BXP, Inc. (BXP) director receives Phantom Stock Unit compensation

Rhea-AI Filing Summary

BXP, Inc. reported that one of its non-employee directors acquired 370.48 Phantom Stock Units on 12/31/2025. These units convert into BXP common stock on a 1-for-1 basis and are part of the company’s 2021 Stock Incentive Plan for directors who choose stock-based pay instead of cash fees. The units are generally settled in BXP shares after the director retires from the board, either in a lump sum or over ten annual installments, with fractional units paid in cash.

After this transaction, the director beneficially owned 876.12 Phantom Stock Units, valued at $67.48 per unit for this award. The total includes 4.92 Phantom Stock Units that were credited on October 31, 2025 as dividend equivalent rights, meaning additional units were granted in line with dividends on BXP common stock. Directors can also elect, after their board service ends, to reallocate portions of deferred units into notional measurement funds that are settled in cash instead of 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

OMB APPROVAL

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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^*

Richardson Julie

(Last) (First) (Middle)

800 BOYLSTON STREET

(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)
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		370.48		(2)	(2)	Common Stock, par value $0.01	370.48	$67.48	876.12(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 4.92 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.

FAQ

What insider transaction did BXP (BXP) report in this Form 4?

A non-employee director of BXP, Inc. acquired 370.48 Phantom Stock Units on 12/31/2025 under the company’s 2021 Stock Incentive Plan.

How do BXP Phantom Stock Units work for this director?

The Phantom Stock Units convert into BXP common stock on a 1-for-1 basis and are generally settled in shares after the director retires from the board, with any fractional units paid in cash.

What is the director’s total Phantom Stock Unit balance after this transaction at BXP?

Following the reported transaction, the director beneficially owned 876.12 Phantom Stock Units, according to the filing.

What price was used for the BXP Phantom Stock Unit award?

The 370.48 Phantom Stock Units reported on 12/31/2025 were valued at $67.48 per unit for this grant.

How are dividend equivalent rights reflected in the BXP director’s Phantom Stock Units?

The total includes 4.92 Phantom Stock Units received as dividend equivalent rights, which were credited to the director on October 31, 2025.

Can BXP directors change how their Phantom Stock Units are paid out?

Non-employee directors who defer payout after retirement may elect, in 25% increments, to reallocate portions of their notional investment from BXP common stock to measurement funds, which are settled in cash.