Form 4: BXP Director Acquires Phantom Stock Units

BXP Director Bruce W. Duncan acquired 518.67 phantom stock units, valued at $67.48 each, as part of his compensation plan.

Summary

• Director Bruce W. Duncan acquired 518.67 Phantom Stock Units of BXP, Inc. on December 31, 2025.
• These units were acquired at a price of $67.48 per unit.
• The acquisition was made under BXP's 2021 Stock Incentive Plan, where non-employee directors can elect to receive Phantom Stock Units instead of cash compensation.
• Phantom Stock Units convert to BXP common stock on a 1-for-1 basis.
• Settlement occurs in shares of BXP common stock (or cash for fractional units) in a lump sum or ten annual installments following retirement from the BXP Board of Directors.
• Following this transaction, Bruce W. Duncan beneficially owns 12,465.2 Phantom Stock Units.
• This total includes 116.32 Phantom Stock Units received from dividend equivalent rights credited on October 31, 2025.

Sentiment

Score: 6

Explanation: The acquisition of phantom stock units by a director as part of compensation is a neutral to slightly positive event, indicating continued alignment of interests. It's a routine filing and not indicative of significant new information beyond the compensation structure.

Positives

• Director Bruce W. Duncan increased his beneficial ownership of BXP through the acquisition of 518.67 Phantom Stock Units.
• The acquisition is part of a compensation plan, indicating continued alignment of director interests with shareholders.

Future Outlook

The filing details the future settlement mechanism for the acquired Phantom Stock Units, which will convert to BXP common stock upon the director's retirement from the board, either in a lump sum or ten annual installments. Directors also have the option to reallocate their notional investment to measurement funds after board service, which would then settle in cash.

Industry Context

This transaction is a routine insider filing, common for publicly traded companies where non-employee directors receive equity-based compensation. It aligns the director's long-term interests with the company's performance, a standard practice in corporate governance across various industries, including real estate investment trusts (REITs) like BXP.

Comparison to Industry Standards

• The use of phantom stock units as a form of non-employee director compensation is a common practice among publicly traded companies, particularly REITs, to align director incentives with shareholder value.
• Companies such as Simon Property Group (SPG) and Public Storage (PSA) also utilize equity-based compensation plans for their directors, often including restricted stock units or similar deferred equity awards, to foster long-term commitment and performance.

Corporate Governance

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with shareholder value through equity-based compensation.

Next Steps

• Settlement of Phantom Stock Units in BXP common stock (or cash for fractional units) following the reporting person's retirement from the BXP Board of Directors.
• Potential reallocation of notional investment from BXP common stock to measurement funds by the director after board service ends.

Key Dates

Recommendation

This Form 4 filing details a routine compensation-related acquisition of phantom stock units by a director. While it indicates continued alignment of director interests with the company, it does not present new fundamental information or significant market-moving insights that would warrant a change in investment recommendation. It's a standard disclosure for ongoing corporate governance and compensation practices.

Keywords

BXP, Phantom Stock Units, Insider Transaction, Director Compensation, SEC Form 4, Stock Incentive Plan, Beneficial Ownership