BXP (BXP) 10-K risk factor changes: FY2024 vs FY2023

You should refer to the explanation of the qualifications and limitations on forward-looking statements beginning on page [removed: [58](#i3af583f5add64154a1f3eb3de641e4a1_289).*][added: [52](#i9b9fea52982644caa504455128ddd0ce_328).*]

For example, in our Washington, DC market, we focus on leasing our properties to governmental [removed: agencies] [added: contractors] and [removed: contractors.][added: legal firms.]

In addition, a significant economic downturn over a period of time could result in an event or change in circumstances that results in an [added: impairment of a long-lived asset or an] “other than temporary” impairment in the value of our [removed: properties or our] investments in unconsolidated joint ventures.

[removed: During] [added: For] the year ended December 31, [removed: 2023,] [added: 2024,] we recognized an [removed: other-than-temporary] impairment [removed: loss on] [added: of a long-lived asset of approximately $13.6 million and “other than temporary” impairments in the value of three of] our investments in [removed: four] unconsolidated joint ventures aggregating approximately [removed: $272.6 million (See Note 6 to the Consolidated Financial Statements).][added: $341.3 million.]

Any future [removed: impairment] [added: impairments] could have a material adverse effect on our results of operations in the period in which the charge is taken.

Market and economic volatility due to adverse economic and [removed: geopolitical] [added: political] conditions, health crises or dislocations in the credit markets could have a material adverse effect on our results of operations, financial condition and ability to pay dividends and/or distributions.

Such adverse economic and [removed: geopolitical] [added: political] conditions may [removed: be due to,] [added: include,] among other issues, [added: continued inflation, elevated interest rates, policy changes by the new presidential administration,] prolonged labor market challenges impacting the recruitment and retention of talent, [removed: continued inflation, high interest rates,] 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 [removed: and/or] [added: and] distributions as a result of the following, among other potential consequences:

- our [removed: ability] [added: inability] to borrow on terms and conditions that we find acceptable, or at all, [removed: may be limited,] which could reduce our ability to pursue acquisition and development opportunities and refinance existing debt, reduce our returns from our acquisition and development activities and increase our future interest expense;

Linde, President, [removed: and] Raymond A.

Ritchey, Senior Executive Vice [removed: President.][added: President, and Michael E.]

Thomas, [removed: Linde and] [added: Linde,] Ritchey [added: 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.

Our [removed: Chief Financial Officer and] Regional Managers also have strong reputations.

As of December 31, [removed: 2023, WeWork] [added: 2024, the U.S. Government] was one of our [removed: 20] largest clients [removed: (based on our share of] [added: by] square [removed: footage).][added: feet.]

We face risks associated with the development of mixed-use commercial [added: and residential] properties.

We operate, are currently developing, and may in the future develop, properties either alone or through joint ventures with other [removed: persons] [added: parties] that are known as “mixed-use” [removed: developments.][added: properties.]

[removed: This] [added: 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.

In appropriate circumstances, we intend to acquire and recapitalize or develop, as applicable, properties in joint ventures with other [removed: persons or entities.][added: parties.]

We currently have joint ventures that are and are not consolidated [added: within our financial statements.]

- if we loan funds to a joint venture and the joint venture is unable to make required payments of interest and principal, or both, then we may exercise remedies available to us in the joint venture agreement that could allow us to increase our ownership interest or our control over major decisions, or both, which could result in an unconsolidated joint venture becoming consolidated with our financial statement; doing so could [added: require us to reallocate the purchase price among the various asset and liability components and this could result in material changes to our reported results of operations and financial condition.]

- our hotel property is subject to general and local economic and social conditions that may affect demand for travel in general, including [added: fluctuations in consumer spending,] public health concerns, war and terrorism.

[removed: Certain properties, including the General Motors Building located at 767] Fifth Avenue in New York, New York (“767 Fifth Avenue”), are currently insured in separate insurance programs.

We also currently carry nuclear, biological, chemical and radiological terrorism insurance coverage for acts of terrorism certified under the Federal Terrorism Risk Insurance Act (as amended, “TRIA”) (“NBCR Coverage”), which is provided by [removed: IXP] [added: IXP, LLC (“IXP”)] as a direct insurer, for the properties in our portfolio, including 767 Fifth Avenue, but excluding certain other properties owned in joint ventures with third parties or which we manage.

[added: Under TRIA, after the payment of the required deductible] and coinsurance, the NBCR Coverage provided by IXP is backstopped by the Federal Government if the aggregate industry insured losses resulting from a certified act of terrorism exceed a “program trigger.” The program trigger is $200 million, the coinsurance is 20% and the deductible is 20% of the premiums earned by the insurer for the year prior to a claim.

Any such loss could materially and adversely affect our [removed: business and] [added: business,] financial condition and results of operations.

[removed: 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 or necessitate that we lease our properties on less favorable terms or both.

[removed: We have previously experienced adverse impacts on our business from the COVID-19 pandemic, and factors] [added: Factors] related to any [removed: future] 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 liquidity 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 [removed: obligations, including rent concessions, deferrals or abatements, or to declare bankruptcy.]

We face risks associated with climate [removed: change and] [added: change and] severe weather events, as well as the regulatory efforts intended to reduce the effects of climate [removed: change.][added: change.]

To the extent climate change causes changes in weather patterns, our markets could experience increases in storm intensity, extreme temperatures, rising [removed: sea-levels] [added: sea-levels, extreme drought] and/or [removed: drought.][added: wildfires.]

In addition, we face transition risks related to federal, state and local legislation and regulations that are being implemented, are under consideration to [removed: mitigate the effects of climate change or that require increased environmental disclosures and reporting.]

[added: The presence or migration of hazardous or toxic] substances or petroleum products or the failure to properly remediate contamination may give rise to third-party claims for bodily injury, property damage and/or response costs and may materially and adversely affect our ability to borrow against, sell or rent an affected property.

[added: If, under the Americans] with Disabilities Act, we are required to make substantial alterations and capital expenditures in one or more of our properties, including the removal of access barriers, it could adversely affect our financial condition and results of operations, as well as the amount of cash available for distribution to our securityholders.

[removed: A sustained increase in] [added: Elevated] interest rates [removed: would] [added: have, and may continue to] increase our interest costs on variable rate debt and could adversely impact our ability to refinance existing debt or sell assets on favorable terms or at all.

As of February [removed: 20, 2024,] [added: 21, 2025,] we had [removed: $2.1] [added: $2.4] billion outstanding indebtedness, excluding our unconsolidated joint ventures, that bears interest at a variable rate, and we may incur more indebtedness in the future.

[removed: All] [added: 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.

As interest rates [removed: have increased,] [added: remain high,] the interest costs on our unhedged variable rate debt have [removed: also] increased, which, if [added: current rates are] sustained or [removed: continues] [added: 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, [removed: rising] [added: elevated] interest rates could limit our ability to refinance existing debt when it matures or significantly increase our future interest expense.

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 [added: 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.]

As of December 31, [removed: 2023,] [added: 2024,] we had one tax protection agreement that could restrict our ability to repay or finance debt.

For additional information on these impairments, see Notes 3 and 6 to the Consolidated Financial Statements.

- federal policy changes by the new presidential administration, such as the implementation of tariffs that could result in global supply chain disruptions and/or continued inflation, which could negatively impact

interest rates, potential changes to U.S. federal tax laws and budgetary changes related to government leases;

LaBelle, Executive Vice President, Chief Financial Officer & Treasurer.

We are also developing, and may in the future develop, residential buildings.

Certain properties, including the General Motors Building located at 767

This could result in an overall decrease in the demand for office space in these markets

The use of technology based on artificial intelligence and machine learning presents risks and challenges that may adversely affect our business and results of operations.

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, they also present 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,

- the incorporation of AI by 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 issues pertaining to data privacy, information security and intellectual property considerations, and

- the evolving legal regulations relating to AI, which may require significant resources to modify and maintain business practices to comply with applicable law or otherwise result in legal or regulatory action or create additional liabilities, the nature of which cannot be determined at this time.

While 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.

obligations, including rent concessions, deferrals or abatements, or to declare bankruptcy.

mitigate the effects of climate change or that require increased environmental disclosures and reporting.

Interest rates remained elevated throughout 2024 and are expected to remain elevated through 2025.

| | | | | | | February 21, 2025 | | | | | | | | | | | | | | | | | |

| Common Stock | | | | | | 158,210 | | | | | | 158,210 | | | | | | $ | 10,894,341 | | | | |

| Total Equity (A) | | | | | | | | | | | | 176,739 | | | | | | $ | 12,170,248 | | | | |

| Consolidated Debt (B) | | | | | | | | | | | | | | | | | | $ | 15,682,822 | | | | |

An “other than temporary” impairment loss is recognized if the carrying amount of the asset (1) is not recoverable over its expected holding period and (2) exceeds its fair value.

There can be no assurance that we will not take additional charges in the future related to the impairment of our assets or investments.

[T](#i3af583f5add64154a1f3eb3de641e4a1_25)[able of Contents](#i3af583f5add64154a1f3eb3de641e4a1_25)

- tightening labor market conditions may adversely affect our ability to recruit and retain talent, which may result in lack of business continuity and increased costs to address the labor challenges;

- changes in space utilization by our clients due to technology, economic conditions and business culture;

On November 6, 2023, WeWork Inc. and certain of its direct and indirect subsidiaries (collectively, “WeWork”) filed voluntary petitions to commence proceedings under Chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of New Jersey.

There can be no assurance that WeWork will not reject one or more of the four leases.

within our financial statements.

require us to reallocate the purchase price among the various asset and liability components and this could result in material changes to our reported results of operations and financial condition.

As of December 31, 2023, the U.S. Government was one of our largest clients by square feet.

Under TRIA, after the payment of the required deductible

The presence or migration of hazardous or toxic

If, under the Americans

Interest rates increased throughout 2023, and may remain elevated throughout 2024.

addition, an increase in 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.

| | | | | | | February 20, 2024 | | | | | | | | | | | | | | | | | |

| Common Stock | | | | | | 157,011 | | | | | | 157,011 | | | | | | $ | 10,367,436 | | | | |

| Total Equity (A) | | | | | | | | | | | | 176,207 | | | | | | $ | 11,634,948 | | | | |

| Consolidated Debt (B) | | | | | | | | | | | | | | | | | | $ | 15,366,713 | | | | |

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.

the attention of our management.

[removed: Forward-Looking] [added: Forward Looking] Statements

This Annual Report on Form 10-K, including the documents incorporated by [removed: reference,] [added: 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 [removed: amended.][added: amended (the “Exchange Act”).]

If one or more of these known or unknown risks or uncertainties materialize, or if underlying assumptions prove incorrect, actual results may [removed: vary] [added: differ] materially from those expressed or implied by the forward-looking statements.

Accordingly, investors should use caution in relying on forward-looking statements, which are based on [removed: results and] [added: results,] trends [added: and assumptions] at the time they are made, to anticipate future results or trends.

The most significant factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements include the risks and uncertainties related to [removed: the impact of] [added: adverse] changes in general economic and capital market conditions, including [removed: continued] inflation, [removed: increasing] [added: increases in] interest rates, supply chain disruptions, labor market disruptions, dislocation and volatility in capital markets, and potential longer-term changes in consumer and client [removed: behavior resulting from the severity and duration of any downturn in the U.S. or global economy,] [added: behavior,] sustained changes in client preferences and space utilization, as well as the other important factors below and the risks set forth in this Form 10-K in Part I, Item 1A.

- volatile or adverse global economic and [removed: geopolitical] [added: political] conditions, health crises 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 [removed: leases,] [added: leases on attractive terms,] changes in client preferences and space utilization, dependence on clients’ financial condition, and competition from other developers, owners and operators of real estate);

- risks and uncertainties affecting property development and construction (including, without limitation, [removed: continued inflation,] supply chain disruptions, labor shortages, construction delays, increased construction costs, cost overruns, inability to obtain necessary permits, client accounting considerations that may result in negotiated lease provisions that limit a client’s liability during construction, and public opposition to such activities);

- risks associated with legal proceedings and other claims that could result in substantial monetary [added: damages] and other costs;

Given these risks and uncertainties, investors should not [removed: place undue reliance] [added: unduly rely] on forward-looking statements as a prediction of actual results.

Investors should also refer to our [removed: most recent] Quarterly Reports on Form 10-Q for future periods and Current Reports on Form 8-K as we file them with the SEC, and to other materials we may furnish to the public from time to time through Current Reports on Form 8-K or otherwise, for a discussion of risks and uncertainties that may cause [added: our] actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements.

BXP is one of the largest publicly traded office real estate investment trusts (REITs) (based on total market capitalization as of December 31, [removed: 2023)] [added: 2024)] in the [removed: U.S.] [added: United States] that develops, owns, and manages primarily premier workplaces.

Our properties are concentrated in six dynamic gateway markets in the U.S. - Boston, Los Angeles, New York, San Francisco, [removed: Seattle,] [added: Seattle] and Washington, DC.

When making leasing decisions, we consider, among other things, the creditworthiness of the client and the industry in which it conducts business, the length of the lease, the rental rate to be paid at inception and throughout the lease term, the amount of any security deposit or letter of credit posted by the client, the costs of tenant [removed: improvements,] [added: improvement allowances,] free rent periods and other landlord concessions, anticipated operating expenses and real estate taxes, [added: the date by which we expect to begin revenue recognition for the lease under GAAP,] current and anticipated vacancy in our properties and the market overall (including sublease space), current and expected future demand for the space, the impact of other clients’ expansion [removed: rights,] [added: rights] and general economic factors.

Our core strategy has always been to develop, acquire and manage premier workplaces in gateway markets with high barriers-to-entry and attractive demand [removed: drivers,] [added: drivers] and to focus on executing long-term leases with financially strong clients that are diverse across market sectors.

As of December 31, [removed: 2023,] [added: 2024,] the weighted-average remaining lease term [removed: based on square feet (1)] for [added: (1)] our in-place leases, [added: based on square feet,] including those signed by our unconsolidated joint [added: ventures but excluding residential units, was approximately 7.8 years, and (2) our 20 largest clients, based on square feet, was approximately 9.4 years.]

In this regard, we believe [removed: we have a] [added: that our] competitive leasing advantage [removed: that results from:][added: is based on the following attributes:]

- labor market conditions shift, [removed: resulting in increasing] [added: which has gradually increased] employer [removed: demands] [added: demand] for mandatory in-person workdays;

In light of the uncertain trajectory of the U.S. and global economies, we [removed: believe we] continue to position BXP for success by [removed: increasing] [added: ensuring ample] liquidity, managing our leverage, pursuing additional capital raising opportunities and maintaining discipline in discretionary capital expenditures, while continuing to selectively invest (including through both acquisitions and developments) in premier workplace opportunities.

We remain focused [removed: on the following strategies:][added: on:]

- continuing to embrace our leadership position in the premier workplace segment and leveraging our strength in portfolio quality, client relationships, development skills, market penetration and sustainability to profitably build market [removed: share.][added: share;]

- pursuing attractive asset class adjacencies where we have a track record of success, such as [removed: life sciences and] residential development;

The following is an overview of leasing and investment activity in the fourth quarter of [removed: 2023] [added: 2024] and recent business highlights.

In the fourth quarter of [removed: 2023,] [added: 2024,] we [removed: signed] [added: executed 83 leases totaling] more than [removed: 1.5] [added: 2.3] million square feet [removed: of leases] with a weighted-average lease term of approximately [removed: 8.4 years, for a total of approximately 4.2 million square feet leased in 2023 with a weighted-average lease term of 8.2] [added: 10.3] years.

[removed: The] [added: At December 31, 2024, the] overall occupancy of our in-service [removed: premier workplace] [added: office] and retail properties was [removed: 88.4% at December 31, 2023, a decrease] [added: 87.5%, an increase] of [removed: 40] [added: 50] basis points from September 30, [removed: 2023.][added: 2024.]

Including vacant space for which we have signed leases that have not yet commenced revenue recognition in accordance with GAAP, our in-service [removed: premier workplace] [added: office] and retail properties were approximately [removed: 89.9%] [added: 89.4%] leased at December 31, [removed: 2023.][added: 2024.]

[removed: We expect to see more] [added: Additional new acquisition] opportunities [removed: to make investments] [added: will likely increase] in this environment, and we remain committed to developing and acquiring assets to enhance our long-term growth and to meet [removed: current and future] client demand [removed: for] [added: by focusing on] premier [removed: workplaces, life sciences, and residential development.][added: workplaces.]

[removed: *•*We completed the acquisition of] [added: On December 14, 2023, we acquired] our joint venture partner’s 45% [removed: ownership] interest in [added: the joint venture entity that owns] Santa Monica Business Park located in Santa Monica, California.

Santa Monica Business Park is [removed: a 47-acre] [added: an] office park consisting of 21 buildings [removed: and] totaling approximately 1.2 million net rentable square feet.

[removed: - On] [added: (2)On] January 8, 2024, we [removed: completed the acquisition of] [added: acquired] our joint venture partner’s 50% economic ownership interest in 901 New York Avenue located in Washington, DC for a [added: gross] purchase price of $10.0 million.

[removed: We also assumed the partner’s share of] [added: At acquisition,] the [added: mortgage loan had an] outstanding [added: principal balance of] approximately $207.1 [removed: million mortgage debt, which bears] [added: million, bore] interest at 3.61% per annum and [removed: matures] [added: was scheduled to mature] on January 5, 2025.

[removed: On] January 11, 2024, we modified the mortgage loan to provide for two [removed: loan] extension options totaling five years of additional term, each subject to certain conditions.

[removed: The first] [added: Beginning January 5, 2025, the] loan [removed: extension option is four years] [added: will bear interest] at a [added: stated] fixed [removed: interest] rate of 5.0% per annum.

As of December 31, [removed: 2023,] [added: 2024,] our development/redevelopment pipeline consisted of [removed: 10] [added: seven] properties that, when completed, we expect will total approximately [removed: 2.7] [added: 2.3] million net rentable square feet.

Our share of the estimated total cost for these projects is approximately [removed: $2.4] [added: $2.3] billion, of which approximately $1.3 billion remains to be invested.

The commercial space in the pipeline, which excludes [removed: Skymark – Reston Next Residential,] [added: the residential project,] was [removed: 53%] [added: 50%] pre-leased as of February [removed: 20, 2024.][added: 21, 2025.]

As we continue to focus on new investments to drive future growth, we regularly review our portfolio to identify properties as potential sales candidates that either no longer fit within our portfolio strategy or could attract premium pricing in the current [removed: market, as evidenced by the partial interest sale of 300 Binney Street during the fourth quarter of 2023 and anticipated partial interest sale of 290 Binney Street.][added: market.]

During the fourth quarter of [removed: 2023,] [added: 2024,] we executed approximately [removed: 153,000] [added: 682,000] square feet of leases and approximately [removed: 393,000] [added: 430,000] square feet of leases commenced [removed: revenue recognition] in the Boston region.

Approximately [removed: 159,000] [added: 56,000] square feet of [removed: the] leases that commenced [removed: revenue recognition] had been vacant for less than one year and represent an increase in net rental obligations of approximately [removed: 30.4%] [added: 13.2%] over the prior leases.

As of December 31, [removed: 2023,] [added: 2024,] our approximately [removed: 8.3] [added: 8.4] million square foot Boston CBD in-service portfolio was approximately [removed: 95.5%] [added: 95.6%] occupied and approximately [removed: 96.1%] [added: 97.5%] leased (including vacant space for which we have signed leases that have not yet commenced [removed: revenue recognition] in accordance with GAAP).

We believe our key competitive advantages are our commitment to the office asset class and to our clients as many competitors have divested in 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 one of the highest quality portfolios of

premier workplaces in the U.S. assembled over several decades of intentional development, acquisitions and dispositions.

Clients and their advisors are increasingly focused on these attributes for their building owners, which distinguishes BXP among its competitors.

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 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.

This interest has accelerated the flight to quality in the office industry.

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% 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, 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, these CBD assets are 90.9% occupied and 92.8% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with generally accepted accounting principles (“GAAP”)).

The important market forces impacting BXP continue to be corporate earnings growth, return-to-office behavior, limited new development starts and the outperformance of premier workplaces, all of which are currently serving as tailwinds to BXP’s performance.

Interest rates also remain a critical factor but are on a more uncertain trajectory.

Inflation rose in the last three months of 2024 to 2.9%, remaining above the Federal Reserve’s 2% target, and the December 2024 employment data indicated new job creation exceeded market expectations.

As a result, the Federal Reserve has become more cautious, lowering its forecast of Federal funds rate cuts in 2025.

In the fixed income markets, long-term interest rates have increased approximately 100 basis points since the Federal Reserve's first rate cut in September 2024.

Notwithstanding these uncertainties, we expect short-term interest rates to remain lower in 2025 compared to 2024, which would be a positive for both BXP and our clients' cost of capital.

Though we are in the early stages of the new presidential administration, we believe many of the initial articulated policies are generally business friendly, particularly lower taxes and less regulation, which could build the confidence of our clients and, as a result, potentially stimulate leasing activities.

An area of concern with the new presidential administration's policies is the potential impact to interest rates, given that new tariffs, if implemented, could be inflationary and tax cuts without corresponding spending cuts could lead to longer fiscal deficits and higher long-term treasury yields in the debt markets.

- private market debt financing, both for construction and existing assets, continues to be challenging to arrange despite broader market improvements as lenders remain focused on top-tier sponsorship and derisked financing opportunities; and

- continuing to enhance the overall quality of our portfolio and actively recycling capital by selling assets, subject to market conditions, that we believe no longer fit within our portfolio strategy or could attract premium pricing in the current market;

Overall, we believe that our operating environment is improving.

Although all the markets in which we operate still need consistent incremental absorption to constitute a macro recovery, we have started 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.

As clients choose premier workplaces in sound financial condition, with building owners that are committed for the long term to their properties operated by the best property management teams, we expect to continue to be successful in gaining market share.

This result represents BXP’s strongest leasing quarter since the second quarter of 2019, and the amount leased is approximately 130% of our historical 10-year average for the

fourth quarter.

For full year 2024, we executed 291 leases totaling approximately 5.6 million square feet with a weighted-average lease term of 9.8 years.

At December 31, 2024, BXP’s CBD portfolio was 90.9% occupied and 92.8% leased (including vacant space for which we have signed leases that have not yet commenced in accordance with GAAP).

Approximately 88% of our share of annualized rental obligations comes from assets located in our CBD portfolio, underscoring the strength of BXP’s strategy to invest in the highest quality buildings in dynamic urban gateway markets.

We remain in active pursuit of opportunities in our core markets and asset types with primarily two types of counterparties: lenders to highly leveraged assets that require recapitalization and institutional owners seeking to divest from the office asset class.

To date, there has been limited market transaction activity for higher-quality office assets, though owners are increasingly testing the market to understand pricing.

Consistent with this strategy, on December 27, 2024, we completed the acquisition of 725 12th Street, an approximately 300,000 square foot, 12-story property in Washington, DC, for a purchase price, excluding transaction costs, of $34.0 million.

We will be redeveloping the property into an approximately 320,000 square foot premier workplace.

In conjunction with the closing, we signed a lease agreement with global law firm, McDermott Will & Emery LLP, covering approximately 152,000 square feet in the top five floors of the “to-be-constructed” premier workplace.

We are currently negotiating with a client for the majority of the remaining space, although there is no guarantee we will lease such space on the terms contemplated or at all.

[T](#i3af583f5add64154a1f3eb3de641e4a1_25)[able of Contents](#i3af583f5add64154a1f3eb3de641e4a1_25)

ventures but excluding residential units, was approximately 7.8 years, and (2) for our 20 largest clients was approximately 10.7 years.

The U.S. economy continued to grow during the fourth quarter of 2023, with the Gross Domestic Product growing at a 3.3% annual rate in the fourth quarter.

While the year also ended with continued low unemployment and cooling inflation, the economic statistics may not accurately reflect the market sentiment and operating environment facing many of our clients, as well as BXP, as we look ahead to 2024 and beyond.

In 2023, the U.S. office markets experienced overall negative leasing absorption, including in all of our coastal markets, as well as the major Sunbelt and Midwest markets.

According to recent labor statistics, the U.S. added 333,000 jobs in December, however, only approximately 8% of those jobs were categorized as professional and business services, which are drivers of demand for premier workplace space.

Despite the slowed pace of job reductions from this time last year, we continue to see employee layoff announcements across a wide variety of industries, particularly technology.

As a result, although the U.S. economy may not enter a technical recession, we do not expect that a soft landing will stimulate an increase in office-using employment or in leasing absorption in 2024.

Remote work continues to be a factor restraining demand for office space, though we believe macroeconomic conditions are the primary driver of leasing activity and that our leasing, in particular, is driven by corporate earnings growth.

The S&P 500’s trailing 10-year average annual earnings growth rate from 2013-2022 was 8.4%, as compared to 2023 where, earnings growth is projected to be less than 1%.

S&P 500 companies are expected to increase earnings by over 9% in 2024.

As overall earnings growth for our clients and potential clients improves, it should lead to employment growth and demand for office space over time.

However, we are not counting on a near-term market recovery to maintain our occupancy.

Our leasing, construction and property management teams will lean on our operating prowess to gain new clients and market share as clients choose premier workplaces that are in sound financial condition for their office space.

- volatility in the capital markets has led companies to be more reticent in capital outlays, including capital required for leasing new space;

- our capital costs have increased due to higher interest rates and credit spreads, and private market debt financing, both for construction and existing assets, is significantly more challenging to arrange; and

Premier workplaces, the preferred choice for our current and prospective clients, are gaining market share compared to general office space and continue to demonstrate the highest occupancy, net absorption levels and rental rates in the central business districts (“CBDs”) in markets where we operate;

- continuing to raise the bar in the quality of our portfolio and actively recycling capital by selling assets, subject to market conditions, which have been, and may continue to be, negatively impacted by a slowdown in the capital markets and the limited availability of private market debt financing;

The macroeconomic environment has resulted in softening demand in all of our markets.

While property tours continue and lease negotiations move forward, there is less urgency from clients to make new commitments.

Potential clients touring space acknowledge that economic uncertainty is impacting space decisions.

This is the third consecutive quarter that leasing has increased, underscoring the demand for premier workplaces despite the challenging market.

Consistent with this strategy, we purchased our partners’ interests in three assets from two different joint venture partners, one of which closed in early January 2024.

The acquisition was completed for a gross purchase price of $38.0 million, and we acquired net working capital, including cash and cash equivalents of approximately $20 million, as well as the partner’s share of the outstanding $300.0 million mortgage debt.

Subsequent to closing, we extended an approximately 467,000 square foot lease with anchor client, Snap Inc. through 2036.

Approximately 70% of the square footage is subject to a ground lease having a remaining term of approximately 75 years, inclusive of renewal options

that are subject to certain conditions.

Under the ground lease, we have a purchase option at fair market value in 2028 (See Notes 3, 4, and 7 to the Consolidated Financial Statements).

- We completed the acquisition of one of our joint venture partner’s approximate 29% ownership interest in 360 Park Avenue South located in New York City, New York for a purchase price of $1.

We now own approximately 71% of the joint venture.

We also assumed the partner’s share of the joint venture’s cash and working capital aggregating approximately $25.4 million, as well as the partner’s share of the outstanding $220.0 million mortgage debt.

360 Park Avenue South is a 20-story, approximately 450,000 square foot premier workplace that is currently under redevelopment (See Note 6 to the Consolidated Financial Statements).

Also, we extended an approximately 200,000 square foot lease with anchor client, Finnegan Henderson Farabow Garrett & Dunner, L.L.P. through 2042.

901 New York Avenue is a premier workplace consisting of approximately 548,000 net rentable square feet.

These transactions were sparked, in part, by lease extensions at two of the properties and further motivated by our partners electing to reduce their exposure to and investment in the office sector.

We believe we purchased their interests on attractive terms.

Also in the fourth quarter of 2023, we entered into agreements to sell a 45% interest in each of 290 Binney Street and 300 Binney Street, two life sciences development projects located in Kendall Square in Cambridge, Massachusetts, to an institutional investor at a gross valuation of approximately $1.66 billion or $2,050 per square foot.

The properties total approximately 802,000 square feet and each is 100% pre-leased.

We completed the sale of a 45% interest in 300 Binney Street upon entry into the agreement in November 2023.

We will provide development, property management, and leasing services for the ventures.

Unless we have entered into interest rate swaps or other derivatives to fix the interest rate, increases in interest rates can result in increased interest expense under our [removed: Revolving] [added: 2021 Credit] Facility, [removed: 2023 Unsecured Term Loan,] [added: unsecured term loans, unsecured commercial paper,] certain mortgage loans and other debt that bears interest at variable rates.

As of December 31, [removed: 2023,] [added: 2024,] approximately [removed: $13.8] [added: $14.1] billion of our indebtedness bore interest at fixed rates and therefore the fair value of these instruments is not affected by changes in the market interest rates.

The remaining [added: approximately] $2.1 billion of outstanding indebtedness bore interest at variable rates, including [removed: $1.2 billion under the 2023 Unsecured Term Loan] [added: approximately $800.0 million of unsecured term loans, $500.0 million of unsecured commercial paper borrowings] and [removed: $900.0] [added: approximately $800.0] million of secured debt.

However, we entered into interest rate swaps with notional amounts aggregating [removed: $2.1 billion,] [added: $800.0 million for our secured debt and $100.0 million for BPLP’s 2024 Unsecured Term Loan,] thus fixing the interest rates for all, or a portion of the applicable debt term (See Note 8 to the Consolidated Financial Statements for information pertaining to interest rate [added: swap] contracts in place as of December 31, [removed: 2023] [added: 2024] and their respective fair values).

The following table presents our aggregate debt obligations carrying value, estimated fair value and where applicable, the corresponding weighted-average GAAP interest rates sorted by maturity date as of December 31, [removed: 2023.][added: 2024.]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | [removed: 2029+] [added: 2030+] | | | | | | Total | | | | | | Estimated Fair Value | | |

| GAAP Average Interest Rate | | | — | | % | | | | [removed: —] [added: 7.69] | | % | | | | [removed: —] [added: 3.65] | | % | | | | [removed: 3.64] [added: 7.69] | | % | | | | [removed: —] [added: 7.69] | | % | | | | 2.93 | | % | | | | [removed: 3.42] [added: 3.67] | | % | | | | | | |

| GAAP Average Interest Rate | | | [removed: 3.92] [added: 3.35] | | % | | | | [removed: 3.35] [added: 3.63] | | % | | | | [removed: 3.63] [added: 6.92] | | % | | | | [removed: 6.92] [added: 4.63] | | % | | | | [removed: 4.63] [added: 3.51] | | % | | | | [removed: 3.55] [added: 3.92] | | % | | | | [removed: 3.91] [added: 4.07] | | % | | | | | | |

At December 31, [removed: 2023,] [added: 2024,] the weighted-average stated interest rates on the fixed rate debt stated above was [removed: 3.69%] [added: 3.80%] per annum.

At December 31, [removed: 2023,] [added: 2024,] our outstanding variable rate debt totaled $2.1 billion, [removed: all] of which [added: $900.0 million] was subject to interest rate swaps.

At December 31, [removed: 2023,] [added: 2024,] the weighted-average stated interest rate on our variable rate debt, including the effect of the interest rate swaps, was [removed: 5.79%] [added: 4.15%] per annum.

If market interest rates on our variable rate debt had been 100 basis points greater, total interest expense would have increased approximately $21.0 million, on an annualized [removed: basis] [added: basis,] for the year ended December 31, [removed: 2023, respectively.][added: 2024.]

Therefore, as of December 31, 2024, we have $1.2 billion of variable rate debt outstanding.

| Fixed Rate | | | $ | (835) | | | | | $ | (611) | | | | | $ | 2,301,592 | | | | | $ | 3,341 | | | | | $ | 182,961 | | | | | $ | 997,271 | | | | | $ | 3,483,719 | | | | | $ | 3,014,797 | |

| Variable Rate | | | (2,625) | | | | | | (1,596) | | | | | | (1,596) | | | | | | 798,707 | | | | | | — | | | | | | — | | | | | | 792,890 | | | | | | 793,298 | | |

| Subtotal | | | $ | (3,460) | | | | | $ | (2,207) | | | | | $ | 2,299,996 | | | | | $ | 802,048 | | | | | $ | 182,961 | | | | | $ | 997,271 | | | | | $ | 4,276,609 | | | | | $ | 3,808,095 | |

| Fixed Rate | | | $ | 838,976 | | | | | $ | 1,990,365 | | | | | $ | 741,736 | | | | | $ | 992,956 | | | | | $ | 844,563 | | | | | $ | 5,236,481 | | | | | $ | 10,645,077 | | | | | $ | 10,005,606 | |

| Variable Rate | | | 1,298,813 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,298,813 | | | | | | 1,299,580 | | |

| Subtotal | | | $ | 2,137,789 | | | | | $ | 1,990,365 | | | | | $ | 741,736 | | | | | $ | 992,956 | | | | | $ | 844,563 | | | | | $ | 5,236,481 | | | | | $ | 11,943,890 | | | | | $ | 11,305,186 | |

| Total Debt | | | $ | 2,134,329 | | | | | $ | 1,988,158 | | | | | $ | 3,041,732 | | | | | $ | 1,795,004 | | | | | $ | 1,027,524 | | | | | $ | 6,233,752 | | | | | $ | 16,220,499 | | | | | $ | 15,113,281 | |

Therefore, as of December 31, 2023, we have no outstanding variable rate debt that has not been fixed through an interest rate swap.

| Fixed Rate | | | $ | (4,843) | | | | | $ | (4,843) | | | | | $ | (4,843) | | | | | $ | 2,297,138 | | | | | $ | (1,348) | | | | | $ | 995,924 | | | | | $ | 3,277,185 | | | | | $ | 2,810,134 | |

| Variable Rate | | | (4,163) | | | | | | 297,129 | | | | | | (1,341) | | | | | | (1,341) | | | | | | 598,910 | | | | | | — | | | | | | 889,194 | | | | | | 895,379 | | |

| Subtotal | | | $ | (9,006) | | | | | $ | 292,286 | | | | | $ | (6,184) | | | | | $ | 2,295,797 | | | | | $ | 597,562 | | | | | $ | 995,924 | | | | | $ | 4,166,379 | | | | | $ | 3,705,513 | |

| Fixed Rate | | | $ | 699,933 | | | | | $ | 848,726 | | | | | $ | 1,993,184 | | | | | $ | 744,879 | | | | | $ | 993,941 | | | | | $ | 5,210,954 | | | | | $ | 10,491,617 | | | | | $ | 9,697,393 | |

| Variable Rate | | | 1,198,301 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,198,301 | | | | | | 1,196,945 | | |

| Subtotal | | | $ | 1,898,234 | | | | | $ | 848,726 | | | | | $ | 1,993,184 | | | | | $ | 744,879 | | | | | $ | 993,941 | | | | | $ | 5,210,954 | | | | | $ | 11,689,918 | | | | | $ | 10,894,338 | |

| Total Debt | | | $ | 1,889,228 | | | | | $ | 1,141,012 | | | | | $ | 1,987,000 | | | | | $ | 3,040,676 | | | | | $ | 1,591,503 | | | | | $ | 6,206,878 | | | | | $ | 15,856,297 | | | | | $ | 14,599,851 | |

[T](#i3af583f5add64154a1f3eb3de641e4a1_25)[able of Contents](#i3af583f5add64154a1f3eb3de641e4a1_25)

BXP, a Delaware corporation, is a fully integrated, self-administered and self-managed REIT, and is one of the largest publicly-traded office REITs (based on total market capitalization as of December 31, [removed: 2023)] [added: 2024)] in the United States that develops, owns and manages primarily premier workplaces.

At December 31, [removed: 2023,] [added: 2024,] we owned or had joint venture interests in a portfolio of [removed: 188] [added: 185] commercial real estate properties, aggregating approximately 53.3 million net rentable square feet of primarily premier workplaces, including [removed: 10] [added: seven] properties under construction/redevelopment totaling approximately [removed: 2.7] [added: 2.3] million net rentable square feet.

As of December 31, [removed: 2023,] [added: 2024,] our properties consisted of:

- [removed: 167] [added: 163] office and life sciences properties (including [removed: seven] [added: five] properties under construction/redevelopment);

- 14 retail properties (including [removed: two properties] [added: one property] under [removed: construction/redevelopment);][added: construction);]

- [removed: six] [added: seven] residential properties (including one property under construction); and

We consider premier workplaces to be well-located buildings that are modern structures or have been modernized to compete with newer [removed: buildings and] [added: buildings,] are professionally managed and [removed: maintained.][added: 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 [removed: rates.][added: rates in their markets.]

[removed: Our] [added: We therefore caution investors that our use and] definition of [removed: premier workplaces] [added: “premier workplaces”] may be different than [removed: those] [added: the use and definition of similar expressions and traditional classifications that may be] used by other companies.

In addition, we have regional offices at 2800 28th Street, [removed: Suite 170,] Santa Monica, California 90405, 599 Lexington Avenue, New York, New York 10022, [removed: Four] [added: Two] Embarcadero Center, San Francisco, California 94111, 1001 Fourth Avenue, Seattle, Washington 98154 and 2200 Pennsylvania Avenue NW, Washington, DC 20037.

You may also obtain BXP’s and BPLP’s reports by accessing the EDGAR database at the SEC’s website at http://www.sec.gov, or we will furnish an electronic or paper copy of these reports free of charge upon written request to: Investor Relations, [removed: Boston Properties,] [added: BXP,] Inc., Prudential Center, 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199.

BXP is the sole general partner of BPLP and, as of February [removed: 20, 2024,] [added: 21, 2025,] the owner of approximately [removed: 89.1%] [added: 89.5%] of the economic interests in BPLP.

[removed: Economic interest was calculated as the number of common partnership units of BPLP] owned by BXP as a percentage of the sum of (1) the actual aggregate number of outstanding common partnership units of BPLP and (2) the number of common units issuable upon conversion of all outstanding long term incentive plan units of BPLP (“LTIP Units”), for which all performance conditions have been satisfied for such conversion.

We exclude from (1) and (2) above other LTIP Units issued in the form of Multi-Year Long-Term Incentive Plan Awards in [added: 2023 or later (“MYLTIP Awards”), which remain subject to performance conditions.]

Transactions During [removed: 2023][added: 2024]

Santa Monica Business Park is [removed: a 47-acre] [added: an] office park consisting of 21 buildings totaling approximately 1.2 million net rentable square feet.

Prior to the acquisition, we had a [removed: 55%] [added: 50% economic ownership] interest in the joint venture and accounted for it under the equity method of accounting.

The acquisition resulted in [removed: our] [added: us having] full ownership of the joint venture such that we now account for its assets, [removed: liabilities] [added: liabilities,] and operations on a consolidated basis in our financial statements [removed: (See Note 3 to] [added: instead of under] the [removed: Consolidated Financial Statements).][added: equity method of accounting.]

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: 10] [added: seven] properties under construction/redevelopment, which we expect will total approximately [removed: 2.7] [added: 2.3] million net rentable square feet when completed.

We estimate our share of the aggregate total investment to complete these projects is approximately [removed: $2.4] [added: $2.3] billion, of which approximately $1.3 billion remained to be invested as of December 31, [removed: 2023.][added: 2024.]

The total development pipeline, [removed: inclusive of] [added: including] office, laboratory/life sciences and retail developments, but excluding [removed: Skymark - Reston Next Residential,] [added: our residential development 121 Broadway Street in Cambridge, Massachusetts,] is [removed: 53%] [added: 50%] pre-leased as of February [removed: 20, 2024.][added: 21, 2025.]

[removed: On January 5, 2023, we commenced the development of] 290 Binney [removed: Street,] [added: Street is] an approximately [removed: 566,000] [added: 573,000] net rentable square foot laboratory/life sciences [added: development] project [added: located] in Cambridge, Massachusetts.

The project is [removed: 100%] [added: 47%] pre-leased [removed: to the Broad Institute.][added: as of February 21, 2025.]

[removed: interest in the joint venture and fund all remaining costs of the development] (See Note [removed: 10] [added: 15] to the Consolidated Financial Statements).

On [removed: July 20, 2023,] [added: October 31, 2024,] we completed and fully placed in-service [removed: 140 Kendrick Street - Building A,] [added: 300 Binney Street,] a [removed: premier workplace] [added: laboratory/life sciences] redevelopment project with approximately [removed: 104,000] [added: 240,000] net rentable square feet located in [removed: Needham,] [added: Cambridge,] Massachusetts.

On September 26, [removed: 2023,] [added: 2024,] we [removed: partially] [added: fully] placed in-service 180 CityPoint, an approximately 329,000 net rentable square [removed: feet] [added: foot] laboratory/life sciences project located in Waltham, Massachusetts.

On October 5, [removed: 2023,] [added: 2024,] we [removed: partially] [added: fully] placed in-service 103 CityPoint, an approximately 113,000 net rentable square [removed: feet] [added: foot] laboratory/life sciences project located in Waltham, Massachusetts.

There can be no assurance that [removed: Phase 1] [added: we] will [removed: be completed] [added: commence construction] on the [removed: terms currently contemplated or that Phase 2 of the development project will commence] [added: ground lease site] on the terms [added: and schedule] currently contemplated or at all.

Upon entry into the credit agreement, BPLP exercised its option to draw [removed: $1.2 billion] [added: $100.0 million] under the [removed: 2023 Unsecured Term Loan, a portion of which was used to repay in full the $730.0 million unsecured term loan drawn by BPLP in May 2022 (the “2022] [added: 2024] Unsecured Term [removed: Loan”), which was scheduled to mature on May 16, 2023.][added: Loan.]

The [removed: 2023] [added: 2024] Unsecured Term Loan matures on [removed: May 16, 2024,] [added: September 26, 2025] with [removed: one 12-month] [added: three, one-year] extension [removed: option,] [added: options,] subject to customary [removed: conditions.][added: conditions (See Note 7 to the Consolidated Financial Statements).]

On [removed: May 15, 2023,] [added: August 26, 2024,] BPLP completed a public offering of [removed: $750.0] [added: $850.0] million in aggregate principal amount of its [removed: 6.500%] [added: 5.750%] unsecured senior notes due [removed: 2034.][added: 2035.]

The notes were priced at [removed: 99.697%] [added: 99.961%] of the principal amount to yield an effective rate (including financing fees) of approximately [removed: 6.619%] [added: 5.842%] per annum to maturity.

The notes will mature on January 15, [removed: 2034,] [added: 2035,] unless earlier redeemed.

The aggregate net proceeds from the offering were approximately [removed: $741.3] [added: $841.9] million after deducting underwriting discounts and transaction expenses.

[removed: Each of the New Lenders entered into a lender agreement with] [added: On April 29, 2024,] BPLP [removed: to provide an aggregate of $315.0 million in additional revolving credit commitments, which] increased the maximum borrowing amount under the 2021 Credit Facility from [removed: $1.5] [added: $1.815] billion to [removed: $1.815] [added: $2.0] billion.

All other terms of the 2021 Credit [removed: Facility] [added: Facility, including its maturity date of June 15, 2026,] remain unchanged (See Note 7 to the Consolidated Financial Statements).

The repayment price was approximately [removed: $507.8] [added: $713.3] million, which was equal to the stated principal plus approximately [removed: $7.8] [added: $13.3] million of accrued and unpaid interest to, but not including, the repayment date.

During the year ended December 31, [removed: 2023,] [added: 2024,] BXP acquired an aggregate of [removed: 102,699] [added: 1,147,013] common units of limited partnership interest, including a total of [removed: 94,863] [added: 122,241] common units issued upon the conversion of LTIP Units, 2012 outperformance plan awards (“2012 OPP Units”) and 2013 - [removed: 2017] [added: 2019] multi-year, long-term incentive program awards, presented by the holders for redemption, in exchange for an equal number of shares of BXP common stock.

[removed: There] [added: The joint venture is negotiating a new third-party loan, however, there] can be no assurance that the joint venture will [removed: commence] [added: enter into a new third-party loan on] the [removed: development as] [added: terms and schedule] currently contemplated or at all.

On [removed: April 21, 2023,] [added: February 9, 2024,] a joint venture in which we [removed: own] [added: have] a 50% [added: ownership] interest exercised an option to extend the maturity date of the construction loan collateralized by its 7750 Wisconsin Avenue property.

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.

Economic interest was calculated as the number of common partnership units of BPLP

*Acquisitions*

On January 8, 2024, we completed the acquisition of our joint venture partner’s 50% economic ownership interest in the joint venture that owns 901 New York Avenue, located in Washington, DC.

At acquisition, the total net equity acquired was $20.0 million, which includes $10.0 million in cash that we paid for the joint venture partner's 50% economic ownership interest in the joint venture.

The property is subject to existing mortgage indebtedness of approximately $207.1 million (see “*Secured Debt*” below).

The acquisition resulted in us recording a gain upon consolidation of approximately $21.8 million, which is the difference between the fair value of the previously held equity method investment immediately prior to the consolidation of $10.0 million, less our costs basis of approximately $(11.8) million.

The gain on consolidation is included within loss from unconsolidated joint ventures in the Consolidated Statement of Operations (See Notes 3, 6 and 7 to the Consolidated Financial Statements).

901 New York Avenue is a premier workplace consisting of approximately 508,000 net rentable square feet.

On December 27, 2024, we completed the acquisition of 725 12th Street, an approximately 300,000 net rentable square foot, 12-story premier workplace located in Washington, DC, for a purchase price, excluding transaction costs, of $34.0 million.

Following the acquisition, we commenced redevelopment of the property.

When completed, 725 12th Street is expected to total approximately 320,000 net rentable square feet of office and retail space.

*Pending* *Disposition and Impairment*

At March 31, 2024, we evaluated the expected hold period for a portion of our Shady Grove property, consisting of 2 Choke Cherry Road, 2094 Gaither Road and a land parcel, located in Rockville, Maryland.

Based on a shorter-than-expected hold period, we reduced the carrying value of a portion of the property that we anticipate selling to a third-party developer to its estimated fair value at March 31, 2024.

As a result, each of BXP and BPLP recognized an impairment loss of approximately $13.6 million during the year ended December 31, 2024.

Our estimated fair value was based on Level 3 inputs as defined in Accounting Standards Codification (“ASC”) 820 and the terms of a pending offer from a third-party.

On May 7, 2024, we entered into an agreement with the third-party developer for the sale of 2 Choke Cherry Road, 2094 Gaither Road and the land parcel, located in Rockville, Maryland, for an aggregate gross sale price of approximately $24.8 million.

On July 22, 2024, we executed an amendment to the agreement for an aggregate gross sale price of approximately $24.7 million.

2 Choke Cherry Road and 2094 Gaither Road are two vacant office properties aggregating approximately 143,000 net rentable square feet that were taken out of service and held for redevelopment.

The disposition is subject to satisfaction of certain closing conditions and there can be no assurance that this transaction will be consummated on the terms currently contemplated or at all.

On February 12, 2024, we commenced the development of a residential project at 121 Broadway Street in Cambridge, Massachusetts that is adjacent to our development projects at 290 Binney Street and 300 Binney Street.

121 Broadway will consist of 439 residential units aggregating approximately 492,000 net rentable square feet.

On April 5, 2024, we completed and fully placed in-service 760 Boylston Street, an approximately 118,000 net rentable square foot retail redevelopment located in Boston, Massachusetts.

On July 17, 2024, we partially placed in-service Reston Next Office Phase II, an approximately 90,000 net rentable square foot development project comprised of office and retail space located in Reston, Virginia.

On March 28, 2024, we entered into a 90-year air rights lease with the Massachusetts Department of Transportation for an approximately 61,000 square foot site at the parking garage located at 100 Clarendon Street and the concourse level of the Massachusetts Bay Transportation Authority’s Back Bay Station (the “Station”).

The lease requires annual base rental payments of $250,000 until the commencement of construction, as defined in the lease.

If we commence construction of a project on the site on or before August 1, 2028 then a final fixed rental payment is due in accordance with the lease at that time.

After August 1, 2028, if we commence construction of a project on the site, then a final rental payment based on the then current fair market value will be due at that time.

In addition, the lease requires annual payments of $500,000 through 2033 to fund maintenance and improvements to the Station.

We have assumed that we will begin construction on the site on or before August 1, 2028.

The incremental borrowing rate for this lease is 6.57% per annum.

The net present value of the ground lease payments is approximately $23.2 million.

We classify this lease as an operating lease.

As a result, we recorded a Right of Use Assets – Operating Leases and Lease Liabilities – Operating Leases of approximately $23.9 million and $23.2 million, respectively, on our Consolidated Balance Sheets at March 31, 2024.

The ground lease had operating lease costs of approximately $0.3 million for the period from March 28, 2024 through December 31, 2024.

We have a ground lease for the land underlying our residential property, The Skylyne, in Oakland, California.

The Skylyne is a residential property consisting of 402 residential units and supporting retail space totaling approximately 331,000 net rentable square feet.

The ground lease has approximately 92 years remaining (including extension options) and provides us with the right to purchase the land subject to certain conditions.

When the lease was executed in 2017, the purchase option was considered a bargain purchase option and, as a result, we classified it as a finance lease and we assumed the lessor would exercise its right to require us to purchase the land in May 2024 for approximately $38.7 million.

[T](#i3af583f5add64154a1f3eb3de641e4a1_25)[able of Contents](#i3af583f5add64154a1f3eb3de641e4a1_25)

2022 or later (“MYLTIP Awards”), which remain subject to performance conditions.

*Acquisition*

On December 14, 2023, we acquired our joint venture partner’s 45% interest in the joint venture entity that owns Santa Monica Business Park located in Santa Monica, California.

Approximately 70% of the rentable square footage is subject to a ground lease with 75 years remaining, including renewal periods.

The ground lease provides the right to purchase the land underlying the properties in 2028 with subsequent purchase rights every 15 years (See Note 4 to the Consolidated Financial Statements).

The property is subject to existing mortgage indebtedness of $300.0 million that bears interest at a variable rate equal to the Secured Overnight Financing Rate (“SOFR”) plus 1.38% per annum and matures on July 19, 2025.

Upon acquisition, BPLP assumed interest rate swap contracts with notional amounts aggregating $300.0 million to fix SOFR, the reference rate for the mortgage loan, at a weighted-average fixed interest rate of approximately 2.679% per annum for a period that ends on April 1, 2025.

These interest rate swap contracts were entered into to reduce the exposure to the variability in future cash flows attributable to changes in the interest rate associated with the mortgage loan (See Notes 7 and 8 to the Consolidated Financial Statements).

The acquisition was completed for a gross purchase price of $38.0 million, and we acquired net working capital, including cash and cash equivalents of approximately $20 million.

Concurrently with the commencement of this project, the Kendall Center Blue Parking Garage was taken out of service and demolished to support the development of this project.

290 Binney Street is 100% pre-leased to AstraZeneca.

On November 13, 2023, we entered into agreements to sell a 45% interest in each of 290 Binney Street and 300 Binney Street to an institutional investor (see below transaction for disclosures concerning 300 Binney Street).

This interest sale of 290 Binney Street is expected to close in 2024.

There can be no assurance that we will complete the interest sale of 290 Binney Street on the terms currently contemplate or at all.

On January 30, 2023, we commenced the redevelopment of 300 Binney Street at Kendall Center in Cambridge, Massachusetts.

300 Binney Street consisted of an approximately 195,000 net rentable square foot premier workplace that is being redeveloped into approximately 236,000 net rentable square feet of laboratory/life sciences space.

BXP and BPLP recognized approximately $11.0 million of depreciation expense during the year ended December 31, 2023 associated with the acceleration of depreciation on the assets being removed from service and demolished as part of the redevelopment of the property.

On November 13, 2023, we entered into agreements to sell a 45% interest in each of 290 Binney Street and 300 Binney Street to an institutional investor (see above transaction for disclosures concerning 290 Binney Street).

Upon entry into each of the agreements, we completed the sale of a 45% interest in 300 Binney Street.

The institutional investor funded approximately $212.9 million in cash at closing for its investment in 300 Binney Street, including future costs to fund completion of the development project.

We will retain a 55% ownership

On April 29, 2023, we completed and fully placed in-service 2100 Pennsylvania Avenue, a premier workplace project with approximately 476,000 net rentable square feet located in Washington, DC.

On June 1, 2023, we completed and fully placed in-service View Boston observatory at The Prudential Center, a redevelopment of the top three floors of 800 Boylston Street - The Prudential Center, located in Boston, Massachusetts.

View Boston observatory at The Prudential Center consists of approximately 63,000 net rentable square feet of retail, including food and beverage, and observation space.

The property is the first net-zero, carbon-neutral office repositioning of its scale in Massachusetts.

On November 30, 2023, we elected to suspend redevelopment on 105 Carnegie Center located in Princeton, New Jersey and as a result ceased capitalization on the project.

105 Carnegie Center was a premier workplace that consisted of approximately 70,000 net rentable square feet that was being redeveloped into approximately 73,000 net rentable square feet of laboratory/life sciences space.

On August 1, 2023, a consolidated joint venture in which we have a 55% interest executed an up to 99-year ground lease with the Metropolitan Transportation Authority for an approximately 25,000 square foot site, the 343 Madison Avenue project in New York City.

The 343 Madison Avenue project contemplates the construction of (1) a direct entrance to the Long Island Railroad’s new east side access project (Grand Central Madison) (“Phase 1”) and (2) an approximately 900,000 square foot premier workplace building with ground floor retail (“Phase 2”).

The joint venture has the option until July 31, 2025 to terminate the ground lease prior to construction of the new building and receive reimbursement of up to $117.0 million for the cost of the construction of Phase 1 (See Notes 4 and 10 to the Consolidated Financial Statements).

On October 26, 2023, we closed on a mortgage loan collateralized by our 325 Main Street, 355 Main Street, 90 Broadway and Cambridge East Garage (also known as Kendall Center Green Garage) properties located in Cambridge, Massachusetts.

The mortgage loan has a principal amount of $600.0 million, bears interest at a variable rate of Daily Compounded SOFR plus 2.25% per annum and matures on October 26, 2028.

On December 7, 2023, BPLP entered into interest rate swap contracts with notional amounts aggregating $600.0 million to fix Daily Compounded SOFR, the reference rate for the mortgage, at a weighted-average fixed interest rate of 3.7925% for the period commencing on December 15, 2023 and ending on October 26, 2028, for an all-in rate of 6.04% per annum (See Notes 7 and 8 to the Consolidated Financial Statements*)*.

BPLP entered into these interest rate swap contracts to reduce its exposure to the variability in future cash flows attributable to changes in the interest rate associated with this mortgage loan.

325 Main Street, 355 Main Street and 90 Broadway are three premier workplaces that aggregate approximately 898,000 net rentable square feet.

On January 4, 2023, BPLP entered into an unsecured credit agreement which provided for a single borrowing of up to $1.2 billion (the “2023 Unsecured Term Loan”).

There was no prepayment penalty associated with the repayment of the 2022 Unsecured Term Loan.

Under the credit agreement, BPLP may, at any time prior to the maturity date,

increase total commitments by up to an additional $300.0 million in aggregate principal amount by increasing the existing 2023 Unsecured Term Loan or incurring one or more additional term loans, in each case, subject to syndication of the increase and other conditions.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

Commission File Number: 1-13087 [removed: (Boston Properties,] [added: (BXP,] Inc.)

[removed: BOSTON PROPERTIES, INC.][added: BXP, Inc. ☐ Boston Properties Limited Partnership ☐]

| [removed: Boston Properties,] [added: BXP,] Inc. | | | Delaware | | | 04-2473675 | | |

| [removed: Boston Properties,] [added: BXP,] Inc. | | | | | | Common Stock, par value $.01 per share | | | | | | BXP | | | | | | New York Stock Exchange | | |

[removed: Boston Properties,] [added: BXP,] Inc.: Yes ☒ No ☐ Boston Properties Limited Partnership: Yes ☒ No ☐

[removed: Boston Properties,] [added: BXP,] Inc.: Yes ☐ No ☒ Boston Properties Limited Partnership: Yes ☐ No ☒

[added: BXP, Inc. ☒] Boston [removed: Properties, Inc.:][added: Properties Limited Partnership ☒]

[removed: Boston Properties,] [added: BXP,] Inc. ☐ Boston Properties Limited Partnership ☐

[removed: Boston Properties,] [added: BXP,] Inc. [removed: ☒] [added: ☐] Boston Properties Limited Partnership [removed: ☒][added: ☐]

As of June 30, [removed: 2023,] [added: 2024,] the aggregate market value of the [removed: 156,498,046] [added: 156,749,318] shares of Common Stock held by non-affiliates of [removed: Boston Properties,] [added: BXP,] Inc. was [removed: $9,012,722,469] [added: $9,649,488,016] based upon the last reported sale price of [removed: $57.59] [added: $61.56] per share on the New York Stock Exchange on June [removed: 30, 2023.][added: 28, 2024.]

(For this computation, [removed: Boston Properties,] [added: BXP,] Inc. has excluded the market value of all shares of Common Stock reported as beneficially owned by executive officers and directors of [removed: Boston Properties,] [added: BXP,] Inc.; such exclusion shall not be deemed to constitute an admission that any such person is an affiliate of [removed: Boston Properties,] [added: BXP,] Inc.).

As of February [removed: 20, 2024,] [added: 21, 2025,] there were [removed: 157,010,980] [added: 158,209,602] shares of Common Stock of [removed: Boston Properties,] [added: BXP,] Inc. outstanding.

Certain information contained in [removed: Boston Properties] [added: BXP,] Inc.’s Proxy Statement relating to its Annual Meeting of Stockholders to be held May [removed: 22, 2024] [added: 20, 2025] is incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III.

[removed: Boston Properties,] [added: BXP,] Inc. intends to file such Proxy Statement with the Securities and Exchange Commission not later than 120 days after the end of its fiscal year ended December 31, [removed: 2023.][added: 2024.]

This report combines the Annual Reports on Form 10-K for the fiscal year ended December 31, [removed: 2023] [added: 2024] of [removed: Boston Properties,] [added: BXP,] Inc. and Boston Properties Limited Partnership.

Unless stated otherwise or the context otherwise requires, references to “BXP” mean [added: BXP, Inc. (formerly known as] Boston Properties, [removed: Inc.,] [added: Inc.),] a Delaware corporation and real estate investment trust (“REIT”), and references to “BPLP” and the “Operating Partnership” mean Boston Properties Limited Partnership, a Delaware limited partnership.

[added: Effective July 1, 2024, BXP amended its certificate of incorporation to change its name from Boston Properties, Inc. to BXP, Inc.] BPLP is the entity through which BXP conducts substantially all of its business and owns, either directly or through subsidiaries, substantially all of its assets.

Therefore, unless stated otherwise or the context requires, references to the “Company,” “we,” “us” and “our” [removed: mean] [added: refer] collectively [added: to] BXP, BPLP and those [removed: entities/subsidiaries] [added: subsidiaries] consolidated by BXP.

As of December 31, [removed: 2023,] [added: 2024,] BXP owned an approximate [removed: 89.4%] [added: 89.7%] ownership interest in BPLP.

The remaining approximate [removed: 10.6%] [added: 10.3%] interest was owned by limited partners.

The other limited partners of BPLP (1) contributed their direct or indirect interests in properties to BPLP in exchange for common units of limited partnership interest in BPLP or (2) received long-term incentive plan units of BPLP pursuant to BXP’s [removed: Stock Option] [added: stock option] and [removed: Incentive Plans,] [added: incentive plan,] or both.

In addition, whenever BXP issues shares of its common stock other than to acquire common units of BPLP, BXP must contribute any net proceeds it receives to BPLP and BPLP must issue to BXP [removed: an equivalent] [added: a] number of common units of [removed: BPLP.][added: BPLP that equals the number of shares of BXP common stock so issued.]

The noncontrolling interests in BPLP’s financial statements include the interests of unaffiliated partners in various [removed: consolidated partnerships.]

The noncontrolling interests in BXP’s financial statements include the same [added: noncontrolling interests in BPLP and limited partners of BPLP.]

This accounting resulted in a step-up of the real estate assets of BXP at the time of such redemptions, resulting in a difference between the net real estate of BXP as compared to BPLP of approximately [removed: $242.9] [added: $236.1] million, or [removed: 1.2%] [added: 1.1%] at December 31, [removed: 2023,] [added: 2024,] and a corresponding difference in depreciation expense, impairment losses and gains on sales of real estate upon the sale of these properties having an allocation of the real estate step-up.

Earnings Per Share / Common Unit; [added: and]

[removed: | [PART I](#i3af583f5add64154a1f3eb3de641e4a1_13) | | | | | | [3](#i3af583f5add64154a1f3eb3de641e4a1_13) | | |][added: PART I.]

| 1A. | | | [RISK [removed: FACTORS](#i3af583f5add64154a1f3eb3de641e4a1_58)] [added: FACTORS](#i9b9fea52982644caa504455128ddd0ce_43)] | | | [removed: [26](#i3af583f5add64154a1f3eb3de641e4a1_58)] [added: [20](#i9b9fea52982644caa504455128ddd0ce_43)] | | |

| 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i3af583f5add64154a1f3eb3de641e4a1_61)] [added: COMMENTS](#i9b9fea52982644caa504455128ddd0ce_46)] | | | [removed: [46](#i3af583f5add64154a1f3eb3de641e4a1_61)] [added: [40](#i9b9fea52982644caa504455128ddd0ce_46)] | | |

| 1C. | | | [removed: [CYBERSECURITY](#i3af583f5add64154a1f3eb3de641e4a1_3654)] [added: [CYBERSECURITY](#i9b9fea52982644caa504455128ddd0ce_49)] | | | [removed: [46](#i3af583f5add64154a1f3eb3de641e4a1_3654)] [added: [40](#i9b9fea52982644caa504455128ddd0ce_49)] | | |

| 3. | | | [LEGAL [removed: PROCEEDINGS](#i3af583f5add64154a1f3eb3de641e4a1_70)] [added: PROCEEDINGS](#i9b9fea52982644caa504455128ddd0ce_58)] | | | [removed: [54](#i3af583f5add64154a1f3eb3de641e4a1_70)] [added: [48](#i9b9fea52982644caa504455128ddd0ce_58)] | | |

| 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i3af583f5add64154a1f3eb3de641e4a1_73)] [added: DISCLOSURES](#i9b9fea52982644caa504455128ddd0ce_61)] | | | [removed: [54](#i3af583f5add64154a1f3eb3de641e4a1_73)] [added: [48](#i9b9fea52982644caa504455128ddd0ce_61)] | | |

| 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i3af583f5add64154a1f3eb3de641e4a1_79)] [added: SECURITIES](#i9b9fea52982644caa504455128ddd0ce_64)] | | | [removed: [55](#i3af583f5add64154a1f3eb3de641e4a1_79)] [added: [49](#i9b9fea52982644caa504455128ddd0ce_64)] | | |

| 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i3af583f5add64154a1f3eb3de641e4a1_289)] [added: OPERATIONS](#i9b9fea52982644caa504455128ddd0ce_328)] | | | [removed: [58](#i3af583f5add64154a1f3eb3de641e4a1_289)] [added: [52](#i9b9fea52982644caa504455128ddd0ce_328)] | | |

| 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i3af583f5add64154a1f3eb3de641e4a1_358)] [added: RISK](#i9b9fea52982644caa504455128ddd0ce_400)] | | | [removed: [110](#i3af583f5add64154a1f3eb3de641e4a1_358)] [added: [99](#i9b9fea52982644caa504455128ddd0ce_400)] | | |

| 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i3af583f5add64154a1f3eb3de641e4a1_88)] [added: DATA](#i9b9fea52982644caa504455128ddd0ce_73)] | | | [removed: [112](#i3af583f5add64154a1f3eb3de641e4a1_88)] [added: [101](#i9b9fea52982644caa504455128ddd0ce_73)] | | |

| 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i3af583f5add64154a1f3eb3de641e4a1_364)] [added: DISCLOSURE](#i9b9fea52982644caa504455128ddd0ce_406)] | | | [removed: [190](#i3af583f5add64154a1f3eb3de641e4a1_364)] [added: [177](#i9b9fea52982644caa504455128ddd0ce_406)] | | |

| 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i3af583f5add64154a1f3eb3de641e4a1_367)] [added: PROCEDURES](#i9b9fea52982644caa504455128ddd0ce_409)] | | | [removed: [190](#i3af583f5add64154a1f3eb3de641e4a1_367)] [added: [178](#i9b9fea52982644caa504455128ddd0ce_409)] | | |

| 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i3af583f5add64154a1f3eb3de641e4a1_373)] [added: INSPECTIONS](#i9b9fea52982644caa504455128ddd0ce_415)] | | | [removed: [191](#i3af583f5add64154a1f3eb3de641e4a1_373)] [added: [178](#i9b9fea52982644caa504455128ddd0ce_415)] | | |

BXP, INC.

BXP, Inc.: Yes ☒ No ☐ Boston Properties Limited Partnership: Yes ☒ No ☐

BXP, Inc.: Yes ☒ No ☐ Boston Properties Limited Partnership: Yes ☒ No ☐

BXP, Inc.:

BXP, Inc.: Yes ☐ No ☒ Boston Properties Limited Partnership: Yes ☐ No ☒

consolidated partnerships.

| [PART I](#i9b9fea52982644caa504455128ddd0ce_145) | | | | | | [3](#i9b9fea52982644caa504455128ddd0ce_145) | | |

| 1. | | | [BUSINESS](#i9b9fea52982644caa504455128ddd0ce_16) | | | [3](#i9b9fea52982644caa504455128ddd0ce_16) | | |

| 2. | | | [PROPERTIES](#i9b9fea52982644caa504455128ddd0ce_52) | | | [42](#i9b9fea52982644caa504455128ddd0ce_52) | | |

| 6. | | | [RESERVED](#i9b9fea52982644caa504455128ddd0ce_67) | | | [51](#i9b9fea52982644caa504455128ddd0ce_67) | | |

| 9B. | | | [OTHER INFORMATION](#i9b9fea52982644caa504455128ddd0ce_412) | | | [178](#i9b9fea52982644caa504455128ddd0ce_412) | | |

| [PART III](#i9b9fea52982644caa504455128ddd0ce_91) | | | | | | [179](#i9b9fea52982644caa504455128ddd0ce_91) | | |

| 11. | | | [EXECUTIVE COMPENSATION](#i9b9fea52982644caa504455128ddd0ce_97) | | | [179](#i9b9fea52982644caa504455128ddd0ce_97) | | |

| [PART IV](#i9b9fea52982644caa504455128ddd0ce_109) | | | | | | [181](#i9b9fea52982644caa504455128ddd0ce_109) | | |

| 16. | | | [FORM 10-K SUMMARY](#i9b9fea52982644caa504455128ddd0ce_130) | | | [195](#i9b9fea52982644caa504455128ddd0ce_130) | | |

[T](#i3af583f5add64154a1f3eb3de641e4a1_25)[able of Contents](#i3af583f5add64154a1f3eb3de641e4a1_25)

noncontrolling interests in BPLP and limited partners of BPLP.

| 1. | | | [BUSINESS](#i3af583f5add64154a1f3eb3de641e4a1_31) | | | [3](#i3af583f5add64154a1f3eb3de641e4a1_31) | | |

| 2. | | | [PROPERTIES](#i3af583f5add64154a1f3eb3de641e4a1_64) | | | [48](#i3af583f5add64154a1f3eb3de641e4a1_64) | | |

| [PART II](#i3af583f5add64154a1f3eb3de641e4a1_76) | | | | | | [55](#i3af583f5add64154a1f3eb3de641e4a1_76) | | |

| 6. | | | [RESERVED](#i3af583f5add64154a1f3eb3de641e4a1_82) | | | [57](#i3af583f5add64154a1f3eb3de641e4a1_82) | | |

| 9B. | | | [OTHER INFORMATION](#i3af583f5add64154a1f3eb3de641e4a1_370) | | | [191](#i3af583f5add64154a1f3eb3de641e4a1_370) | | |

| [PART III](#i3af583f5add64154a1f3eb3de641e4a1_406) | | | | | | [192](#i3af583f5add64154a1f3eb3de641e4a1_406) | | |

| 11. | | | [EXECUTIVE COMPENSATION](#i3af583f5add64154a1f3eb3de641e4a1_412) | | | [192](#i3af583f5add64154a1f3eb3de641e4a1_412) | | |

| [PART IV](#i3af583f5add64154a1f3eb3de641e4a1_424) | | | | | | [194](#i3af583f5add64154a1f3eb3de641e4a1_424) | | |

| 16. | | | [FORM 10-K SUMMARY](#i3af583f5add64154a1f3eb3de641e4a1_445) | | | [208](#i3af583f5add64154a1f3eb3de641e4a1_445) | | |

◦potential adverse effects from major clients’ bankruptcies or insolvencies;

The risk of a security breach, incident, compromise or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and [removed: sophistication of attempted attacks and intrusions from around the world have increased.]

[removed: We have a data security committee,] consisting of members from various BXP departments, including IS, legal and risk management, that meets periodically to assess, identify and manage cybersecurity risks related to certain third-party service providers and to protect our critical financial and sensitive business information, as well as personally identifiable information (collectively, “Sensitive Information”).

sophistication of attempted attacks and intrusions from around the world have increased.

We have a data security committee,

[T](#i3af583f5add64154a1f3eb3de641e4a1_25)[able of Contents](#i3af583f5add64154a1f3eb3de641e4a1_25)

At December 31, [removed: 2023,] [added: 2024,] we owned or had joint venture interests in [removed: 188] [added: 185] commercial real estate properties, aggregating approximately 53.3 million net rentable square feet of primarily premier workplaces, including [removed: 10] [added: seven] properties under construction/redevelopment totaling approximately [removed: 2.7] [added: 2.3] million net rentable square feet.

Our properties consisted of (1) [removed: 167] [added: 163] office and life sciences properties (including [removed: seven] [added: five] properties under construction/redevelopment), (2) 14 retail properties (including [removed: two properties] [added: one property] under [removed: construction/redevelopment),] [added: construction),] (3) [removed: six] [added: seven] residential properties (including one property under construction) and (4) one hotel.

The table set forth below shows information relating to the properties we owned, or in which we had an ownership interest, at December 31, [removed: 2023,] [added: 2024,] and it includes properties held by both consolidated and unconsolidated joint ventures.

| Properties | | | | | | Location | | | | | | % Occupied as of December 31, [removed: 2023] [added: 2024] (1) | | | | | | | | | | | | Number of Buildings | | | | | | Net Rentable Square Feet | | | | | | | | |

| [removed: Office and] Life Sciences | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 767 Fifth Avenue (The GM Building) (60% ownership) | | | | | | New York, NY | | | | | | [removed: 91.6] [added: 92.1] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,966,490] [added: 1,970,335] | | | | | | | | |

| 200 Clarendon Street | | | | | | Boston, MA | | | | | | [removed: 96.8] [added: 97.8] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,734,949] [added: 1,728,956] | | | | | | | | |

| 601 Lexington Avenue (55% ownership) | | | | | | New York, NY | | | | | | [removed: 95.9] [added: 95.7] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,670,790] [added: 1,670,502] | | | | | | | | |

| 399 Park Avenue | | | | | | New York, NY | | | | | | [removed: 98.4] [added: 99.9] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,577,544] [added: 1,567,470] | | | | | | | | |

| Salesforce Tower | | | | | | San Francisco, CA | | | | | | [removed: 99.0] [added: 98.0] | | % | | | | | | | | | | 1 | | | | | | 1,420,682 | | | | | | | | |

| 800 Boylston Street - The Prudential Center | | | | | | Boston, MA | | | | | | [removed: 91.2] [added: 96.4] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,275,253] [added: 1,274,927] | | | | | | | | |

| [added: 7] Times Square [removed: Tower] [added: (formerly Times Square Tower)] (55% ownership) | | | | | | New York, NY | | | | | | [removed: 95.6] [added: 80.7] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,238,461] [added: 1,238,599] | | | | | | | | |

| 100 Federal Street (55% ownership) | | | | | | Boston, MA | | | | | | [removed: 90.6] [added: 89.0] | | % | | | | | | | | | | 1 | | | | | | 1,233,537 | | | | | | | | |

| Colorado Center (50% ownership) (2) | | | | | | Santa Monica, CA | | | | | | [removed: 87.8] [added: 89.6] | | % | | | | | | | | | | 6 | | | | | | [removed: 1,131,511] [added: 1,130,066] | | | | | | | | |

| Santa Monica Business Park | | | | | | Santa Monica, CA | | | | | | [removed: 83.8] [added: 80.6] | | % | | | | | | | | | | 14 | | | | | | [removed: 1,108,201] [added: 1,104,967] | | | | | | | | |

| 599 Lexington Avenue | | | | | | New York, NY | | | | | | [removed: 92.4] [added: 95.8] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,106,313] [added: 1,106,335] | | | | | | | | |

| Reston Next | | | | | | Reston, VA | | | | | | [removed: 88.4] [added: 92.1] | | % | | | | | | | | | | 2 | | | | | | [removed: 1,063,296] [added: 1,063,284] | | | | | | | | |

| Bay Colony Corporate Center | | | | | | Waltham, MA | | | | | | [removed: 53.6] [added: 77.8] | | % | | | | | | | | | | [removed: 4] [added: 2] | | | | | | [removed: 1,001,068] [added: 546,248] | | | | | | | | |

| 250 West 55th Street | | | | | | New York, NY | | | | | | [removed: 100.0] [added: 97.4] | | % | | | | | | | | | | 1 | | | | | | 966,976 | | | | | | | | |

| Embarcadero Center Four | | | | | | San Francisco, CA | | | | | | [removed: 93.9] [added: 93.4] | | % | | | | | | | | | | 1 | | | | | | [removed: 942,084] [added: 942,640] | | | | | | | | |

| 200 Fifth Avenue (26.69% ownership) (2) | | | | | | New York, NY | | | | | | [removed: 92.5] [added: 100.0] | | % | | | | | | | | | | 1 | | | | | | 855,059 | | | | | | | | |

| Embarcadero Center One | | | | | | San Francisco, CA | | | | | | [removed: 72.8] [added: 69.6] | | % | | | | | | | | | | 1 | | | | | | [removed: 837,386] [added: 837,522] | | | | | | | | |

| Embarcadero Center Two | | | | | | San Francisco, CA | | | | | | [removed: 84.5] [added: 88.3] | | % | | | | | | | | | | 1 | | | | | | [removed: 801,840] [added: 801,498] | | | | | | | | |

| Atlantic Wharf Office (55% ownership) | | | | | | Boston, MA | | | | | | [removed: 99.8] [added: 95.4] | | % | | | | | | | | | | 1 | | | | | | [removed: 790,165] [added: 793,024] | | | | | | | | |

| Gateway Commons (50% Ownership) (2) [added: (3)] | | | | | | South San Francisco, CA | | | | | | [removed: 79.7] [added: 70.5] | | % | | | | | | | | | | 5 | | | | | | [removed: 788,148] [added: 785,457] | | | | | | | | |

| Embarcadero Center Three | | | | | | San Francisco, CA | | | | | | [removed: 77.1] [added: 83.1] | | % | | | | | | | | | | 1 | | | | | | [removed: 787,642] [added: 785,911] | | | | | | | | |

| Safeco Plaza (33.67% ownership) (2) | | | | | | Seattle, WA | | | | | | [removed: 85.3] [added: 83.8] | | % | | | | | | | | | | 1 | | | | | | [removed: 779,776] [added: 762,631] | | | | | | | | |

| Dock 72 (50% ownership) (2) | | | | | | Brooklyn, NY | | | | | | [removed: 42.4] [added: 42.7] | | % | | | | | | | | | | 1 | | | | | | 668,521 | | | | | | | | |

| 100 Causeway Street (50% ownership) (2) | | | | | | Boston, MA | | | | | | [removed: 94.5] [added: 96.4] | | % | | | | | | | | | | 1 | | | | | | [removed: 634,535] [added: 633,818] | | | | | | | | |

| 680 Folsom Street | | | | | | San Francisco, CA | | | | | | [removed: 98.7] [added: 59.2] | | % | | | | | | | | | | 2 | | | | | | [removed: 524,793] [added: 522,406] | | | | | | | | |

| Fountain Square | | | | | | Reston, VA | | | | | | [removed: 87.0] [added: 95.1] | | % | | | | | | | | | | 2 | | | | | | [removed: 524,638] [added: 524,585] | | | | | | | | |

| 101 Huntington Avenue - The Prudential Center | | | | | | Boston, MA | | | | | | [removed: 98.7] [added: 99.0] | | % | | | | | | | | | | 1 | | | | | | 506,476 | | | | | | | | |

| 2100 Pennsylvania Avenue | | | | | | Washington, DC | | | | | | [removed: 65.3] [added: 94.2] | | % | | | | | | | | | | 1 | | | | | | 475,849 | | | | | | | | |

| One Freedom Square | | | | | | Reston, VA | | | | | | [removed: 82.8] [added: 86.0] | | % | | | | | | | | | | 1 | | | | | | [removed: 427,956] [added: 427,646] | | | | | | | | |

| Two Freedom Square | | | | | | Reston, VA | | | | | | [removed: 100.0] [added: 99.8] | | % | | | | | | | | | | 1 | | | | | | 423,222 | | | | | | | | |

| 140 Kendrick Street [removed: (4)] | | | | | | Needham, MA | | | | | | [removed: 84.4] [added: 73.3] | | % | | | | | | | | | | 3 | | | | | | 418,600 | | | | | | | | |

| Market Square North (50% ownership) (2) | | | | | | Washington, DC | | | | | | [removed: 77.0] [added: 76.2] | | % | | | | | | | | | | 1 | | | | | | [removed: 418,549] [added: 417,298] | | | | | | | | |

| 325 Main Street | | | | | | Cambridge, MA | | | | | | [removed: 91.4] [added: 91.2] | | % | | | | | | | | | | 1 | | | | | | [removed: 414,565] [added: 415,512] | | | | | | | | |

| The Hub on Causeway - Podium (50% ownership) (2) | | | | | | Boston, MA | | | | | | [removed: 93.8] [added: 94.8] | | % | | | | | | | | | | 1 | | | | | | 382,988 | | | | | | | | |

| 510 Madison Avenue | | | | | | New York, NY | | | | | | [removed: 98.7] [added: 90.1] | | % | | | | | | | | | | 1 | | | | | | [removed: 355,089] [added: 352,589] | | | | | | | | |

| Properties | | | | | | Location | | | | | | % Occupied as of December 31, 2024 (1) | | | | | | | | | | | | Number of Buildings | | | | | | Net Rentable Square Feet | | | | | | | | |

| Madison Centre | | | | | | Seattle, WA | | | | | | 79.5 | | % | | | | | | | | | | 1 | | | | | | 755,164 | | | | | | | | |

| South of Market | | | | | | Reston, VA | | | | | | 99.6 | | % | | | | | | | | | | 3 | | | | | | 624,387 | | | | | | | | |

| Reservoir Place | | | | | | Waltham, MA | | | | | | 36.6 | | % | | | | | | | | | | 1 | | | | | | 526,215 | | | | | | | | |

| 901 New York Avenue | | | | | | Washington, DC | | | | | | 84.8 | | % | | | | | | | | | | 1 | | | | | | 508,130 | | | | | | | | |

| Properties | | | | | | Location | | | | | | % Occupied as of December 31, 2024 (1) | | | | | | | | | | | | Number of Buildings | | | | | | Net Rentable Square Feet | | | | | | | | |

| Sumner Square | | | | | | Washington, DC | | | | | | 95.6 | | % | | | | | | | | | | 1 | | | | | | 208,797 | | | | | | | | |

| Properties | | | | | | Location | | | | | | % Occupied as of December 31, 2024 (1) | | | | | | | | | | | | Number of Buildings | | | | | | Net Rentable Square Feet | | | | | | | | |

| Subtotal for Office Properties | | | | | | | | | | | | 87.9 | | % | | | | | | | | | | 146 | | | | | | 45,755,552 | | | | | | | | |

| 300 Binney Street (55% ownership) | | | | | | Cambridge, MA | | | | | | 93.7 | | % | | | | | | | | | | 1 | | | | | | 239,908 | | | | | | | | |

| Subtotal for Life Sciences Properties | | | | | | | | | | | | 77.2 | | % | | | | | | | | | | 12 | | | | | | 2,042,226 | | | | | | | | |

| Properties | | | | | | Location | | | | | | % Occupied as of December 31, 2024 (1) | | | | | | | | | | | | Number of Buildings | | | | | | Net Rentable Square Feet | | | | | | | | |

| Office | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 725 12th Street (redevelopment) | | | | | | Washington, DC | | | | | | 47.0 | | % | | | | | | | | | | 1 | | | | | | 320,000 | | | | | | (13) | | |

| 121 Broadway Street (439 units) | | | | | | Cambridge, MA | | | | | | — | | % | | | | | | | | | | 1 | | | | | | 492,000 | | | | | | | | |

| Total Portfolio | | | | | | | | | | | | | | | | | | | | | | | | 185 | | | | | | 53,318,871 | | | | | | | | |

(3)Includes 681 Gateway, which is a laboratory/life sciences property.

(4)Property was taken out of service on January 1, 2025.

This amount is not included in the calculation of the Total Portfolio occupancy rate for In-Service Properties as of December 31, 2024.

This amount is not included in the calculation of the Total Portfolio occupancy rate for In-Service Properties as of December 31, 2024.

(13)We acquired 725 12th Street, on December 27, 2024 for a purchase price, excluding transaction costs, of $34.0 million.

Concurrently with the acquisition, a lease was executed for approximately 152,000 square feet of the redeveloped building.

(14)The property was 27% placed in-service as of December 31, 2024 and fully placed in-service on January 2, 2025.

| 3. | | | | | | Biogen | | | | | | 780,659 | | | | | | 1.84 | | % |

| 9. | | | | | | Kirkland & Ellis | | | | | | 461,470 | | | | | | 1.09 | | % |

| 10. | | | | | | Integrated Holding Group | | | | | | 408,118 | | | | | | 0.96 | | % |

| 11. | | | | | | Wellington Management | | | | | | 405,225 | | | | | | 0.95 | | % |

| 13. | | | | | | Bain Capital | | | | | | 378,284 | | | | | | 0.89 | | % |

| 17. | | | | | | Arnold & Porter Kaye Scholer | | | | | | 344,605 | | | | | | 0.81 | | % |

| 18. | | | | | | WeWork | | | | | | 337,457 | | | | | | 0.79 | | % |

| 20. | | | | | | Mass Financial Services | | | | | | 313,584 | | | | | | 0.74 | | % |

(2)Amount includes approximately 261,046 square feet that expired on December 31, 2024.

| Retail | | | 6.2% | | |

| Manufacturing | | | 4.7% | | |

| Other | | | 2.7% | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2024 (5)(6) | | | | | | 390,847 | | | | | | $23,744,643 | | | | | | $60.75 | | | | | | $23,744,643 | | | | | | $60.75 | | | | | | 0.80 | | % |

| 2025 | | | | | | 3,008,859 | | | | | | 222,083,017 | | | | | | 73.81 | | | | | | 223,088,525 | | | | | | 74.14 | | | | | | 6.16 | | % |

| 2026 | | | | | | 1,864,176 | | | | | | 162,007,646 | | | | | | 86.91 | | | | | | 166,250,784 | | | | | | 89.18 | | | | | | 3.82 | | % |

| Madison Centre | | | | | | Seattle, WA | | | | | | 78.2 | | % | | | | | | | | | | 1 | | | | | | 754,988 | | | | | | | | |

| South of Market | | | | | | Reston, VA | | | | | | 98.7 | | % | | | | | | | | | | 3 | | | | | | 623,250 | | | | | | | | |

[T](#i3af583f5add64154a1f3eb3de641e4a1_25)[able of Contents](#i3af583f5add64154a1f3eb3de641e4a1_25)

| 901 New York Avenue (25% ownership) (2) (3) | | | | | | Washington, DC | | | | | | 83.2 | | % | | | | | | | | | | 1 | | | | | | 548,425 | | | | | | | | |

| Reservoir Place | | | | | | Waltham, MA | | | | | | 43.8 | | % | | | | | | | | | | 1 | | | | | | 527,029 | | | | | | | | |

| Sumner Square | | | | | | Washington, DC | | | | | | 90.7 | | % | | | | | | | | | | 1 | | | | | | 219,412 | | | | | | | | |

| Kingstowne One | | | | | | Alexandria, VA | | | | | | 34.2 | | % | | | | | | | | | | 1 | | | | | | 153,601 | | | | | | | | |

| Shady Grove Innovation District (6) | | | | | | Rockville, MD | | | | | | 75.9 | | % | | | | | | | | | | 1 | | | | | | 78,915 | | | | | | | | |

| 17 Hartwell Avenue | | | | | | Lexington, MA | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | 30,000 | | | | | | | | |

| Subtotal for Office and Life Sciences Properties | | | | | | | | | | | | 88.3 | | % | | | | | | | | | | 160 | | | | | | 47,935,650 | | | | | | | | |

| 290 Binney Street | | | | | | Cambridge, MA | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | 566,000 | | | | | | | | |

| 760 Boylston Street (redevelopment) | | | | | | Boston, MA | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | 118,000 | | | | | | | | |

| Total Portfolio | | | | | | | | | | | | | | | | | | | | | | | | 188 | | | | | | 53,317,789 | | | | | | | | |

(3)Our economic ownership has increased based on the achievement of certain return thresholds.

At December 31, 2023, our economic ownership was approximately 50%.

On January 8, 2024, our joint venture partner in 901 New York

Avenue transferred all of its ownership interest in the joint venture to us for a gross purchase price of $10.0 million (See Note 17 to the Consolidated Financial Statements).

(4)On July 20, 2023, we completed and fully placed in-service 140 Kendrick Street - Building A, a redevelopment project with approximately 104,000 net rentable square feet in Needham, Massachusetts.

(6)Property is held for redevelopment.

Shady Grove Innovation District consists of 15825 Shady Grove Road.

2092 Gaither Road and 2098 Gaither Road were removed from in-service portfolio during 2023 and aggregated approximately 103,375 square feet.

(7)Excludes 760 Boylston Street, the stand-alone building consisting of approximately 118,000 square feet at The Prudential Center (retail shops) that was placed in redevelopment during the year ended December 31, 2022.

(13)On December 14, 2023, we acquired an additional 29% ownership interest in the property, which has increased our total ownership to approximately 71% (See Note 6 to the Consolidated Financial Statements).

| 2. | | | | | | Biogen | | | | | | 848,021 | | | | | | 2.00 | | % |

| 9. | | | | | | Kirkland & Ellis | | | | | | 428,187 | | | | | | 1.01 | | % |

| 10. | | | | | | Wellington Management | | | | | | 401,665 | | | | | | 0.95 | | % |

| 12. | | | | | | Integrated Holding Group (aka Millennium Management) | | | | | | 373,007 | | | | | | 0.88 | | % |

| 13. | | | | | | Arnold & Porter Kaye Scholer | | | | | | 367,878 | | | | | | 0.87 | | % |

| 15. | | | | | | WeWork | | | | | | 367,338 | | | | | | 0.87 | | % |

| 18. | | | | | | Bank of America | | | | | | 330,350 | | | | | | 0.78 | | % |

| 20. | | | | | | Bain Capital | | | | | | 315,833 | | | | | | 0.75 | | % |

| Retail | | | 5.8% | | |

| Manufacturing | | | 4.6% | | |

| Other | | | 2.6% | | |

| 2023 (5) | | | | | | 160,589 | | | | | | $9,802,660 | | | | | | $61.04 | | | | | | $9,802,660 | | | | | | $61.04 | | | | | | 0.33 | | % |

| 2024 | | | | | | 2,676,191 | | | | | | 175,925,225 | | | | | | 65.74 | | | | | | 177,083,389 | | | | | | 66.17 | | | | | | 5.47 | | % |

| 2025 | | | | | | 3,150,406 | | | | | | 240,715,108 | | | | | | 76.41 | | | | | | 244,631,629 | | | | | | 77.65 | | | | | | 6.44 | | % |

| 2026 | | | | | | 2,682,236 | | | | | | 231,970,206 | | | | | | 86.48 | | | | | | 236,502,157 | | | | | | 88.17 | | | | | | 5.48 | | % |

| 2027 | | | | | | 2,445,283 | | | | | | 193,144,607 | | | | | | 78.99 | | | | | | 205,179,627 | | | | | | 83.91 | | | | | | 5.00 | | % |

| 2028 | | | | | | 3,417,177 | | | | | | 279,177,909 | | | | | | 81.70 | | | | | | 301,397,445 | | | | | | 88.20 | | | | | | 6.98 | | % |

[T](#i3af583f5add64154a1f3eb3de641e4a1_25)[able of Contents](#i3af583f5add64154a1f3eb3de641e4a1_25)

The common stock of [removed: Boston Properties,] [added: BXP,] Inc. is listed on the New York Stock Exchange under the symbol “BXP.” At February [removed: 20, 2024,] [added: 21, 2025,] BXP had approximately [removed: 1,047] [added: 1,009] stockholders of record.

On February [removed: 20, 2024,] [added: 21, 2025,] there were approximately [removed: 332] [added: 344] holders of record and [removed: 176,206,655] [added: 176,738,933] common units outstanding, [removed: 157,010,980] [added: 158,209,602] of which were held by BXP.

Cash distributions have been paid on the common stock of BXP and BPLP’s common units since BXP’s initial public [removed: offering.][added: offering in 1997.]

The following graph provides a comparison of cumulative total stockholder return for the period from December 31, [removed: 2018] [added: 2019] through December 31, [removed: 2023,] [added: 2024,] among BXP, Standard & Poor’s (“S&P”) 500 Index, FTSE Nareit Equity REIT Total Return Index (the “Equity REIT Index”) and the FTSE Nareit Office REIT Index (the “Office REIT Index”).

[removed: ][added: ]

| | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

(a) During the three months ended December 31, [removed: 2023,] [added: 2024,] BXP issued an aggregate of [removed: 2,277] [added: 195,132] shares of common stock in exchange for [removed: 2,277] [added: 195,132] common units of limited partnership held by certain limited partners of BPLP.

Of these shares, [removed: 1,000] [added: 178,705] shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

[removed: We] [added: BXP] relied on the exemption under Section 4(a)(2) based upon factual representations received from the limited [removed: partner] [added: partners] who received the common shares.

Under the terms of the applicable [removed: restricted stock award] [added: LTIP unit vesting] agreements, [removed: the shares] [added: such LTIP units] were repurchased [removed: by BXP] at a price [removed: of $0.01] [added: $0.25] per [removed: share,] [added: unit,] which was the amount originally paid by such [removed: employees] [added: employee] for such [removed: shares.][added: units.]

(1)Represents LTIP units that were repurchased by BPLP in connection with the termination of [removed: a certain] [added: an] employee’s employment with BXP.

| BXP, Inc. | | | | | | $ | 100.00 | | | | | $ | 71.65 | | | | | $ | 90.43 | | | | | $ | 55.54 | | | | | $ | 61.55 | | | | | $ | 69.01 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 118.40 | | | | | $ | 152.39 | | | | | $ | 124.79 | | | | | $ | 157.59 | | | | | $ | 197.02 | |

| Equity REIT Index | | | | | | $ | 100.00 | | | | | $ | 92.00 | | | | | $ | 131.78 | | | | | $ | 99.67 | | | | | $ | 113.35 | | | | | $ | 123.25 | |

| Office REIT Index | | | | | | $ | 100.00 | | | | | $ | 81.56 | | | | | $ | 99.51 | | | | | $ | 62.07 | | | | | $ | 63.34 | | | | | $ | 76.95 | |

| October 1, 2024 – October 31, 2024 | | | | | | — | | | | | | $ | — | | | | | N/A | | | | | | N/A | | |

| November 1, 2024 – November 30, 2024 | | | | | | 35 | | | (1) | | | 80.95 | | | | | | N/A | | | | | | N/A | | |

| December 1, 2024 – December 31, 2024 | | | | | | — | | | | | | — | | | | | | N/A | | | | | | N/A | | |

| Total | | | | | | 35 | | | | | | $ | 80.95 | | | | | N/A | | | | | | N/A | | |

(1)Represents shares of common stock of BXP surrendered by employees to BXP to satisfy such employees’ tax withholding obligations in connection with the vesting of restricted common stock.

(a) None.

| October 1, 2024 – October 31, 2024 | | | | | | — | | | | | | $ | — | | | | | N/A | | | | | | N/A | | |

| November 1, 2024 – November 30, 2024 | | | | | | 1,568 | | | (1) | | | 0.25 | | | | | | N/A | | | | | | N/A | | |

| December 1, 2024 – December 31, 2024 | | | | | | — | | | | | | — | | | | | | N/A | | | | | | N/A | | |

| Total | | | | | | 1,568 | | | | | | $ | 0.25 | | | | | N/A | | | | | | N/A | | |

[T](#i3af583f5add64154a1f3eb3de641e4a1_25)[able of Contents](#i3af583f5add64154a1f3eb3de641e4a1_25)

| Boston Properties, Inc. | | | | | | $ | 100.00 | | | | | $ | 126.08 | | | | | $ | 90.33 | | | | | $ | 114.01 | | | | | $ | 70.02 | | | | | $ | 77.60 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 131.49 | | | | | $ | 155.68 | | | | | $ | 200.37 | | | | | $ | 164.08 | | | | | $ | 207.21 | |

| Equity REIT Index | | | | | | $ | 100.00 | | | | | $ | 126.00 | | | | | $ | 115.92 | | | | | $ | 166.04 | | | | | $ | 125.58 | | | | | $ | 142.83 | |

| Office REIT Index | | | | | | $ | 100.00 | | | | | $ | 131.42 | | | | | $ | 107.19 | | | | | $ | 130.77 | | | | | $ | 81.58 | | | | | $ | 83.23 | |

| October 1, 2023 – October 31, 2023 | | | | | | — | | | | | | $ | — | | | | | N/A | | | | | | N/A | | |

| November 1, 2023 – November 30, 2023 | | | | | | — | | | | | | — | | | | | | N/A | | | | | | N/A | | |

| December 1, 2023 – December 31, 2023 | | | | | | 939 | | | (1) | | | 0.01 | | | | | | N/A | | | | | | N/A | | |

| Total | | | | | | 939 | | | | | | $ | 0.01 | | | | | N/A | | | | | | N/A | | |

(1)Includes 939 shares of restricted common stock of BXP repurchased in connection with the termination of certain employees’ employment with BXP.

(a) Each time BXP issues shares of common stock (other than in exchange for common units when such common units are presented for redemption), it contributes the proceeds of such issuance to BPLP in return for an equivalent number of partnership units with rights and preferences analogous to the shares issued.

During the three months ended December 31, 2023, in connection with issuances of common stock by BXP pursuant to the Boston Properties, Inc. 2021 Stock Incentive Plan, BPLP issued an aggregate of 348 common units to BXP in exchange for approximately $3.48, the aggregate proceeds of such common stock issuances to BXP.

Such units were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

| November 1, 2023 – November 30, 2023 | | | | | | 5,914 | | | (1) | | | 0.25 | | | | | | N/A | | | | | | N/A | | |

| December 1, 2023 – December 31, 2023 | | | | | | 939 | | | (2) | | | 0.01 | | | | | | N/A | | | | | | N/A | | |

| Total | | | | | | 6,853 | | | | | | $ | 0.22 | | | | | N/A | | | | | | N/A | | |

Under the terms of the applicable LTIP unit vesting agreements, such LTIP units were repurchased at a price of $0.25 per unit, which were the amounts originally paid by such employees for such units.

(2)Represents common units previously held by BXP that were redeemed in connection with the repurchase of shares of restricted common stock of BXP in connection with the termination of certain employees’ employment with BXP.

Under the terms of the applicable restricted stock award agreements, such shares were repurchased at a price of $0.01 per share, which were the amounts originally paid by such employees for such shares.

[T](#i3af583f5add64154a1f3eb3de641e4a1_25)[able of Contents](#i3af583f5add64154a1f3eb3de641e4a1_25)

[removed: BOSTON PROPERTIES,] [added: BXP,] INC. AND BOSTON PROPERTIES LIMITED PARTNERSHIP

[removed: | Boston Properties, Inc. | | | | | | | | |][added: BXP, INC. AND BOSTON PROPERTIES LIMITED PARTNERSHIP]

| | | | [Management’s Report on Internal Control over Financial [removed: Reporting](#i3af583f5add64154a1f3eb3de641e4a1_91)] [added: Reporting](#i9b9fea52982644caa504455128ddd0ce_76)] | | | [removed: [113](#i3af583f5add64154a1f3eb3de641e4a1_91)] [added: [102](#i9b9fea52982644caa504455128ddd0ce_76)] | | |

| | | | [Report of Independent Registered Public Accounting Firm [removed: (PCAOB](#i3af583f5add64154a1f3eb3de641e4a1_94) [](#i3af583f5add64154a1f3eb3de641e4a1_94)[ID](#i3af583f5add64154a1f3eb3de641e4a1_94) 238[)](#i3af583f5add64154a1f3eb3de641e4a1_94)] [added: (PCAOB](#i9b9fea52982644caa504455128ddd0ce_79) [](#i9b9fea52982644caa504455128ddd0ce_79)[ID](#i9b9fea52982644caa504455128ddd0ce_79) 238[)](#i9b9fea52982644caa504455128ddd0ce_79)] | | | [removed: [114](#i3af583f5add64154a1f3eb3de641e4a1_94)] [added: [103](#i9b9fea52982644caa504455128ddd0ce_79)] | | |

| | | | [Consolidated Statements of Operations for the years ended December 31, [removed: 2023, 2022 and 2021](#i3af583f5add64154a1f3eb3de641e4a1_115)] [added: 202](#i9b9fea52982644caa504455128ddd0ce_160)[4](#i9b9fea52982644caa504455128ddd0ce_160)[, 202](#i9b9fea52982644caa504455128ddd0ce_160)[3](#i9b9fea52982644caa504455128ddd0ce_160) [and 202](#i9b9fea52982644caa504455128ddd0ce_160)[2](#i9b9fea52982644caa504455128ddd0ce_160)] | | | [removed: [119](#i3af583f5add64154a1f3eb3de641e4a1_115)] [added: [108](#i9b9fea52982644caa504455128ddd0ce_160)] | | |

| | | | [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022 and 2021](#i3af583f5add64154a1f3eb3de641e4a1_121)] [added: 202](#i9b9fea52982644caa504455128ddd0ce_166)[4](#i9b9fea52982644caa504455128ddd0ce_166)[, 202](#i9b9fea52982644caa504455128ddd0ce_166)[3](#i9b9fea52982644caa504455128ddd0ce_166) [and 202](#i9b9fea52982644caa504455128ddd0ce_166)[2](#i9b9fea52982644caa504455128ddd0ce_166)] | | | [removed: [120](#i3af583f5add64154a1f3eb3de641e4a1_121)] [added: [109](#i9b9fea52982644caa504455128ddd0ce_166)] | | |

| | | | [Consolidated Statements of Equity for the years ended December 31, [removed: 2023, 2022 and 2021](#i3af583f5add64154a1f3eb3de641e4a1_127)] [added: 202](#i9b9fea52982644caa504455128ddd0ce_172)[4](#i9b9fea52982644caa504455128ddd0ce_172)[, 202](#i9b9fea52982644caa504455128ddd0ce_172)[3](#i9b9fea52982644caa504455128ddd0ce_172) [and 202](#i9b9fea52982644caa504455128ddd0ce_172)[2](#i9b9fea52982644caa504455128ddd0ce_172)] | | | [removed: [121](#i3af583f5add64154a1f3eb3de641e4a1_127)] [added: [110](#i9b9fea52982644caa504455128ddd0ce_172)] | | |

| | | | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022 and 2021](#i3af583f5add64154a1f3eb3de641e4a1_130)] [added: 202](#i9b9fea52982644caa504455128ddd0ce_175)[4](#i9b9fea52982644caa504455128ddd0ce_175)[, 202](#i9b9fea52982644caa504455128ddd0ce_175)[3](#i9b9fea52982644caa504455128ddd0ce_175) [and 202](#i9b9fea52982644caa504455128ddd0ce_175)[2](#i9b9fea52982644caa504455128ddd0ce_175)] | | | [removed: [123](#i3af583f5add64154a1f3eb3de641e4a1_130)] [added: [112](#i9b9fea52982644caa504455128ddd0ce_175)] | | |

| | | | [Management’s Report on Internal Control over Financial [removed: Reporting](#i3af583f5add64154a1f3eb3de641e4a1_97)] [added: Reporting](#i9b9fea52982644caa504455128ddd0ce_82)] | | | [removed: [126](#i3af583f5add64154a1f3eb3de641e4a1_97)] [added: [115](#i9b9fea52982644caa504455128ddd0ce_82)] | | |

| | | | [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i3af583f5add64154a1f3eb3de641e4a1_100) [](#i3af583f5add64154a1f3eb3de641e4a1_100)238[)](#i3af583f5add64154a1f3eb3de641e4a1_100)] [added: ID](#i9b9fea52982644caa504455128ddd0ce_85) [](#i9b9fea52982644caa504455128ddd0ce_85)238[)](#i9b9fea52982644caa504455128ddd0ce_85)] | | | [removed: [127](#i3af583f5add64154a1f3eb3de641e4a1_100)] [added: [116](#i9b9fea52982644caa504455128ddd0ce_85)] | | |

| | | | [Consolidated Statements of Operations for the years ended December 31, [removed: 2023, 2022 and 2021](#i3af583f5add64154a1f3eb3de641e4a1_145)] [added: 202](#i9b9fea52982644caa504455128ddd0ce_190)[4](#i9b9fea52982644caa504455128ddd0ce_190)[, 202](#i9b9fea52982644caa504455128ddd0ce_190)[3](#i9b9fea52982644caa504455128ddd0ce_190) [and 202](#i9b9fea52982644caa504455128ddd0ce_190)[2](#i9b9fea52982644caa504455128ddd0ce_190)] | | | [removed: [132](#i3af583f5add64154a1f3eb3de641e4a1_145)] [added: [121](#i9b9fea52982644caa504455128ddd0ce_190)] | | |

| | | | [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022 and 2021](#i3af583f5add64154a1f3eb3de641e4a1_151)] [added: 202](#i9b9fea52982644caa504455128ddd0ce_196)[4](#i9b9fea52982644caa504455128ddd0ce_196)[, 202](#i9b9fea52982644caa504455128ddd0ce_196)[3](#i9b9fea52982644caa504455128ddd0ce_196) [and 202](#i9b9fea52982644caa504455128ddd0ce_196)[2](#i9b9fea52982644caa504455128ddd0ce_196)] | | | [removed: [133](#i3af583f5add64154a1f3eb3de641e4a1_151)] [added: [122](#i9b9fea52982644caa504455128ddd0ce_196)] | | |

| | | | [Consolidated Statements of Capital and Noncontrolling Interests for the years ended December 31, [removed: 2023, 2022 and 2021](#i3af583f5add64154a1f3eb3de641e4a1_157)] [added: 202](#i9b9fea52982644caa504455128ddd0ce_202)[4](#i9b9fea52982644caa504455128ddd0ce_202)[, 202](#i9b9fea52982644caa504455128ddd0ce_202)[3](#i9b9fea52982644caa504455128ddd0ce_202) [and 202](#i9b9fea52982644caa504455128ddd0ce_202)[2](#i9b9fea52982644caa504455128ddd0ce_202)] | | | [removed: [134](#i3af583f5add64154a1f3eb3de641e4a1_157)] [added: [123](#i9b9fea52982644caa504455128ddd0ce_202)] | | |

| | | | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022 and 2021](#i3af583f5add64154a1f3eb3de641e4a1_163)] [added: 202](#i9b9fea52982644caa504455128ddd0ce_208)[4](#i9b9fea52982644caa504455128ddd0ce_208)[, 202](#i9b9fea52982644caa504455128ddd0ce_208)[3](#i9b9fea52982644caa504455128ddd0ce_208) [and 202](#i9b9fea52982644caa504455128ddd0ce_208)[2](#i9b9fea52982644caa504455128ddd0ce_208)] | | | [removed: [136](#i3af583f5add64154a1f3eb3de641e4a1_163)] [added: [125](#i9b9fea52982644caa504455128ddd0ce_208)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i3af583f5add64154a1f3eb3de641e4a1_169)] [added: Statements](#i9b9fea52982644caa504455128ddd0ce_214)] | | | [removed: [139](#i3af583f5add64154a1f3eb3de641e4a1_169)] [added: [128](#i9b9fea52982644caa504455128ddd0ce_214)] | | |

| | | | [Financial Statement Schedule—Schedule 3 - Real Estate Investments and Accumulated Depreciation as of December 31, [removed: 2023](#i3af583f5add64154a1f3eb3de641e4a1_427)] [added: 202](#i9b9fea52982644caa504455128ddd0ce_112)[4](#i9b9fea52982644caa504455128ddd0ce_112)] | | | [removed: [194](#i3af583f5add64154a1f3eb3de641e4a1_427)] [added: [181](#i9b9fea52982644caa504455128ddd0ce_112)] | | |

| | | | [Financial Statement Schedule—Schedule 3 - Real Estate Investments and Accumulated Depreciation as of December 31, [removed: 2023](#i3af583f5add64154a1f3eb3de641e4a1_433)] [added: 202](#i9b9fea52982644caa504455128ddd0ce_118)[4](#i9b9fea52982644caa504455128ddd0ce_118)] | | | [removed: [199](#i3af583f5add64154a1f3eb3de641e4a1_433)] [added: [186](#i9b9fea52982644caa504455128ddd0ce_118)] | | |

Management of [removed: Boston Properties,] [added: BXP,] Inc. is responsible for establishing and maintaining adequate internal control over financial reporting for [removed: Boston Properties,] [added: BXP,] Inc. [removed: Boston Properties,] [added: BXP,] Inc.’s internal control over financial reporting is a process designed under the supervision of its principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of [removed: Boston Properties,] [added: BXP,] Inc.’s financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

As of the end of Boston [removed: Properties, Inc.’s 2023] [added: Properties Limited Partnership’s 2024] fiscal year, management conducted assessments of the effectiveness of Boston [removed: Properties, Inc.’s] [added: Properties Limited Partnership’s] internal control over financial reporting based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on these assessments, management has determined that Boston [removed: Properties, Inc.’s] [added: Properties Limited Partnership’s] internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] was effective.

Our internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of [removed: Boston Properties,] [added: BXP,] Inc.; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of [removed: Boston Properties,] [added: BXP,] Inc.’s assets that could have a material effect on its financial statements.

The effectiveness of Boston [removed: Properties, Inc.’s] [added: Properties Limited Partnership’s] internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report appearing on page [removed: [114](#i3af583f5add64154a1f3eb3de641e4a1_94),] [added: [116](#i9b9fea52982644caa504455128ddd0ce_85),] which expresses an unqualified opinion on the effectiveness of Boston [removed: Properties, Inc.’s] [added: Properties Limited Partnership’s] internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

To the Board of Directors and Stockholders of [removed: Boston Properties,] [added: BXP,] Inc.

We have audited the accompanying consolidated balance sheets of [removed: Boston Properties,] [added: BXP,] Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of operations, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[removed: *Assessment of Impairment Indicators*] [added: *Impairment Assessment*] *of Long-Lived Assets and Investments in Unconsolidated Joint Ventures*

As described in Notes 2, [removed: 3] [added: 3,] and 6 to the consolidated financial statements, the Company’s total real estate balance was [removed: $20,593.5] [added: $21,050.3] million and its investments in unconsolidated joint ventures was [removed: $1,337.4] [added: $1,060.1] million as of December 31, [removed: 2023.][added: 2024.]

During [removed: 2023,] [added: 2024,] the Company recognized a [removed: $272.6] [added: $13.6] million [removed: other than temporary] impairment [added: loss] related to [added: a long-lived asset and a $341.3 million other-than-temporary impairment loss related to] certain investments in unconsolidated joint ventures.

This evaluation of long-lived assets is dependent on a number of factors, including when there is an event or adverse change in the operating performance of the long-lived asset or a current expectation that, [added: it is] more likely than not, [added: that] a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life or hold period.

The principal considerations for our determination that performing procedures relating to the assessment of impairment indicators for long-lived assets and investments in unconsolidated joint ventures is a critical audit matter are (i) the significant judgment by management (a) in identifying the indicators of impairment for long-lived assets and investments in unconsolidated joint ventures and (b) when developing the fair value estimate of the investment in unconsolidated joint venture with an other- than- temporary impairment, (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to (a) management's identification of the indicators of impairment related to the operating performance and anticipated hold periods for long-lived assets and the performance of each investment and market conditions for investments in unconsolidated joint ventures and (b) management’s assumptions related to future occupancy, future rental rates, future capital requirements, [removed: market interest rates,] discount rates and capitalization rates (collectively referred to as “the significant fair value assumptions”), and (iii) the audit effort related to management’s development of the fair value estimate of the investment in unconsolidated joint venture with an other-than-temporary impairment involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to (i) the identification of the indicators of impairment for long-lived assets and investments in unconsolidated joint ventures and (ii) developing the fair value estimate of the unconsolidated investment in joint venture with an [removed: other- than- temporary] [added: other-than-temporary] impairment.

For the identification of the indicators of impairment, these procedures also included, among others, (i) testing management's process for identifying the indicators of impairment for long-lived assets and investments in unconsolidated joint ventures, (ii) evaluating the reasonableness of the models, (iii) testing the completeness and accuracy of the underlying data used in the [added: models, and (iv) evaluating the reasonableness of management’s indicators of impairment related to the operating performance and anticipated hold periods for long-lived assets and the performance of each investment and market]

For the fair value estimate of the unconsolidated investment in joint venture with an [removed: other- than- temporary] [added: other-than-temporary] decline, these procedures also included, among others, (i) testing management’s process for developing the fair value estimate of the investment in unconsolidated joint venture relating to the other-than-temporary impairment, (ii) evaluating the appropriateness of management’s discounted cash flow model, (iii) testing the completeness and accuracy of the underlying data used in the model, and (iv) evaluating the reasonableness of the significant fair value assumptions used by management by considering industry knowledge and data, historical company data, and evidence obtained in other areas of the audit.

As described in Notes 2 and 3 to the consolidated financial statements, during the year ended December 31, [removed: 2023,] [added: 2024,] the Company acquired its joint venture partner’s interest in a property for a purchase price of [removed: $38] [added: $10.0 million and a property for a gross purchase price of $35.0] million.

These procedures included testing the effectiveness of controls relating to the purchase price allocation for the long-lived asset property acquisition, including controls over the assumptions related to discount rate and capitalization rate used to determine the fair value of the assets acquired and [added: liabilities assumed and] the corresponding purchase price allocation.

These procedures also included, among others, (i) reading the purchase agreements and leasing documents for the acquisition, (ii) testing management’s process for developing the fair value estimates of the assets acquired and the corresponding purchase price allocation, (iii) evaluating the appropriateness of management’s discounted cash flow method, (iv) testing the completeness and accuracy of the underlying data used in the method, and, (v) evaluating the reasonableness of the significant assumptions used by management, related to the discount [removed: rate and] [added: rate,] capitalization [removed: rate] [added: rate, land value per square foot and future capital requirements] by considering industry knowledge and data as well as historical company data and experience.

| [removed: BOSTON PROPERTIES,] [added: BXP,] INC. CONSOLIDATED BALANCE SHEETS (in thousands, except for share and par value amounts) | | | | | | | | | | | | | | |

| | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | |

| BXP, Inc. | | | | | | | | |

| | | | [Consolidated Balance Sheets as of December 31, 202](#i9b9fea52982644caa504455128ddd0ce_154)[4](#i9b9fea52982644caa504455128ddd0ce_154) [and 202](#i9b9fea52982644caa504455128ddd0ce_154)[3](#i9b9fea52982644caa504455128ddd0ce_154) | | | [106](#i9b9fea52982644caa504455128ddd0ce_154) | | |

| | | | [Consolidated Balance Sheets as of December 31, 202](#i9b9fea52982644caa504455128ddd0ce_184)[4](#i9b9fea52982644caa504455128ddd0ce_184) [and 202](#i9b9fea52982644caa504455128ddd0ce_184)[3](#i9b9fea52982644caa504455128ddd0ce_184) | | | [119](#i9b9fea52982644caa504455128ddd0ce_184) | | |

| BXP, Inc. | | | | | | | | |

conditions for investments in unconsolidated joint ventures.

February 27, 2025

| Unsecured term loans, net | | | | | | 798,813 | | | | | | 1,198,301 | | |

| Unsecured commercial paper | | | | | | 500,000 | | | | | | — | | |

| BXP, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except for share and par value amounts) | | | | | | | | | | | | | | |

BXP, INC.

| Impairment loss | | | | | | | | | | | | | | | (13,615) | | | | | | — | | | | | | — | | |

BXP, INC.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| BXP, INC. CONSOLIDATED STATEMENTS OF EQUITY (in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Common Stock | | | | | | | | | | | | Additional Paid-in Capital | | | | | | Dividends in Excess of Earnings | | | | | | Treasury Stock, at cost | | | | | | Accumulated Other Comprehensive Loss | | | | | | Noncontrolling Interests - Common Units | | | | | | Noncontrolling Interests - Property Partnerships | | | | | | Total | | |

| | | | Shares | | | | | | Amount | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Allocated net income for the period | | | — | | | | | | — | | | | | | — | | | | | | 14,272 | | | | | | — | | | | | | — | | | | | | 2,400 | | | | | | 67,516 | | | | | | 84,188 | | |

| Dividends/distributions declared | | | — | | | | | | — | | | | | | — | | | | | | (617,695) | | | | | | — | | | | | | — | | | | | | (73,485) | | | | | | — | | | | | | (691,180) | | |

| Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships | | | — | | | | | | — | | | | | | 74,091 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 302,453 | | | | | | 376,544 | | |

| Equity, December 31, 2024 | | | 158,175 | | | | | | $ | 1,582 | | | | | $ | 6,836,093 | | | | | $ | (1,419,575) | | | | | $ | (2,722) | | | | | $ | (2,072) | | | | | $ | 591,270 | | | | | $ | 1,933,545 | | | | | $ | 7,938,121 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Impairment loss | | | 13,615 | | | | | | — | | | | | | — | | |

| Amortization of sales type lease | | | (992) | | | | | | — | | | | | | — | | |

| BXP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) | | | | | | | | | | | | | | | | | |

| Repayment of unsecured term loans | | | (500,000) | | | | | | (730,000) | | | | | | — | | |

| | | | [Consolidated Balance Sheets as of December 31, 2023 and 2022](#i3af583f5add64154a1f3eb3de641e4a1_109) | | | [117](#i3af583f5add64154a1f3eb3de641e4a1_109) | | |

| | | | [Consolidated Balance Sheets as of December 31, 2023 and 2022](#i3af583f5add64154a1f3eb3de641e4a1_139) | | | [130](#i3af583f5add64154a1f3eb3de641e4a1_139) | | |

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models, and (iv) evaluating the reasonableness of management’s indicators of impairment related to the operating performance and anticipated hold periods for long-lived assets and the performance of each investment and market conditions for investments in unconsolidated joint ventures.

February 27, 2024

BOSTON PROPERTIES, INC.

| Preferred dividends | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (2,560) | | |

| Preferred stock redemption charge | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (6,412) | | |

_______________

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Equity, December 31, 2020 | | | 155,719 | | | | | | $ | 1,557 | | | | | $ | 200,000 | | | | | $ | 6,356,791 | | | | | $ | (509,653) | | | | | $ | (2,722) | | | | | $ | (49,890) | | | | | $ | 616,596 | | | | | $ | 1,726,933 | | | | | $ | 8,339,612 | |

| Allocated net income for the period | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 505,195 | | | | | | — | | | | | | — | | | | | | 55,931 | | | | | | 70,806 | | | | | | 631,932 | | |

| Dividends/distributions declared | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (615,021) | | | | | | — | | | | | | — | | | | | | (68,822) | | | | | | — | | | | | | (683,843) | | |

| Issuance of operating partnership units for 360 Park Avenue South | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 99,689 | | | | | | — | | | | | | 99,689 | | |

| Preferred stock redemption | | | — | | | | | | — | | | | | | (200,000) | | | | | | 6,377 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (193,623) | | |

| Preferred stock redemption charge | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,412) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,412) | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Losses from early extinguishments of debt | | | — | | | | | | — | | | | | | 45,182 | | |

| Proceeds from sale of investment in unconsolidated joint venture | | | — | | | | | | — | | | | | | 17,789 | | |

| Redemption of preferred stock | | | — | | | | | | — | | | | | | (200,000) | | |

| Debt issuance costs | | | — | | | | | | — | | | | | | (16,186) | | |

| Debt prepayment and extinguishment costs | | | — | | | | | | — | | | | | | (43,036) | | |

| Assumption of mortgage notes payable | | | $ | — | | | | | $ | — | | | | | $ | 200,311 | |

| Mortgage notes payable, net deconsolidation | | | $ | — | | | | | $ | — | | | | | $ | (198,381) | |

| Issuance of operating partnership units | | | $ | — | | | | | $ | — | | | | | $ | 99,689 | |

| Preferred distributions | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (2,560) | | |

| Preferred unit redemption charge | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (6,412) | | |

| Equity, December 31, 2020 | | | 1,731 | | | | | | 153,988 | | | | | | $ | 4,554,639 | | | | | $ | 193,623 | | | | | $ | (49,890) | | | | | $ | 1,726,933 | | | | | $ | 6,425,305 | | | | | $ | 1,643,024 | |

| Allocated net income for the period | | | — | | | | | | — | | | | | | 512,474 | | | | | | 2,560 | | | | | | — | | | | | | 70,806 | | | | | | 585,840 | | | | | | 55,931 | | |

| Distributions | | | — | | | | | | — | | | | | | (612,461) | | | | | | (2,560) | | | | | | — | | | | | | — | | | | | | (615,021) | | | | | | (68,822) | | |

| Issuance of operating partnership units for 360 Park Avenue South | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 99,689 | | |

| Preferred unit redemption | | | — | | | | | | — | | | | | | — | | | | | | (193,623) | | | | | | — | | | | | | — | | | | | | (193,623) | | | | | | — | | |

| Preferred unit redemption charge | | | — | | | | | | — | | | | | | (6,412) | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,412) | | | | | | — | | |

| Redemption of preferred units | | | — | | | | | | — | | | | | | (200,000) | | |

| Prepaid expense and other assets, net deconsolidated | | | $ | — | | | | | $ | — | | | | | $ | (5,011) | |

The Company considers premier workplaces to be well-located buildings that are modern structures or have been modernized to compete with newer buildings and professionally managed and maintained.

As such, these properties attract high-quality tenants and command upper-tier rental rates.

own.

component of the project that benefited from the investment.

As of the end of the period covered by this report, an evaluation was carried out by our management, with the participation of [removed: Boston Properties,] [added: BXP,] Inc.’s Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), of the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934).

Based upon that evaluation, [removed: Boston Properties,] [added: BXP,] Inc.’s Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report.

In addition, no change in [removed: Boston Properties,] [added: BXP,] Inc.’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the fourth quarter of [removed: Boston Properties,] [added: BXP,] Inc.’s fiscal year ended December 31, [removed: 2023] [added: 2024] that has materially affected, or is reasonably likely to materially affect, [removed: Boston Properties,] [added: BXP,] Inc.’s internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting is set forth on page [removed: [113](#i3af583f5add64154a1f3eb3de641e4a1_91)] [added: [102](#i9b9fea52982644caa504455128ddd0ce_76)] of this Annual Report on Form 10-K and is incorporated herein by reference.

As of the end of the period covered by this report, an evaluation was carried out by the management of [removed: Boston Properties,] [added: BXP,] Inc., the sole general partner of Boston Properties Limited Partnership, with the participation of its Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), of the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934).

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer of [removed: Boston Properties,] [added: BXP,] Inc. concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report.

In addition, no change in its internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the fourth quarter of its fiscal year ended December 31, [removed: 2023] [added: 2024] that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting is set forth on page [removed: [126](#i3af583f5add64154a1f3eb3de641e4a1_97)] [added: [115](#i9b9fea52982644caa504455128ddd0ce_82)] of this Annual Report on Form 10-K and is incorporated herein by reference.

BXP, Inc.

Boston Properties, Inc.

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During the three months ended December 31, [removed: 2023,] [added: 2024,] none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

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The [added: other] information required by Item 10 will be included in the Proxy Statement to be filed relating to [removed: Boston Properties,] [added: BXP,] Inc.’s [removed: 2024] [added: 2025] Annual Meeting of Stockholders and is incorporated herein by reference.

We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities that applies to all of our directors, officers, employees, other covered persons and BXP, Inc. itself.

We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to BXP, Inc. A copy of the insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

The information required by Item 11 will be included in the Proxy Statement to be filed relating to [removed: Boston Properties,] [added: BXP,] Inc.’s [removed: 2024] [added: 2025] Annual Meeting of Stockholders and is incorporated herein by reference.

The following table summarizes [removed: Boston Properties,] [added: BXP,] Inc.’s equity compensation plans as of December 31, [removed: 2023.][added: 2024.]

| Equity compensation plans [added: not] approved by security [removed: holders(1)] [added: holders(4)] | | | | | | [removed: 4,568,244] [added: N/A] | | | [removed: (2)] | | | N/A | | | [removed: (2)] | | | [removed: 4,275,807] [added: 272,704] | | | [removed: (3)] | | |

| Equity compensation plans [removed: not] approved by security [removed: holders(4)] [added: holders(1)] | | | | | | [removed: N/A] [added: 5,074,957] | | | [added: (2)] | | | N/A | | | [added: (2)] | | | [removed: 39,941] [added: 3,576,975] | | | [added: (3)] | | |

(2)Includes (a) [removed: 2,065,861] [added: 2,335,229] long term incentive units (LTIP units) [removed: (1,439,973] [added: (1,567,004] of which are vested) that, upon the satisfaction of certain conditions, are convertible into common units, which may be presented to BPLP for redemption and acquired by BXP for shares of its common stock, (b) [removed: 1,459,441] [added: 1,706,818] common units issued upon conversion of LTIP units, which may be presented to BPLP for redemption and acquired by BXP for shares of its common stock, (c) [removed: 349,267 2021] [added: 252,151 2022] MYLTIP Awards that, upon the satisfaction of certain conditions, are convertible into common units, which may be presented to BPLP for redemption and acquired by BXP for shares of its common stock, (d) [removed: 252,151 2022] [added: 322,053 2023] MYLTIP Awards that, upon the satisfaction of certain conditions, are convertible into common units, which may be presented to BPLP for redemption and acquired by BXP for shares of its common stock, (e) [removed: 322,053 2023] [added: 330,479 2024] MYLTIP Awards that, upon the satisfaction of certain conditions, are convertible into common units, which may be presented to BPLP for redemption and acquired by BXP for shares of its common stock and (f) [removed: 119,471] [added: 128,227] deferred stock units which were granted pursuant to elections by certain of BXP’s non-employee directors to defer all cash compensation to be paid to such directors and to receive their deferred cash compensation in shares of BXP’s common stock upon their retirement from its Board of Directors.

Does not include [removed: 114,146] [added: 151,328] shares of restricted stock, as they have been reflected in BXP’s total shares outstanding.

Because there is no exercise price associated with LTIP units, common units, [removed: 2021 MYLTIP Awards,] 2022 MYLTIP Awards, 2023 MYLTIP [added: Awards, 2024 MYLTIP] Awards or deferred stock units, such shares are not included in the weighed-average exercise price calculation.

The ESPP was adopted by the Board of Directors of BXP on October 29, [removed: 1998.][added: 1998 and approved by BXP’s stockholders on May 22, 2024.]

Additional information concerning security ownership of certain beneficial owners and management required by Item 12 will be included in the Proxy Statement to be filed relating to [removed: Boston Properties,] [added: BXP,] Inc.’s [removed: 2024] [added: 2025] Annual Meeting of Stockholders and is incorporated herein by reference.

| Total | | | | | | 5,074,957 | | | | | | N/A | | | | | | 3,849,679 | | | | | |

| Total | | | | | | 4,568,244 | | | | | | N/A | | | | | | 4,315,748 | | | | | |

The ESPP has not been approved by BXP’s stockholders.

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The information required by Item 13 will be included in the Proxy Statement to be filed relating to [removed: Boston Properties,] [added: BXP,] Inc.’s [removed: 2024] [added: 2025] Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by Item 14 will be included in the Proxy Statement to be filed relating to [removed: Boston Properties,] [added: BXP,] Inc.’s [removed: 2024] [added: 2025] Annual Meeting of Stockholders and is incorporated herein by reference.

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| Boston [removed: Properties, Inc.] [added: Properties Limited Partnership] Schedule 3—Real Estate and Accumulated Depreciation December 31, [removed: 2023] [added: 2024] (dollars in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 767 Fifth Avenue (the General Motors Building) | | | | | | Office | | | | | | New York, NY | | | | | | $ | [removed: 2,288,004] [added: 2,291,498] | | | | | $ | 1,796,252 | | | | | $ | 1,532,654 | | | | | $ | [removed: 365,829] [added: 393,520] | | | | | $ | 1,796,252 | | | | | $ | [removed: 1,898,483] [added: 1,926,174] | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 3,694,735] [added: 3,722,426] | | | | | $ | [removed: 507,660] [added: 567,621] | | | | | 1968/2019 | | | | | | 2013 | | | | | | (1) | | |

| Prudential Center | | | | | | Office | | | | | | Boston, MA | | | | | | — | | | | | | 92,077 | | | | | | 948,357 | | | | | | [removed: 791,280] [added: 774,547] | | | | | | [removed: 115,634] [added: 100,533] | | | | | | [removed: 1,687,021] [added: 1,714,448] | | | | | | — | | | | | | [removed: 29,059] [added: —] | | | | | | [removed: 1,831,714] [added: 1,814,981] | | | | | | [removed: 774,225] [added: 800,074] | | | | | | [removed: 1965/1993/2002/2016-2017] [added: 1965/1993/2002/2016-2017/2024] | | | | | | 1998/1999/2000 | | | | | | (1) | | |