BXP, Inc. (NYSE: BXP) director updates holdings with new phantom stock grant

Rhea-AI Filing Summary

BXP, Inc. director reports new phantom stock award and updated holdings. On 12/31/2025, a non-employee director acquired 351.96 Phantom Stock Units tied to BXP common stock under the company’s 2021 Stock Incentive Plan.

The units convert into BXP common shares on a 1-for-1 basis and may be paid in a lump sum or in ten annual installments after the director retires from the board. Following this transaction, the director holds 3,894.91 Phantom Stock Units, which include 34.50 units credited on October 31, 2025 as dividend equivalents on existing awards.

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^*

West Tony

(Last) (First) (Middle)

800 BOYLSTON STREET

SUITE 1900

(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)

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)
			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
Phantom Stock Units	(1)	12/31/2025		A		351.96		(2)	(2)	Common Stock, par value $0.01	351.96	$67.48	3,894.91(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 34.50 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.

FAQ

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

A non-employee director acquired 351.96 Phantom Stock Units on 12/31/2025 under BXP’s 2021 Stock Incentive Plan, linked 1-for-1 to BXP common stock.

How many BXP phantom stock units does the director hold after this transaction?

After the reported transaction, the director beneficially owns 3,894.91 Phantom Stock Units tied to BXP, Inc. common stock.

How do BXP phantom stock units convert into common shares?

Each Phantom Stock Unit converts into one share of BXP common stock, with any fractional units, if applicable, settled in cash when paid.

When are the BXP phantom stock units paid to the director?

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

Why did the BXP director receive phantom stock units instead of cash?

The units were awarded because the non-employee director elected to receive Phantom Stock Units in lieu of cash director compensation fees under BXP’s 2021 Stock Incentive Plan.

What are the dividend equivalent rights mentioned in the BXP filing?

The total includes 34.50 Phantom Stock Units credited on October 31, 2025 as dividend equivalent rights, which mirror dividends on BXP common stock.

Can the BXP director change how phantom stock units are notionally invested?

After board service ends, the director may elect to reallocate portions of the notional investment from BXP stock to measurement funds, in at least 25% increments, with those amounts settled in cash.