BXP, Inc. (BXP) director reports new phantom stock unit award

Rhea-AI Filing Summary

BXP, Inc. reported that one of its non-employee directors acquired additional phantom stock units as of 12/31/2025 under the company’s 2021 Stock Incentive Plan. The director received 351.96 Phantom Stock Units in lieu of cash director fees, each of which is designed to convert into one share of BXP common stock. These units may be settled in a lump sum or in ten annual installments after the director retires from the board.

The director now beneficially owns 9,132.48 Phantom Stock Units, which includes 85.50 units credited on 10/31/2025 as dividend equivalents. Phantom stock units tied to BXP common stock are generally settled in shares, while any fractional units and amounts notionally reallocated to measurement funds are settled in cash.

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^*

WALTON WILLIAM H III

(Last) (First) (Middle)

ONE INDEPENDENT DRIVE

SUITE 1600

(Street)

JACKSONVILLE FL 32202

(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)
12/31/2025

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)	12/31/2025		A		351.96		(2)	(2)	Common Stock, par value $0.01	351.96	$67.48	9,132.48(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 85.50 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the reporting person on October 31, 2025.

Remarks:

	/s/ Kelli A. DiLuglio, as Attorney-in-Fact	01/05/2026
	** 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).
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FAQ

What insider transaction did BXP (BXP) disclose in this Form 4?

A non-employee director of BXP, Inc. reported acquiring 351.96 Phantom Stock Units on 12/31/2025 under the company’s 2021 Stock Incentive Plan in lieu of cash director fees.

How many phantom stock units does the BXP director now beneficially own?

Following the reported transaction, the director beneficially owns 9,132.48 Phantom Stock Units tied to BXP common stock.

What are BXP phantom stock units and how do they convert?

Phantom Stock Units are notional units that track the value of BXP common stock. They convert to BXP common shares on a 1-for-1 basis when settled, with any fractional units settled in cash.

When are the BXP phantom stock units settled for this director?

The Phantom Stock Units are settled in BXP common stock either in a lump sum or in ten annual installments, at the director’s election, after the director retires from the BXP Board of Directors.

What role do dividend equivalent rights play in the director’s BXP phantom units?

The director’s total includes 85.50 Phantom Stock Units received as dividend equivalent rights, which were credited on 10/31/2025 and increase the number of units held.

Can the BXP director change how phantom stock units are notionally invested?

After retiring from the board, the director may elect to reallocate all or a portion of the notional investment from BXP common stock to one or more measurement funds in 25% increments, with those amounts settled in cash instead of stock.

Under which plan were the BXP phantom stock units granted?

The Phantom Stock Units were awarded under BXP’s 2021 Stock Incentive Plan to non-employee directors who choose to receive units instead of cash compensation fees.