BXP Inc. (BXP) grants 59,322 LTIP Units under 2025 Outperformance Plan

Rhea-AI Filing Summary

BXP, Inc. reported an insider equity award for its Executive Vice President on a Form 4. On 12/22/2025, the executive received 59,322 LTIP Units of Boston Properties Limited Partnership under the company’s 2025 Outperformance Plan. These partnership units can convert into common partnership units and then be redeemed for cash equal to the value of one share of BXP common stock, or exchanged for one share at the company’s election.

The number of LTIP Units ultimately earned depends on BXP’s dividend-adjusted share price performance over a four-year period ending December 22, 2029, with performance tiers between $90.00 and $118.00. The units also vest over time, with one-third vesting on the second anniversary of the grant and the remainder vesting over the third and fourth years, subject to continued service and achievement of the performance goals.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Spann Hilary J.

Role Executive Vice President

Type	Security	Shares	Price	Value
Grant/Award	LTIP Units	59,322	$0.25	$15K

Holdings After Transaction: LTIP Units — 104,740 shares (Direct)

Footnotes (1)

1. Represents units of limited partnership interest in Boston Properties Limited Partnership ("BPLP"), of which the Issuer is the general partner, granted pursuant to the Issuer's 2025 Outperformance Plan (the "2025 OPP"). Conditioned on the 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") only if the performance-based and time-based vesting conditions described below are met. 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 its common stock. LTIP Units have no expiration date. The LTIP Units granted pursuant to the 2025 OPP may be earned based on the appreciation of the Issuer's common stock price during the four-year performance period ending December 22, 2029. The number of LTIP Units earned, if any, will be determined based on the highest level of achievement of eight performance tiers ranging from $90.00 to $118.00, with 12.5% of the LTIP Units earned at $90.00 and 100% of the LTIP Units earned at $118.00. Linear interpolation does not apply for performance between tiers; however, each $4.00 increase in performance will increase the percentage of the maximum award earned by 12.5%. A performance tier will be achieved if the dividend-adjusted closing price of the Issuer's common stock equals or exceeds the applicable performance tier over any period of twenty (20) consecutive trading days during the performance period. The LTIP Units are also subject to time-based vesting conditions, with one-third vesting on the second anniversary of the grant date and the remaining two-thirds vesting ratably over the third and fourth years, subject to continued service and the achievement of the performance-based vesting conditions described above.

Form 4 Insider Transactions: What Each Field Means →

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

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^*

Spann Hilary J.

(Last) (First) (Middle)

C/O BXP

599 LEXINGTON AVENUE

(Street)

NEW YORK NY 10022

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2025

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
LTIP Units(1)	(1)	12/22/2025		A		59,322		(1)(2)(3)	(1)	Common Stock, par value $0.01	59,322	$0.25	104,740	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, granted pursuant to the Issuer's 2025 Outperformance Plan (the "2025 OPP"). Conditioned on the 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") only if the performance-based and time-based vesting conditions described below are met. 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 its common stock. LTIP Units have no expiration date.

2. The LTIP Units granted pursuant to the 2025 OPP may be earned based on the appreciation of the Issuer's common stock price during the four-year performance period ending December 22, 2029. The number of LTIP Units earned, if any, will be determined based on the highest level of achievement of eight performance tiers ranging from $90.00 to $118.00, with 12.5% of the LTIP Units earned at $90.00 and 100% of the LTIP Units earned at $118.00. Linear interpolation does not apply for performance between tiers; however, each $4.00 increase in performance will increase the percentage of the maximum award earned by 12.5%. A performance tier will be achieved if the dividend-adjusted closing price of the Issuer's common stock equals or exceeds the applicable performance tier over any period of twenty (20) consecutive trading days during the performance period.

3. The LTIP Units are also subject to time-based vesting conditions, with one-third vesting on the second anniversary of the grant date and the remaining two-thirds vesting ratably over the third and fourth years, subject to continued service and the achievement of the performance-based vesting conditions described above.

Remarks:

	/s/ Kelli A. DiLuglio, as Attorney-in-Fact	12/22/2025
	** 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 insider transaction did BXP (BXP) report in this Form 4?

The filing shows that BXP’s Executive Vice President was granted 59,322 LTIP Units in Boston Properties Limited Partnership under the 2025 Outperformance Plan on 12/22/2025.

Who is the reporting person and what is their role at BXP (BXP)?

The reporting person is identified as an Executive Vice President of BXP, Inc., and the Form 4 is filed for one reporting person.

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

The LTIP Units are units of limited partnership interest in Boston Properties Limited Partnership (BPLP). After meeting tax, performance, and time-based conditions, each LTIP Unit may convert into a common partnership unit, which can then be redeemed for cash equal to the fair market value of one share of BXP common stock or exchanged for one share, at the company’s election.

What performance conditions apply to the 2025 Outperformance Plan LTIP Units for BXP (BXP)?

The LTIP Units may be earned based on the appreciation of BXP’s dividend-adjusted common stock price during a four-year period ending December 22, 2029. There are eight performance tiers from $90.00 to $118.00; 12.5% of the LTIP Units are earned at $90.00 and 100% at $118.00. A tier is achieved if the dividend-adjusted closing price equals or exceeds that tier for any 20 consecutive trading days in the performance period.

How do the LTIP Units in the BXP (BXP) grant vest over time?

The LTIP Units are subject to time-based vesting in addition to performance conditions. One-third vests on the second anniversary of the grant date, and the remaining two-thirds vests ratably over the third and fourth years, contingent on continued service and satisfaction of the performance-based vesting requirements.

Do the LTIP Units reported for BXP (BXP) have an expiration date?

The filing states that the LTIP Units have no expiration date, although their conversion and vesting depend on the specified performance and service conditions.