[Form 4] BXP, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Director William H. Walton III received 319.48 Phantom Stock Units from BXP on 09/30/2025, awarded under BXP's 2021 Stock Incentive Plan to non-employee directors who elected to receive phantom units instead of cash fees. The phantom units convert 1-for-1 into BXP common stock and may be settled in a lump sum or ten annual installments after the director's retirement, with an option to notionally invest portions in measurement funds that would be settled in cash. The filing shows 319.48 units valued at $74.34 and that the reporting person now beneficially owns 8,695.02 shares equivalent, including 123.60 units credited as dividend equivalents on July 31, 2025.

Positive

• 319.48 Phantom Stock Units awarded to the reporting person on 09/30/2025
• Phantom units convert 1-for-1 into BXP common stock per the filing
• Post-transaction beneficial ownership reported as 8,695.02 shares, providing transparency
• 123.60 units credited as dividend equivalents on July 31, 2025, disclosed in the filing

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received equity-settled phantom units equal to 319.48 shares, modest change to reported holdings.

The Form 4 discloses a non-employee director election to receive Phantom Stock Units under the 2021 Stock Incentive Plan on 09/30/2025. The units convert 1-for-1 into common stock and can be settled either as shares or, for certain elections after retirement, in cash if notionally invested in measurement funds. The filing reports a per-unit value of $74.34 and a post-transaction beneficial ownership of 8,695.02 shares. This is a routine director compensation transaction rather than an open-market purchase or sale.

Corporate Governance Expert

TL;DR: Director compensation awarded as phantom units aligns pay with equity but is a standard, disclosed plan award.

The disclosure indicates the award was made under the company plan for non-employee directors who elected phantom units in lieu of cash. Settlement mechanics, including lump-sum or ten-year installment options and the ability to convert portions to measurement funds post-retirement, are described. The report also notes 123.60 phantom units were credited as dividend equivalents on July 31, 2025, and the form is signed by an attorney-in-fact on 10/01/2025. The filing appears to be a routine, compliant Section 16 disclosure.

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

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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^*

WALTON WILLIAM H III

(Last) (First) (Middle)

ONE INDEPENDENT DRIVE

SUITE 1600

(Street)

JACKSONVILLE FL 32202

(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		319.48		(2)	(2)	Common Stock, par value $0.01	319.48	$74.34	8,695.02(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 123.60 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 BXP director William H. Walton III receive on 09/30/2025?

He was awarded 319.48 Phantom Stock Units under BXP's 2021 Stock Incentive Plan, as disclosed on the Form 4.

How do the Phantom Stock Units convert into BXP shares?

The filing states the Phantom Stock Units convert on a 1-for-1 basis into BXP common stock.

What is the reported post-transaction beneficial ownership for the reporting person?

The Form 4 reports 8,695.02 shares beneficially owned following the reported transaction.

Were any dividend equivalents credited to the reporting person?

Yes, the filing includes 123.60 Phantom Stock Units received pursuant to dividend equivalent rights credited on July 31, 2025.

What settlement and payment options are described for the phantom units?

Phantom units are to be settled in shares in a lump sum or in ten annual installments after retirement, and directors may elect post-retirement to convert portions to measurement funds which would be settled in cash.