BXP (NYSE: BXP) Senior EVP granted 15,163 LTIP Units under 2023 plan

Rhea-AI Filing Summary

BXP, Inc. senior executive Raymond A. Ritchey reported an equity award tied to long-term performance. On 02/13/2026, he acquired 15,163 LTIP Units at $0.25 per unit, bringing his directly held derivative interest to 93,357 LTIP Units.

The LTIP Units were earned after performance-based hurdles were met under BXP’s 2023 Multi-Year Long-Term Incentive Program. These partnership units in Boston Properties Limited Partnership can be converted into Common OP Units and then redeemed for cash equal to the fair market value of one BXP common share, or, at the issuer’s election, exchanged for one share of common stock. The earned LTIP Units vested in full but remain subject to a one-year post-vesting holding period before transfer or redemption rights can generally be used.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider RITCHEY RAYMOND A

Role Senior EVP

Type	Security	Shares	Price	Value
Grant/Award	LTIP Units	15,163	$0.25	$4K

Holdings After Transaction: LTIP Units — 93,357 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, earned (i.e., for which the performance-based hurdles have been met) pursuant to the Issuer's 2023 Multi-Year Long-Term Incentive Program (the "Program"). Conditioned upon 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"). 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 the Issuer's common stock. LTIP Units have no expiration date. The LTIP Units earned pursuant to the Program vested in full upon being earned. Each earned LTIP Unit and Common OP Unit acquired upon conversion of such LTIP Unit is subject to an additional post-vesting holding period pursuant to which such LTIP Unit and Common OP Unit generally may not be transferred, and the redemption right associated with the Common OP Unit may not be exercised, until one year after the vesting date. Reflects the forfeiture of 14,391 LTIP Units originally issued on February 7, 2023 pursuant to the Program that were previously reported as beneficially owned by the Reporting Person, but remained subject to certain performance-based vesting hurdles based on the Issuer's total shareholder return for the period from February 7, 2023 to February 6, 2026.

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
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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^*

RITCHEY RAYMOND A

(Last) (First) (Middle)

C/O BXP

2200 PENNSYLVANIA AVENUE, NW

(Street)

WASHINGTON DC 20037

(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)
	Senior EVP

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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)	(2)	02/13/2026		A		15,163		(2)(3)	(2)	Common Stock, par value $.01	15,163	$0.25	93,357(4)	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, earned (i.e., for which the performance-based hurdles have been met) pursuant to the Issuer's 2023 Multi-Year Long-Term Incentive Program (the "Program").

2. Conditioned upon 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"). 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 the Issuer's common stock. LTIP Units have no expiration date.

3. The LTIP Units earned pursuant to the Program vested in full upon being earned. Each earned LTIP Unit and Common OP Unit acquired upon conversion of such LTIP Unit is subject to an additional post-vesting holding period pursuant to which such LTIP Unit and Common OP Unit generally may not be transferred, and the redemption right associated with the Common OP Unit may not be exercised, until one year after the vesting date.

4. Reflects the forfeiture of 14,391 LTIP Units originally issued on February 7, 2023 pursuant to the Program that were previously reported as beneficially owned by the Reporting Person, but remained subject to certain performance-based vesting hurdles based on the Issuer's total shareholder return for the period from February 7, 2023 to February 6, 2026.

Remarks:

	/s/ Kelli A. DiLuglio, as Attorney-in-Fact	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did BXP (BXP) report for Raymond A. Ritchey?

BXP reported that Senior EVP Raymond A. Ritchey acquired 15,163 LTIP Units on 02/13/2026 at $0.25 per unit. These are performance-based partnership units granted under the company’s 2023 Multi-Year Long-Term Incentive Program, increasing his directly held LTIP Units to 93,357.

What are the LTIP Units received by BXP (BXP) executive Raymond A. Ritchey?

The LTIP Units are limited partnership interests in Boston Properties Limited Partnership earned under BXP’s 2023 multi-year incentive program. Once certain tax-related conditions are met, each LTIP Unit can convert into a Common OP Unit, which may then be redeemed for cash or exchanged for one BXP common share.

How do Raymond A. Ritchey’s BXP LTIP Units convert into common stock?

Each LTIP Unit may be converted into a Common OP Unit at the election of BPLP or the holder, subject to tax allocation conditions. Each Common OP Unit can then be redeemed for cash equal to one BXP share’s fair market value or acquired by BXP in exchange for one common share.

When do the BXP LTIP Units granted to Raymond A. Ritchey become transferable?

The LTIP Units earned under the 2023 program vested in full when earned. However, each earned LTIP Unit and any Common OP Unit from conversion is generally subject to a one-year post-vesting holding period before transfer or exercise of the associated redemption right is permitted.

What forfeiture of LTIP Units is disclosed for BXP (BXP) executive Raymond A. Ritchey?

The disclosure notes the forfeiture of 14,391 LTIP Units originally issued on February 7, 2023 under the same program. Those units had been reported as beneficially owned but were still subject to performance hurdles tied to total shareholder return through February 6, 2026, which were not met.

Are the BXP LTIP Units granted to Raymond A. Ritchey subject to expiration?

The LTIP Units have no expiration date. After conversion into Common OP Units, each unit may be presented for redemption for cash equal to the fair market value of one BXP common share, or acquired by BXP in exchange for a single share of its common stock.