THOMAS OWEN D 4
4 · BXP, Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
BXP CEO Thomas D. Owen Receives 35,930 LTIP Units
What Happened
- Thomas D. Owen, Chief Executive Officer of BXP, was granted 35,930 LTIP units (reported as a derivative award) on 2026-02-13 at an imputed price of $0.25 per unit, a reported value of $8,983. The award was earned under Boston Properties’ 2023 Multi-Year Long-Term Incentive Program (performance-based).
Key Details
- Transaction date: 2026-02-13; transaction type: A (award/grant); reported price/value: $0.25 per unit / $8,983 total (derivative).
- Shares/units owned after transaction: Not disclosed in this Form 4 filing.
- Notable footnotes:
- F1: Units represent LTIP units earned because performance hurdles were met under the 2023 program.
- F2: LTIP Units can be converted (subject to tax allocation conditions) into common OP units of BPLP, which can be redeemed for cash equal to the fair market value of a BXP share or, at the issuer’s election, exchanged for shares.
- F3: Earned LTIP Units vested in full but are subject to a one-year post-vesting holding period during which transfer or redemption is generally restricted.
- F4: The filing also reflects forfeiture of 34,102 LTIP Units originally issued on Feb 7, 2023 that remained subject to performance vesting.
- Filing timeliness: Form filed 2026-02-17 for a 2026-02-13 transaction (appears later than the standard two-business-day Form 4 deadline).
Context
- This was an earned, performance-based equity award (not a cash purchase or open-market trade). LTIP Units are derivative interests with conversion/redemption mechanics and a one-year post‑vesting holding restriction, so they are not immediately tradable as common stock. The award’s reported dollar value is modest ($8.9k) relative to typical executive equity grants, reflecting the unit accounting used in the LTIP structure.
Insider Transaction Report
Form 4
BXP, Inc.BXP
THOMAS OWEN D
DirectorChief Executive Officer
Transactions
- Award
LTIP Units
[F1][F2][F3][F4]2026-02-13$0.25/sh+35,930$8,983→ 1,107,523 total→ Common Stock, par value $.01 (35,930 underlying)
Footnotes (4)
- [F1]Represents units of limited partnership interest in Boston Properties Limited Partnership ("BPLP"), of which the Issuer is the general partner, earned (i.e., for which the performance-based hurdles have been met) pursuant to the Issuer's 2023 Multi-Year Long-Term Incentive Program (the "Program").
- [F2]Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of BPLP or the holder, into a common unit of limited partnership interest in BPLP ("Common OP Unit"). Each Common OP Unit acquired upon conversion of an LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of the Issuer's common stock, except that the Issuer may, at its election, acquire each Common OP Unit so presented for one share of the Issuer's common stock. LTIP Units have no expiration date.
- [F3]The LTIP Units earned pursuant to the Program vested in full upon being earned. Each earned LTIP Unit and Common OP Unit acquired upon conversion of such LTIP Unit is subject to an additional post-vesting holding period pursuant to which such LTIP Unit and Common OP Unit generally may not be transferred, and the redemption right associated with the Common OP Unit may not be exercised, until one year after the vesting date.
- [F4]Reflects the forfeiture of 34,102 LTIP Units originally issued on February 7, 2023 pursuant to the Program that were previously reported as beneficially owned by the Reporting Person, but remained subject to certain performance-based vesting hurdles based on the Issuer's total shareholder return for the period from February 7, 2023 to February 6, 2026.
Signature
/s/ Kelli A. DiLuglio, as Attorney-in-Fact|2026-02-17