Form 4: BXP Director Acquires Phantom Stock Units

BXP Director Bruce W. Duncan acquired 674.37 phantom stock units, increasing his beneficial ownership to 13,273.79 units.

Summary

• Bruce W. Duncan, a Director of BXP, Inc., acquired 674.37 Phantom Stock Units on March 31, 2026.
• 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 deemed price per unit for this transaction was $51.9.
• Following this transaction, Mr. Duncan beneficially owns a total of 13,273.79 Phantom Stock Units.
• This total includes 134.22 Phantom Stock Units received on January 29, 2026, due to dividend equivalent rights.
• Settlement of these units occurs after retirement from the BXP Board, either in a lump sum or ten annual installments, at the director's election.
• Directors can reallocate their notional investment from BXP common stock to measurement funds in 25% increments after their board service ends, with such reallocations settled in cash.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, as a director's election to receive equity compensation instead of cash demonstrates continued alignment with shareholder interests and confidence in the company's future performance.

Positives

• Director Bruce W. Duncan increased his beneficial ownership in BXP, Inc. by acquiring 674.37 Phantom Stock Units.
• The acquisition of Phantom Stock Units by a director, even as part of compensation, aligns the director's interests with those of shareholders.
• The total beneficial ownership of 13,273.79 Phantom Stock Units demonstrates a significant stake held by the director.

Future Outlook

The Phantom Stock Units are to be settled in shares of BXP common stock (or cash for fractional units/reallocated funds) following the reporting person's retirement from the BXP Board of Directors, either in a lump sum or ten annual installments.

Industry Context

StockSavvy.ai notes that the election by non-employee directors to receive equity-based compensation, such as phantom stock units, in lieu of cash is a common practice in corporate governance. This structure is designed to further align the interests of directors with long-term shareholder value, as the value of their compensation is directly tied to the company's stock performance.

Comparison to Industry Standards

• The practice of offering phantom stock units as part of non-employee director compensation is a standard mechanism in many publicly traded companies, particularly in the real estate investment trust (REIT) sector where BXP operates.
• Companies like Simon Property Group (SPG) and Public Storage (PSA) also utilize various forms of equity compensation to incentivize their boards.
• The 1-for-1 conversion to common stock and deferred settlement upon retirement are typical features aimed at long-term retention and alignment.

Stakeholder Impact

• Shareholders: The transaction indicates a director's continued commitment and alignment with the company's long-term performance, which can be viewed positively.

Next Steps

• Settlement of the Phantom Stock Units will occur following the reporting person's retirement from the BXP Board of Directors.

Key Dates

Keywords

BXP, insider trading, Form 4, phantom stock units, director compensation, beneficial ownership, equity compensation, BXP Inc.