[Form 4] BXP, Inc. Insider Trading Activity

Rhea-AI Filing Summary

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.

Insights

Financial Analyst

TL;DR: Director received equity-settled phantom units that increase share-equivalent holdings and align compensation with shareholder value.

The award of 369.92 Phantom Stock Units increases the reporting person's beneficial ownership to 6,866.94 share equivalents, reflecting ongoing board compensation in equity rather than cash. Because the units convert 1-for-1 to common stock and include dividend equivalents, the grant provides a direct economic link to BXP's share performance. Settlement elections (lump sum or up to ten annual installments) and the option to notionally invest in measurement funds introduce flexibility in payout form but do not change the underlying economic exposure to BXP's stock or potential cash settlement for certain elections.

Corporate Governance Expert

TL;DR: Standard director equity grant with deferred settlement features consistent with good governance practices to align long-term incentives.

The grant structure—phantom stock units under the 2021 Stock Incentive Plan, conversion on a 1-for-1 basis, dividend equivalent crediting, and post-service investment elections—matches common practices for non-employee director compensation. These features promote alignment between directors and shareholders by tying compensation to stock value while offering retirement-timed liquidity options. The filing cleanly discloses the acquisition date and the nature of settlement options; no governance red flags are evident from the disclosed terms alone.

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

OMB APPROVAL

OMB Number:			3235-0287
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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).

1. Name and Address of Reporting Person^*

KIPP MARY E

(Last) (First) (Middle)

800 BOYLSTON STREET

SUITE 1900

(Street)

BOSTON MA 02199

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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

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
Phantom Stock Units	(1)	09/30/2025		A		369.92		(2)	(2)	Common Stock, par value $0.01	369.92	$74.34	6,866.94(3)	D

Explanation of Responses:

1. The Phantom Stock Units convert to BXP, Inc. ("BXP") common stock on a 1-for-1 basis.

2. The Phantom Stock Units are awarded under BXP's 2021 Stock Incentive Plan to non-employee directors who elected to receive Phantom Stock Units in lieu of director cash compensation fees. The Phantom Stock Units are to be settled in shares of BXP common stock (except that fractional units, if any, will be settled in cash) in a lump sum or in ten annual installments, at the reporting person's election, following the reporting person's retirement from the BXP Board of Directors. In addition, non-employee directors who elect a deferred payout following their retirement may make one or more elections to convert all or a portion (but only in 25% increments) of their notional investment from BXP common stock to a deemed investment in one or more measurement funds. These elections may only be made after the director's service on the BXP Board of Directors ends. Amounts notionally invested in measurement funds will be settled in cash instead of BXP common stock.

3. Includes 95.88 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the Reporting Person on July 31, 2025.

Remarks:

	/s/ Kelli A. DiLuglio, as Attorney-in-Fact	10/01/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Mary E. Kipp report on Form 4 for BXP?

She reported the acquisition of 369.92 Phantom Stock Units on 09/30/2025, increasing her beneficial ownership to 6,866.94 share equivalents.

How do the Phantom Stock Units convert into BXP shares?

They convert 1-for-1 into BXP common stock and fractional units, if any, will be settled in cash.

Were any dividend equivalents credited with this award?

Yes. The filing notes 95.88 Phantom Stock Units were credited as dividend equivalents on July 31, 2025.

When are the Phantom Stock Units paid out?

Payout occurs following the director's retirement from the board, either in a lump sum or in ten annual installments at the director's election.

Can the phantom units be converted to cash instead of stock?

Yes. Non-employee directors who elect deferred payout after service may convert portions of their notional investment into measurement funds, which are settled in cash.