BXP, Inc.·4

Jul 1, 10:59 AM ET

DUNCAN BRUCE W 4

4 · BXP, Inc. · Filed Jul 1, 2026

Research Summary

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BXP Director Bruce W. Duncan Receives Phantom Stock Award

What Happened
Bruce W. Duncan, a non-employee director of BXP, Inc. (BXP), was granted 515.26 Phantom Stock Units on 2026-06-30. The units are reported at $66.31 each for a total reported value of $34,167. These are derivative awards (Phantom Stock Units) rather than an open-market purchase or sale.

Key Details

  • Transaction date and terms: 2026-06-30 — 515.26 Phantom Stock Units @ $66.31 each; total $34,167 (transaction code A: Award/Grant).
  • Conversion: Phantom Stock Units convert to BXP common stock on a 1-for-1 basis (F1).
  • Plan and settlement: Award made under BXP’s 2021 Stock Incentive Plan for non-employee directors who elected phantom units instead of cash; units settle in shares at retirement (lump sum or up to ten annual installments) unless notionally invested in measurement funds (which are settled in cash) (F2). Fractional units, if any, are settled in cash.
  • Dividend equivalents: The grant includes 158.94 Phantom Stock Units credited as dividend equivalent rights on April 30, 2026 (F3).
  • Shares owned after transaction: Not specified in this filing.
  • Filing timeliness: No late filing indicated.

Context
Phantom Stock Units are a deferred-compensation derivative: they do not represent immediate share ownership but will convert into actual BXP shares (or cash in certain circumstances) per the plan rules when settled. This award is routine director compensation and should be viewed as a grant rather than a market purchase or sale.

Insider Transaction Report

Form 4
Period: 2026-06-30
Transactions
  • Award

    Phantom Stock Units

    [F1][F2][F3]
    2026-06-30$66.31/sh+515.26$34,16713,947.99 total
    Common Stock, par value $0.01 (515.26 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 158.94 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

Documents

1 file
  • 4
    wk-form4_1782917950.xmlPrimary

    FORM 4