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BXP, Inc. (NYSE: BXP) awards phantom stock units to director

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

DUNCAN BRUCE W reported acquisition or exercise transactions in this Form 4 filing.

BXP, Inc. director Bruce W. Duncan received a grant of 515.260 Phantom Stock Units as part of non-employee director compensation. These units are valued at $66.31 per unit and increase his Phantom Stock Unit balance to 13,947.990 units.

Each Phantom Stock Unit is convertible into one share of BXP common stock, generally after he retires from the Board, either in a lump sum or in ten annual installments at his election. A portion of the balance, including 158.94 units, reflects dividend equivalent rights, and he may later elect to notionally move part of his deferred balance into measurement funds that are settled in cash instead of stock.

Positive

  • None.

Negative

  • None.
Insider DUNCAN BRUCE W
Role null
Type Security Shares Price Value
Grant/Award Phantom Stock Units 515.26 $66.31 $34K
Holdings After Transaction: Phantom Stock Units — 13,947.99 shares (Direct, null)
Footnotes (1)
  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 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. Includes 158.94 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the Reporting Person on April 30, 2026.
Phantom Stock Units granted 515.2600 units Grant to non-employee director on June 30, 2026
Reference value per unit $66.31 per unit Phantom Stock Unit grant price basis
Total Phantom Stock Units after grant 13,947.9900 units Director’s Phantom Stock Unit balance following transaction
Dividend equivalent units included 158.94 units Credited on April 30, 2026 as dividend equivalents
Conversion ratio 1 unit : 1 share Each Phantom Stock Unit converts into one BXP common share
Installment payout option 10 annual installments Alternative to lump-sum settlement after Board retirement
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.
2021 Stock Incentive Plan financial
"The Phantom Stock Units are awarded under BXP's 2021 Stock Incentive Plan to non-employee directors."
dividend equivalent rights financial
"Includes 158.94 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the Reporting Person."
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.
measurement funds financial
"Directors may elect to convert a portion of their notional investment from BXP common stock to a deemed investment in one or more measurement funds."
deferred payout financial
"Non-employee directors who elect a deferred payout following their retirement may make one or more elections to convert their notional investment."
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FAQ

What did BXP director Bruce W. Duncan report on this Form 4 for BXP?
Bruce W. Duncan reported receiving a grant of 515.260 Phantom Stock Units as non-employee director compensation. These units track BXP common stock value and increase his total Phantom Stock Units to 13,947.990, reflecting deferred, stock-based pay rather than a market purchase.

How do BXP Phantom Stock Units held by Bruce W. Duncan convert into common stock?
Each Phantom Stock Unit converts into one share of BXP common stock. Settlement occurs after his retirement from the Board, either in a single lump sum or in ten annual installments, based on his prior election, providing deferred equity-based compensation instead of immediate cash fees.

What is the value reference for Bruce W. Duncan’s new Phantom Stock Units at BXP?
The 515.260 Phantom Stock Units were granted at a reference value of $66.31 per unit. This price is used for the notional accounting of the award and reflects the basis for tracking the deferred director compensation tied to BXP’s common stock performance.

How many total Phantom Stock Units does Bruce W. Duncan now hold at BXP?
After this grant, Bruce W. Duncan holds 13,947.990 Phantom Stock Units. This balance includes units received from director fee elections and 158.94 units credited as dividend equivalent rights, all representing deferred compensation linked to BXP common stock value over time.

What are dividend equivalent rights in Bruce W. Duncan’s BXP Phantom Stock Units?
Dividend equivalent rights credit additional Phantom Stock Units when BXP pays dividends on its common stock. Duncan’s balance includes 158.94 such units credited on April 30, 2026, mirroring reinvested dividends and enhancing his deferred, stock-linked compensation without current cash payouts.

Can Bruce W. Duncan choose cash instead of BXP stock for some deferred units?
Yes. After his Board service ends, he may elect to convert portions, in 25% increments, of his deferred Phantom Stock Units into notional investments in measurement funds. Amounts notionally invested in these funds are ultimately settled in cash rather than BXP common stock.
SEC Form 4
FORM 4UNITED 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*
DUNCAN BRUCE W
(Last)(First)(Middle)
800 BOYLSTON STREET
SUITE 1900
(Street)
BOSTON MASSACHUSETTS 02199
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units(1)06/30/2026A515.26 (2) (2)Common Stock, par value $0.01515.26$66.3113,947.99(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 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 158.94 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the Reporting Person on April 30, 2026.
Remarks:
/s/ Kelli A. DiLuglio, as Attorney-in-Fact07/01/2026
** Signature of Reporting PersonDate
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