Form 4: BXP Executive Acquires Performance-Based Equity

BXP Executive Vice President Rodney Diehl acquired 42,373 performance-based LTIP Units, subject to stock price and time-based vesting conditions.

Summary

• Rodney Diehl, Executive Vice President of BXP, Inc. (BXP), acquired 42,373 LTIP Units on December 22, 2025.
• These LTIP Units represent units of limited partnership interest in Boston Properties Limited Partnership (BPLP) and were granted under the Issuer's 2025 Outperformance Plan (2025 OPP).
• Each LTIP Unit may convert into a Common OP Unit, which can then be redeemed for cash equal to the fair market value of a BXP common stock share, or for one share of BXP common stock at the Issuer's election.
• The LTIP Units are subject to both performance-based and time-based vesting conditions.
• Performance-based vesting is tied to the appreciation of BXP's common stock price over a four-year period ending December 22, 2029.
• Performance tiers range from $90.00 (12.5% earned) to $118.00 (100% earned), with linear interpolation not applying between tiers.
• Time-based vesting requires one-third of the units to vest on the second anniversary of the grant date, and the remaining two-thirds to vest ratably over the third and fourth years, contingent on continued service and performance achievement.
• Following this transaction, Rodney Diehl beneficially owns 91,186 derivative securities (LTIP Units).

Sentiment

Score: 6

Explanation: The sentiment is moderately positive as the equity grant aligns executive incentives with shareholder value creation through performance-based vesting, which is generally viewed favorably for corporate governance and long-term growth prospects. However, it's a routine compensation disclosure, not a direct operational or financial achievement.

Positives

• The grant of LTIP Units aligns the Executive Vice President's incentives directly with the long-term performance of BXP's common stock, benefiting shareholders if performance targets are met.
• The performance-based vesting structure encourages management to drive stock price appreciation, with specific tiers providing clear targets for achievement.

Negatives

• The LTIP Units have no immediate cash value and are subject to forfeiture if performance or time-based vesting conditions are not met.
• The complex vesting schedule, combining both performance and time-based conditions, introduces uncertainty regarding the ultimate value and number of units that will vest.

Risks

• The LTIP Units may not vest if the Issuer's common stock price does not reach the specified performance tiers (ranging from $90.00 to $118.00) during the four-year performance period ending December 22, 2029.
• Units are subject to forfeiture if the reporting person does not maintain continuous service with the company through the vesting periods.
• The value of the vested units is dependent on the future fair market value of BXP's common stock, which is subject to market fluctuations.

Future Outlook

The future value and vesting of these LTIP Units are directly tied to the appreciation of BXP's common stock price, with specific performance tiers set between $90.00 and $118.00 over a four-year period ending December 22, 2029. The units also require continued service through a multi-year vesting schedule.

Industry Context

The grant of performance-based equity, such as LTIP Units, is a common practice in executive compensation across various industries, particularly in real estate investment trusts (REITs) and other publicly traded companies. This structure aims to align executive incentives with long-term shareholder value creation by linking compensation to stock price performance and sustained service.

Comparison to Industry Standards

• Performance-based equity awards with multi-year vesting schedules are a standard component of executive compensation packages, designed to incentivize long-term value creation and retention.
• The use of LTIP Units, which convert into common units and then potentially into common stock, is a common structure in REITs like BXP to provide tax-efficient compensation and align interests with operating partnership unit holders.
• The specified performance tiers ($90.00 to $118.00) for stock price appreciation are specific to BXP's strategic goals and market valuation, and would need to be compared against peer group targets to assess their relative stretch and competitiveness.

Stakeholder Impact

• Shareholders: The performance-based nature of the LTIP Units aligns the Executive Vice President's interests with shareholder returns, potentially leading to increased focus on stock price appreciation.
• Employees: The grant is part of executive compensation, which can influence overall compensation philosophy and morale within the company, though this specific grant is for a senior executive.

Next Steps

• BXP's management will focus on achieving the stock price performance tiers ($90.00 to $118.00) by December 22, 2029, to maximize the vesting of these LTIP Units.
• Rodney Diehl must continue his service with BXP to satisfy the time-based vesting conditions over the next four years.

Key Dates

Keywords

BXP, Insider Transaction, Form 4, LTIP Units, Executive Compensation, Equity Grant, Performance-Based Vesting, Time-Based Vesting, Stock Appreciation