BXP Insider Filing: Joel Klein Awarded 454 Phantom Units, 21,906.07 Shares After Grant

Rhea-AI Filing Summary

Joel Klein, a director of BXP, Inc. (BXP), reported receipt of 454 Phantom Stock Units on 09/30/2025 under BXP’s 2021 Stock Incentive Plan. The Phantom Stock Units convert 1-for-1 into BXP common stock and may be settled in either shares or cash, with settlement timing and form (lump sum or ten annual installments) chosen by the director following retirement from the board. The award price reference is $74.34 and the filing notes that 316.56 of the reported units reflect dividend equivalent credits posted on 07/31/2025. The form shows 21,906.07 shares (or share-equivalents) beneficially owned following the transaction. The award applies to non-employee directors who elected Phantom Stock Units in lieu of cash compensation, and deferred payout elections may convert portions to measurement funds that will be settled in cash.

Insights

Financial Analyst

TL;DR: Routine non-employee director equity award; modest governance alignment but not material to company valuation.

This Form 4 documents a customary director compensation event: a grant of 454 Phantom Stock Units that convert 1-for-1 into common shares and include dividend equivalents. Such awards are typical for non-employee directors electing equity in lieu of cash and serve to align director incentives with shareholder value. The filing does not disclose any sale or disposition and indicates continued beneficial ownership of 21,906.07 share-equivalents. There is no information here suggesting material dilution, significant insider selling, or an extraordinary corporate action.

Corporate Governance Expert

TL;DR: Director compensation via phantom units supports alignment and retention; disclosure is standard and transparent.

The disclosure describes plan-based phantom unit awards settled in stock or cash with post-retirement payout elections, including a mechanism for converting portions to measurement funds. This structure is common for non-employee director programs and provides flexibility for retirement payouts. The inclusion of dividend equivalent credits and the clear description of settlement terms are positive for transparency. No governance concerns or departures from standard practice are apparent in the filing.

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).

1. Name and Address of Reporting Person^*

KLEIN JOEL

(Last) (First) (Middle)

BXP

800 BOYLSTON STREET, SUITE 1900

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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)	09/30/2025		A		454		(2)	(2)	Common Stock, par value $0.01	454	$74.34	21,906.07(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 316.56 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the Reporting Person on July 31, 2025.

Remarks:

	/s/ Kelli A. DiLuglio, as Attorney-in-Fact	10/01/2025
	** 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.

FAQ

What did Joel Klein report on the BXP Form 4?

He reported receipt of 454 Phantom Stock Units on 09/30/2025 under BXP’s 2021 Stock Incentive Plan.

How do the Phantom Stock Units convert for BXP insiders?

They convert 1-for-1 into BXP common stock and may be settled in shares or cash, at the director’s election after retirement.

Did the filing include dividend equivalents or similar credits?

Yes. The filing states 316.56 Phantom Stock Units were credited as dividend equivalents on 07/31/2025.

How many BXP share-equivalents does the reporting person own after the transaction?

The filing shows 21,906.07 share-equivalents beneficially owned following the reported transaction.

When was the Form 4 signed and filed?

The signature block is dated 10/01/2025 with the reported transaction date of 09/30/2025.