BXP, Inc. (BXP) executive receives 2025 LTIP unit grant tied to stock performance

Rhea-AI Filing Summary

BXP, Inc. reported that an Executive Vice President received a grant of 42,373 LTIP Units in Boston Properties Limited Partnership under the company’s 2025 Outperformance Plan. These partnership units can later convert into common OP units and ultimately into cash or one share of BXP common stock per unit, if specified conditions are met. The units are earned based on the appreciation of BXP’s dividend-adjusted stock price over a four-year period ending December 22, 2029, with eight performance tiers between $90.00 and $118.00, and higher tiers earning a larger percentage of the award. The LTIP Units also follow a time-based vesting schedule, with one-third vesting on the second anniversary of the grant and the remaining two-thirds vesting over the third and fourth years, subject to continued service and performance. After this grant, the reporting person beneficially owned 91,647 derivative securities.

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).

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^*

Otteni Peter V

(Last) (First) (Middle)

2200 PENNSYLVANIA AVENUE NW

SUITE 200W

(Street)

WASHINGTON DC 20037

(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)
12/22/2025

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
LTIP Units(1)	(1)	12/22/2025		A		42,373		(1)(2)(3)	(1)	Common Stock, par value $0.01	42,373	$0.25	91,647	D

Explanation of Responses:

1. Represents units of limited partnership interest in Boston Properties Limited Partnership ("BPLP"), of which the Issuer is the general partner, granted pursuant to the Issuer's 2025 Outperformance Plan (the "2025 OPP"). Conditioned on the 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 unit of limited partnership interest in BPLP ("Common OP Unit") only if the performance-based and time-based vesting conditions described below are met. 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 its common stock. LTIP Units have no expiration date.

2. The LTIP Units granted pursuant to the 2025 OPP may be earned based on the appreciation of the Issuer's common stock price during the four-year performance period ending December 22, 2029. The number of LTIP Units earned, if any, will be determined based on the highest level of achievement of eight performance tiers ranging from $90.00 to $118.00, with 12.5% of the LTIP Units earned at $90.00 and 100% of the LTIP Units earned at $118.00. Linear interpolation does not apply for performance between tiers; however, each $4.00 increase in performance will increase the percentage of the maximum award earned by 12.5%. A performance tier will be achieved if the dividend-adjusted closing price of the Issuer's common stock equals or exceeds the applicable performance tier over any period of twenty (20) consecutive trading days during the performance period.

3. The LTIP Units are also subject to time-based vesting conditions, with one-third vesting on the second anniversary of the grant date and the remaining two-thirds vesting ratably over the third and fourth years, subject to continued service and the achievement of the performance-based vesting conditions described above.

Remarks:

	/s/ Kelli A. DiLuglio, as Attorney-in-Fact	12/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

BXP disclosed that an Executive Vice President received a grant of 42,373 LTIP Units in Boston Properties Limited Partnership on December 22, 2025 under the 2025 Outperformance Plan.

How many LTIP Units were granted and how many derivative securities does the insider now hold at BXP?

The Executive Vice President was granted 42,373 LTIP Units, and following this grant the reporting person beneficially owned 91,647 derivative securities.

How are BXP 2025 Outperformance Plan LTIP Units earned?

LTIP Units under the 2025 Outperformance Plan may be earned based on the appreciation of BXP’s dividend-adjusted common stock price over a four-year performance period ending December 22, 2029, using eight performance tiers from $90.00 to $118.00.

What performance tiers determine the payout of BXP’s 2025 LTIP Units?

The number of LTIP Units earned is based on eight tiers ranging from $90.00 to $118.00. 12.5% of the LTIP Units are earned at $90.00 and 100% at $118.00, with each $4.00 increase in performance raising the percentage earned by 12.5%.

When do the BXP 2025 LTIP Units vest for the Executive Vice President?

The LTIP Units are subject to time-based vesting, with one-third vesting on the second anniversary of the grant date and the remaining two-thirds vesting ratably over the third and fourth years, subject to continued service and the performance conditions.

What can BXP LTIP Units be converted into if conditions are met?

Each LTIP Unit may be converted into a Common OP Unit of Boston Properties Limited Partnership and can then be redeemed for cash equal to the fair market value of a share of BXP common stock, or, at BXP’s election, for one share of its common stock.