WALTON WILLIAM H III 4

4 · BXP, Inc. · Filed Jul 1, 2026

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Updated Jul 1, 2026

BXP Director William H. Walton III Receives Phantom Stock Award

What Happened

William H. Walton III, a director of BXP, received an award of 345.6 Phantom Stock Units on 2026-06-30. The units were granted at a reported value of $66.31 each, for a notional total of $22,917. This is an award (derivative grant), not an open-market purchase or sale.

Key Details

Transaction date: 2026-06-30; Form 4 filed: 2026-07-01 (timely filing).
Transaction code: A (award/other acquisition); derivative instrument: Phantom Stock Units.
Grant size and value: 345.6 units × $66.31 = $22,917 (not cash paid at grant).
Shares owned after transaction: Not disclosed in the filing.
Footnotes of note:
- F1: Each Phantom Stock Unit converts 1-for-1 into BXP common stock on settlement.
- F2: Units awarded under BXP’s 2021 Stock Incentive Plan for non-employee directors who elected phantom units in lieu of cash; settlement is in shares (or cash for fractional units) either in a lump sum or up to ten annual installments after director retirement; directors may elect post-retirement to convert some notional investments to measurement funds that are settled in cash.
- F3: The 345.6 units include 116.01 Phantom Stock Units credited April 30, 2026 as dividend equivalents.

Context

Phantom Stock Units are a form of deferred/phantom equity: they represent a right to receive company shares (or cash in certain cases) in the future rather than an immediate purchase of stock. Such awards are routine director compensation and should be interpreted as compensation, not a direct market purchase or sale.

Form 4

Period: 2026-06-30

Director

Transactions

Award
Phantom Stock Units
[F1][F2][F3]
2026-06-30$66.31/sh+345.6$22,917→ 10,150.03 total
→ Common Stock, par value $0.01 (345.6 underlying)

Footnotes (3)

[F1]The Phantom Stock Units convert to BXP, Inc. ("BXP") common stock on a 1-for-1 basis.
[F2]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.
[F3]Includes 116.01 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the Reporting Person on April 30, 2026.

Signature

/s/ Kelli A. DiLuglio, as Attorney-in-Fact|2026-07-01

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