BXP, Inc. (BXP) director reports 7,341.99 total phantom stock units

Q: What insider transaction did BXP (BXP) disclose in this filing?

The filing shows that a non-employee director received 407.53 Phantom Stock Units on 12/31/2025 under BXP’s 2021 Stock Incentive Plan.

Q: How do BXP (BXP) Phantom Stock Units work for this director?

The Phantom Stock Units convert into BXP common stock on a 1-for-1 basis , with fractional units settled in cash, after the director retires from the board.

Q: What is the role of dividend equivalent rights in the BXP Phantom Stock Units?

The total includes 67.52 Phantom Stock Units credited on October 31, 2025 as dividend equivalent rights , mirroring dividends paid on BXP shares.

Q: When are BXP Phantom Stock Units paid out to the director?

The units are settled after the director’s retirement from the BXP Board , either in a lump sum or in ten annual installments , at the director’s election.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

BXP, Inc. reported that one of its non-employee directors received 407.53 Phantom Stock Units on 12/31/2025 under the company’s 2021 Stock Incentive Plan. These units are a form of deferred equity-based compensation that convert into BXP common stock on a 1-for-1 basis, with any fractional units settled in cash.

After this grant, the director beneficially owns 7,341.99 Phantom Stock Units, which includes 67.52 units credited on October 31, 2025 as dividend equivalent rights. The Phantom Stock Units are settled in BXP shares, in a lump sum or over ten annual installments, following the director’s retirement from the board. The director may later choose to reallocate deferred amounts into notional measurement funds, which would then be settled in cash rather than stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider KIPP MARY E

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	407.53	$67.48	$28K

Holdings After Transaction: Phantom Stock Units — 7,341.99 shares (Direct)

Footnotes (1)

The Phantom Stock Units convert to BXP, Inc. ("BXP") common stock on a 1-for-1 basis. 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 reallocate 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. Includes 67.52 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the reporting person on October 31, 2025.

Form 4 Insider Transactions: What Each Field Means →

01/05/2026 - 03:28 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^*

KIPP MARY E

(Last)

(First)

(Middle)

800 BOYLSTON STREET

SUITE 1900

(Street)

BOSTON

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)
12/31/2025

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)
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⁾	12/31/2025		A		407.53		⁽²⁾	⁽²⁾	Common Stock, par value $0.01	407.53	$67.48	7,341.99⁽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 reallocate 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 67.52 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the reporting person on October 31, 2025.

Remarks:

	/s/ Kelli A. DiLuglio, as Attorney-in-Fact	01/05/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did BXP (BXP) disclose in this filing?

The filing shows that a non-employee director received 407.53 Phantom Stock Units on 12/31/2025 under BXP’s 2021 Stock Incentive Plan.

How do BXP (BXP) Phantom Stock Units work for this director?

The Phantom Stock Units convert into BXP common stock on a 1-for-1 basis, with fractional units settled in cash, after the director retires from the board.

How many Phantom Stock Units does the BXP director own after this transaction?

Following the reported grant, the director beneficially owns 7,341.99 Phantom Stock Units linked to BXP common stock.

What is the role of dividend equivalent rights in the BXP Phantom Stock Units?

The total includes 67.52 Phantom Stock Units credited on October 31, 2025 as dividend equivalent rights, mirroring dividends paid on BXP shares.

When are BXP Phantom Stock Units paid out to the director?

The units are settled after the director’s retirement from the BXP Board, either in a lump sum or in ten annual installments, at the director’s election.

Can the BXP director change how their Phantom Stock Units are invested?

After board service ends, the director may elect to reallocate deferred amounts, in 25% increments, from BXP stock to notional measurement funds, which are then settled in cash.