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  4. [Form 4] BXP, Inc. Insider Trading Activity

BXP (NYSE: BXP) director takes fees in phantom stock units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

WALTON WILLIAM H III reported acquisition or exercise transactions in this Form 4 filing.

BXP, Inc. director William H. Walton III received a grant of 345.6 Phantom Stock Units, each tied 1-for-1 to BXP common stock. The grant was valued at $66.31 per unit and increased his Phantom Stock Unit balance to 10,150.03 units.

These units were awarded under BXP's 2021 Stock Incentive Plan after he elected to receive Phantom Stock Units instead of cash director fees. The units will generally be settled in BXP common shares after he retires from the board, with fractional units paid in cash. His holdings include 116.01 Phantom Stock Units credited as dividend equivalent rights on April 30, 2026.

Positive

  • None.

Negative

  • None.
Insider WALTON WILLIAM H III
Role null
Type Security Shares Price Value
Grant/Award Phantom Stock Units 345.6 $66.31 $23K
Holdings After Transaction: Phantom Stock Units — 10,150.03 shares (Direct, null)
Footnotes (1)
  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 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. Includes 116.01 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the Reporting Person on April 30, 2026.
Phantom Stock Units granted 345.6 units Award on June 30, 2026
Grant value per unit $66.31 per unit Phantom Stock Units grant price
Total Phantom Stock Units after grant 10,150.03 units Holdings following transaction
Dividend-equivalent Phantom Units 116.01 units Credited on April 30, 2026
Conversion ratio 1 unit : 1 share Phantom Stock Units to BXP common stock
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 116.01 Phantom Stock Units received pursuant to dividend equivalent rights which were credited..."
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 convert... to a deemed investment in one or more measurement funds."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units(1)06/30/2026A345.6 (2) (2)Common Stock, par value $0.01345.6$66.3110,150.03(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 116.01 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the Reporting Person on April 30, 2026.
Remarks:
/s/ Kelli A. DiLuglio, as Attorney-in-Fact07/01/2026
** Signature of Reporting PersonDate
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 report on this Form 4?

He reported receiving 345.6 Phantom Stock Units as a compensation grant. These awards increase his total Phantom Stock Unit balance to 10,150.03 units, all linked 1-for-1 to BXP common stock under the company’s 2021 Stock Incentive Plan.

How are William H. Walton III’s Phantom Stock Units at BXP (BXP) valued and settled?

The new 345.6 Phantom Stock Units were granted at $66.31 per unit. They convert into BXP common stock on a 1-for-1 basis, generally settled after his retirement from the board, with fractional units paid in cash instead of shares.

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

Under BXP’s 2021 Stock Incentive Plan, non-employee directors can elect Phantom Stock Units instead of cash fees. William H. Walton III chose this option, so his director cash compensation was delivered as 345.6 Phantom Stock Units tied to BXP common stock.

When will William H. Walton III’s Phantom Stock Units in BXP (BXP) be paid out?

The Phantom Stock Units are payable after his retirement from the BXP board. He may choose a lump-sum payment or ten annual installments, with most amounts settled in BXP common shares and any fractional units settled in cash.

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

Dividend equivalent rights credit additional Phantom Stock Units when BXP pays dividends. The filing notes 116.01 Phantom Stock Units were added to William H. Walton III’s account on April 30, 2026, reflecting these dividend-linked accruals.

Can BXP (BXP) Phantom Stock Units be converted into something other than stock?

After a director leaves the board, they may reallocate some Phantom Stock Unit value into measurement funds. Amounts notionally invested in these funds are settled in cash instead of BXP common stock, providing an alternative payout structure for part of the balance.