[Form 4] BXP, Inc. Insider Trading Activity

Rhea-AI Filing Summary

BXP director Bruce W. Duncan received 470.81 Phantom Stock Units on 09/30/2025 that convert to common shares on a 1-for-1 basis. The filing shows 470.81 units granted at an indicated price of $74.34 per share and reports 11,830.21 shares beneficially owned by the reporting person after the award. The grant includes 167.63 Phantom Stock Units credited as dividend equivalents on July 31, 2025. These units were awarded under BXP’s 2021 Stock Incentive Plan for non-employee directors who elected phantom units in lieu of cash, and they settle in shares (or cash for fractions) either as a lump sum or in ten annual installments after the director’s board retirement; deferred payouts may be converted to deemed investments that pay in cash.

Insights

Financial Analyst

TL;DR: Director compensation awarded as phantom units increases share-equivalent holdings but appears routine and non-dilutive until settlement.

The Form 4 documents a non-employee director grant of 470.81 Phantom Stock Units that convert 1-for-1 into common stock. The filing discloses the mechanics: settlement in shares (or cash for fractions), elective lump-sum or ten-year installment payout after retirement, and optional deferral into measurement funds that pay cash. The inclusion of 167.63 units as dividend equivalents is explicitly reported. This is a standard equity-based director compensation item and does not by itself indicate operational or financial performance changes for BXP.

Corporate Governance Expert

TL;DR: A routine director equity award under the 2021 plan aligns pay with shareholders and includes standard deferral and dividend-equivalent features.

The disclosure identifies the grant’s plan basis, settlement options, and post-service deferral elections available only after board service ends. The structure—phantom units settled in shares or cash and dividend-equivalent crediting—is consistent with common non-employee director compensation practices. The filing is descriptive and procedural, reflecting compensation governance rather than an extraordinary corporate action.

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).

1. Name and Address of Reporting Person^*

DUNCAN BRUCE W

(Last) (First) (Middle)

800 BOYLSTON STREET

SUITE 1900

(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)
09/30/2025

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)	09/30/2025		A		470.81		(2)	(2)	Common Stock, par value $0.01	470.81	$74.34	11,830.21(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 convert 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 167.63 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the Reporting Person on July 31, 2025.

Remarks:

	/s/ Kelli A. DiLuglio, as Attorney-in-Fact	10/01/2025
	** 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 did BXP director Bruce W. Duncan receive on 09/30/2025?

He received 470.81 Phantom Stock Units that convert to BXP common stock on a 1-for-1 basis.

How many Phantom Stock Units were credited as dividend equivalents?

167.63 Phantom Stock Units were credited as dividend equivalents on July 31, 2025.

How many shares does the reporting person beneficially own after the transaction?

The filing reports 11,830.21 shares (or share equivalents) beneficially owned following the reported transaction.

How and when are the Phantom Stock Units settled?

Phantom Stock Units are to be settled in shares (or cash for fractional units) either as a lump sum or in ten annual installments, at the director’s election, after retirement from the BXP board.

Under which plan were the Phantom Stock Units awarded?

They were awarded under BXP’s 2021 Stock Incentive Plan to non-employee directors who elected phantom units in lieu of cash compensation.