THOMAS OWEN D 4

4 · BOSTON PROPERTIES LTD PARTNERSHIP · Filed Feb 17, 2026

Research Summary

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Boston Properties (BXP) CEO Thomas D. Owen Receives 35,930 LTIP Units

What Happened

  • Thomas D. Owen, CEO of Boston Properties (BXP), was granted/issued 35,930 performance-based long-term incentive partnership units (LTIP Units) on Feb 13, 2026. The filing reports a nominal acquisition price of $0.25 per unit, totaling $8,983. These are derivative LTIP Units earned under BXP, Inc.’s 2023 Multi-Year LTIP and vested when earned.
  • The filing also notes the forfeiture of 34,102 previously issued LTIP Units (originally granted Feb 7, 2023) that remained subject to performance hurdles. Net change from these entries is +1,828 LTIP Units.

Key Details

  • Transaction date and price: Feb 13, 2026 — 35,930 LTIP Units @ $0.25 each (total $8,983).
  • Shares/units owned after transaction: not specified in this Form 4 (filing shows the grant and the forfeiture but does not list total beneficial ownership post-transaction).
  • Footnotes:
    • F1: Units were earned under the 2023 Multi-Year LTIP.
    • F2: LTIP Units may be converted to Common OP Units and redeemed for cash equal to BXP common stock FMV or exchanged for one share of BXP stock at BXP’s election.
    • F3: LTIP Units vested when earned but are subject to a typical one‑year post-vesting holding period before transfer/redemption is allowed.
    • F4: Forfeiture of 34,102 LTIP Units from the Feb 7, 2023 grant due to unmet performance conditions.
  • Filing timeliness: Reported on Feb 17, 2026 for a Feb 13, 2026 transaction; this appears to be filed within the required two business days when accounting for the Feb 16 holiday.

Context

  • These were awards of performance-based partnership units (derivatives), not open-market purchases or sales. LTIP Units are convertible/redeemable and carry a post-vesting restriction, so they are not immediately tradeable as common stock.
  • As an award (code A), this is routine compensation tied to long-term performance goals and does not by itself indicate the CEO’s personal buying or selling sentiment.

Insider Transaction Report

Form 4
Period: 2026-02-13
THOMAS OWEN D
DirectorChief Executive Officer of GP
Transactions
  • Award

    LTIP Units

    [F1][F2][F3][F4]
    2026-02-13$0.25/sh+35,930$8,9831,107,523 total
    Common OP Units (35,930 underlying)
Footnotes (4)
  • [F1]Represents units of limited partnership interest in the Issuer earned (i.e., for which the performance-based hurdles have been met) pursuant to BXP, Inc.'s ("BXP's"), the Issuer's sole general partner'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 the Issuer or the holder, into a common unit of limited partnership interest in the Issuer ("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 BXP's common stock, except that BXP may, at its election, acquire each Common OP Unit so presented for one share of BXP'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

Documents

1 file
  • 4
    wk-form4_1771360397.xmlPrimary

    FORM 4