[Form 4] BXP, Inc. Insider Trading Activity

Rhea-AI Filing Summary

BXP, Inc. (BXP) – Form 4 insider transaction

Director Bruce W. Duncan elected to receive 509.73 Phantom Stock Units on 06/30/2025 under the company’s 2021 Stock Incentive Plan in lieu of cash board fees. Each unit converts 1-for-1 into BXP common stock upon retirement, bringing the director’s total phantom holdings to 11,191.77 units, including 161.77 units credited as dividend equivalents on 04/30/2025. The award was recorded at a reference price of $67.47 per unit and remains held directly by the reporting person. No open-market purchases or sales of BXP common stock occurred, and the filing involves deferred, non-cash compensation rather than an immediate equity transaction.

Positive

• Director equity alignment: Electing stock units instead of cash modestly strengthens incentive alignment with shareholders.

Negative

• None.

Insights

Senior Equity Analyst

TL;DR – Routine deferred-comp award; minimal market impact.

The filing documents a non-employee director shifting cash fees into 510 phantom units, consistent with prior elections. Because the units settle only after board retirement, there is no immediate share issuance or cash outflow for BXP. The modest size (<$35 k) relative to BXP’s >$10 bn market cap renders the event immaterial to valuation or float. Still, continued fee deferral modestly aligns director incentives with shareholder performance.

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^*

LUSTIG MATTHEW J

(Last) (First) (Middle)

C/O LAZARD FRERES & CO LLC

30 ROCKEFELLER PLAZA

(Street)

NEW YORK NY 10020

(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)
06/30/2025

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)	06/30/2025		A		435.62		(2)	(2)	Common Stock, par value $0.01	435.62	$67.47	18,713.54(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 276.81 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the Reporting Person on April 30, 2025.

Remarks:

	/s/ Kelli A. DiLuglio, as Attorney-in-Fact	07/01/2025
	** 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

How many BXP phantom stock units did Director Bruce W. Duncan acquire?

He acquired 509.73 Phantom Stock Units on 06/30/2025.

What is the total phantom stock balance for the director after this Form 4 filing?

Following the award, he beneficially owns 11,191.77 units.

Did the transaction involve open-market buying or selling of BXP common shares?

No. The filing reflects deferred compensation phantom units, not market purchases or sales.

At what reference price were the phantom units recorded?

The units were recorded at $67.47 per phantom share.

When will the phantom units convert into BXP common stock?

They convert 1-for-1 upon the director’s retirement, either in a lump sum or up to ten annual installments.