Form 4: BXP Director Acquires Phantom Stock Units

Matthew J. Lustig, a director at BXP, Inc., acquired 444.58 phantom stock units on December 31, 2025, as part of his director compensation.

Summary

• Matthew J. Lustig, a Director of BXP, Inc., acquired 444.58 Phantom Stock Units.
• The transaction occurred on December 31, 2025.
• These units were awarded under BXP's 2021 Stock Incentive Plan to non-employee directors who elected them in lieu of cash compensation.
• The Phantom Stock Units convert to BXP common stock on a 1-for-1 basis.
• The units were valued at $67.48 per unit for this transaction.
• Following this acquisition, Mr. Lustig beneficially owns a total of 20,032.69 Phantom Stock Units.
• The total includes 190.73 Phantom Stock Units received from dividend equivalent rights credited on October 31, 2025.
• Settlement of these units will occur in BXP common stock (or cash for fractional units) in a lump sum or ten annual installments after Mr. Lustig's retirement from the board, based on his election.
• Post-retirement, directors can reallocate portions of their notional investment from BXP common stock to measurement funds, which would then settle in cash.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock units by a director, as part of a compensation plan, is generally a positive signal of alignment with shareholder interests and confidence in the company's long-term prospects. It's a routine event, not a major market-moving announcement, hence a moderate positive score.

Positives

• Director Matthew J. Lustig increased his beneficial ownership in BXP, aligning his interests with shareholders.
• The acquisition of phantom stock units is part of a compensation plan designed to retain and incentivize non-employee directors.

Risks

• The value of the phantom stock units is tied to the future performance of BXP common stock, exposing the director to market fluctuations.
• Future settlement in cash for reallocated funds or fractional units introduces a different risk profile than direct equity ownership.

Future Outlook

The phantom stock units are designed to align director interests with long-term shareholder value, with settlement occurring post-retirement from the board, either in a lump sum or ten annual installments of BXP common stock.

Management Comments

• 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.

Industry Context

This transaction reflects a common practice in corporate governance where non-employee directors receive equity-based compensation to align their long-term interests with those of shareholders. For REITs like BXP, such compensation structures are typical for attracting and retaining experienced board members.

Comparison to Industry Standards

• The use of phantom stock units as a component of non-employee director compensation is a standard practice across many industries, including the REIT sector, to foster long-term alignment with shareholder interests without immediate dilution.
• The option for directors to defer settlement until retirement and elect payment terms (lump sum or installments) is also a common feature in such plans, offering flexibility and tax planning benefits.
• The ability to reallocate notional investments post-retirement, while less common, provides directors with some flexibility in managing their deferred compensation, similar to features seen in some executive deferred compensation plans.

Corporate Governance

Stakeholder Impact

• Shareholders: Increased alignment of director interests with long-term shareholder value through equity-based compensation.
• Directors: Provides a flexible, long-term incentive compensation structure tied to company performance.

Next Steps

• Settlement of the phantom stock units in BXP common stock (or cash for fractional units) will occur following Matthew J. Lustig's retirement from the BXP Board of Directors, based on his election for a lump sum or ten annual installments.
• Post-retirement, Mr. Lustig may elect to reallocate portions of his notional investment from BXP common stock to measurement funds.

Key Dates

Recommendation

This Form 4 reports a routine acquisition of phantom stock units by a director as part of their compensation plan. While it indicates continued alignment of director interests with the company, it does not present new fundamental information or significant changes to warrant a 'buy' or 'sell' recommendation. The transaction is an expected part of the company's governance and compensation structure, suggesting a 'hold' position for existing investors.

Keywords

BXP, Phantom Stock Units, Insider Transaction, Director Compensation, SEC Form 4, Equity Incentive Plan, Beneficial Ownership, Real Estate Investment Trust