BXP 10-K & 10-Q changes, risk factors and insider trading

Substantially all of our revenue is derived from properties located in six markets: Boston, Los Angeles, New York, San Francisco, Seattle and Washington, DC. A downturn in the economies of these markets, or the impact that a downturn in the overall national economy may have upon these economies, could result in reduced demand for office space and/or a reduction in rents. Because our portfolio consists primarily of premier workplace buildings (as compared to a more diversified real estate portfolio), a decrease in demand for workplaces in turn could adversely affect our results of operations. Additionally, there are submarkets within our markets that are dependent upon a limited number of industries. For example, in our Washington, DC market, we focus on leasing our properties to governmental contractors and legal firms. In our West Coast market,markets, our leasing is focused on clients in the technology and media industries, as well as legal firms. In addition, in our New York market, we have historically leased properties to financial, legal and other professional firms. A reduction in spending by the Federal Government, sustained changes in space utilization due to remote work models,models and/or changes from workforce reductions due to artificial intelligence, and/or a significant downturn in one or more of the foregoing sectors have resulted in, and could continue to result in, reduced demand for office space and adversely affect our results of operations.

In addition, a significant economic downturn over a period of time could result in an event or change in circumstances that results in an impairment of a long-lived asset or an “other than temporary” impairment in the value of our investments in unconsolidated joint ventures. For the year ended December 31, 2024,2025, weBXP and BPLP recognized an impairmentimpairments of a long-lived assetassets of approximately $13.6$85.8 million and $82.9 million, respectively, and one of our investments in an unconsolidated joint venture recognized an “other than temporary” impairments in the valueimpairment of three of our investments in unconsolidated joint ventures aggregating approximately $341.3$145.1 million. For additional information on these impairments, see Notes 3 and 6 to the Consolidated Financial Statements. Any future impairments could have a material adverse effect on our results of operations in the period in which the charge is taken.

Our business may be adversely affected by market and economic volatility experienced by the U.S. and global economies, the real estate industry as a whole and/or the local economic conditions in the markets in which our properties are located. Such adverse economic and political conditions may include, among other issues, continued inflation, elevated interest rates, policy changes by the new presidential administration,changes, prolonged labor market challenges impacting the recruitment and retention of talent, volatility in the public equity and debt markets, and international economic and other conditions, including pandemics, geopolitical instability and other conditions beyond our control. These current conditions, or similar conditions existing in the future, may adversely affect our results of operations, financial condition and ability to pay dividends and distributions as a result of the following, among other potential consequences:

•federal policy changes by the new presidential administration,changes, such as the implementation of tariffs that couldhave resulted in, and may continue to result inin, global supply chain disruptions and/or continuedsustained inflation, which could negatively impact interest rates, potential changes to U.S. federal tax laws and budgetary changes related to government leases;

•one or more lenders under our line of credit could refuse to fund their financing commitment to us or could failfail, and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all; and

We depend on the efforts of key personnel, particularly Owen D. Thomas, Chief Executive Officer, Douglas T. Linde, President, Raymond A. Ritchey, Senior Executive Vice President,President and Michael E. LaBelle, Executive Vice President, Chief Financial Officer & Treasurer. Among the reasons that Messrs. Thomas, Linde, RitcheyLinde and LaBelle are important to our success is that each has a national reputation, which attracts business and investment opportunities and assists us in negotiations with lenders, joint venture partners and other investors. If we lost their services, our relationships with lenders, potential clients and industry personnel could diminish.

•sustained changes in client preferences and space utilization from full-time, collective in-person work environments to hybrid or remote work models,models and/or changes from workforce reductions due to artificial intelligence, which could decrease overall demand for workplaces and causenegatively impact market rental rates and property values to be negatively impacted;

•civil disturbances, earthquakes and other natural disasters or terrorist acts or acts of war which may result in uninsured or underinsured losses or decrease the desirability of our properties to our clients in impacted locations;

We operate, are currently developing, and may in the future develop, properties either alone or through joint ventures with other parties that are known as “mixed-use” properties. For mixed-use developments, this means that in addition to the development of office space, the project may also include space for residential, retail, hotel or other commercial purposes. We are also developing, and may in the future develop, residential buildings. We have less experience in developing and managing non-office and non-retail real estate than we do with office real estate. As a result, if a development project includes a non-office or non-retail use, we may seek to develop that component ourselves, sell the rights to that component to a third-party developer with experience in that use or we may seek to partner with such a developer. If we do not sell the rights or partner with such a developer, or if we choose to develop the other component ourselves, we would be exposed not only to those risks typically associated with the development of commercial real estate generally, but also to specific risks associated with the development and ownership of non-office and non-retail real estate. In addition, even if we sell the rights to develop the other component or elect to participate in the development through a joint venture, we may be exposed to the risks associated with the failure of the other party to complete the development as expected. These include the risk that the other party would default on its obligations necessitating that we complete the other component ourselves (including providing any necessary financing). In the case of residential properties, these risks include competition for prospective residents from other operators whose properties may be perceived to offer a better location or better amenities or whose rent may be perceived as a better value given the quality, location and amenities that the resident seeks. We will also compete against condominiums and single-family homes that are for sale or rent. Because we have less experience with residential properties than with office and retail properties, we expect to retain third parties to manage our residential properties. IfWhen we hire a third partythird-party manager, we would beare dependent on them and their key personnel who provide services to us and we may not find a suitable replacement if the management agreement is terminated, or if key personnel leave or otherwise become unavailable to us.

Our use of joint ventures may limit our control over and flexibility with jointly owned investments and otherlimit assetsour we may wishflexibility to acquire.acquire other assets.

We have acquired in the past and in the future may acquire properties through the acquisition of first mortgage or mezzanine debt. Investments in these loans must be carefully structured to ensure that BXP continues to satisfy the various asset and income requirements applicable to REITs. If we fail to properly structure any such acquisition properly,acquisition, BXP could fail to qualify as a REIT. In addition, acquisitions of first mortgage or mezzanine loans subject us to the risks associated with the borrower’s default, including potential bankruptcy, and there may be significant delays and costs associated with the process of foreclosure on collateral securing or supporting these investments. There can be no assurance that we would recover any or all of our investment in the event of such a default or bankruptcy.

We have acquired in the past and in the future may acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for partnership interests in BPLP. ThisAmong other things, this acquisition structure has the effect, among others,effect of reducing the amount of tax depreciation we can deduct over the tax life of the acquired properties, and it typically requires that we agree to protect the contributors’ ability to defer recognition of taxable gain through restrictions on our ability to dispose of the acquired properties and/or the allocation of partnership debt to the contributors to maintain their tax bases. These restrictions could limit our ability to sell an asset at a time, or on terms, that would be favorable absent such restrictions.

Properties like the ones that we own could be difficult to sell.sell due to adverse economic conditions, a lack of available buyers and other conditions outside of our control. This may limit our ability to change our portfolio promptly in response to changes in economic or other conditions.conditions Inor addition,to federalexecute tax laws limiton our abilitymulti-year asset sales program. Any such inability to selldispose propertiesof certain assets on the timelines we anticipate or on terms that are favorable to us, or at all, could negatively impact the proceeds we expect the multi-year asset sales program to generate, and this may affect our ability to sell properties without adversely affecting returns to our securityholders. These restrictions reduce our ability to respond to changes in the performance of our investments andaccordingly, could adversely affect our financial condition and results of operations.

OurIn addition, federal tax laws limit our ability to sell properties, which may affect our ability to sell properties without adversely affecting returns to our securityholders and our ability to dispose of somecertain of our properties is further constrained by their tax attributes. Properties that we developed and have owned for a significant period of time or that we acquired through tax deferred contribution transactions in exchange for partnership interests in BPLP often have low tax bases. Furthermore, as a REIT, BXP may be subject to a 100% “prohibited transactions” tax on the gain from dispositions of property if BXP is deemed to hold the property primarily for sale to customers in the ordinary course of business, unless the disposition qualifies under a safe harbor exception for properties that have been held for at least two years and with respect to which certain other requirements are met. The potential application of the prohibited transactions tax could cause us to forego potential dispositions of property or other opportunities that might otherwise be attractive to us, or to undertake such dispositions or other opportunities through a taxable REIT subsidiary, which would generally result in income taxes being incurred. If we dispose of these properties outright in taxable transactions, we may be required to distribute a significant amount of the taxable gain to our securityholders under the requirements of the Code applicable to REITs, which in turn would impact our future cash flow and may increase our leverage. In some cases, without incurring additional costs we may be restricted from disposing of properties contributed in exchange for our partnership interests under tax protection agreements with contributors. To dispose of low basis or tax-protectedtaxprotected properties efficiently we from time to time use like-kind exchanges, which are intended to qualify for non-recognitionnonrecognition of taxable gain, but can be difficult to consummate and result in the property for which the disposed assets are exchanged inheriting their low tax bases and other tax attributes (including tax protection covenants).

As of December 31, 2024,2025, the U.S. Government was one of our largest clients byand square feet. Wewe are subject to compliance with a wide variety of complex legal requirements because we are a Federal Government contractor. These laws regulate how we conduct business, require us to administer various compliance programs and require us to impose compliance responsibilities on some of our contractors. Our failure to comply with these laws could subject us to fines, penalties and damages, cause us to be in default of our leases and other contracts with the Federal Government and bar us from entering into future leases and other contracts with the Federal Government. There can be no assurance that these costs and loss of revenue will not have a material adverse effect on our properties, operations or business.

Actual or threatened terrorist attacks or other criminal acts may adversely affect our ability to generate revenues and the value of our properties.

We have significant investments in large metropolitan markets that have beenbeen, orand may becontinue into the futurebe, the targets of actual or threatened terrorism attacks,attacks and other criminal acts, including Boston, Los Angeles, New York, San Francisco, Seattle and Washington, DC. As a result, some clients in these markets may (1) choose to relocate their businesses to other markets or to lower-profile office buildings within these markets that may be perceived to be less likely targets of future terrorist activity.activity and/or (2) perceive a need for or request security enhancements. This could result in an overall decrease in the demand for office space in these markets generally or in our properties in particular, which could increase vacancies in our properties orproperties, necessitate that we lease our properties on less favorable terms or both.both, and/or increase our costs related to security, equipment and personnel. In addition, future terrorist attacks in these markets could directly or indirectly damage our properties, both physically and financially, or cause losses that materially exceed our insurance coverage. As a result of the foregoing, our ability to generate revenues and the value of our properties could decline materially. See also “—Some potential losses are not covered by insurance.”

We face risks associated with security breaches, incidents,incidents and compromises through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems.

Although we make efforts to maintain the security and integrity of our IT networks and related systems, and we have implemented various measures designed to manage the risk of a security breach, incident, compromise or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches, incident, compromise or disruptions would not be successful or damaging. Even the most well-protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases, are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.

Like other businesses, we have been, and expect to continue to be, subject to attempts at unauthorized access of our network, mishandling or misuse, computer viruses or malware, cyber attacks and intrusions and other events of varying degrees. To date, these events have not,not had, individually or in the aggregate, materiallya affectedmaterial adverse effect on our operations or business. However, a security breach, incident, compromise or other significant disruption involving our IT networks and related systems could:

We use artificial intelligence and machine learning technology (collectively, “AI”) capabilities with the goal of enhancing efficiencies in conducting our business. Our deployment and application of AI remains ongoing. While these AI tools hold promise in optimizing our work processes and driving efficiencies, theytheir alsouse, presentwhether authorized or unauthorized, presents risks, challenges and unintended consequences that could adversely affect our business and results of operations or those of our clients. These include, but are not limited to:

•the release, leak or disclosure of proprietary, confidential, sensitive or otherwise valuable information as a result of or in connection with our use of AI tools,tools;

•the incorporation of AI by our workforce (even when used in accordance with our guidelines) and our clients, vendors, contractors and other third-parties into their products or services, with or without our knowledge, in a manner that could give rise to allegations, legal claims and other issues pertaining to data privacy, information securitysecurity, proprietary information and intellectual property considerations, andconsiderations;

WhileWe have implemented guidelines and policies specifically governing the use of AI tools in the workplace. Although we aim to use AI responsibly and securely and attempt to mitigate ethical and legal issues presented by its use, we may ultimately be unsuccessful in identifying or resolving issues before they arise. There can be no assurance that we will properly implement AI, and the failure to do so could have a material adverse effect on our results of operations or financial condition.

Public health crises such as pandemics orand similar outbreaks could adversely impact our business. The full extent to which any future pandemic or similar outbreak may impact our operations and those of our clients will depend on future developments, which are highly uncertain and cannot be predicted. Factors related to any public health crises that could have a material adverse effect on our results of operations and financial condition include:

•reduced economic activity and/or supply chain disruptions or delays in delivery of products, services or other materials necessary for our clients that impact our clients’ businesses, financial condition or liquidityliquidity, may cause, one or more of our clients to be unable to meet their obligations to us, including their ability to make timely rental payments, in full or at all, or to otherwise seek modifications of such obligations, including rent concessions, deferrals or abatements, or to declare bankruptcy. Any one or more of the foregoing could:

•the impact of governmental and business travel limitations and restrictions could result in temporary or sustained periods of decreased demand for hotel stays at our hotel property;

ElevatedOur maturing debt bears interest at lower rates have,than the current market rates, which has increased, and may continue to increase our interest costs on variable rate debt andwhich could adversely impact our ability to refinance existing debt or sell assets on favorable terms or at all.

As of February 21,20, 2025,2026, we had $2.4$2.3 billion outstanding indebtedness, excluding our unconsolidated joint ventures, that bears interest at a variable rate, and we may incur more indebtedness in the future. Approximately $0.9 billion of our variable rate debt has all been hedged with interest rates swaps to fix SOFR for all, or a portion of the applicable debt term. InterestAs rates remained elevated throughout 2024 and are expected to remain elevated through 2025. Ascurrent interest rates remain high,higher than interest rates on our maturing debt, the interest costs on our unhedged variable rate debt have increased, which, if current rates are sustained or continue to increase, could adversely affect our cash flow and our ability to pay principal and interest on our debt and our ability to make distributions to our securityholders. Further, elevated interest rates could limit our ability to refinance existing debt when it matures or significantly increase our future interest expense. From time to time, we enter into interest rate swap agreements and other interest rate hedging contracts, including swaps, caps and floors. While these agreements are intended to lessen the impact of rising interest rates on us, they also expose us to the risk that the other parties to the agreements will not perform, we could incur significant costs associated with the settlement of the agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as highly-effective cash flow hedges under guidance included in ASC 815 “Derivatives and Hedging.” In addition, high interest rates could decrease the amounts third-parties are willing to pay for our assets, thereby limiting our ability to change our portfolio promptly in response to changes in economic or other conditions.

The following table presents Consolidated Market Capitalization as well asand the corresponding ratios of Consolidated Debt to Consolidated Market Capitalization (dollars and shares / units in thousands):

(2)Includes LTIP Units (including 2012 OPP Units and earned MYLTIP Units that were granted between 2013 - 20222023), but excludes 2025 OPP Units and MYLTIP Units granted between 20232024 and 20252026 because the performance period for those awards has not yet ended.

Our degree of leverage could affect our ability to obtain additional financing for working capital, capital expenditures, acquisitions, development or other general corporate purposes. Our senior unsecured debt is currently rated investment grade by two major rating agencies. However, there can be no assurance that we will be able to maintain these ratings. In December 2023 and January 2024, our senior debt credit ratings were downgraded, although both remain investment grade. In the event our senior debt is further downgraded from its current ratings, we would likely incur higher borrowing costs and/or difficulty in obtaining additional financing. Our degree of leverage could also make us more vulnerable to a downturn in business or the economy generally. There is a risk that changes in our debt to market capitalization ratio, which is in part a function of BXP’s stock price, or BPLP’s ratio of indebtedness to other measures of asset value used by financial analysts may have an adverse effect on the market price of our equity or debt securities.

Some holders of interests in BPLP could incur adverse tax consequences upon the sale of certain of our properties and on the repayment of related debt which differ from the tax consequences to BXP and its stockholders. Consequently, suchthese holders of partnership interests in BPLP may have different objectives regarding the appropriate pricing and timing of any such sale or repayment of debt. While BXP has exclusive authority under the limited partnership agreement of BPLP to determine when to refinance or repay debt or whether, when, and on what terms to sell a property, subject, in the case of certain properties, to the contractual commitments described below, any such decision would require the approval of BXP’s Board of Directors. While the Board of Directors has a policy with respect to these matters, directors and executive officers could exercise their influence in a manner inconsistent with the interests of some, or a majority, of BXP’s stockholders, including in a manner which could prevent completion of a sale of a property or the repayment of indebtedness.

Provisions in BXP’s charter and bylaws, BXP’s shareholder rights agreementbylaws and the limited partnership agreement of BPLP, as well as provisions of the Code and Delaware corporate law, may:

To facilitate maintenance of BXP’s qualification as a REIT and to otherwise address concerns relating to concentration of stock ownership, BXP’s charter generally prohibits the ownership, directly, indirectly or beneficially, by any single stockholder of more than 6.6% of the number of outstanding shares of any class or series of its common stock. We refer to this limitation as the “ownership limit.” BXP’s Board of Directors may waive,may, in its sole discretion, waive or modify the ownership limit with respect to one or more persons if it is satisfied that ownership in excess of this limit will not jeopardize BXP’s status as a REIT for federal income tax purposes. In addition, under BXP’s charter, each of Mortimer B. Zuckerman and the respective families and affiliates of Mortimer B. Zuckerman and Edward H. Linde, as well as, in general, pension plans and mutual funds, may actually and beneficially own up to 15% of the number of outstanding shares of any class or series of BXP’s equity common stock. Shares owned in violation of the ownership limit will be subject to the loss of rights to distributions and voting and other penalties. The ownership limit may have the effect of inhibiting or impeding a change in control.

BXP has agreed in the limited partnership agreement of BPLP not to engage in specified extraordinary transactions, including, among others, business combinations, unless limited partners of BPLP other than BXP receive, or have the opportunity to receive, either (1) the same consideration for their partnership interests as holders of BXP common stock in the transaction or (2) limited partnership units that, among other things, would entitle the holders, upon redemption of these units, to receive shares of common equity of a publicly traded company or the same consideration as holders of BXP common stock received in the transaction. If these limited partners would not receive such consideration, then we cannot engage in the transaction unless limited partners holding at least 75% of the common units of limited partnership interest, other than those held by BXP or its affiliates, consent to the transaction. In addition, BXP has agreed in the limited partnership agreement of BPLP that it will not complete specified extraordinary transactions, including among others, business combinations, in which BXP receives the approval of its common stockholders unless (1) limited partners holding at least 75% of the common units of limited partnership interest, other than those held by BXP or its affiliates, consent to the transaction or (2) the limited partners of BPLP are also allowed to vote and the transaction would have been approved had these limited partners been able to vote as common stockholders on the transaction. Therefore, if BXP’s common stockholders approve a specified extraordinary transaction, the partnership agreement requires the following before it can complete the transaction:

Our operating and financial policies, including our policies with respect to acquisitions and dispositions of real estate, growth, operations, indebtedness, capitalization and dividends, are exclusively determined by BXP’s Board of Directors. Accordingly, our securityholders do not control these policies.

In connection with and subsequent to BXP’s initial public offering, we have completed many private placement transactions in which shares of stock of BXP or partnership interests in BPLP were issued to owners of properties we acquired or to institutional investors. This common stock, or common stock issuable in exchange for such partnership interests in BPLP, may be sold in the public securities markets over time under registration rights we granted to these investors. Additional common stock issuable under our employee benefit and other incentive plans, including as a result of the grant of stock options and restricted equity securities, may also be sold in the market at some time in the future. Future sales of BXP common stock in the market could adversely affect the price of its common stock. We cannot predict the effect the perception in the market that such sales may occur will have on the market price of BXP’s common stock.

From time to time, we are involved in legal proceedings and other claims. We may also be named as defendants in lawsuits allegedly arising out of our actions or the actions of our vendors, contractors, clients or other contractual parties in which such parties have agreed to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with their respective businesses and/or added as an additional insured under certain insurance policies. An unfavorable resolution of any legal proceeding or other claim could have a material adverse effect on our financial condition or results from operations. Regardless of itstheir outcome, legal proceedings and other claims may result in substantial costs and expenses and significantly divert the attention of our management. With respect to any legal proceeding or other claim, there can be no assurance that we will be able to prevail, or achieve a favorable settlement or outcome, or that our insurance or the insurance and/or any contractual indemnities of our vendors, contractors, clients or other contractual parties will be enoughsufficient to cover all of our defense costs or any resulting liabilities.

This Annual Report on Form 10-K, including the documents incorporated by reference herein, contain forward-looking statements within the meaning of the federal securities laws, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of complying with those safe harbor provisions, in each case, to the extent applicable. The forward-looking statements are contained principally, but not only, under the captions “Business — Business and Growth Strategies,Strategies” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We caution investors that forward-looking statements are based on current beliefs, expectations of future events and assumptions made by, and information currently available to, our management. When used, the words “anticipate,” “believe,” “budget,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “should,” “willwill,” and similar expressions that do not relate solely to historical matters are intended to identify forward-looking statements. These statements are subject to risks, uncertainties and assumptions and are not guarantees of future performance or occurrences, which may be affected by known and unknown risks, trends, uncertainties and factors that are, in some cases, beyond our control. If one or more of these known or unknown risks or uncertainties materialize, or if underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied by the forward-looking statements. We caution you that, while forward-looking statements reflect our good-faith beliefs when we make them, they are not guarantees of future performance or occurrences and are impacted by actual events when they occur after we make such statements. Accordingly, investors should use caution in relying on forward-looking statements, which are based on results, trends and assumptions at the time they are made, to anticipate future results or trends.

Some of the risks and uncertainties that may cause our actual results, performance or achievementsresults to differ materially from those expressed or implied by the forward-looking statements include, among others,include the following risks and uncertainties, among others:

•volatile or adverse globalgeopolitical economic and political conditions, health crisesconflicts and dislocations in the credit markets could adversely affect economic conditions and/or restrict our access to cost-effective capital, which could have a material adverse effect on our business opportunities, results of operations and financial condition;

•general risks affecting the real estate industry (including, without limitation, the inability to enter into or renew leases on attractive terms, sustained changes in client preferences and space utilization, dependence on clients’ financial condition, and competition from other developers, owners and operators of real estate);

•failure to manage effectively our growth and expansion into new markets and sub-markets or to integrate acquisitions and developments successfully;

•risks associated with our use of AI and cyber security breaches, incidents,incidents and compromises through cyber-attacks, cyber intrusions or otherwise,compromises, as well as other significant disruptions of our information technology (IT) networks and related systems, which support our operations and our buildings;

•risks associated with BXP’s potential failure to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”);

We generate revenue and cash primarily by leasing premier workplaces to our clients. We consider premier workplaces to be well-located buildings that are modern structures or have been modernized to compete with newer buildings, are professionally managed and maintained, and offer a number and type of amenities that are in high demand by clients that are focused on the importance of the physical work environment in recruiting and retaining the best and brightest employees. As such, these properties attract creditworthy clients and command upper-tier rental rates in their markets. We do not consider the expression “premier workplaces” a classification of our properties in accordance with any standard listing criteria in the real estate industry. We therefore caution investors that our use and definition of “premier workplaces” may be different than the use and definition of similar expressions and traditional classifications that may be used by other companies.

We believe our key competitive advantages are our commitments to the office asset class and to our clients as many competitors have divested from the sector, a strong balance sheet with access to capital in the secured and unsecured debt markets and the private and public equity markets, and the high quality of our portfolio of premier workplaces. Our core strategy has always been to develop, acquire and manage premier workplaces in gateway markets with high barriers-to-entry and attractive demand drivers and to focus on executing long-term leases with financially strong clients that are diverse across market sectors. We believe this strategy provides a competitive advantage that helps BXP distinguish itself from competitors as our clients are interested in leasing space in vibrant, amenitized and accessible premier workplaces to encourage more in-person work.workplaces. This interest has accelerated the flight to quality in the office industry.market. Over the past several years, BXP’s experience and performance has diverged from the larger market and media sentiment, as premier workplaces have outperformed the broader office market consistently and substantially in both rental rates achieved and occupancy. We believe this divergence validates our strategy and differentiates BXP from other office companies.

Premier workplaces in our five traditional central business district (“CBD”) markets (Boston, New York, San Francisco, Seattle and Washington, DC) have consistently outperformed the broader office market in those CBDs on several key metrics, including occupancy, net absorption levels, rental rates and landlord concessions. This outperformance is evident in BXP’s portfolio where we derive approximately 88%90% of our share of annualized rental obligations from predominantly premier workplaces located in CBDs. We define annualized rental obligations as the monthly contractual base rent (excluding percentage rent and rent abatements) and budgeted reimbursements from clients under existing leases as of December 31, 2024,2025, multiplied by twelve. Our share of annualized rental obligations is calculated as the consolidated amount, plus our share of the amount from our unconsolidated joint ventures (calculated based on our economic percentage ownership interest), less our partners’ share of the amount from our consolidated joint ventures (calculated based on the partners’ economic percentage ownership interest). As of December 31, 2024,2025, theseour CBD assets arewere 90.9%89.8% occupied and 92.8%92.5% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with generally accepted accounting principles (“GAAP”)).

As of December 31, 2024,2025, the weighted-average remaining lease term for (1) our in-place leases, based on square feet, including those signed by our unconsolidated joint ventures but excluding residential units, was approximately 7.87.9 years, and (2) our 20 largest clients, based on square feet, was approximately 9.49.8 years. Through year-end 2027, we have relatively low exposure to contractual lease expirations with approximately 7.2% of our share of the square footage of our in-service portfolio expiring.

Overall, we believe that our operating environment is improving. Although all of the markets in which we operate still need consistent incremental absorption to constitute a macro recovery, we have startedcontinue to see pockets of strength where low availability is driving constructive client behavior, particularly in New York and Boston which accounts for 61% of our share of annualized rental obligations.behavior. As clients choose premier workplaces in sound financial condition,condition with building owners that are committed to their properties for the long term to their propertiesand operated by the best property management teams, we expect to continue to be successful in gaining market share.

At December 31, 2024,2025, theBXP’s overalltotal in-service portfolio occupancy of our in-service office and retail properties was 87.5%,86.7%, an increase of 5070 basis points from Septemberthe 30,third 2024.quarter Weof define2025. occupancyBXP’s astotal spaceportfolio withwas signed89.4% leasesleased for which revenue recognition has commenced in accordance with GAAP. Including(including vacant space for which we have signed leases that have not yet commenced revenue recognition in accordance with GAAP,GAAP), ouran in-serviceincrease officeof and60 retailbasis propertiespoints werefrom approximatelythe 89.4%third leasedquarter atof December 31, 2024.2025.

BXP is one of the largest publicly traded office REITs (based on total market capitalization as of MarchJune 31,30, 2026) in the United States that develops, owns, and manages primarily premier workplaces. Our properties are concentrated in six gateway markets in the U.S. - Boston, Los Angeles, New York, San Francisco, Seattle and Washington, DC.

We generate revenue and cash primarily by leasing premier workplaces to our clients. We consider premier workplaces to be well-located buildings that are modern structures or have been modernized to compete with newer buildings, are professionally managed and maintained, and offer a number and type of amenities that are in high demand by clients that are focused on the importance of the physical work environment in recruiting and retaining the best and brightesttop-performing employees. As such, these properties attract creditworthy clients and command upper-tier rental rates in their markets. We do not consider the expression “premier workplaces” a classification of our properties in accordance with any standard listing criteria in the real estate industry. We therefore caution investors that our use and definition of “premier workplaces” may be different than the use and definition of similar expressions and traditional classifications that may be used by other companies.

We believe our key competitive advantages are our commitments to the office asset class and to our clients as many competitors have divested from the sector, a strong balance sheet with access to capital in the secured and unsecured debt markets and the private and public equity markets, and the high quality of our portfolio of premier workplaces. Our core strategy has always been to develop, acquire and manage premier workplaces in gateway markets with high barriers-to-entry and attractive demand drivers and to focus on executing long-term leases with financially strong clients that are diverse across market sectors. We believe this strategy provides a competitive advantage as our clients are interested in leasing space in vibrant, amenitized and accessible premier workplaces. This interest has accelerated the flight to quality in the office market. Over the past several years, BXP’s experience and performance has diverged from the larger market and media sentiment, as premier workplaces have outperformed the broader office market consistently and substantially in both rental rates achieved and occupancy. We believe this divergence validates our strategy and differentiates BXP from other office companies.

Premier workplaces in our five traditional central business district (“CBD”) markets (Boston, New York, San Francisco, Seattle and Washington, DC) have consistently outperformed the broader office market in those CBDs on several key metrics, including occupancy, net absorption levels, rental rates and landlord concessions. This outperformance is evident in BXP’s portfolio where we derive approximately 90%91% of our share of annualized rental obligations from predominantly premier workplaces located in CBDs. We define annualized rental obligations as the monthly contractual base rent (excluding percentage rent and rent abatements) and budgeted reimbursements from clients under existing leases as of MarchJune 31,30, 2026, multiplied by twelve. Our share of annualized rental obligations is calculated as the consolidated amount, plus our share of the amount from our unconsolidated joint ventures (calculated based on our economic percentage ownership interest), less our partners’ share of the amount from our consolidated joint ventures (calculated based on the partners’ economic percentage ownership interest). As of MarchJune 31,30, 2026, our CBD assets were 89.9%90.7% occupied and 93.4%93.6% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

As of MarchJune 31,30, 2026, the weighted-average remaining lease term for (1) our in-place leases, based on square feet, including those signed by our unconsolidated joint ventures but excluding residential units, was approximately 7.67.7 years, and (2) our 20 largest clients, based on square feet, was approximately 9.19.4 years. Through year-end 2027, we have relatively low exposure to contractual lease expirations with approximately 6.3%4.6% of our share of the square footage of our in-service portfolio expiring.

During the firstsecond quarter of 2026, BXP continued to successfully execute on the multi-year strategic action plan introduced at our September 2025 Investor Day. The action plan focuses on earnings growth, which we expect will be achieved through a combination of increased occupancy and development deliveries, and reducing leverage through asset sales and retention of cash flow. Our progress reflects steady advancement across these key priorities.

Growth in Funds from Operations (“FFO”) per share depends in large part on the success of our leasing activity.activity and improved occupancy. Leasing momentum remained strong during the firstsecond quarter of 2026, as we signed leases for moreapproximately than 1.11.8 million square feet.

Leasing conditions across BXP’sBXP's portfolio remain constructive, supported by continued client demand infor premier office locationsassets and tangible progress inimproving leasing execution. LeasingActivity activity has beenis increasingly concentrated in ourBXP’s highest‑quality,premier well‑locatedoffice CBD assets,locations, including Midtown Manhattan, theBoston's Back Bay of Boston,Bay, Reston Town Center, and select submarkets in San Francisco,Francisco submarkets, where tightening availability and improving demand dynamics are translatingcontributing into meaningfulto leasing momentum. DemandAt the same time, discussion surrounding the impact of artificial intelligence on office-using employment has alsobecome broadenedmore balanced and constructive, contributing to a more favorable demand backdrop. Collectively, these trends support BXP's view that premier workplaces in certaingateway Westmarkets Coastremain markets,well-positioned particularlyto withincapture Southevolving oftenant Market San Francisco and Santa Monica, reflecting renewed interest from expanding and relocating clients.demand.

Looking ahead, leasing for vacant space in our in-service buildings and coverage of near‑term lease expirations are expected to be the primary drivers of occupancy and same‑store revenue growth.growth in our same property portfolio. We have a manageablemodest level300,000 square feet of remainingleases 2026expiring expirations,prior to December 31, 2026, a growingstrong pipeline of active negotiations, and a meaningful volume totaling 1.1 million square feet of executed leases scheduled to commence this year. Together, these factors provide increased visibility into continued occupancy improvement and support our expectation of achieving year‑end 2026 occupancy targets consistent with those outlined at our September 2025 Investor Day.

On the supply side, new office construction has effectively slowed to a halt across most of our markets, which we expect will result in improvedimprove long‑term supply‑demand fundamentals and reinforcement ofreinforce the relative competitiveness of institutional, well‑amenitized assets. Capital markets sentiment toward the office sector has continued to improve, as reflected in increasing private market transaction activity and greater availability of both debt and equity capital at more attractive pricing. This backdrop is expected to support our leasing momentum, facilitate orderly execution of strategic asset sales, and enable continued capital recycling initiatives throughout 2026.

In the firstsecond quarter of 2026, we executed 68106 leases totaling moreapproximately than 1.11.8 million square feet with a weighted-average lease term of approximately 8.79.9 years. The amount leased is approximately 129% of our historical 10-year average for the second quarter. Notable signed leases for projects under development include:

At MarchJune 31,30, 2026, BXP’s total in-service portfolio occupancy was 87.4%,88.4%, an increase of 70100 basis points from the fourthfirst quarter of 2025.2026. Total portfolio leased percentage was 90.9%91.3% (including vacant space for which we have signed leases that have not yet commenced revenue recognition in accordance with GAAP), an increase of 15040 basis points from the fourthfirst quarter of 2025.2026. The spread between leased and occupied square footage haswas grown to 350290 basis points, representing approximately 1.61.3 million square feet of leases yet to commence, of which approximately 91%85% is expected to commence throughoutbefore 2026,year-end consistent with the trajectory outlined at our Investor Day in September 2025.2026.

An overview of the leasing activity in each of our regions for the three months ended MarchJune 31,30, 2026 is set forth in the table below. Amounts shown are in square feet, except for percentages, and include 100% of the unconsolidated joint venture properties.

__________________ (1)Represents leases executed during the three months ended MarchJune 31,30, 2026 for which we either (1) commenced lease revenue recognition in such quarter or (2) will commence lease revenue recognition in subsequent quarters, in accordance with GAAP, and includes leases at properties currently under development.development/redevelopment.

The table below details the vacancyleasing activity inand oursecond portfolio,generation leasing information for leases executed, including 100% of the unconsolidated joint ventures,venture that commenced revenue recognitionproperties, during the three and six months ended MarchJune 31,30, 2026:

__________________ (1)Total square feet from property dispositions during the threesix months ended MarchJune 31,30, 2026 consists of 260,762 square feet at Gateway Commons and 79,382 square feet at North First Business Park. Total square feet from properties taken out of service during the threesix months ended MarchJune 31,30, 2026 consists of 49,219 square feet at Santa Monica Business Park.

(2)Total square feet from properties placed in service during the three months ended MarchJune 31,30, 2026 consists of 572,578 square feet at 290 Binney Street. Total square feet from properties placed in service during the six months ended June 30, 2026 consists of 572,578 square feet at 290 Binney Street and 30,284 square feet at Reston Next Retail.

(5)Leases for 302,194296,406 and 598,600 square feet were signed during the three and six months ended MarchJune 31,30, 2026.2026, respectively.

BXP anticipatesfully placingplaced in-service 290 Binney Street, a 573,000 square foot, state-of-the-art life sciences building locatedStreet in Cambridge, MassachusettsMassachusetts. within290 theBinney KendallStreet Squareis submarket,a into16-story, service572,578 insquare thefoot secondlaboratory/life quarter of 2026. Thesciences property that is 100% pre-leasedleased to AstraZeneca.

At MarchJune 31,30, 2026 and 2025, we owned or had joint venture interests in a portfolio of 164 and 185186 commercial real estate properties, respectively (in each case, the “Total Property Portfolio”). As a result of changes within our Total Property Portfolio, the financial data presented below shows significant changes in revenue and expenses from period-to-period. Accordingly, we do not believe that our period-to-period financial data with respect to the Total Property Portfolio provides a complete understanding of our operating results. Therefore, the comparison of operating results for the three and six months ended MarchJune 31,30, 2026 and 2025 shows separately the changes attributable to the properties that were owned by us and in-service throughout each period compared (the “Same Property Portfolio”) and the changes attributable to the properties included in the Acquired, Placed In-Service, In or Held for Development or Redevelopment or Sold Portfolios.

NOI is a non-GAAP financial measure equal to net income attributable to BXP, Inc. and net income attributable to Boston Properties Limited Partnership, as applicable, the most directly comparable GAAP financial measures, plus (1) net income attributable to noncontrolling interests, interest expense, loss from early extinguishment of debt, lossesimpairment from investments in securities,loss, loss on sales-type lease, depreciation and amortization expense, transaction costs, payroll and related costs from management services contracts and corporate general and administrative expense less (2) unrealized gain (loss) on non-real estate investments, gains from investments in securities, interest and other income (loss), gains on sales of real estate, income (loss) from unconsolidated joint ventures, direct reimbursements of payroll and related costs from management services contracts and development and management services revenue. We use NOI internally as a performance measure and believe it provides useful information to investors regarding our results of operations and financial condition because, when compared across periods, it reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unleveraged basis, providing perspective not immediately apparent from net income attributable to BXP, Inc. and net income attributable to Boston Properties Limited Partnership. For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level as opposed to the property level. Similarly, interest expense may be incurred at the property level even though the financing proceeds may be used at the corporate level (e.g., used for other investment activity). In addition, depreciation and amortization expense, because of historical cost accounting and useful life estimates, may distort operating performance measures at the property level. NOI presented by us may not be comparable to NOI reported by other REITs or real estate companies that define NOI differently.

Results of Operations for the ThreeSix Months Ended MarchJune 31,30, 2026 and 2025 Net income attributable to BXP, Inc. and net income attributable to Boston Properties Limited Partnership increased by approximately $40.4$20.0 million and $44.9$23.4 million, respectively, for the threesix months ended MarchJune 31,30, 2026 compared to 2025, as detailedset forth in the following tables and for the reasons discussed below under the heading “Comparison of the threesix months ended MarchJune 31,30, 2026 to the threesix months ended MarchJune 31,30, 2025” within “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The following are reconciliations of (1) Net Income Attributable to BXP, Inc. to NOI and (2) Net Income Attributable to Boston Properties Limited Partnership to NOI for the threesix months ended MarchJune 31,30, 2026 and 2025. For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see page 41.48.

Comparison of the threesix months ended MarchJune 31,30, 2026 to the threesix months ended MarchJune 31,30, 2025 The table below shows selected operating information for the Same Property Portfolio and the Total Property Portfolio. The Same Property Portfolio consists of 139138 properties totaling approximately 40.840.7 million net rentable square feet, excluding unconsolidated joint ventures. The Same Property Portfolio includes properties acquired or placed in-service on or prior to January 1, 2025 and owned and in-servicein service through MarchJune 31,30, 2026. The Total Property Portfolio includes the effects of the other properties either acquired, placed in-service, in or held for development or redevelopment after January 1, 2025 or disposed of on or prior to MarchJune 31,30, 2026. This table includes a reconciliation from the Same Property Portfolio to the Total Property Portfolio by also providing information for the threesix months ended MarchJune 31,30, 2026 and 2025 with respect to the properties that were acquired, placed in-service, in or held for development or redevelopment, or sold. We did not acquire any properties during the threesix months ended MarchJune 31,30, 2026 and 2025.

(2)For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see page 41.48. Residential Net Operating Income for the threesix months ended MarchJune 31,30, 2026 and 2025 is comprised of Residential Revenue of $4,452$8,135 and $12,348$24,880 less Residential Expenses of $2,210$4,216 and $5,897,$12,475, respectively. Hotel Net Operating Income for the threesix months ended MarchJune 31,30, 2026 and 2025 is comprised of Hotel Revenue of $9,101$24,002 and $9,597$24,370 less Hotel Expenses of $7,982$17,351 and $7,565,$16,930, respectively, per the Consolidated Statements of Operations.

Lease revenue (excluding termination income) from the Same Property Portfolio increased by approximately $12.4$36.8 million for the threesix months ended MarchJune 31,30, 2026 compared to 2025. The increase resultedwas froma result of our average revenue per square foot increasing by approximately $0.86,$1.08, contributing approximately $7.7$19.5 million, and our average occupancy increasing from 88.3%88.1% to 88.9%,89.1%, contributing approximately $4.7$17.3 million.

Termination income increased by approximately $12.6$14.9 million for the threesix months ended MarchJune 31,30, 2026 compared to 2025.

Termination income for the threesix months ended MarchJune 31,30, 2026 and 2025 related to seven18 and twothree clients, respectively, across the Same Property Portfolio and totaled approximately $12.8$15.7 million and $0.2$0.8 million, respectively.

Parking and other revenue increased by approximately $1.2$4.1 million for the threesix months ended MarchJune 31,30, 2026 compared to 2025. Parking and other revenue increased by approximately $1.3$3.4 million and $0.7 million, partially offset by a decrease in other revenue of approximately $0.1 million.respectively. The increase in parking revenue was primarily due to an increase in transientmonthly parking. The increase in other revenue was primarily associated with an increase in insurance proceeds.

The table below lists the properties that were placed in-service or partially placed in-service between January 1, 2025 and MarchJune 31,30, 2026.

Properties Inin or Held for Development or Redevelopment Portfolio The table below lists the properties that were in or held for development or redevelopment between January 1, 2025 and MarchJune 31,30, 2026.

______________ (1)These properties are no longer considered “in-service” because each property’s occupied percentage is less than 50% and we anticipate a future development/redevelopment of the property. A property will be considered held for development or redevelopment until the last client has vacated the property and the property is no longer revenue producing.

The table below lists the properties we sold between January 1, 2025 and MarchJune 31,30, 2026.

Net operating income for our residential same property increased by approximately $0.6$1.7 million for the threesix months ended MarchJune 31,30, 2026 compared to 2025.

The following reflects our occupancy and rental rate informationinformation, by region, for our residential same property for the threesix months ended MarchJune 31,30, 2026 and 2025.