BXP (BXP) EVP Rodney Diehl awarded 8,504 LTIP Units with multi-year vesting

Rhea-AI Filing Summary

BXP, Inc. Executive Vice President Rodney Diehl received an award of 8,504 LTIP Units on January 30, 2026 at a stated price of $0.25 per unit. These are units of limited partnership interest in Boston Properties Limited Partnership, issued under the company’s equity incentive programs.

Each LTIP Unit can convert into a common operating partnership unit and then, at the holder’s election, be redeemed for cash equal to the fair market value of one share of BXP common stock, or, at the issuer’s election, settled in one share of common stock instead of cash. The 8,504 LTIP Units vest in four equal annual installments beginning on January 15, 2027. After this grant, Diehl beneficially owns 99,690 derivative securities linked to BXP on a direct basis. The LTIP Units have no expiration date.

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^*

DIEHL RODNEY

(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)
01/30/2026

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)	01/30/2026		A		8,504		(1)(2)	(1)	Common Stock, par value $0.01	8,504	$0.25	99,690	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, issued pursuant to the Issuer's equity based incentive programs ("LTIP Units"). Conditioned upon 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"). 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 common stock. LTIP Units have no expiration date.

2. The 8,504 LTIP Units vest in four equal annual installments beginning on January 15, 2027.

Remarks:

	/s/ Kelli A. DiLuglio, as Attorney-in-Fact	02/02/2026
	** 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 did BXP Executive Vice President Rodney Diehl report on this Form 4 for BXP?

Rodney Diehl reported an award of 8,504 LTIP Units on January 30, 2026. These derivative securities are issued under BXP’s equity-based incentive programs and are tied economically to the value of BXP’s common stock through the operating partnership structure.

How many BXP-related LTIP Units did Rodney Diehl receive and when do they vest?

He received 8,504 LTIP Units that vest in four equal annual installments beginning on January 15, 2027. This creates a multi-year vesting schedule, aligning the award with ongoing service and long-term participation in BXP’s operating partnership.

What are LTIP Units reported in the BXP Form 4 and how can they be settled?

The LTIP Units are limited partnership interests in Boston Properties Limited Partnership. Each LTIP Unit can convert into a common operating partnership unit and then be redeemed either for cash equal to one BXP share’s fair market value or, at BXP’s election, one share of common stock.

What price and total holdings did the Form 4 disclose for Rodney Diehl’s BXP LTIP Units?

The transaction shows a stated price of $0.25 per LTIP Unit for the 8,504 units granted. After this award, Diehl beneficially owns 99,690 derivative securities linked to BXP, all reported as held directly, according to the Form 4 disclosure.

Do the BXP LTIP Units granted to Rodney Diehl have an expiration date?

According to the disclosure, the LTIP Units have no expiration date. They remain outstanding subject to their vesting conditions, potential conversion into common operating partnership units, and eventual redemption or share settlement elections described in the Form 4 footnotes.