BXP Insider Filing: 403.55 Phantom Stock Units Awarded to Director

Q: What did BXP director Matthew J. Lustig report on Form 4 (BXP)?

He reported receiving 403.55 Phantom Stock Units on 09/30/2025 under BXP's 2021 Stock Incentive Plan, increasing his beneficial ownership to 19,397.38 shares .

Q: How do the Phantom Stock Units reported convert into BXP common stock?

The Phantom Stock Units convert on a 1-for-1 basis into BXP common stock and fractional units, if any, are settled in cash.

Q: Were any dividend equivalents included in the Form 4 filing?

Yes. The filing includes 280.29 Phantom Stock Units credited as dividend equivalent rights on 07/31/2025 .

Q: When are Phantom Stock Units settled for non-employee directors under the plan?

They are settled in a lump sum or in ten annual installments at the director's election following retirement from the BXP Board of Directors.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Matthew J. Lustig, a director of BXP, reported on Form 4 that on 09/30/2025 he was awarded 403.55 Phantom Stock Units under BXP's 2021 Stock Incentive Plan. The Phantom Stock Units convert to BXP common stock on a 1-for-1 basis and are to be settled in shares (fractional units, if any, in cash) either in a lump sum or in ten annual installments at the director's election following retirement from the BXP Board. The reported holding includes 280.29 units credited as dividend equivalents on 07/31/2025, and the total beneficially owned following the transaction is 19,397.38 shares. The filing was signed by an attorney-in-fact on 10/01/2025.

Positive

Equity-based compensation aligns the director's interests with shareholders through 1-for-1 conversion of Phantom Stock Units to common stock
Deferred settlement options (lump sum or ten annual installments) offer flexibility and potential retention benefits
Dividend equivalents credited (280.29 units on 07/31/2025) modestly increased the director's position

Negative

None.

Insights

TL;DR: Routine director equity award aligns compensation with shareholder outcomes without immediate cash payout.

The Form 4 reports a non-employee director equity grant of 403.55 Phantom Stock Units that convert 1-for-1 into common stock. Such awards are a standard mechanism to align non-employee director incentives with shareholder value and to defer cash outlays by the company. The additional 280.29 units from dividend equivalents indicate the plan credits directors with notional dividends, modestly increasing the reported holding to 19,397.38 shares. This is a non-cash, compensation-related transaction and does not reflect an open-market purchase or sale by the director.

TL;DR: The disclosure reflects typical director compensation design with deferred settlement and optional conversion to measurement funds.

The award is governed by BXP's 2021 Stock Incentive Plan and permits directors to elect Phantom Stock Units in lieu of cash fees, with settlement choices after board service ends. The plan allows deferred payout elections and conversion of notional investments to measurement funds settled in cash, which provides flexibility for directors and predictable accounting for the company. The filing clearly states settlement mechanics, including cash settlement for fractional units, consistent with standard governance practice.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider LUSTIG MATTHEW J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	403.55	$74.34	$30K

Holdings After Transaction: Phantom Stock Units — 19,397.38 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 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 280.29 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the Reporting Person on July 31, 2025.

Form 4 Insider Transactions: What Each Field Means →

10/01/2025 - 04:00 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).

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)

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)
09/30/2025

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⁾	09/30/2025		A		403.55		⁽²⁾	⁽²⁾	Common Stock, par value $0.01	403.55	$74.34	19,397.38⁽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 280.29 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the Reporting Person on July 31, 2025.

Remarks:

	/s/ Kelli A. DiLuglio, as Attorney-in-Fact	10/01/2025
	** 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 did BXP director Matthew J. Lustig report on Form 4 (BXP)?

He reported receiving 403.55 Phantom Stock Units on 09/30/2025 under BXP's 2021 Stock Incentive Plan, increasing his beneficial ownership to 19,397.38 shares.

How do the Phantom Stock Units reported convert into BXP common stock?

The Phantom Stock Units convert on a 1-for-1 basis into BXP common stock and fractional units, if any, are settled in cash.

Were any dividend equivalents included in the Form 4 filing?

Yes. The filing includes 280.29 Phantom Stock Units credited as dividend equivalent rights on 07/31/2025.

When are Phantom Stock Units settled for non-employee directors under the plan?

They are settled in a lump sum or in ten annual installments at the director's election following retirement from the BXP Board of Directors.

Can deferred payouts be converted to other investments under the plan?

Yes. Directors electing deferred payouts may convert all or a portion (in 25% increments) of their notional investment to one or more measurement funds; those amounts are settled in cash.