[Form 4] BXP, Inc. Insider Trading Activity

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

BXP, Inc. director William H. Walton III received a grant of 457.61 Phantom Stock Units at a reference price of $51.90 per unit as compensation. These units convert into BXP common stock on a 1-for-1 basis after he leaves the board, with options for lump-sum or installment payouts. Following this award, he holds a total of 9,688.42 Phantom Stock Units, including 98.33 units credited earlier through dividend equivalent rights.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider WALTON WILLIAM H III

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	457.61	$51.90	$24K

Holdings After Transaction: Phantom Stock Units — 9,688.42 shares (Direct)

Footnotes (1)

The Phantom Stock Units convert to BXP, Inc. ("BXP") common stock on a 1-for-1 basis. 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 reallocate 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. Includes 98.33 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the Reporting Person on January 29, 2026.

Key Figures

Phantom units granted: 457.61 units Reference price per unit: $51.90 Total phantom units after grant: 9,688.42 units +2 more

5 metrics

Phantom units granted 457.61 units Grant/award acquisition on March 31, 2026

Reference price per unit $51.90 Phantom Stock Units grant value reference

Total phantom units after grant 9,688.42 units Director’s Phantom Stock Units holding following transaction

Dividend-equivalent units 98.33 units Credited via dividend equivalent rights on January 29, 2026

Conversion ratio 1 unit : 1 share Phantom Stock Units convert into BXP common stock

Key Terms

Phantom Stock Units, 2021 Stock Incentive Plan, dividend equivalent rights, measurement funds

4 terms

Phantom Stock Units financial

"The Phantom Stock Units convert to BXP, Inc. ("BXP") 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.

2021 Stock Incentive Plan financial

"The Phantom Stock Units are awarded under BXP's 2021 Stock Incentive Plan to non-employee directors..."

dividend equivalent rights financial

"Includes 98.33 Phantom Stock Units 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

"may make one or more elections to reallocate...to a deemed investment in one or more measurement funds."

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Form 4 Insider Transactions: What Each Field Means →

04/01/2026 - 01:11 PM

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)
03/31/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	⁽¹⁾	03/31/2026		A		457.61		⁽²⁾	⁽²⁾	Common Stock, par value $0.01	457.61	$51.9	9,688.42⁽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 reallocate 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 98.33 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the Reporting Person on January 29, 2026.

Remarks:

	/s/ Kelli A. DiLuglio, as Attorney-in-Fact	04/01/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did BXP (BXP) director William H. Walton III receive in this Form 4?

William H. Walton III received 457.61 Phantom Stock Units as a grant under BXP’s 2021 Stock Incentive Plan. These units are compensation in lieu of cash director fees and are linked to BXP’s common stock on a 1-for-1 conversion basis after board service ends.

How do BXP (BXP) Phantom Stock Units convert into common shares?

Each Phantom Stock Unit converts into one share of BXP common stock. Settlement occurs after the director retires from the BXP board, either in a single lump sum or in ten annual installments, depending on the director’s prior election regarding payout structure.

What is the total Phantom Stock Unit holding reported for the BXP (BXP) director?

After this grant, William H. Walton III holds 9,688.42 Phantom Stock Units. This total includes 98.33 units that were previously credited to him on January 29, 2026 through dividend equivalent rights, which mirror dividends paid on BXP’s common shares.

Why did the BXP (BXP) director receive Phantom Stock Units instead of cash?

The director elected to receive Phantom Stock Units in lieu of cash director fees under BXP’s 2021 Stock Incentive Plan. This election ties a portion of his compensation to BXP’s share performance, aligning his economic interests with those of the company’s shareholders.

Can BXP (BXP) Phantom Stock Units be settled in cash instead of stock?

Phantom Stock Units are generally settled in BXP common stock, with fractional units paid in cash. However, amounts notionally reallocated into measurement funds after board service end are settled entirely in cash, rather than in BXP common shares, based on those funds’ performance.

What are dividend equivalent rights mentioned in the BXP (BXP) Form 4 footnotes?

Dividend equivalent rights credit additional Phantom Stock Units based on dividends paid on BXP common stock. In this filing, 98.33 Phantom Stock Units were added to the director’s balance on January 29, 2026, reflecting such dividend-linked credits rather than a separate stock grant transaction.