BXP (NYSE: BXP) president receives 20,973 performance-based LTIP units

Rhea-AI Filing Summary

BXP, Inc. President and Director Douglas T. Linde acquired 20,973 LTIP Units on February 13, 2026 as an incentive award. The units were earned under the company’s 2023 multi-year long-term incentive program after performance hurdles were met, at a stated price of $0.25 per unit.

Each LTIP Unit can potentially convert into a partnership unit that may later be redeemed for cash equal to the fair market value of one share of BXP common stock, or, at the issuer’s election, one share of BXP common stock. After this grant, Linde beneficially owns 807,060 derivative securities. The LTIP Units vested upon being earned but are subject to an additional one-year post-vesting holding period, and the filing notes a prior forfeiture of 19,907 LTIP Units that did not meet performance conditions.

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^*

LINDE DOUGLAS T

(Last) (First) (Middle)

C/O BXP

800 BOYLSTON STREET

(Street)

BOSTON MA 02199

(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
X	Officer (give title below)		Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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
LTIP Units(1)	(2)	02/13/2026		A		20,973		(2)(3)	(2)	Common Stock, par value $.01	20,973	$0.25	807,060(4)	D

Explanation of Responses:

1. Represents units of limited partnership interest in Boston Properties Limited Partnership ("BPLP"), of which the Issuer is the general partner, earned (i.e., for which the performance-based hurdles have been met) pursuant to the Issuer's 2023 Multi-Year Long-Term Incentive Program (the "Program").

2. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of BPLP or the holder, into a common unit of limited partnership interest in BPLP ("Common OP Unit"). Each Common OP Unit acquired upon conversion of an LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of the Issuer's common stock, except that the Issuer may, at its election, acquire each Common OP Unit so presented for one share of the Issuer's common stock. LTIP Units have no expiration date.

3. The LTIP Units earned pursuant to the Program vested in full upon being earned. Each earned LTIP Unit and Common OP Unit acquired upon conversion of such LTIP Unit is subject to an additional post-vesting holding period pursuant to which such LTIP Unit and Common OP Unit generally may not be transferred, and the redemption right associated with the Common OP Unit may not be exercised, until one year after the vesting date.

4. Reflects the forfeiture of 19,907 LTIP Units originally issued on February 7, 2023 pursuant to the Program that were previously reported as beneficially owned by the Reporting Person, but remained subject to certain performance-based vesting hurdles based on the Issuer's total shareholder return for the period from February 7, 2023 to February 6, 2026.

Remarks:

	/s/ Kelli A. DiLuglio, as Attorney-in-Fact	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did BXP (BXP) President Douglas T. Linde report on this Form 4?

Douglas T. Linde reported acquiring 20,973 LTIP Units on February 13, 2026. These units were earned under BXP’s 2023 multi-year long-term incentive program after performance conditions were satisfied, and represent performance-based equity-linked compensation rather than an open-market stock purchase.

How many LTIP Units does Douglas T. Linde beneficially own after this transaction in BXP (BXP)?

After this incentive award, Douglas T. Linde beneficially owns 807,060 derivative securities related to LTIP Units. This figure includes the newly earned 20,973 LTIP Units and previously held units that remain outstanding, reflecting his accumulated performance-based equity interests in the operating partnership.

What are LTIP Units referenced in the BXP (BXP) Form 4 filing?

LTIP Units are performance-based units of limited partnership interest in Boston Properties Limited Partnership. Subject to certain tax and allocation conditions, each LTIP Unit can convert into a common partnership unit, which may then be redeemed for cash or, at the issuer’s election, one share of BXP common stock.

When did BXP (BXP) performance-based LTIP Units vest for Douglas T. Linde?

The LTIP Units earned under the 2023 multi-year long-term incentive program vested in full when the performance-based hurdles were met. After vesting, both the LTIP Units and any resulting common partnership units are subject to a one-year post-vesting holding period before transfer or redemption rights may generally be exercised.

What does the forfeiture of 19,907 LTIP Units mean in the BXP (BXP) Form 4?

The filing explains that 19,907 LTIP Units originally issued on February 7, 2023 were forfeited. These units had been reported as beneficially owned but remained subject to performance-based vesting tied to total shareholder return from February 7, 2023 to February 6, 2026, which was not fully achieved.

Is the BXP (BXP) LTIP Unit grant to Douglas T. Linde an open-market stock purchase?

No, the Form 4 characterizes the transaction as a grant or award of 20,973 LTIP Units with a transaction code “A.” This reflects equity-linked compensation earned under BXP’s long-term incentive program, not a discretionary open-market purchase of BXP common stock by the executive.