BXP, Inc. (BXP) CEO granted 35,930 LTIP units under 2023 program

Rhea-AI Filing Summary

BXP, Inc. reported that Chief Executive Officer and director Thomas Owen D acquired 35,930 LTIP Units on February 13, 2026 as a grant under the company’s 2023 Multi-Year Long-Term Incentive Program after performance hurdles were met.

These LTIP Units represent limited partnership interests in Boston Properties Limited Partnership and are convertible into common OP units that may ultimately be redeemed for cash or BXP common stock. The LTIP Units vested in full upon being earned and are subject to a one-year post-vesting holding period. Following this award, the reporting person beneficially owns 1,107,523 derivative securities.

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

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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^*

THOMAS OWEN D

(Last) (First) (Middle)

C/O BXP

599 LEXINGTON AVENUE

(Street)

NEW YORK NY 10022

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		35,930		(2)(3)	(2)	Common Stock, par value $.01	35,930	$0.25	1,107,523(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 34,102 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 in this Form 4 filing?

BXP reported that its Chief Executive Officer and director, Thomas Owen D, received a grant of 35,930 LTIP Units on February 13, 2026. The award came under the 2023 Multi-Year Long-Term Incentive Program after performance hurdles were satisfied, increasing his derivative holdings.

How many LTIP Units does the BXP CEO beneficially own after this Form 4?

After this grant, the BXP CEO beneficially owns 1,107,523 derivative securities in the form of LTIP Units. This total reflects the newly earned 35,930 units as well as prior awards, adjusted for previously forfeited units that did not meet performance-based vesting hurdles.

What are LTIP Units reported in the BXP (BXP) Form 4, and how can they convert?

The LTIP Units are limited partnership interests in Boston Properties Limited Partnership, BXP’s operating partnership. Each LTIP Unit can be converted into a common OP unit, which may then be redeemed for cash equal to BXP’s share price or, at BXP’s election, one share of BXP common stock.

What vesting and holding conditions apply to the BXP CEO’s new LTIP Units?

The LTIP Units earned under the 2023 incentive program vested in full once the performance hurdles were achieved. Each earned LTIP Unit, and any common OP unit from conversion, is subject to a one-year post-vesting holding period before transfer or redemption rights generally become exercisable.

How does the Form 4 describe forfeited BXP LTIP Units tied to performance hurdles?

The filing notes that 34,102 LTIP Units originally issued on February 7, 2023 were forfeited because they remained subject to performance-based vesting hurdles. Those hurdles were tied to BXP’s total shareholder return for the period from February 7, 2023 to February 6, 2026 and were not fully met.