BXP, Inc. (BXP) EVP Bryan Koop awarded 5,501 LTIP Units

Rhea-AI Filing Summary

BXP, Inc. Executive Vice President Bryan J. Koop reported an acquisition of 5,501 LTIP Units on February 13, 2026 under the company’s 2023 multi-year long-term incentive program after performance hurdles were met. These derivative awards were priced at $0.25 per unit.

Each LTIP Unit can be converted into a partnership unit and then redeemed for either cash equal to the value of one BXP common share or one actual share, with no expiration date. The LTIP Units vested upon being earned but are subject to a one-year post-vesting holding period.

Following this grant, Koop beneficially owned 222,070 derivative securities. The filing also notes a forfeiture of 5,222 earlier LTIP Units originally issued in 2023 that did not satisfy performance-based vesting conditions tied to total shareholder return through February 6, 2026.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider KOOP BRYAN J

Role Executive Vice President

Type	Security	Shares	Price	Value
Grant/Award	LTIP Units	5,501	$0.25	$1K

Holdings After Transaction: LTIP Units — 222,070 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 5,222 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
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^*

KOOP BRYAN J

(Last) (First) (Middle)

C/O BXP

800 BOYLSTON STREET

(Street)

BOSTON MA 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)

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

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		5,501		(2)(3)	(2)	Common Stock, par value $.01	5,501	$0.25	222,070(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 5,222 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.
* 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.
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FAQ

What insider transaction did BXP (BXP) report for Bryan J. Koop?

BXP reported that Executive Vice President Bryan J. Koop acquired 5,501 LTIP Units on February 13, 2026. These units were earned under the 2023 multi-year incentive program after performance hurdles were met and increased his beneficial ownership of derivative securities to 222,070 units.

What are the key terms of Bryan Koop’s 5,501 BXP LTIP Units?

The 5,501 LTIP Units were granted at $0.25 per unit and vested once performance goals were achieved. Each LTIP Unit can convert into a partnership unit and then be redeemed for cash equal to one BXP share’s value or one actual share, with no expiration date.

How and when can Bryan Koop convert his BXP LTIP Units into common stock?

Each LTIP Unit may be converted into a common partnership unit at the election of the partnership or holder. That unit can then be redeemed for cash equal to one BXP common share’s fair market value or one share, generally only after a one-year post-vesting holding period.

What holding restrictions apply to Bryan Koop’s BXP LTIP and OP Units?

The LTIP Units vested when earned but are subject to an additional one-year post-vesting holding period. During this time, the LTIP Units and any related partnership units generally cannot be transferred, and the associated redemption right cannot be exercised, limiting near-term liquidity.

What forfeiture of BXP LTIP Units is disclosed for Bryan Koop?

The filing explains that 5,222 LTIP Units originally issued to Bryan Koop on February 7, 2023 were forfeited. These units were contingent on performance-based vesting hurdles tied to BXP’s total shareholder return from February 7, 2023 through February 6, 2026, which were not satisfied.

How many BXP derivative securities does Bryan Koop own after this grant?

After the February 13, 2026 LTIP grant, Bryan J. Koop beneficially owned 222,070 derivative securities. This figure includes the newly earned 5,501 LTIP Units under BXP’s 2023 multi-year long-term incentive program, all held in a direct ownership capacity according to the disclosure.