classified as derivative conversions rather than open-market purchases or sales.

How many BXP LTIP Units does Hilary J. Spann hold after the reported transactions?

After the reported derivative conversions, Hilary J. Spann directly holds 39,923 LTIP Units in Boston Properties Limited Partnership. These LTIP Units are equity-based incentive interests that can later be converted into Common OP Units and ultimately into BXP common stock or cash, with no expiration date.

How many shares of BXP common stock does Hilary J. Spann own following this Form 4 filing?

Following the reported conversions, Hilary J. Spann directly owns 23,327 shares of BXP common stock. The 5,495 new shares resulted from redeeming an equal number of Common OP Units, which themselves came from converting 5,495 LTIP Units in the operating partnership.

What are LTIP Units and Common OP Units referenced in BXP’s Form 4 filing?

LTIP Units and Common OP Units are units of limited partnership interest in Boston Properties Limited Partnership. LTIP Units, issued under equity incentive programs, may be converted into Common OP Units, which can then be redeemed for cash equal to the fair market value of BXP common stock or for BXP shares.

Did Hilary J. Spann buy or sell BXP shares on the open market in this transaction?

The filing does not report open-market buys or sells. Instead, it shows derivative conversions: LTIP Units were converted into Common OP Units and then redeemed for BXP common stock under the partnership agreement. The transactions are coded as conversions of derivative securities, not market trades.

Do LTIP Units and Common OP Units in BXP have an expiration date?

According to the footnotes, LTIP Units and Common OP Units in Boston Properties Limited Partnership have no expiration date. Each LTIP Unit can be converted into a Common OP Unit, and each Common OP Unit can be redeemed for cash or one share of BXP common stock, at the applicable election.