BXP director granted phantom stock units

DUNCAN BRUCE W reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

DUNCAN BRUCE W reported acquisition or exercise transactions in this Form 4 filing.

BXP, Inc. director Bruce W. Duncan received a grant of 674.37 Phantom Stock Units as compensation in lieu of cash director fees. Each unit is linked 1-for-1 to BXP common stock and will be settled after he retires from the board, either in a lump sum or up to ten annual installments. Following this award and previously credited dividend equivalents, he holds a total of 13,273.79 Phantom Stock Units, which represent deferred, stock-based compensation rather than an open-market share purchase.

Insider Trade Summary

Grant/Award: 674.37 shares

Grant/Award 1 txn

Insider DUNCAN BRUCE W

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	674.37	$51.90	$35K

Holdings After Transaction: Phantom Stock Units — 13,273.79 contracts (Direct)

Footnotes (3)

1. F1. The Phantom Stock Units convert to BXP, Inc. ("BXP") common stock on a 1-for-1 basis.
2. F2. 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. F3. Includes 134.22 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the Reporting Person on January 29, 2026.

Key Figures

Phantom Stock Units granted: 674.37 units Reference price per unit: $51.90 per unit Total Phantom Stock Units after grant: 13,273.79 units +3 more

6 metrics

Phantom Stock Units granted 674.37 units Grant on March 31, 2026 in lieu of director cash fees

Reference price per unit $51.90 per unit Recorded transaction price for Phantom Stock Units

Total Phantom Stock Units after grant 13,273.79 units Director’s Phantom Stock Units following March 31, 2026 award

Dividend equivalent Phantom Units 134.22 units Units credited on January 29, 2026 via dividend equivalent rights

Conversion ratio to common stock 1-for-1 Each Phantom Stock Unit converts into one BXP common share

Conversion or exercise price $0.00 Phantom Stock Units awarded under 2021 Stock Incentive Plan

Key Terms

Phantom Stock Units, 2021 Stock Incentive Plan, dividend equivalent rights, measurement funds, +1 more

5 terms

Phantom Stock Units financial

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

Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.

2021 Stock Incentive Plan financial

"The Phantom Stock Units are awarded under BXP's 2021 Stock Incentive Plan to non-employee directors"

dividend equivalent rights financial

"Includes 134.22 Phantom Stock Units received pursuant to dividend equivalent rights which were credited"

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

measurement funds financial

"may make one or more elections to reallocate ... to a deemed investment in one or more measurement funds."

deferred payout financial

"non-employee directors who elect a deferred payout following their retirement may make one or more elections"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did BXP (BXP) director Bruce W. Duncan report in this Form 4?

Bruce W. Duncan reported receiving 674.37 Phantom Stock Units from BXP as a stock-based compensation grant. These units were issued in lieu of director cash fees and increase his total Phantom Stock Units position to 13,273.79, all tied to BXP common stock on a deferred basis.

How many Phantom Stock Units does Bruce W. Duncan now hold at BXP (BXP)?

After the latest grant, Bruce W. Duncan holds 13,273.79 Phantom Stock Units tied to BXP common stock. This total includes 134.22 units credited on January 29, 2026 from dividend equivalent rights, reflecting reinvested value from dividends on his existing deferred units.

What is the structure of the Phantom Stock Units granted by BXP (BXP)?

Each Phantom Stock Unit converts into one share of BXP common stock, generally after the director retires from the board. Settlement can occur as a single lump sum or in ten annual installments, providing deferred stock-based compensation rather than immediate cash or share delivery.

How were these BXP (BXP) Phantom Stock Units priced in the Form 4?

The 674.37 Phantom Stock Units were recorded at a reference price of $51.90 per unit with a conversion price of $0.00. This reflects a compensation award under BXP’s 2021 Stock Incentive Plan, not an open-market purchase or sale of BXP common shares.

Are BXP (BXP) Phantom Stock Units always settled in BXP common shares?

Phantom Stock Units are generally settled in BXP common stock, except for fractional units, which are paid in cash. If a retired director reallocates value into measurement funds, those notional investments are settled entirely in cash instead of BXP common stock at payout.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/01/2026 - 01:11 PM Learn about SEC filing dates

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^*

DUNCAN BRUCE W

(Last) (First) (Middle)

800 BOYLSTON STREET

SUITE 1900

(Street)

BOSTON MASSACHUSETTS 02199

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)	03/31/2026		A		674.37		(2)	(2)	Common Stock, par value $0.01	674.37	$51.9	13,273.79(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 134.22 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the Reporting Person on January 29, 2026.

Remarks:

	/s/ Kelli A. DiLuglio, as Attorney-in-Fact	04/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)