BXP, Inc. Files 8-K: Director Changes & Compensation Updates

TL;DR

BXP filed an 8-K detailing director changes and executive comp. Nothing major flagged yet.

AI Summary

On December 22, 2025, BXP, Inc. (formerly Boston Properties Ltd Partnership) filed an 8-K to report changes in its board of directors and certain officers, along with updates to executive compensation arrangements. The filing also includes financial statements and exhibits, and a Regulation FD disclosure.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters such as director changes and compensation, with no immediate financial distress or significant operational shifts indicated.

Key Players & Entities

• BXP, Inc. (company) — Filer
• Boston Properties Ltd Partnership (company) — Former Company Name
• 20251222 (date) — Filing Date

FAQ

Key Financial Figures

• $0.01 — ered BXP, Inc. Common Stock, par value $0.01 per share BXP New York Stock Exchange
• $950,000 — nd Benefits (i) Annual base salary of $950,000, subject to annual review and may be in
• $2,350,000 — r. Thomas' target annual bonus shall be $2,350,000, and such target may be increased but n
• $90 — ce Performance equal to or greater than $90.00, an approximately 30% increase from
• $118.00 — mance Percentage of Award Earned Eight $118.00 100.0% Seven $114.00 87.5% Six $110.0
• $114.00 — ard Earned Eight $118.00 100.0% Seven $114.00 87.5% Six $110.00 75.0% Five $106.00
• $110.00 — 118.00 100.0% Seven $114.00 87.5% Six $110.00 75.0% Five $106.00 62.5% Four $102.00
• $106.00 — $114.00 87.5% Six $110.00 75.0% Five $106.00 62.5% Four $102.00 50.0% Three $98.00
• $102.00 — $110.00 75.0% Five $106.00 62.5% Four $102.00 50.0% Three $98.00 37.5% Two $94.00 2
• $98.00 — 106.00 62.5% Four $102.00 50.0% Three $98.00 37.5% Two $94.00 25.0% One $90.00 12.
• $94.00 — $102.00 50.0% Three $98.00 37.5% Two $94.00 25.0% One $90.00 12.5% There will be
• $90.00 — ree $98.00 37.5% Two $94.00 25.0% One $90.00 12.5% There will be no linear interpo
• $32.1 million — recognize an aggregate of approximately $32.1 million of OPP-related compensation expense ove
• $11.6 m — y expects it will include approximately $11.6 million, or $0.07 per common share, of OP
• $0.07 — include approximately $11.6 million, or $0.07 per common share, of OPP-related compen

Filing Documents

• bxp-20251222.htm (8-K) — 82KB
• owenthomas2025aremployment.htm (EX-10.1) — 146KB
• pressrelease991.htm (EX-99.1) — 10KB
• bxp-colora.gif (GRAPHIC) — 5KB
• 0001037540-25-000027.txt ( ) — 435KB
• bxp-20251222.xsd (EX-101.SCH) — 2KB
• bxp-20251222_def.xml (EX-101.DEF) — 14KB
• bxp-20251222_lab.xml (EX-101.LAB) — 26KB
• bxp-20251222_pre.xml (EX-101.PRE) — 15KB
• bxp-20251222_htm.xml (XML) — 4KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 22, 2025, the Company issued a press release announcing the Agreement with Mr. Thomas. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Company will account for the Awards under the graded vesting attribution method. Based on preliminary valuations, the Company expects to recognize an aggregate of approximately $32.1 million of OPP-related compensation expense over the full four-year Performance Period. The Awards will have no impact on 2025 diluted earnings per common share or 2025 diluted funds from operations per share. When the Company announces its earnings guidance for full-year 2026, the Company expects it will include approximately $11.6 million, or $0.07 per common share, of OPP-related compensation expense that it expects to recognize in 2026. There can be no assurance that the actual incremental compensation expense relating to the Awards will not differ materially from the estimate provided above. The information in Item 7.01 to this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description *10.1 Amended and Restated Employment Agreement, dated December 22 , 2025, by and between Owen D. Thomas and BXP, Inc. *99.1 Press Release, dated December 22 , 2025 *101.SCH Inline XBRL Taxonomy Extension Schema Document. *101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. *101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. *101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. *104 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). ______________ * Filed herewith.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. BXP, INC. By: /s/ MICHAEL E. LABELLE Michael E. LaBelle Executive Vice President, Chief Financial Officer and Treasurer BOSTON PROPERTIES LIMITED PARTNERSHIP By: BXP, Inc., its General Partner By: /s/ MICHAEL E. LABELLE Michael E. LaBelle Executive Vice President, Chief Financial Officer and Treasurer Date: Decem ber 22, 2025