BXP director William H. Walton III receives stock award

The award is in lieu of director cash compensation, with settlement after retirement available in a lump sum or ten annual installments.

Rhea-AI Filing Summary

BXP, Inc. director William H. Walton III was awarded 388.64 Phantom Stock Units on September 30, 2026, reported at $61.11 per unit. His direct Phantom Stock Unit holdings after the transaction were 10,640. The award was made under BXP’s 2021 Stock Incentive Plan in lieu of director cash compensation fees. The units convert to common stock on a 1-for-1 basis and are to be settled after retirement from the BXP Board, in a lump sum or ten annual installments at his election. The reported award includes 101.33 units credited July 31, 2026, pursuant to dividend equivalent rights.

Insider Trade Summary

Grant/Award: 388.64 shares

Grant/Award 1 txn

Insider WALTON WILLIAM H III

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units F1, F2, F3	388.64	$61.11	$24K

Holdings After Transaction: Phantom Stock Units — 10,640 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 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. F3. Includes 101.33 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the Reporting Person on July 31, 2026.

Key Figures

Awarded Phantom Stock Units: 388.64 Phantom Stock Units Reported value per Phantom Stock Unit: $61.11 per unit Direct Phantom Stock Units after transaction: 10,640 Phantom Stock Units +3 more

6 metrics

Awarded Phantom Stock Units 388.64 Phantom Stock Units Awarded September 30, 2026

Reported value per Phantom Stock Unit $61.11 per unit Reported with the September 30, 2026 award

Direct Phantom Stock Units after transaction 10,640 Phantom Stock Units Following the September 30, 2026 transaction

Dividend-equivalent units included 101.33 Phantom Stock Units Credited July 31, 2026; included in the reported award

Common-stock conversion ratio 1-for-1 Phantom Stock Units convert to BXP common stock

Annual settlement installments 10 annual installments Settlement option following retirement from the BXP Board

Key Terms

Phantom Stock Units, dividend equivalent rights, measurement funds

3 terms

Phantom Stock Units financial

"convert to BXP, Inc. 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.

dividend equivalent rights financial

"received pursuant to dividend equivalent rights"

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

"deemed investment in one or more measurement funds"

FAQ

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

How can William H. Walton III elect to receive BXP Phantom Stock Units invested in measurement funds?

For directors electing a deferred payout, elections to convert all or part of the notional investment into measurement funds may be made after Board service ends and only in 25% increments. Amounts notionally invested in measurement funds are settled in cash instead of BXP common stock.

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

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Available on EDGAR 10/01/2026 - 12:07 PM Accepted by SEC EDGAR 10/01/2026 - 12:07 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^*

WALTON WILLIAM H III

(Last) (First) (Middle)

ONE INDEPENDENT DRIVE

SUITE 1600

(Street)

JACKSONVILLE FLORIDA 32202

(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)
09/30/2026

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)	09/30/2026		A		388.64		(2)	(2)	Common Stock, par value $0.01	388.64	$61.11	10,640(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 101.33 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the Reporting Person on July 31, 2026.

Remarks:

	/s/ Kelli A. DiLuglio, as Attorney-in-Fact	10/01/2026
	** 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)