DUNCAN BRUCE W 4

4 · BXP, Inc. · Filed Apr 1, 2026

AI-generated summary of this filing

Updated Apr 1, 2026

BXP Director Bruce W. Duncan Receives Phantom Stock Award

What Happened

Bruce W. Duncan, a director of BXP, was awarded 674.37 Phantom Stock Units on 2026-03-31. The units were valued at $51.90 each for a total grant value of $35,000. This was an award (code A) under the company's director compensation program, not an open-market purchase or sale.

Key Details

Transaction date and price: 2026-03-31; 674.37 units at $51.90 each (total $35,000).
Derivative nature: Phantom Stock Units convert to BXP common stock on a 1-for-1 basis (Footnote F1).
Additional credit: 134.22 Phantom Stock Units were included from dividend equivalent rights credited 2026-01-29 (Footnote F3).
Plan and settlement: Award made under BXP’s 2021 Stock Incentive Plan for non-employee directors; units are settled in shares (fractional units in cash) either in a lump sum or in up to ten annual installments following the director’s retirement, unless the director elects certain post-retirement reallocations that may be settled in cash (Footnote F2).
Shares owned after transaction: Not specified in the Form 4 filing.
Filing timeliness: Reported on 2026-04-01 for a 2026-03-31 grant — appears timely (Form 4s are generally due within two business days).

Context

This was a routine compensation award to a non-employee director rather than a market purchase or sale, so it should be viewed as standard director pay rather than a direct bullish/bearish trading signal. The units are derivative rights that may convert to common shares at settlement per the plan terms.

Form 4

Period: 2026-03-31

Director

Transactions

Award
Phantom Stock Units
[F1][F2][F3]
2026-03-31$51.90/sh+674.37$35,000→ 13,273.79 total
→ Common Stock, par value $0.01 (674.37 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 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.
[F3]Includes 134.22 Phantom Stock Units received pursuant to dividend equivalent rights which were credited to the Reporting Person on January 29, 2026.

Signature

/s/ Kelli A. DiLuglio, as Attorney-in-Fact|2026-04-01

1 file