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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The common stock of BXP, Inc. is listed on the New York Stock Exchange under the symbol “BXP.” At February 21, 2025, BXP had approximately 1,009 stockholders of record.

There is no established public trading market for BPLP’s common units. On February 21, 2025, there were approximately 344 holders of record and 176,738,933 common units outstanding, 158,209,602 of which were held by BXP.

To maintain its qualification as a REIT, BXP must make annual distributions to its stockholders of at least 90% of its taxable income (not including net capital gains and with certain other adjustments). BXP has adopted a policy of paying regular quarterly dividends on its common stock, and, as BPLP’s general partner, BXP has adopted a policy of paying regular quarterly distributions on common units of BPLP.

Cash distributions have been paid on the common stock of BXP and BPLP’s common units since BXP’s initial public offering in 1997. Distributions are declared at the discretion of the Board of Directors of BXP and depend on actual and anticipated cash from operations, our financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and other factors the Board of Directors of BXP may consider relevant.

Stock Performance Graph

The following graph provides a comparison of cumulative total stockholder return for the period from December 31, 2019 through December 31, 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”). The Equity REIT Index includes all tax-qualified equity REITs listed on the New York Stock Exchange, the American Stock Exchange and the Nasdaq Stock Market. Equity REITs are defined as those with 75% or more of their gross invested book value of assets invested directly or indirectly in the equity ownership of real estate. The Office REIT Index includes all office REITs included in the Equity REIT Index. Data for BXP, the S&P 500 Index, the Equity REIT Index and the Office REIT Index was provided to us by Nareit. Upon written request, we will provide any stockholder with a list of the REITs included in the Equity REIT Index and the Office REIT Index. The stock performance graph assumes an investment of $100 in each of BXP and the three indices, and the reinvestment of any dividends. The historical information set forth below is not necessarily indicative of future performance. The data shown is based on the share prices or index values, as applicable, at the end of each month shown.

2700

As of the year ended December 31,
201920202021202220232024
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

BXP

(a) During the three months ended December 31, 2024, BXP issued an aggregate of 195,132 shares of common stock in exchange for 195,132 common units of limited partnership held by certain limited partners of BPLP. Of these shares, 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. BXP relied on the exemption under Section 4(a)(2) based upon factual representations received from the limited partners who received the common shares.

(b) Not Applicable.

(c) Issuer Purchases of Equity Securities.

Period(a) Total Number of Shares of Common Stock Purchased(b) Average Price Paid per Common Share(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased under the Plans or Programs
October 1, 2024 – October 31, 2024—$—N/AN/A
November 1, 2024 – November 30, 202435(1)80.95N/AN/A
December 1, 2024 – December 31, 2024——N/AN/A
Total35$80.95N/AN/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.

BPLP

(a) None.

(b) Not Applicable.

(c) Issuer Purchases of Equity Securities.

Period(a) Total Number of Units Purchased(b) Average Price Paid per Unit(c) Total Number of Units Purchased as Part of Publicly Announced Plans or Programs(d) Maximum Number (or Approximate Dollar Value) of Units that May Yet be Purchased
October 1, 2024 – October 31, 2024—$—N/AN/A
November 1, 2024 – November 30, 20241,568(1)0.25N/AN/A
December 1, 2024 – December 31, 2024——N/AN/A
Total1,568$0.25N/AN/A

(1)Represents LTIP units that were repurchased by BPLP in connection with the termination of an employee’s employment with BXP. Under the terms of the applicable LTIP unit vesting agreements, such LTIP units were repurchased at a price $0.25 per unit, which was the amount originally paid by such employee for such units.

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