BXP, Inc. (BXP) grants CFO 72,034 LTIP Units in 2025 Outperformance Plan

Rhea-AI Filing Summary

BXP, Inc. reported that its EVP and CFO received a grant of 72,034 LTIP Units, a form of performance-based equity, under the company’s 2025 Outperformance Plan. These units are limited partnership interests in Boston Properties Limited Partnership that can convert into common OP units and then be redeemed for either cash equal to the fair market value of BXP common stock or, at BXP’s election, shares of its common stock.

The award can be earned over a four-year performance period ending December 22, 2029, based on the dividend-adjusted share price reaching performance tiers between $90.00 and $118.00. At $90.00, 12.5% of the LTIP Units are earned, increasing by 12.5% at each $4.00 step, up to 100% at $118.00. 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 achievement of the performance conditions.

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

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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^*

LABELLE MICHAEL E

(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)
	EVP and CFO

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		72,034		(1)(2)(3)	(1)	Common Stock, par value $0.01	72,034	$0.25	300,789	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 executive transaction did BXP (BXP) disclose in this Form 4?

BXP disclosed that its EVP and CFO received a grant of 72,034 LTIP Units under the company’s 2025 Outperformance Plan.

What are the LTIP Units granted to the BXP EVP and CFO?

The LTIP Units are units of limited partnership interest in Boston Properties Limited Partnership. If performance and time-based vesting conditions are met, each LTIP Unit can convert into a Common OP Unit, which the holder may redeem for cash equal to the fair market value of one BXP common share, or BXP may instead deliver one share of its common stock.

How is the performance of BXP’s 2025 Outperformance Plan measured for these LTIP Units?

The LTIP Units may be earned based on appreciation in BXP’s dividend-adjusted common stock price over a four-year performance period ending December 22, 2029. Performance is measured against eight tiers from $90.00 to $118.00, with 12.5% of the maximum award earned at $90.00 and 100% at $118.00. A tier is achieved if the dividend-adjusted closing price equals or exceeds that level for 20 consecutive trading days.

What is the vesting schedule for the BXP 2025 LTIP Units grant?

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, provided the executive remains in service and the performance-based conditions are met.

Do the LTIP Units granted by BXP have an expiration date?

No. The disclosure states that LTIP Units have no expiration date.

What was the price of the derivative security and how many derivative securities does the executive hold after this grant?

The derivative security has a price of $0.25 per LTIP Unit. Following the reported transaction, the executive beneficially owns 300,789 derivative securities.