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BXP, Inc. (NYSE: BXP) director reports new phantom stock award

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BXP, Inc. reported an equity compensation change for one of its directors involving phantom stock units. On 12/31/2025, the director acquired 444.58 phantom stock units at a derivative price of $67.48 per unit, bringing the director’s total beneficial ownership to 20,032.69 phantom stock units.

Each phantom stock unit converts into one share of BXP common stock after the director retires from the board, with payment in either a lump sum or ten annual installments. The award was made under BXP’s 2021 Stock Incentive Plan to a non-employee director who elected to receive phantom stock units instead of cash fees. The total includes 190.73 units credited on October 31, 2025 as dividend-equivalent rights, reflecting reinvested value linked to BXP’s dividends.

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Insider LUSTIG MATTHEW J
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock Units 444.58 $67.48 $30K
Holdings After Transaction: Phantom Stock Units — 20,032.69 shares (Direct)
Footnotes (1)
  1. The Phantom Stock Units convert to BXP, Inc. ("BXP") common stock on a 1-for-1 basis. 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 reallocate 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. Includes 190.73 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the reporting person on October 31, 2025.
Form 4 Insider Transactions: What Each Field Means →
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
Estimated average burden
hours per response: 0.5
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*
LUSTIG MATTHEW J
(Last) (First) (Middle)
C/O LAZARD FRERES & CO LLC
30 ROCKEFELLER PLAZA
(Street)
NEW YORK NY 10020
(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)
12/31/2025
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) 12/31/2025 A 444.58 (2) (2) Common Stock, par value $0.01 444.58 $67.48 20,032.69(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 reallocate 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 190.73 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the reporting person on October 31, 2025.
Remarks:
/s/ Kelli A. DiLuglio, as Attorney-in-Fact 01/05/2026
** 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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did BXP (BXP) disclose in this filing?

A BXP, Inc. director reported acquiring 444.58 phantom stock units on 12/31/2025 under the company’s 2021 Stock Incentive Plan, tied to BXP common stock.

How many BXP phantom stock units does the director now beneficially own?

Following the reported transaction, the director beneficially owns 20,032.69 phantom stock units linked to BXP, Inc. common stock.

What are BXP phantom stock units and how are they settled?

Each phantom stock unit converts into one share of BXP common stock. They are settled after the director retires from the board, either in a lump sum or in ten annual installments, depending on the director’s election.

Why did the BXP director receive phantom stock units instead of cash?

The phantom stock units were awarded to a non-employee director who elected to receive phantom stock units in lieu of director cash compensation fees under BXP’s 2021 Stock Incentive Plan.

What role do dividend equivalent rights play in the BXP phantom stock balance?

The reported total includes 190.73 phantom stock units added on October 31, 2025 through dividend equivalent rights, which credit additional units based on BXP’s dividends.

Can the BXP director change how phantom stock units are notionally invested?

After the director’s board service ends, they may elect, in 25% increments, to reallocate all or part of the notional investment from BXP common stock to one or more measurement funds, with those amounts settled in cash.