Form 4: BXP Director Walton Receives Phantom Stock Units

BXP Director William H. Walton III was granted 351.96 phantom stock units, increasing his beneficial ownership to 9,132.48 units.

Summary

• William H. Walton III, a Director of BXP, Inc., acquired 351.96 Phantom Stock Units (PSUs) on December 31, 2025.
• These PSUs were awarded under BXP's 2021 Stock Incentive Plan as an election by non-employee directors in lieu of cash compensation.
• Each PSU converts to one share of BXP common stock, with fractional units settled in cash.
• The PSUs are valued at $67.48 per unit.
• Following this transaction, Mr. Walton beneficially owns a total of 9,132.48 Phantom Stock Units.
• The total beneficial ownership includes 85.50 PSUs received from dividend equivalent rights credited on October 31, 2025.
• Settlement of the PSUs will occur in a lump sum or ten annual installments following Mr. Walton's retirement from the BXP Board of Directors.

Sentiment

Score: 6

Explanation: The filing reports a routine compensation event for a director, which is generally neutral but slightly positive due to increased director alignment with shareholder interests through equity ownership.

Positives

• The grant of Phantom Stock Units aligns the director's interests with those of shareholders, as the value of the units is tied to BXP's common stock performance.
• The transaction is part of a structured compensation plan (BXP's 2021 Stock Incentive Plan) for non-employee directors, indicating a clear governance framework for executive incentives.

Future Outlook

The Phantom Stock Units are to be settled in shares of BXP common stock (or cash for fractional units) in a lump sum or in ten annual installments, at the reporting person's election, following the reporting person's retirement from the BXP Board of Directors. Directors may also reallocate notional investments from BXP common stock to measurement funds after their board service ends, with such reallocations settling in cash.

Industry Context

The grant of phantom stock units as a form of non-employee director compensation is a common practice across various industries, including real estate investment trusts (REITs) like BXP, Inc., to attract and retain qualified board members and align their interests with long-term shareholder value.

Comparison to Industry Standards

• The use of phantom stock units as a component of non-employee director compensation is a standard practice, comparable to compensation structures seen in other publicly traded companies and REITs.
• The ability to elect between cash and equity-based compensation, and the deferred settlement upon retirement, are common features designed to provide flexibility and long-term incentives for directors.

Related Party Transactions

• The acquisition of Phantom Stock Units by William H. Walton III, a director, constitutes a related party transaction as it involves compensation provided to a member of the company's board of directors under the 2021 Stock Incentive Plan.

Stakeholder Impact

• Shareholders: The increased beneficial ownership by a director through equity compensation can enhance alignment between management and shareholder interests, potentially leading to more shareholder-focused decision-making.
• Employees: No direct impact on general employees is indicated by this specific filing.

Next Steps

• Settlement of the Phantom Stock Units will occur following the reporting person's retirement from the BXP Board of Directors, either in a lump sum or ten annual installments.
• After retirement, the director may elect to reallocate portions of their notional investment from BXP common stock to measurement funds, which would then settle in cash.

Key Dates

Recommendation

This Form 4 filing details a routine grant of phantom stock units to a non-employee director as part of their compensation package. It does not introduce new material information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The transaction is an expected part of corporate governance and director incentive alignment.

Keywords

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