BXP, Inc. (BXP) grants 59,322 LTIP Units under 2025 Outperformance Plan

Rhea-AI Filing Summary

BXP, Inc. reported that an Executive Vice President received an equity-based award tied to the company’s long-term performance. On 12/22/2025, the officer was granted 59,322 LTIP Units in Boston Properties Limited Partnership under the company’s 2025 Outperformance Plan. These partnership units can ultimately convert into units that may be redeemed for either cash equal to the value of one share of BXP common stock or one share of BXP common stock, at the issuer’s election.

The LTIP Units are earned over a four-year performance period ending December 22, 2029, based on the dividend-adjusted closing price of BXP common stock meeting eight performance tiers between $90.00 and $118.00 for any 20 consecutive trading days. Between 12.5% and 100% of the award can be earned depending on which tier is achieved. The units also have 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 meeting the performance goals.

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^*

KOOP BRYAN J

(Last) (First) (Middle)

C/O BXP

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)

	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		59,322		(1)(2)(3)	(1)	Common Stock, par value $0.01	59,322	$0.25	208,648	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) report on December 22, 2025?

An Executive Vice President of BXP, Inc. reported receiving an award of 59,322 LTIP Units on 12/22/2025 under the company’s 2025 Outperformance Plan.

How can the LTIP Units reported for BXP (BXP) be settled?

Each LTIP Unit can be converted into a Common OP Unit, which may be redeemed for cash equal to the then fair market value of one share of BXP common stock, unless the issuer elects instead to deliver one share of its common stock.

What performance period applies to the 2025 Outperformance Plan LTIP Units at BXP (BXP)?

The LTIP Units may be earned based on the appreciation of BXP’s common stock over a four-year performance period ending December 22, 2029, using the dividend-adjusted closing price over any 20 consecutive trading days.

How are the performance tiers structured for the BXP (BXP) 2025 Outperformance Plan award?

The plan uses eight performance tiers 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 maximum award earned by 12.5%.

What are the time-based vesting terms for the BXP (BXP) LTIP Units granted on December 22, 2025?

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

What role does the reporting person hold at BXP (BXP)?

The reporting person is an officer of BXP, serving as an Executive Vice President, and filed the Form 4 as a single reporting person.