BXP director Matthew J. Lustig acquires stock units

Q: How many Phantom Stock Units did the BXP director acquire?

Matthew J. Lustig acquired 490.92 Phantom Stock Units on September 30, 2026, and his reported direct balance afterward was 22,221.37 units. The units convert one-for-one into BXP common stock.

The units substitute for director cash fees, with payout deferred until board retirement and available in a lump sum or ten annual installments.

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Rhea-AI Filing Summary

BXP, Inc. director Matthew J. Lustig acquired 490.92 Phantom Stock Units on September 30, 2026, bringing his reported direct balance to 22,221.37 units. The units convert one-for-one into BXP common stock and were awarded under the 2021 Stock Incentive Plan to non-employee directors who elected units in lieu of cash director fees. Settlement follows retirement from the BXP Board of Directors, in a lump sum or ten annual installments at the reporting person’s election. The balance includes 214.79 units credited on July 31, 2026, under dividend equivalent rights.

Insider Trade Summary

Grant/Award: 490.92 shares

Grant/Award 1 txn

Insider LUSTIG MATTHEW J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units ^{F1, F2, F3}	490.92	$61.11	$30K

Holdings After Transaction: Phantom Stock Units — 22,221.37 contracts (Direct)

Footnotes (3)

F1. The Phantom Stock Units convert to BXP, Inc. ("BXP") common stock on a 1-for-1 basis.
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.
F3. Includes 214.79 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the Reporting Person on July 31, 2026.

Key Figures

Phantom Stock Units acquired: 490.92 units Reported direct balance after transaction: 22,221.37 Phantom Stock Units Reported per-unit amount: $61.11 per unit +2 more

5 metrics

Phantom Stock Units acquired 490.92 units September 30, 2026 award

Reported direct balance after transaction 22,221.37 Phantom Stock Units After the September 30, 2026 transaction

Reported per-unit amount $61.11 per unit Phantom Stock Unit transaction dated September 30, 2026

Dividend equivalent units 214.79 units Credited July 31, 2026; included in the reported balance

Conversion ratio 1-for-1 Phantom Stock Units convert to BXP common stock

Key Terms

Phantom Stock Units, dividend equivalent rights, 2021 Stock Incentive Plan, measurement funds

4 terms

Phantom Stock Units financial

"The Phantom Stock Units convert to BXP, Inc. 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.

2021 Stock Incentive Plan financial

"awarded under BXP's 2021 Stock Incentive Plan"

measurement funds financial

"a deemed investment in one or more measurement funds"

FAQ

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How many Phantom Stock Units did the BXP director acquire?

Matthew J. Lustig acquired 490.92 Phantom Stock Units on September 30, 2026, and his reported direct balance afterward was 22,221.37 units. The units convert one-for-one into BXP common stock.

How are BXP Phantom Stock Units settled?

They are settled following the reporting person’s retirement from the BXP Board of Directors, either in a lump sum or ten annual installments, at his election. Fractional units, if any, are settled in cash. A director choosing deferred payout may elect, after board service ends, to shift notional investment in 25% increments to measurement funds, which are settled in cash instead of BXP common stock.

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Available on EDGAR 10/01/2026 - 12:07 PM Accepted by SEC EDGAR 10/01/2026 - 12:07 PM

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^*

LUSTIG MATTHEW J

(Last)

(First)

(Middle)

C/O LAZARD FRERES & CO LLC

30 ROCKEFELLER PLAZA

(Street)

NEW YORK

10020

(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)

X	Director	10% 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)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	⁽¹⁾	09/30/2026		A		490.92		⁽²⁾	⁽²⁾	Common Stock, par value $0.01	490.92	$61.11	22,221.37⁽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 214.79 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-Fact	10/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR