LUSTIG MATTHEW J 4

4 · BXP, Inc. · Filed Apr 1, 2026

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Updated Apr 1, 2026

BXP Director Matthew J. Lustig Receives Phantom Stock Award

What Happened

Matthew J. Lustig, a director of BXP, received an award of 578.03 Phantom Stock Units on 2026-03-31. The units are reported at a grant price of $51.90 each for a total value of $30,000. The award is a derivative grant (Phantom Stock Units), not an open-market purchase or sale.

Key Details

Transaction date: 2026-03-31; Filing date (Form 4): 2026-04-01 (appears timely).
Award: 578.03 Phantom Stock Units @ $51.90 = $30,000 (derivative award, transaction code A).
Conversion: Phantom Stock Units convert to BXP common stock on a 1-for-1 basis (Footnote F1).
Settlement terms: Units awarded under BXP’s 2021 Stock Incentive Plan for non-employee directors who elected phantom units in lieu of cash. Units settle in shares (fractional units cash-settled) either in a lump sum or in up to ten annual installments after the director’s retirement; deferred payouts may be reallocated to measurement funds and settled in cash (Footnote F2).
Includes 215.70 Phantom Stock Units credited as dividend equivalents on January 29, 2026 (Footnote F3).
Shares owned after the transaction: not specified in the filing.

Context

This is an award of phantom stock units to a non-employee director, a common form of director compensation. Phantom units are a derivative that will convert to common shares (or cash for fractional or measurement-fund elections) upon settlement; they do not represent an immediate purchase or sale of shares. Awards like this are routine compensation and should be interpreted as compensation-related rather than a direct buy/sell market signal.

Form 4

Period: 2026-03-31

Director

Transactions

Award
Phantom Stock Units
[F1][F2][F3]
2026-03-31$51.90/sh+578.03$30,000→ 20,826.42 total
→ Common Stock, par value $0.01 (578.03 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 215.70 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

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