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BXP director Bruce W. Duncan receives stock award

The units are to be settled after retirement from the BXP Board, in a lump sum or ten annual installments at the director's election.

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Form Type
4

Rhea-AI Filing Summary

BXP, Inc. director Bruce W. Duncan acquired 572.74 Phantom Stock Units on September 30, 2026, as an award under BXP's 2021 Stock Incentive Plan, in lieu of director cash compensation fees. The units convert into BXP common stock on a 1-for-1 basis, and the reported price was $61.11 per unit. His reported Phantom Stock Unit balance after the transaction was 14,659.97 units, including 139.24 units credited as dividend equivalents on July 31, 2026.

Insider DUNCAN BRUCE W
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock Units F1, F2, F3 572.74 $61.11 $35K
Holdings After Transaction: Phantom Stock Units — 14,659.97 contracts (Direct)
Footnotes (3)
  1. F1. The Phantom Stock Units convert to BXP, Inc. ("BXP") common stock on a 1-for-1 basis.
  2. F2. 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. F3. Includes 139.24 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the Reporting Person on July 31, 2026.
Phantom Stock Units acquired 572.74 units Award dated September 30, 2026
Reported price per Phantom Stock Unit $61.11 per unit Award dated September 30, 2026
Phantom Stock Units after transaction 14,659.97 units Reported resulting balance
Dividend-equivalent units 139.24 units Credited July 31, 2026; included in the reported post-transaction balance
Common stock conversion ratio 1-for-1 Phantom Stock Units convert to BXP common stock
Annual settlement installments 10 installments Post-retirement settlement option
Measurement-fund election increments 25% increments For a non-employee director electing deferred payout, after board service ends
Phantom Stock Units financial
"The Phantom Stock Units convert to 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.
dividend equivalent rights financial
"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
"a deemed investment in one or more measurement funds"
deferred payout financial
"elect a deferred payout following their retirement"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Phantom Stock Units did BXP director Bruce W. Duncan acquire?

Bruce W. Duncan acquired 572.74 Phantom Stock Units on September 30, 2026. His reported balance after the transaction was 14,659.97 units, including 139.24 dividend-equivalent units credited on July 31, 2026.

How and when are BXP Phantom Stock Units settled?

The units are to be settled in BXP common stock after retirement from the BXP Board, in a lump sum or ten annual installments at the director's election; fractional units, if any, are settled in cash. A non-employee director who elects a deferred payout may, after board service ends, convert all or part of the notional investment to measurement funds in 25% increments; those amounts are settled in cash.

Why was Bruce W. Duncan awarded BXP Phantom Stock Units?

The units are awarded under BXP's 2021 Stock Incentive Plan to non-employee directors who elect to receive Phantom Stock Units in lieu of director cash compensation fees.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
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*
DUNCAN BRUCE W

(Last)(First)(Middle)
800 BOYLSTON STREET
SUITE 1900

(Street)
BOSTON MASSACHUSETTS 02199

(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)
09/30/2026
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)09/30/2026A572.74 (2) (2)Common Stock, par value $0.01572.74$61.1114,659.97(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 139.24 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the Reporting Person on July 31, 2026.
Remarks:
/s/ Kelli A. DiLuglio, as Attorney-in-Fact10/01/2026
** 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)

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