THOMAS OWEN D 4

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.