BXP (BXP) 10-K risk factor changes: FY2025 vs FY2024

You should refer to the explanation of the qualifications and limitations on forward-looking statements beginning on page [removed: [52](#i9b9fea52982644caa504455128ddd0ce_328).*][added: [52](#id6bdf9536c06452a9a3d91fcfc1dc048_184).*]

In our West Coast [removed: market,] [added: markets,] our leasing is focused on clients in the technology and media industries, as well as legal firms.

A reduction in spending by the Federal Government, sustained changes in space utilization due to remote work [removed: models,] [added: models] and/or [added: changes from workforce reductions due to artificial intelligence, and/or] a significant downturn in one or more of the foregoing sectors have resulted in, and could continue to result in, reduced demand for office space and adversely affect our results of operations.

For the year ended December 31, [removed: 2024, we] [added: 2025, BXP and BPLP] recognized [removed: an impairment] [added: impairments] of [removed: a] long-lived [removed: asset] [added: assets] of approximately [removed: $13.6] [added: $85.8] million and [removed: “other than temporary” impairments in the value of three] [added: $82.9 million, respectively, and one] of our investments in [added: an] unconsolidated joint [removed: ventures aggregating] [added: venture recognized an “other than temporary” impairment of] approximately [removed: $341.3] [added: $145.1] million.

Such adverse economic and political conditions may include, among other issues, [removed: continued] inflation, elevated interest rates, policy [removed: changes by the new presidential administration,] [added: changes,] prolonged labor market challenges impacting the recruitment and retention of talent, volatility in the public equity and debt markets, and international economic and other conditions, including pandemics, geopolitical instability and other conditions beyond our control.

- federal policy [removed: changes by the new presidential administration,] [added: changes,] such as the implementation of tariffs that [removed: could] [added: have resulted in, and may continue to] result [removed: in] [added: in,] global supply chain disruptions and/or [removed: continued] [added: sustained] inflation, [removed: which] could negatively impact [added: interest rates, potential changes to U.S. federal tax laws and budgetary changes related to government leases;]

- one or more lenders under our line of credit could refuse to fund their financing commitment to us or could [removed: fail] [added: fail,] and we may not be able to replace the financing commitment of any such lenders on favorable terms, or at all; and

- [removed: to the extent we enter into derivative financial instruments,] one or more counterparties to our derivative financial instruments could default on their obligations to us, or could fail, increasing the risk that we may not realize the benefits of these instruments.

Linde, [removed: President, Raymond A.][added: President and Michael E.]

Thomas, [removed: Linde, Ritchey] [added: Linde] 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 economic performance and the value of our real estate assets, and consequently the value of our securities, are subject to the risk that if our properties do not generate revenues sufficient to meet our operating expenses, including debt service and capital expenditures, our cash flow and ability to pay distributions to our [removed: securityholders will be adversely affected.]

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

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

[removed: Even if clients decide to renew or lease new] space, the terms of renewals or new leases, including the cost of required renovations or concessions to clients, may be less favorable to us than current lease terms.

[removed: In the case of residential properties, these risks include competition] for prospective residents from other operators whose properties may be perceived to offer a better location or better amenities or whose rent may be perceived as a better value given the quality, location and amenities that the resident seeks.

Because we have less experience with residential properties than with office and retail properties, we [removed: expect to] retain third parties to manage our residential properties.

[removed: If] [added: When] we hire a [removed: third party] [added: third-party] manager, we [removed: would be] [added: are] dependent on them and their key personnel who provide services to us and we may not find a suitable replacement if the management agreement is terminated, or if key personnel leave or otherwise become unavailable to us.

Our use of joint ventures may limit our control over [removed: and flexibility with] jointly owned investments and [removed: other assets we may wish] [added: limit our flexibility] to [removed: acquire.][added: acquire other assets.]

- if the third-party buyer to whom we provide seller financing does not manage the property well, or the property otherwise fails to meet financial projections, performs poorly or declines in value, then the buyer [removed: may not have the funds or ability to raise new debt with which to make required payments of interest and principal to us;]

If we fail to [added: properly] structure any such [removed: acquisition properly,] [added: acquisition,] BXP could fail to qualify as a REIT.

[removed: This] [added: Among other things, this] acquisition structure has the [removed: effect, among others,] [added: effect] of reducing the amount of tax depreciation we can deduct over the tax life of the acquired properties, and [added: it] typically requires that we agree to protect the contributors’ ability to defer recognition of taxable gain through restrictions on our ability to dispose of the acquired properties and/or the allocation of partnership debt to the contributors to maintain their tax bases.

This may limit our ability to change our portfolio promptly in response to changes in economic or other [removed: conditions.][added: conditions or to execute on our multi-year asset sales program.]

In addition, federal tax laws limit our ability to sell [removed: properties and this] [added: properties, which] may affect our ability to sell properties without adversely affecting returns to our [removed: securityholders.][added: securityholders and our ability to dispose of certain of our properties is further constrained by their tax attributes.]

To dispose of low basis or [removed: tax-protected] [added: taxprotected] properties efficiently we from time to time use like-kind exchanges, which are intended to qualify for [removed: non-recognition] [added: nonrecognition] of taxable gain, but can be difficult to consummate and result in the property for which the disposed assets are exchanged inheriting their low tax bases and other tax attributes (including tax protection covenants).

[removed: We] [added: As of December 31, 2025, the U.S. Government was one of our clients and we] are subject to compliance with a wide variety of complex legal requirements because we are a Federal Government contractor.

[removed: If there was a title defect related to any of these properties, or to any of the properties acquired at the time of the initial public offering of BXP, that is no] longer covered by a title insurance policy, we could lose both our capital invested in and our anticipated profits from such property.

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

[removed: With respect to such losses and losses from acts of terrorism, earthquakes, pandemics or other catastrophic events, if we experience a loss that] is uninsured or that exceeds policy limits, we could lose the capital invested in the damaged properties, as well as the anticipated future revenues from those properties.

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

We have significant investments in large metropolitan markets that have [removed: been or] [added: been, and] may [removed: be in the future] [added: continue to be,] the targets of actual or threatened terrorism [removed: attacks,] [added: attacks and other criminal acts,] including Boston, Los Angeles, New York, San Francisco, Seattle and Washington, DC.

As a result, some clients in these markets may [added: (1)] choose to relocate their businesses to other markets or to lower-profile office buildings within these markets that may be perceived to be less likely targets of future terrorist [removed: activity.][added: activity and/or (2) perceive a need for or request security enhancements.]

[added: 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 [removed: properties or] [added: properties,] necessitate that we lease our properties on less favorable terms or [removed: both.][added: both, and/or increase our costs related to security, equipment and personnel.]

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

Even the most well-protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases, are designed not [added: to] be detected and, in fact, may not be detected.

To date, these events have [removed: not,] [added: not had,] individually or in the aggregate, [removed: materially affected] [added: a material adverse effect on] our operations or business.

While these AI tools hold promise in optimizing our work processes and driving efficiencies, [removed: they also present] [added: their use, whether authorized or unauthorized, presents] risks, challenges and unintended consequences that could adversely affect our business and results of operations or those of our clients.

- 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 [removed: tools,][added: tools;]

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

[removed: While] [added: Although] we aim to use AI responsibly and securely and attempt to mitigate ethical and legal issues presented by its use, we may ultimately be unsuccessful in identifying or resolving issues before they arise.

[removed: We have established a compliance program whereby] clients and others with whom we conduct business are checked against the OFAC list of Prohibited Persons prior to entering into any agreement and on a periodic basis thereafter.

For example, in connection with our offering of 2.00% Exchangeable Senior Notes due 2030 in September 2025, we entered into capped call transactions with certain option counterparties.

The option counterparties are financial institutions, and we are subject to the risk that any or all of them might default under the capped call transactions.

Our exposure to the credit risk of the option counterparties is not secured by any collateral.

Further, global economic conditions have resulted in the actual or perceived failure or financial difficulties of certain financial institutions and could adversely impact the option counterparties’ performance under the capped call transactions.

We can provide no assurances as to the financial stability or viability of the option counterparties.

securityholders will be adversely affected.

Even if clients decide to renew or lease new

In the case of residential properties, these risks include competition

may not have the funds or ability to raise new debt with which to make required payments of interest and principal to us;

Properties like the ones that we own could be difficult to sell due to adverse economic conditions, a lack of available buyers and other conditions outside of our control.

Any such inability to dispose of certain assets on the timelines we anticipate or on terms that are favorable to us, or at all, could negatively impact the proceeds we expect the multi-year asset sales program to generate, and accordingly, could adversely affect our financial condition and results of operations.

If there was a title defect related to any of these properties, or to any of the properties acquired at the time of the initial public offering of BXP, that is no

With respect to such losses and losses from acts of terrorism, earthquakes, pandemics or other catastrophic events, if we experience a loss that

- the production of incomplete, inaccurate or otherwise flawed outputs, some of which may be difficult to detect, and the reliance on such outputs which could result in adverse consequences to us, including exposure to reputational and competitive harm, customer loss, legal liability, errors in our decision-making, process development or other business activities or otherwise have a negative impact on us; and

We have implemented guidelines and policies specifically governing the use of AI tools in the workplace.

We have established a compliance program whereby

construction and our anticipated lease-up plans for a development/redevelopment project or our overall development pipeline, including recognizing revenue for new leases, that may cause returns on investment to be less than projected, and/or increase the costs of construction of new or existing projects, any of which could adversely affect our investment returns, profitability and/or our future growth; and

ratios, secured debt to total asset ratios, debt service coverage ratios and minimum ratios of unencumbered assets to unsecured debt, which we must maintain.

| | | | | | | February 20, 2026 | | | | | | | | | | | | | | | | | |

| Common Stock | | | | | | 158,629 | | | | | | 158,629 | | | | | | $ | 9,657,334 | | | | |

| Total Equity (A) | | | | | | | | | | | | 177,459 | | | | | | $ | 10,803,704 | | | | |

| Consolidated Debt (B) | | | | | | | | | | | | | | | | | | $ | 15,611,475 | | | | |

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.

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

Ritchey, Senior Executive Vice President, and Michael E.

Properties like the ones that we own could be difficult to sell.

These restrictions reduce our ability to respond to changes in the performance of our investments and could adversely affect our financial condition and results of operations.

Our ability to dispose of some of our properties is constrained by their tax attributes.

As of December 31, 2024, the U.S. Government was one of our largest clients by square feet.

Fifth Avenue in New York, New York (“767 Fifth Avenue”), are currently insured in separate insurance programs.

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

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 | | | | |

In December 2023 and January 2024, our senior debt credit ratings were downgraded, although both remain investment grade.

The forward-looking statements are contained principally, but not only, under the captions [removed: “Business—Business] [added: *“Business — Business] and Growth [removed: Strategies,” “Risk] [added: Strategies”* *“Risk] Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations.”] [added: Operations.”*] We caution investors that forward-looking statements are based on current beliefs, expectations of future events and assumptions made by, and information currently available to, our management.

When used, the words “anticipate,” “believe,” “budget,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “should,” [removed: “will”] [added: “will,”] and similar expressions that do not relate solely to historical matters are intended to identify forward-looking statements.

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

- volatile or adverse [removed: global economic and political conditions, health crises] [added: geopolitical conflicts] and dislocations in the credit markets could adversely affect economic conditions and/or restrict our access to cost-effective capital, which could have a material adverse effect on our business opportunities, results of operations and financial condition;

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

- failure to [removed: manage effectively our growth and expansion into new markets and sub-markets or to] integrate acquisitions and developments successfully;

- risks associated with the availability and terms of [removed: financing and] [added: financing,] the use of debt to fund acquisitions and developments or refinance existing indebtedness, including the impact of higher interest rates on the cost and/or availability of [removed: financing;][added: financing and the use of forward interest rate contracts and derivatives and the effectiveness of such arrangements;]

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

- risks associated with BXP’s potential failure to qualify as a REIT under the Internal Revenue Code of 1986, as [removed: amended;][added: amended (the “Code”);]

BXP is one of the largest publicly traded office [removed: real estate investment trusts (REITs)] [added: REITs] (based on total market capitalization as of December 31, [removed: 2024)] [added: 2025)] in the United States that develops, owns, and manages primarily premier workplaces.

We believe our key competitive advantages are our [removed: commitment] [added: commitments] to the office asset class and to our clients as many competitors have divested [removed: in] [added: from] the sector, a strong balance sheet with access to capital in the secured and unsecured debt markets and the private and public equity markets, and [removed: one of] the [removed: highest] [added: high] quality [removed: portfolios] of [added: our portfolio of premier]

We believe this strategy provides a competitive advantage [removed: that helps BXP distinguish itself from competitors] as our clients are interested in leasing space in vibrant, amenitized and accessible premier [removed: workplaces to encourage more in-person work.][added: workplaces.]

This interest has accelerated the flight to quality in the office [removed: industry.][added: market.]

This outperformance is evident in BXP’s portfolio where we derive approximately [removed: 88%] [added: 90%] of our share of annualized rental obligations from predominantly premier workplaces located in CBDs.

We define annualized rental obligations as the monthly contractual base rent (excluding percentage rent and rent abatements) and budgeted reimbursements from clients under existing leases as of December 31, [removed: 2024,] [added: 2025,] multiplied by twelve.

As of December 31, [removed: 2024, these] [added: 2025, our] CBD assets [removed: are 90.9%] [added: were 89.8%] occupied and [removed: 92.8%] [added: 92.5%] leased (including vacant space for which we have signed leases that have not yet commenced in accordance with [removed: generally accepted accounting principles (“GAAP”)).][added: GAAP).]

As of December 31, [removed: 2024,] [added: 2025,] the weighted-average remaining lease term for (1) our in-place leases, based on square feet, including those signed by our unconsolidated joint ventures but excluding residential units, was approximately [removed: 7.8] [added: 7.9] years, and (2) our 20 largest clients, based on square feet, was approximately [removed: 9.4] [added: 9.8] years.

Although all [added: of] the markets in which we operate still need consistent incremental absorption to constitute a macro recovery, we [removed: have started] [added: continue] to see pockets of strength where low availability is driving constructive client [removed: behavior, particularly in New York and Boston which accounts for 61% of our share of annualized rental obligations.][added: behavior.]

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

In the fourth quarter of [removed: 2024,] [added: 2025,] we executed [removed: 83] [added: 87] leases totaling more than [removed: 2.3] [added: 1.8] million square feet with a weighted-average lease term of approximately [removed: 10.3] [added: 11.3] years.

[removed: At December 31, 2024,] BXP’s [removed: CBD] [added: total] portfolio was [removed: 90.9% occupied and 92.8%] [added: 89.4%] leased (including vacant space for which we have signed leases that have not yet commenced [added: revenue recognition] in accordance with [removed: GAAP).][added: GAAP), an increase of 60 basis points from the third quarter of 2025.]

[removed: We define occupancy as space with] [added: (4)Represents] signed leases for which [added: lease] revenue recognition has commenced in accordance with [removed: GAAP.][added: GAAP and signed leases for vacant space with future commencement dates.]

[removed: Consistent with this strategy, on] [added: On] December 27, 2024, we completed the acquisition of 725 12th [removed: Street, an approximately 300,000 square foot, 12-story property] [added: Street located] in Washington, DC, for a purchase price, [removed: excluding] [added: including] transaction costs, of [removed: $34.0] [added: approximately $35.4] million.

Our share of the estimated total [removed: cost] [added: investment] for these projects is approximately [removed: $2.3] [added: $3.9] billion, of which approximately [removed: $1.3] [added: $2.5] billion [removed: remains] [added: remained] to be [removed: invested.][added: invested as of December 31, 2025.]

The commercial space in the pipeline, which excludes [removed: the] [added: 651 Gateway and] residential [removed: project,] [added: units,] was [removed: 50%] [added: approximately 61%] pre-leased as of February [removed: 21, 2025.][added: 20, 2026.]

The table below details [removed: our] [added: the] vacancy and [removed: the] leasing [removed: activity,] [added: activity in our portfolio,] including 100% of the unconsolidated joint ventures, that commenced revenue recognition during the year ended December 31, [removed: 2024:][added: 2025:]

| | | | | | | | | | | | | Year ended December 31, [removed: 2024] [added: 2025] | | |

| Vacant space available at the beginning of the period | | | | | | | | | | | | [removed: 5,696,007] [added: 6,122,074] | | |

| Vacant space from property dispositions/properties taken out of service (1) | | | | | | | | | | | | [removed: (580,232)] [added: (890,984)] | | |

| Vacant space from properties placed (and partially placed) in-service (2) | | | | | | | | | | | | [removed: 831,121] [added: 590,615] | | |

| Leases expiring or terminated during the period | | | | | | | | | | | | [removed: 4,952,232] [added: 4,832,804] | | |

| Total space available for lease | | | | | | | | | | | | [removed: 10,899,128] [added: 10,654,509] | | |

| 1st generation leases [added: (3)] | | | | | | | | | | | | [removed: 754,932] [added: 366,440] | | |

| 2nd generation leases with new clients [added: (3)] | | | | | | | | | | | | [removed: 1,965,698] [added: 2,397,971] | | |

| 2nd generation lease renewals [added: (3)] | | | | | | | | | | | | [removed: 2,056,424] [added: 1,547,971] | | |

| Total space leased (3) | | | | | | | | | | | | [removed: 4,777,054] [added: 4,312,382] | | |

| Vacant space available for lease at the end of the period | | | | | | | | | | | | [removed: 6,122,074] [added: 6,342,127] | | |

| Leases executed during the [removed: period] [added: period, in square feet] (4) | | | | | | | | | | | | [removed: 5,648,615] [added: 5,575,629] | | |

| Leases commencing during the period, in square feet | | | | | | | | | | | | [removed: 4,022,122] [added: 3,945,942] | | |

| Weighted Average Free Rent Period | | | | | | | | | | | | [removed: 140] [added: 195] Days | | |

- volatile or adverse economic, capital markets and political conditions, including continued inflation, elevated interest rates, supply chain disruptions, policy changes related to tariffs and prolonged government shutdowns or disruptions, which may directly or indirectly impact us, our current clients and our prospective clients, including their demand for office space, and the costs and availability of construction materials and the economic returns on our construction and development activities;

- risks and uncertainties affecting property development and construction;

workplaces.

Through year-end 2027, we have relatively low exposure to contractual lease expirations with approximately 7.2% of our share of the square footage of our in-service portfolio expiring.

During the fourth quarter of 2025, BXP continued to successfully execute on the multi-year strategic action plan introduced at our September 2025 Investor Day.

The action plan focuses on earnings growth, which we expect will be achieved through a combination of increased occupancy and development deliveries, and reducing leverage through asset sales and retention of cash flow.

Our progress reflects steady advancement across each of these key priorities.

Growth in Funds from Operations (“FFO”) per share depends in large part on the success of our leasing activity.

Leasing momentum remained strong during the fourth quarter of 2025, as we signed leases for more than 1.8 million square feet.

Consistent with the asset sales program outlined at our September 2025 Investor Day, as of February 20, 2026, BXP completed property sales with an aggregate gross sales price of approximately $1.17 billion.

These asset sales enhance balance sheet flexibility and support our capital needs and strategic priorities, and fall into the following categories:

- Land Sales: Multiple land dispositions across our Boston, San Francisco and Washington, DC regions which aggregated a gross sales price of approximately $266.4 million.

- Residential Sales: The sales of Proto in Cambridge, Massachusetts and Signature in Reston, Virginia which aggregated a gross sales price of approximately $407.5 million.

- Non-Strategic Office Sales: The sale of 140 Kendrick Street in Needham, Massachusetts, and BXP’s ownership interests in Gateway Commons in South San Francisco, California and Market Square North in Washington, DC which aggregated a gross sales price of approximately $491.5 million.

Leasing conditions across BXP’s portfolio remain constructive.

Fourth quarter and full-year 2025 leasing results exceeded expectations, supporting anticipated occupancy gains throughout 2026.

While market conditions continue to vary by region, demand remains concentrated in our highest-quality CBD assets, particularly in Midtown Manhattan, the Back Bay of Boston, Reston Town Center, and select submarkets in San Francisco.

Looking ahead, in-service vacant space leasing and coverage of near-term expirations are expected to be the primary drivers of occupancy and same-store revenue growth.

With a manageable level of 2026 expirations, a growing pipeline of active negotiations, and a meaningful number of executed leases scheduled to commence this year, we remain on track to achieve occupancy improvements by year-end 2026, consistent with the targets outlined at our September 2025 Investor Day.

On the supply side, new office construction has effectively halted, improving long-term supply-demand fundamentals across many of our markets.

Capital markets sentiment toward the office sector continues to improve, evidenced by increasing private market transaction activity and greater availability of debt and equity capital at more attractive pricing.

This backdrop is expected to support both our leasing momentum and continued progress on our strategic asset sales and capital recycling initiatives throughout 2026.

At December 31, 2025, BXP’s total in-service portfolio occupancy was 86.7%, an increase of 70 basis points from the third quarter of 2025.

An overview of the leasing activity in each of our regions for the three months ended December 31, 2025 is set forth in the table below.

Amounts shown are in square feet, except for percentages, and include 100% of the unconsolidated joint venture properties.

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

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

| | | | | | | | | | | | | Leases commenced (1) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Region | | | | | | Leases executed (2) | | | | | | Total | | | | | | Second generation space vacant < 1 Year | | | | | | Change in second generation cash rents, net (3) | | | | | | Occupancy | | | | | | Leased (4) | | |

| Boston | | | | | | 363,248 | | | | | | 330,378 | | | | | | 213,655 | | | | | | 15.35 | | % | | | | 91.9 | | % | | | | 93.1 | | % |

| Los Angeles | | | | | | 2,971 | | | | | | 9,117 | | | | | | 6,644 | | | | | | (6.27) | | % | | | | 86.5 | | % | | | | 87.0 | | % |

| New York | | | | | | 563,236 | | | | | | 486,371 | | | | | | 374,256 | | | | | | (3.91) | | % | | | | 83.8 | | % | | | | 89.4 | | % |

| San Francisco | | | | | | 368,189 | | | | | | 148,903 | | | | | | 57,133 | | | | | | (30.47) | | % | | | | 77.0 | | % | | | | 79.2 | | % |

| Seattle | | | | | | 4,393 | | | | | | 26,039 | | | | | | 13,105 | | | | | | (9.51) | | % | | | | 79.8 | | % | | | | 81.3 | | % |

| Washington, DC | | | | | | 509,103 | | | | | | 296,353 | | | | | | 234,006 | | | | | | (15.91) | | % | | | | 91.7 | | % | | | | 93.8 | | % |

| Total / Weighted Average | | | | | | 1,811,140 | | | | | | 1,297,161 | | | | | | 898,799 | | | | | | (5.46) | | % | | | | 86.7 | | % | | | | 89.4 | | % |

(1)Represents space with signed leases for which lease revenue recognition has commenced in accordance with GAAP during the three months ended December 31, 2025.

(2)Represents leases executed during the three months ended December 31, 2025 for which we either (1) commenced lease revenue recognition in such quarter or (2) will commence lease revenue recognition in subsequent quarters, in accordance with GAAP, and includes leases at properties currently under development.

The total square feet of leases executed during the three months ended December 31, 2025 for which we recognized lease revenue in the three months ended December 31, 2025 is 275,420.

__________________

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 adverse changes in general economic and capital market conditions, including inflation, 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 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.

- risks and uncertainties affecting property development and construction (including, without limitation, 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 forward interest rate contracts and derivatives and the effectiveness of such arrangements;

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.

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.

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.

The evolving operating environment impacts various aspects of our operating activities as:

- labor market conditions shift, which has gradually increased employer demand for mandatory in-person workdays;

- 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

- construction costs have increased and, although much of the cost for our active development pipeline is fixed, the cost of potential future construction activity continues to increase.

In light of the uncertain trajectory of the U.S. and global economies, we continue to position BXP for success by 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 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 share;

- leasing available space in our in-service and development properties, as well as proactively focusing on future lease expirations;

- completing the construction and leasing of our development properties;

- pursuing attractive asset class adjacencies where we have a track record of success, such as residential development;

- 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;

- actively managing our operations in a sustainable and responsible manner; and

- prioritizing risk management by actively managing liquidity, investing more extensively with joint venture partners to manage our debt levels, and being highly selective in new investment commitments.

The following is an overview of leasing and investment activity in the fourth quarter of 2024 and recent business highlights.

To be successful in any leasing environment, we believe we must consider all aspects of the client-landlord relationship.

In this regard, we believe that our competitive leasing advantage is based on the following attributes:

- our understanding of our client’s short- and long-term space utilization and amenity needs in the local markets;

- our track record of developing and operating premier workplaces in a sustainable and responsible manner;

- our reputation as a high-quality developer, owner and manager of premier workplaces in our markets;

- our financial strength, including our ability to fund our share of lease obligations and maintain premier building standards; and

- our relationships with local brokers.

Overall, we believe that our operating environment is improving.

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.

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.

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: 2021] [added: 2025] Credit Facility, [removed: unsecured term loans, unsecured commercial paper,] [added: 2024 Unsecured Term Loan, Commercial Paper Program,] certain mortgage loans and other debt that bears interest at variable rates.

As of December 31, [removed: 2024,] [added: 2025,] approximately [removed: $14.1] [added: $14.3] 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 approximately [removed: $2.1] [added: $2.3] billion of outstanding indebtedness bore interest at variable rates, including approximately $800.0 million of unsecured term loans, [removed: $500.0] [added: $750.0] million of [removed: unsecured commercial paper] borrowings [added: under the Commercial Paper Program] and approximately $800.0 million of secured debt.

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

Therefore, as of December 31, [removed: 2024,] [added: 2025,] we [removed: have $1.2] [added: had approximately $1.4] billion of variable rate debt outstanding.

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: 2024.][added: 2025.]

| | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | [removed: 2029] [added: 2030] | | | | | | [removed: 2030+] [added: 2031+] | | | | | | Total | | | | | | Estimated Fair Value | | |

| GAAP Average Interest Rate | | | [removed: —] [added: 5.06] | | % | | | | [removed: 7.69] [added: 3.64] | | % | | | | [removed: 3.65] [added: 5.06] | | % | | | | [removed: 7.69] [added: 5.06] | | % | | | | [removed: 7.69] [added: —] | | % | | | | 2.93 | | % | | | | [removed: 3.67] [added: 3.52] | | % | | | | | | |

| GAAP Average Interest Rate | | | [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: 3.51] [added: 2.70] | | % | | | | [removed: 3.92] [added: 3.79] | | % | | | | [removed: 4.07] [added: 3.98] | | % | | | | | | |

At December 31, [removed: 2024,] [added: 2025,] the weighted-average stated interest rates on the fixed rate debt stated above was [removed: 3.80%] [added: 3.59%] per annum.

At December 31, [removed: 2024,] [added: 2025,] our outstanding variable rate debt totaled [removed: $2.1] [added: approximately $2.3] billion, of which $900.0 million was subject to interest rate swaps.

At December 31, [removed: 2024,] [added: 2025,] the weighted-average stated interest rate on our variable rate debt, including the effect of the interest rate swaps, was [removed: 4.15%] [added: 4.98%] per annum.

If market interest rates on our variable rate debt had been 100 basis points greater, total interest expense would have increased approximately [removed: $21.0 million, on an annualized basis,] [added: $23.4 million] for the year ended December 31, [removed: 2024.][added: 2025.]

Our future earnings, cash flows and fair values relevant to financial instruments are dependent upon prevalent market interest rates.

Our primary market risk results from our indebtedness, which bears interest at fixed and variable rates.

The fair value of our debt obligations are affected by changes in the market interest rates.

We manage our market risk by matching long-term leases with long-term, fixed-rate, non-recourse debt of similar duration.

We continue to follow a conservative strategy of generally pre-leasing development projects on a long-term basis to creditworthy clients in order to achieve the most favorable construction and permanent financing terms.

| Fixed Rate | | | $ | (613) | | | | | $ | 2,301,591 | | | | | $ | 3,340 | | | | | $ | 182,961 | | | | | $ | (1,348) | | | | | $ | 998,621 | | | | | $ | 3,484,552 | | | | | $ | 3,209,842 | |

| Variable Rate | | | (1,594) | | | | | | (1,596) | | | | | | 798,705 | | | | | | — | | | | | | — | | | | | | — | | | | | | 795,515 | | | | | | 800,309 | | |

| Subtotal | | | $ | (2,207) | | | | | $ | 2,299,995 | | | | | $ | 802,045 | | | | | $ | 182,961 | | | | | $ | (1,348) | | | | | $ | 998,621 | | | | | $ | 4,280,067 | | | | | $ | 4,010,151 | |

| Fixed Rate | | | $ | 1,985,368 | | | | | $ | 736,739 | | | | | $ | 987,944 | | | | | $ | 839,567 | | | | | $ | 691,729 | | | | | $ | 5,541,016 | | | | | $ | 10,782,363 | | | | | $ | 10,513,589 | |

| Variable Rate | | | 849,015 | | | | | | (874) | | | | | | (877) | | | | | | 699,789 | | | | | | — | | | | | | — | | | | | | 1,547,053 | | | | | | 1,555,687 | | |

| Subtotal | | | $ | 2,834,383 | | | | | $ | 735,865 | | | | | $ | 987,067 | | | | | $ | 1,539,356 | | | | | $ | 691,729 | | | | | $ | 5,541,016 | | | | | $ | 12,329,416 | | | | | $ | 12,069,276 | |

| Total Debt | | | $ | 2,832,176 | | | | | $ | 3,035,860 | | | | | $ | 1,789,112 | | | | | $ | 1,722,317 | | | | | $ | 690,381 | | | | | $ | 6,539,637 | | | | | $ | 16,609,483 | | | | | $ | 16,079,427 | |

| 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 | |

BXP, a Delaware corporation, is a fully integrated, self-administered and self-managed REIT, and [added: it] is one of the largest publicly-traded office REITs (based on total market capitalization as of December 31, [removed: 2024)] [added: 2025)] in the United States that develops, owns and manages primarily premier workplaces.

At December 31, [removed: 2024,] [added: 2025,] we owned or had joint venture interests in a portfolio of [removed: 185] [added: 179] commercial real estate properties, aggregating approximately [removed: 53.3] [added: 52.6] million net rentable square feet of primarily premier workplaces, including [removed: seven] [added: eight] properties under construction/redevelopment totaling approximately [removed: 2.3] [added: 3.5] million net rentable square feet.

As of December 31, [removed: 2024,] [added: 2025,] our properties consisted of:

- [removed: 163] [added: 157] office [removed: and life sciences] properties (including [removed: five] [added: four] properties under construction/redevelopment);

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

BXP is the sole general partner of BPLP and, as of February [removed: 21, 2025,] [added: 20, 2026,] the owner of approximately [removed: 89.5%] [added: 89.4%] of the economic interests in BPLP.

We exclude from (1) and (2) above other LTIP Units issued in the form of Multi-Year Long-Term Incentive Plan Awards in [removed: 2023] [added: 2024] or later (“MYLTIP [removed: Awards”),] [added: Awards or MYLTIP Units”) and 2025 Outperformance Plan Awards (“2025 OPP Awards or 2025 OPP Units”),] which remain subject to performance conditions.

An LTIP Unit is generally the economic equivalent of a share of BXP’s restricted common stock, although LTIP Units issued in the form of MYLTIP Awards [added: and 2025 OPP Awards] are only entitled to receive one-tenth (1/10th) of the regular quarterly distributions (and no special distributions) prior to being earned.

Transactions During [removed: 2024][added: 2025]

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: seven] [added: eight] properties under construction/redevelopment, [removed: which we expect will total] [added: aggregating] approximately [removed: 2.3] [added: 3.5] million [added: in estimated] net rentable square feet when completed.

We estimate our share of the aggregate [added: estimated] total investment to complete these projects is approximately [removed: $2.3] [added: $3.9] billion, of which approximately [removed: $1.3] [added: $2.5] billion remained to be invested as of December 31, [removed: 2024.][added: 2025.]

The total development pipeline, including office, laboratory/life sciences and retail developments, but excluding our residential [removed: development 121 Broadway Street in Cambridge, Massachusetts,] [added: developments,] is [removed: 50%] [added: 61%] pre-leased as of February [removed: 21, 2025.][added: 20, 2026.]

[removed: *Secured Debt*][added: *Debt*]

The [removed: entire principal is subject to] interest rate swap [removed: contracts] [added: was entered into] to fix Daily Simple [removed: SOFR] [added: SOFR,] at a [removed: weighted-average] fixed interest rate of [removed: approximately 2.675%] [added: 3.6775%] per annum [removed: through] [added: for the period commencing on] April [removed: 1, 2025] [added: 7, 2025, the effective date, and ending on April 6, 2026] (See Note 8 to the Consolidated Financial Statements).

During the year ended December 31, [removed: 2024,] [added: 2025,] BXP acquired an aggregate of [removed: 1,147,013] [added: 291,040] common units of limited partnership interest, including a total of [removed: 122,241] [added: 87,398] common units issued upon the conversion of LTIP Units, 2012 outperformance plan awards (“2012 OPP Units”) and 2013 - [removed: 2019] [added: 2021] 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: We retain] [added: Prior to the acquisition, we had] a 55% ownership interest in the joint venture.

On January [removed: 25, 2024, the] [added: 22, 2025, BXP’s] Compensation Committee [removed: of BXP’s Board of Directors] approved [removed: a new equity-based, multi-year, long-term incentive program] [added: the 2025 Multi-Year Long-Term Incentive Program] (the [removed: “2024] [added: “2025] MYLTIP”) [removed: as a performance based component of our overall compensation program] [added: awards] under the BXP, Inc. 2021 Stock Incentive Plan (the “2021 Plan”) to certain executive officers of BXP.

Under [removed: ASC] [added: Accounting Standards Codification (“ASC”)] 718 “Compensation [removed: -] [added: –] Stock Compensation,” [added: (“ASC 718”)] the [removed: 2024] [added: 2025] MYLTIP awards have an aggregate value of approximately [removed: $11.1] [added: $12.7] million, which amount will generally be amortized into earnings under the graded vesting method.

[added: We intend to redevelop this site in the future] (See Note [removed: 15] [added: 3] to the Consolidated Financial Statements).

On [removed: February 1, 2024,] [added: January 31, 2025,] the three-year measurement period for our [removed: 2021] [added: 2022] MYLTIP awards ended and, based on BXP’s absolute and relative [removed: TSR] [added: total shareholder return (“TSR”)] performance, the final payout was determined to be [removed: 112%] [added: 59%] of target, or an aggregate of approximately [removed: $12.6] [added: $5.4] million (after giving effect to employee separations).

As a result, an aggregate of [removed: 155,625 2021] [added: 177,919 2022] MYLTIP Units that had been previously granted were automatically forfeited.

Our [added: long-term] strategies to achieve this objective are:

Additionally, our markets have historically been able to recruit new talent to them and [removed: as such created] [added: help sustain] job growth that results in growth in rental rates and occupancy over [removed: time.][added: time;]

- to emphasize markets and submarkets within those markets where the difficulty of receiving the necessary approvals for development and the necessary financing constitute high barriers to the creation of new supply, and where skill, financial strength and diligence are required to successfully develop, [added: finance and manage high-quality office as well as selected life sciences, retail and residential space;]

- to enhance our capital structure through our access to a variety of sources of [added: equity and debt] capital and proactively manage our debt expirations.

We believe that our development experience, our organizational depth, utilization of our joint venture partner relationships and our balance sheet position us to continue to selectively develop a range of premier workplaces, including high-rise urban developments, mixed-use developments (including office, residential and retail), low-rise suburban office and residential [removed: properties and life sciences space,] [added: properties,] within budget and on schedule.

- our reputation gained through [removed: 55] [added: 56] years of successful operations and the stability and strength of our existing portfolio of properties;

- our track record and reputation for executing acquisitions efficiently provide comfort to domestic and foreign institutions, private investors and [removed: corporations] [added: business entities] who seek to sell commercial real estate in our market areas;

- our ability to procure entitlements from multiple municipalities to develop [added: and/or sell] sites and attract land owners to sell [added: to] or partner with us; and

- *Development in selected submarkets.* We believe the [removed: selected] [added: selective] development of well-positioned premier [removed: workplaces] [added: workplaces,] as well as residential buildings and mixed-use [removed: complexes] [added: complexes,] may be justified in [added: certain of] our markets.

While we purposely concentrate in markets with high barriers-to-entry, we have demonstrated throughout our [removed: 55-year history,] [added: 56-year history] an ability to make carefully timed land acquisitions in submarkets where we can become one of the market leaders in establishing rent and other business terms.

Our strong regional relationships and recognized development expertise have [added: also] enabled us to capitalize on unique build-to-suit opportunities.

In addition, we believe that our market [removed: knowledge and] [added: knowledge,] our liquidity and access to capital may provide us with a competitive advantage when pursuing acquisitions.

Our strategy for maximizing the benefits from these opportunities is three-fold: (1) to provide high-quality property management services using our employees in order to encourage clients to renew, expand and relocate in our properties, (2) to achieve speed and transaction cost [added: efficiency in replacing departing clients through the use of in-house services for marketing, lease negotiation and construction of tenant and capital improvements and (3) to work with new or existing clients with space expansion or contraction needs, leveraging our expertise and clustering of assets to maximize the cash flow from our assets.]

- [removed: *Cultivate existing] [added: *Carefully select] submarkets and [added: cultivate] long-term relationships with [removed: credit] [added: creditworthy] clients.* In choosing locations for our properties, we have paid particular attention to transportation and commuting patterns, physical environment, adjacency to established business centers and amenities, proximity to sources of business growth and other local [removed: factors.][added: factors that we believe our clients demand.]

At December 31, [removed: 2024,] [added: 2025,] the weighted-average lease term of our in-place leases based on square feet, including leases signed by our unconsolidated joint ventures, was approximately [removed: 7.8] [added: 7.9] years and we continue to cultivate long-term leasing relationships with a diverse base of high-quality, financially stable clients.

In [removed: 2024,] [added: 2025,] we executed approximately 5.6 million square feet of leases with a weighted-average lease term of [removed: 9.8] [added: 10.1] years.

Based on leases in place at December 31, [removed: 2024,] [added: 2025,] leases with respect to approximately [removed: 7.0%] [added: 2.6%, or approximately 1.2 million square feet,] of the total square feet in our portfolio, including unconsolidated joint [removed: ventures,] [added: ventures but excluding Gateway Commons and North First Business Park,] will expire in calendar year [removed: 2025.][added: 2026.]

This generally occurs in situations in which we are able to increase the building’s size, improve building systems, including conversion to higher yielding [removed: life sciences] uses, and sustainability features, and/or add client amenities, thereby increasing client demand, generating acceptable returns [removed: on incremental investment and enhancing the long-term value of the property and the company.]

BXP’s sustainability strategy is to conduct our business, the development, ownership and operation of new and existing buildings, in a manner that contributes to positive outcomes for our clients, shareholders, employees and the communities [added: in which] we [removed: serve] [added: operate] (collectively, our “stakeholders”).

During the year ended December 31, 2025, we acquired 2100 M Street, a vacant office building, located in Washington, DC, for a purchase price, including transaction costs, of approximately $55.9 million of cash.

*Dispositions and Impairments*

During the year ended December 31, 2025, excluding our unconsolidated joint ventures, we completed eight sales transactions for an aggregate gross sales price of approximately $702.6 million, resulting in net proceeds of approximately $682.5 million and gains on sales of real estate of $175.0 million and $177.6 million for BXP and BPLP, respectively (See Note 3 to the Consolidated Financial Statements).

During the year ended December 31, 2025, we evaluated the consolidated properties approved by BXP’s Board of Directors (or a committee thereof) for sale to third-parties, which resulted in recognized impairment losses of approximately $85.8 million and $82.9 million for BXP and BPLP, respectively (See Notes 2 and 3 to the Consolidated Financial Statements).

During the year ended December 31, 2025, we commenced development/redevelopment of four properties, including 343 Madison Avenue in New York City, New York, aggregating approximately 1.9 million in estimated net rentable square feet when complete.

Our share of the aggregated estimated total investment to complete these properties is approximately $2.1 billion.

We also partially or fully placed in-service four properties that totaled approximately 727,000 net rentable square feet (See Notes 3 and 6 to the Consolidated Financial Statements).

During the year ended December 31, 2025, BXP further strengthened its balance sheet by addressing debt maturities and sourcing additional liquidity in the capital markets.

In the aggregate, excluding our unconsolidated joint ventures, our debt market activities totaled approximately $4.2 billion, underscoring BXP’s consistent access to debt capital.

For additional details on each of the transactions listed below, refer to Note 7 to the Consolidated Financial Statements.

Notable transactions during 2025 include:

- Repaid $850.0 million of 3.20% unsecured senior notes due January 15, 2025,

- Upsized the unsecured commercial paper program from $500.0 million to $750.0 million in March 2025,

- Extended the maturity date for the $700.0 million unsecured term loan to 2030 (inclusive of extension options) in March 2025,

- Upsized the amended and restated revolving credit agreement from $2.0 billion to $2.25 billion and extended its maturity date to 2030 in March 2025, and

- Issued $1.0 billion of 2.00% unsecured exchangeable senior notes due 2030 in September 2025.

*Hedging Transaction*

On April 8, 2025, BPLP entered into an interest rate swap contract with a notional amount of $300.0 million to replace $300.0 million of interest rate swap contracts that expired on April 1, 2025.

For additional details on each of the transactions listed below, refer to Note 6 to the Consolidated Financial Statements.

During the year ended December 31, 2025, our unconsolidated joint ventures further strengthened their balance sheets by addressing debt maturities and sourcing additional liquidity in the capital markets.

In the aggregate, their debt market activities totaled approximately $1.2 billion of which our share was approximately $0.5 billion.

Notable transactions during 2025 include:

- Executed a new $252.0 million non-recourse CMBS financing secured by our 7750 Wisconsin Avenue joint venture in Bethesda, Maryland in February 2025.

This new loan was used to repay the existing $252.0 million construction loan.

We have a 50% ownership interest in the joint venture.

- Executed a new $225.0 million construction loan secured by our 290 Coles Street joint venture in Jersey City, New Jersey in March 2025.

We have a 19.46% ownership interest in the joint venture.

- Executed a new $98.7 million construction loan secured by our 17 Hartwell Street joint venture in Lexington, Massachusetts in June 2025.

We have a 20% ownership interest in the joint venture.

- Executed a new $465.0 million non-recourse CMBS financing secured by our Hub on Causeway - Podium and 100 Causeway Street joint ventures in Boston, Massachusetts in October 2025.

This new loan was used to repay the existing loans aggregating approximately $490.0 million.

We have a 50% ownership interest in the joint ventures.

- Executed a (1) new $108.0 million senior loan and (2) $50.0 million mezzanine loan secured by our 3 Hudson Boulevard joint venture in New York City, New York in October 2025.

These new loans were used to repay the existing $80.0 million loan that was provided by us to the joint venture.

We have a 25% ownership interest in the joint venture and are the lender for the mezzanine loan.

- Repaid the approximately $198.4 million construction loan secured by our Dock 72 joint venture in Brooklyn, New York in October 2025.

We have a 50% ownership interest in the joint venture.

During the year ended December 31, 2025, we completed three sale transactions related to our investments in unconsolidated joint ventures.

Our share of the aggregate gross sales price was approximately $237.7 million, resulting in our share of net proceeds of approximately $170.2 million.

We recognized gains on sales related to these transactions of approximately $53.7 million, which has been included within Loss from Unconsolidated Joint Ventures on the Consolidated Financial Statements.

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.

The acquisition was completed with available cash.

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.

The project is 47% pre-leased as of February 21, 2025.

*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.

There can be no assurance that we will complete development of the project on the terms and schedule currently contemplated or at all.

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 September 26, 2024, we fully placed in-service 180 CityPoint, an approximately 329,000 net rentable square foot laboratory/life sciences project located in Waltham, Massachusetts.

On October 5, 2024, we fully placed in-service 103 CityPoint, an approximately 113,000 net rentable square foot laboratory/life sciences project located in Waltham, Massachusetts.

On October 31, 2024, we completed and fully placed in-service 300 Binney Street, a laboratory/life sciences redevelopment project with approximately 240,000 net rentable square feet located in Cambridge, Massachusetts.

*Leases*

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.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

As of June 30, [removed: 2024,] [added: 2025,] the aggregate market value of the [removed: 156,749,318] [added: 158,043,924] shares of Common Stock held by non-affiliates of BXP, Inc. was [removed: $9,649,488,016] [added: $10,663,223,539] based upon the last reported sale price of [removed: $61.56] [added: $67.47] per share on the New York Stock Exchange on June [removed: 28, 2024.][added: 30, 2025.]

As of February [removed: 21, 2025,] [added: 20, 2026,] there were [removed: 158,209,602] [added: 158,629,124] shares of Common Stock of BXP, Inc. outstanding.

Certain information contained in BXP, Inc.’s Proxy Statement relating to its Annual Meeting of Stockholders to be held May [removed: 20, 2025] [added: 21, 2026] is incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III.

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: 2024.][added: 2025.]

This report combines the Annual Reports on Form 10-K for the fiscal year ended December 31, [removed: 2024] [added: 2025] of BXP, Inc. and Boston Properties Limited Partnership.

[removed: 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.

As of December 31, [removed: 2024,] [added: 2025,] BXP owned an approximate 89.7% ownership interest in BPLP.

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 plan,] [added: Incentive Plans,] or both.

Under the limited partnership agreement of BPLP, unitholders may present their common units of BPLP for redemption at any time (subject to [removed: restrictions] [added: covenants] agreed upon at the time of issuance of the units that may restrict such right for a period of time, generally one year from issuance).

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

The noncontrolling interests in BXP’s financial statements include the same [removed: 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: $236.1] [added: $223.8] million, or 1.1% at December 31, [removed: 2024,] [added: 2025,] 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.

Management’s Discussion and Analysis of Financial Condition and Results of Operations and Liquidity and Capital Resources, [added: which] includes information specific to each entity, where applicable;

Financial Statements and Supplementary [removed: Data] [added: Data,] which includes the following specific disclosures for BXP and BPLP:

| 1A. | | | [RISK [removed: FACTORS](#i9b9fea52982644caa504455128ddd0ce_43)] [added: FACTORS](#id6bdf9536c06452a9a3d91fcfc1dc048_346)] | | | [removed: [20](#i9b9fea52982644caa504455128ddd0ce_43)] [added: [19](#id6bdf9536c06452a9a3d91fcfc1dc048_346)] | | |

| 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i9b9fea52982644caa504455128ddd0ce_46)] [added: COMMENTS](#id6bdf9536c06452a9a3d91fcfc1dc048_349)] | | | [removed: [40](#i9b9fea52982644caa504455128ddd0ce_46)] [added: [40](#id6bdf9536c06452a9a3d91fcfc1dc048_349)] | | |

| 1C. | | | [removed: [CYBERSECURITY](#i9b9fea52982644caa504455128ddd0ce_49)] [added: [CYBERSECURITY](#id6bdf9536c06452a9a3d91fcfc1dc048_352)] | | | [removed: [40](#i9b9fea52982644caa504455128ddd0ce_49)] [added: [40](#id6bdf9536c06452a9a3d91fcfc1dc048_352)] | | |

| 3. | | | [LEGAL [removed: PROCEEDINGS](#i9b9fea52982644caa504455128ddd0ce_58)] [added: PROCEEDINGS](#id6bdf9536c06452a9a3d91fcfc1dc048_361)] | | | [removed: [48](#i9b9fea52982644caa504455128ddd0ce_58)] [added: [48](#id6bdf9536c06452a9a3d91fcfc1dc048_361)] | | |

| 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i9b9fea52982644caa504455128ddd0ce_61)] [added: DISCLOSURES](#id6bdf9536c06452a9a3d91fcfc1dc048_364)] | | | [removed: [48](#i9b9fea52982644caa504455128ddd0ce_61)] [added: [48](#id6bdf9536c06452a9a3d91fcfc1dc048_364)] | | |

| 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i9b9fea52982644caa504455128ddd0ce_64)] [added: SECURITIES](#id6bdf9536c06452a9a3d91fcfc1dc048_367)] | | | [removed: [49](#i9b9fea52982644caa504455128ddd0ce_64)] [added: [49](#id6bdf9536c06452a9a3d91fcfc1dc048_367)] | | |

| 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i9b9fea52982644caa504455128ddd0ce_328)] [added: OPERATIONS](#id6bdf9536c06452a9a3d91fcfc1dc048_184)] | | | [removed: [52](#i9b9fea52982644caa504455128ddd0ce_328)] [added: [52](#id6bdf9536c06452a9a3d91fcfc1dc048_184)] | | |

| 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i9b9fea52982644caa504455128ddd0ce_400)] [added: RISK](#id6bdf9536c06452a9a3d91fcfc1dc048_268)] | | | [removed: [99](#i9b9fea52982644caa504455128ddd0ce_400)] [added: [93](#id6bdf9536c06452a9a3d91fcfc1dc048_268)] | | |

| 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i9b9fea52982644caa504455128ddd0ce_73)] [added: DATA](#id6bdf9536c06452a9a3d91fcfc1dc048_376)] | | | [removed: [101](#i9b9fea52982644caa504455128ddd0ce_73)] [added: [95](#id6bdf9536c06452a9a3d91fcfc1dc048_376)] | | |

| 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i9b9fea52982644caa504455128ddd0ce_406)] [added: DISCLOSURE](#id6bdf9536c06452a9a3d91fcfc1dc048_394)] | | | [removed: [177](#i9b9fea52982644caa504455128ddd0ce_406)] [added: [171](#id6bdf9536c06452a9a3d91fcfc1dc048_394)] | | |

| 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i9b9fea52982644caa504455128ddd0ce_409)] [added: PROCEDURES](#id6bdf9536c06452a9a3d91fcfc1dc048_397)] | | | [removed: [178](#i9b9fea52982644caa504455128ddd0ce_409)] [added: [171](#id6bdf9536c06452a9a3d91fcfc1dc048_397)] | | |

| 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i9b9fea52982644caa504455128ddd0ce_415)] [added: INSPECTIONS](#id6bdf9536c06452a9a3d91fcfc1dc048_403)] | | | [removed: [178](#i9b9fea52982644caa504455128ddd0ce_415)] [added: [171](#id6bdf9536c06452a9a3d91fcfc1dc048_403)] | | |

| 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i9b9fea52982644caa504455128ddd0ce_94)] [added: GOVERNANCE](#id6bdf9536c06452a9a3d91fcfc1dc048_409)] | | | [removed: [179](#i9b9fea52982644caa504455128ddd0ce_94)] [added: [172](#id6bdf9536c06452a9a3d91fcfc1dc048_409)] | | |

| 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i9b9fea52982644caa504455128ddd0ce_100)] [added: MATTERS](#id6bdf9536c06452a9a3d91fcfc1dc048_415)] | | | [removed: [179](#i9b9fea52982644caa504455128ddd0ce_100)] [added: [172](#id6bdf9536c06452a9a3d91fcfc1dc048_415)] | | |

| 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i9b9fea52982644caa504455128ddd0ce_103)] [added: INDEPENDENCE](#id6bdf9536c06452a9a3d91fcfc1dc048_418)] | | | [removed: [180](#i9b9fea52982644caa504455128ddd0ce_103)] [added: [173](#id6bdf9536c06452a9a3d91fcfc1dc048_418)] | | |

| 14. | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i9b9fea52982644caa504455128ddd0ce_106)] [added: SERVICES](#id6bdf9536c06452a9a3d91fcfc1dc048_421)] | | | [removed: [180](#i9b9fea52982644caa504455128ddd0ce_106)] [added: [173](#id6bdf9536c06452a9a3d91fcfc1dc048_421)] | | |

| 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i9b9fea52982644caa504455128ddd0ce_112)] [added: SCHEDULES](#id6bdf9536c06452a9a3d91fcfc1dc048_427)] | | | [removed: [181](#i9b9fea52982644caa504455128ddd0ce_112)] [added: [174](#id6bdf9536c06452a9a3d91fcfc1dc048_427)] | | |

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

- Our use of joint ventures may limit our control over [removed: and flexibility with] jointly owned investments and [removed: other assets we may wish] [added: limit our flexibility] to [removed: acquire.][added: acquire other assets.]

- [removed: Elevated] [added: Our maturing debt bears] interest [added: at lower] rates [added: than the current market rates, which has increased, and may continue to] increase our interest costs [removed: on variable rate debt and] [added: which] could adversely impact our ability to [removed: re-finance] [added: refinance] existing debt or sell assets on favorable terms or at all.

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

You should refer to the explanation of the qualifications and limitations on forward-looking statements beginning on page [removed: [52](#i9b9fea52982644caa504455128ddd0ce_328).][added: [52](#id6bdf9536c06452a9a3d91fcfc1dc048_184).]

noncontrolling interests in BPLP and limited partners of BPLP.

| [PART I](#id6bdf9536c06452a9a3d91fcfc1dc048_13) | | | | | | [3](#id6bdf9536c06452a9a3d91fcfc1dc048_13) | | |

| 1. | | | [BUSINESS](#id6bdf9536c06452a9a3d91fcfc1dc048_319) | | | [3](#id6bdf9536c06452a9a3d91fcfc1dc048_319) | | |

| 2. | | | [PROPERTIES](#id6bdf9536c06452a9a3d91fcfc1dc048_355) | | | [42](#id6bdf9536c06452a9a3d91fcfc1dc048_355) | | |

| [PART II](#id6bdf9536c06452a9a3d91fcfc1dc048_391) | | | | | | [49](#id6bdf9536c06452a9a3d91fcfc1dc048_391) | | |

| 6. | | | [RESERVED](#id6bdf9536c06452a9a3d91fcfc1dc048_370) | | | [51](#id6bdf9536c06452a9a3d91fcfc1dc048_370) | | |

| 9B. | | | [OTHER INFORMATION](#id6bdf9536c06452a9a3d91fcfc1dc048_400) | | | [171](#id6bdf9536c06452a9a3d91fcfc1dc048_400) | | |

| [PART III](#id6bdf9536c06452a9a3d91fcfc1dc048_406) | | | | | | [172](#id6bdf9536c06452a9a3d91fcfc1dc048_406) | | |

| 11. | | | [EXECUTIVE COMPENSATION](#id6bdf9536c06452a9a3d91fcfc1dc048_412) | | | [172](#id6bdf9536c06452a9a3d91fcfc1dc048_412) | | |

| [PART IV](#id6bdf9536c06452a9a3d91fcfc1dc048_424) | | | | | | [174](#id6bdf9536c06452a9a3d91fcfc1dc048_424) | | |

| 16. | | | [FORM 10-K SUMMARY](#id6bdf9536c06452a9a3d91fcfc1dc048_445) | | | [188](#id6bdf9536c06452a9a3d91fcfc1dc048_445) | | |

- 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.

consolidated partnerships.

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

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

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

| [PART II](#i9b9fea52982644caa504455128ddd0ce_88) | | | | | | [49](#i9b9fea52982644caa504455128ddd0ce_88) | | |

| 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) | | |

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 [added: sophistication of attempted attacks and intrusions from around the world have increased.]

To date, these events have not, individually or in the aggregate, [removed: materially affected] [added: had a material adverse effect on] our operations or business.

We aim to take an active approach to monitoring and evaluating our cybersecurity threat environment and risk profile as part of our cybersecurity program, which is administered by our information systems (“IS”) [removed: department,] [added: department and] led by our Senior Vice President, Chief [removed: Technology Officer (“CTO”) and Senior Vice President, Chief] Information Officer [removed: (“CIO,” together with our CTO, “IS Leaders”).][added: (“CIO”).]

[removed: In January 2024, our IS leadership expanded to include our CIO, who] [added: Our CIO is primarily responsible for the direction and implementation of technology, applications and security at BXP and] has 30 years of technology experience developed across multiple industries, including commercial real estate, in guiding organizations through strategic initiatives that span technology, cybersecurity, and digital transformations.

[removed: In the event of a cybersecurity incident, we have implemented] procedures to (i) mobilize third-party subject matter experts and (ii) notify executive leadership and the Audit Committee and/or the full Board of Directors, in each case, as appropriate.

[removed: We conduct cybersecurity awareness training for employees and primary on-site providers during onboarding, and thereafter, multiple times per year, and] [added: In addition to annual trainings,] we conduct regular phishing simulations in an effort to raise awareness of spoofed or manipulated electronic communications and other security threats, as well as annual tabletop simulations.

[added: 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”).

Our Board of Directors is primarily responsible for risk oversight and discharges its responsibility directly [removed: or] [added: and] indirectly through its committees.

Pursuant to its charter, the Audit Committee oversees [removed: senior] management’s risk management processes related to assessing, identifying and managing cybersecurity risks in an effort to, among other things, help align our risk exposure with our strategic objectives.

[removed: The Audit Committee] [added: Our CIO] meets [removed: no less frequently than annually] with our [removed: IS department] [added: Audit Committee at least two times each year] to discuss, among other things, recent trends in cyber risks, cybersecurity incidents, if any, and our cybersecurity defense strategy to protect against cyber-attacks and intrusions.

These discussions with the Audit Committee are led by our [removed: IS Leaders] [added: CIO] and senior management.

In the event of a cybersecurity incident, we have established

We conduct cybersecurity awareness training for employees and primary on-site providers during onboarding and at least annually thereafter.

To date, none of our third-party service providers’ cybersecurity incidents have been, individually or in the aggregate, material to us.

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

Our IS Leaders are primarily responsible for the direction and implementation of technology, applications and security at BXP.

Our CTO has extensive technology and program management experience with approximately 40 years of technology experience, 26 years of which have been with BXP and a total of 30 years with publicly-traded REITs.

We have a data security committee,

At December 31, [removed: 2024,] [added: 2025,] we owned or had joint venture interests in [removed: 185] [added: 179] commercial real estate properties, aggregating approximately [removed: 53.3] [added: 52.6] million net rentable square feet of primarily premier workplaces, including [removed: seven] [added: eight] properties under construction/redevelopment totaling approximately [removed: 2.3] [added: 3.5] million net rentable square feet.

Our properties consisted of (1) [removed: 163] [added: 157] office and life sciences properties (including [removed: five] [added: four] properties under construction/redevelopment), (2) 14 retail properties (including one property under construction), (3) seven residential properties (including [removed: one property] [added: three properties] 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: 2024,] [added: 2025,] and it includes properties held by both consolidated and unconsolidated joint ventures.

| Properties | | | | | | Location | | | | | | % Occupied as of December 31, [removed: 2024] [added: 2025] (1) | | | | | | | | | | | | Number of Buildings | | | | | | Net Rentable Square Feet | | | | | | | | |

| 767 Fifth Avenue (The GM Building) (60% ownership) | | | | | | New York, NY | | | | | | [removed: 92.1] [added: 98.8] | | % | | | | | | | | | | 1 | | | | | | 1,970,335 | | | | | | | | |

| 200 Clarendon Street | | | | | | Boston, MA | | | | | | [removed: 97.8] [added: 99.9] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,728,956] [added: 1,700,914] | | | | | | | | |

| 601 Lexington Avenue (55% ownership) | | | | | | New York, NY | | | | | | [removed: 95.7] [added: 99.9] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,670,502] [added: 1,671,682] | | | | | | | | |

| 399 Park Avenue | | | | | | New York, NY | | | | | | [removed: 99.9] [added: 100.0] | | % | | | | | | | | | | 1 | | | | | | 1,567,470 | | | | | | | | |

| 800 Boylston Street - The Prudential Center | | | | | | Boston, MA | | | | | | [removed: 96.4] [added: 95.7] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,274,927] [added: 1,274,213] | | | | | | | | |

| 7 Times Square [removed: (formerly Times Square Tower)] (55% ownership) | | | | | | New York, NY | | | | | | [removed: 80.7] [added: 80.2] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,238,599] [added: 1,238,724] | | | | | | | | |

| 100 Federal Street (55% ownership) | | | | | | Boston, MA | | | | | | [removed: 89.0] [added: 92.5] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,233,537] [added: 1,233,943] | | | | | | | | |

| 599 Lexington Avenue | | | | | | New York, NY | | | | | | [removed: 95.8] [added: 89.8] | | % | | | | | | | | | | 1 | | | | | | [removed: 1,106,335] [added: 1,104,276] | | | | | | | | |

| Santa Monica Business Park | | | | | | Santa Monica, CA | | | | | | [removed: 80.6] [added: 83.4] | | % | | | | | | | | | | 14 | | | | | | [removed: 1,104,967] [added: 1,104,377] | | | | | | | | |

| Reston Next | | | | | | Reston, VA | | | | | | [removed: 92.1] [added: 97.9] | | % | | | | | | | | | | 2 | | | | | | [removed: 1,063,284] [added: 1,063,299] | | | | | | | | |

| 250 West 55th Street | | | | | | New York, NY | | | | | | [removed: 97.4] [added: 98.3] | | % | | | | | | | | | | 1 | | | | | | 966,976 | | | | | | | | |

| Embarcadero Center Four | | | | | | San Francisco, CA | | | | | | [removed: 93.4] [added: 87.9] | | % | | | | | | | | | | 1 | | | | | | [removed: 942,640] [added: 945,594] | | | | | | | | |

| 200 Fifth Avenue (26.69% ownership) (2) | | | | | | New York, NY | | | | | | [removed: 100.0] [added: 59.0] | | % | | | | | | | | | | 1 | | | | | | [removed: 855,059] [added: 846,506] | | | | | | | | |

| Embarcadero Center One | | | | | | San Francisco, CA | | | | | | [removed: 69.6] [added: 70.1] | | % | | | | | | | | | | 1 | | | | | | [removed: 837,522] [added: 838,051] | | | | | | | | |

| Embarcadero Center Two | | | | | | San Francisco, CA | | | | | | [removed: 88.3] [added: 73.4] | | % | | | | | | | | | | 1 | | | | | | [removed: 801,498] [added: 804,891] | | | | | | | | |

| Atlantic Wharf Office (55% ownership) | | | | | | Boston, MA | | | | | | [removed: 95.4] [added: 100.0] | | % | | | | | | | | | | 1 | | | | | | 793,024 | | | | | | | | |

| Embarcadero Center Three | | | | | | San Francisco, CA | | | | | | [removed: 83.1] [added: 75.6] | | % | | | | | | | | | | 1 | | | | | | [removed: 785,911] [added: 786,411] | | | | | | | | |

| Gateway Commons (50% Ownership) (2) (3) | | | | | | South San Francisco, CA | | | | | | [removed: 70.5] [added: 67.1] | | % | | | | | | | | | | 5 | | | | | | [removed: 785,457] [added: 792,728] | | | | | | | | |

| Safeco Plaza (33.67% ownership) (2) | | | | | | Seattle, WA | | | | | | [removed: 83.8] [added: 77.5] | | % | | | | | | | | | | 1 | | | | | | [removed: 762,631] [added: 762,541] | | | | | | | | |

| 100 Causeway Street (50% ownership) (2) | | | | | | Boston, MA | | | | | | [removed: 96.4] [added: 100.0] | | % | | | | | | | | | | 1 | | | | | | 633,818 | | | | | | | | |

| South of Market | | | | | | Reston, VA | | | | | | [removed: 99.6] [added: 100.0] | | % | | | | | | | | | | 3 | | | | | | 624,387 | | | | | | | | |

| Bay Colony Corporate Center | | | | | | Waltham, MA | | | | | | [removed: 77.8] [added: 79.7] | | % | | | | | | | | | | 2 | | | | | | [removed: 546,248] [added: 435,917] | | | | | | | | |

| Mountain View Research Park [added: (4)] | | | | | | Mountain View, CA | | | | | | [removed: 60.7] [added: 53.9] | | % | | | | | | | | | | [removed: 15] [added: 16] | | | | | | [removed: 542,264] [added: 571,884] | | | | | | | | |

| Fountain Square | | | | | | Reston, VA | | | | | | [removed: 95.1] [added: 95.0] | | % | | | | | | | | | | 2 | | | | | | [removed: 524,585] [added: 524,113] | | | | | | | | |

| 901 New York Avenue | | | | | | Washington, DC | | | | | | [removed: 84.8] [added: 82.4] | | % | | | | | | | | | | 1 | | | | | | [removed: 508,130] [added: 524,021] | | | | | | | | |

| 101 Huntington Avenue - The Prudential Center | | | | | | Boston, MA | | | | | | [removed: 99.0] [added: 100.0] | | % | | | | | | | | | | 1 | | | | | | 506,476 | | | | | | | | |

| 2100 Pennsylvania Avenue | | | | | | Washington, DC | | | | | | [removed: 94.2] [added: 95.0] | | % | | | | | | | | | | 1 | | | | | | 475,849 | | | | | | | | |

| 2200 Pennsylvania Avenue | | | | | | Washington, DC | | | | | | [removed: 94.9] [added: 89.3] | | % | | | | | | | | | | 1 | | | | | | [removed: 459,811] [added: 460,039] | | | | | | | | |

| One Freedom Square | | | | | | Reston, VA | | | | | | [removed: 86.0] [added: 87.8] | | % | | | | | | | | | | 1 | | | | | | 427,646 | | | | | | | | |

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

| 325 Main Street | | | | | | Cambridge, MA | | | | | | [removed: 91.2] [added: 96.5] | | % | | | | | | | | | | 1 | | | | | | [removed: 415,512] [added: 406,824] | | | | | | | | |

| 888 Boylston Street - The Prudential Center | | | | | | Boston, MA | | | | | | [removed: 100.0] [added: 96.2] | | % | | | | | | | | | | 1 | | | | | | [removed: 363,320] [added: 377,574] | | | | | | | | |

| Weston Corporate Center | | | | | | Weston, MA | | | | | | [removed: 100.0] [added: 12.6] | | % | | | | | | | | | | 1 | | | | | | 356,995 | | | | | | | | |

| 510 Madison Avenue | | | | | | New York, NY | | | | | | [removed: 90.1] [added: 80.3] | | % | | | | | | | | | | 1 | | | | | | 352,589 | | | | | | | | |

| One Reston Overlook | | | | | | Reston, VA | | | | | | [removed: 91.3] [added: 100.0] | | % | | | | | | | | | | 1 | | | | | | 319,519 | | | | | | | | |

| 535 Mission Street | | | | | | San Francisco, CA | | | | | | [removed: 67.8] [added: 86.3] | | % | | | | | | | | | | 1 | | | | | | [removed: 307,205] [added: 303,322] | | | | | | | | |

| Madison Centre | | | | | | Seattle, WA | | | | | | 82.1 | | % | | | | | | | | | | 1 | | | | | | 754,011 | | | | | | | | |

| Properties | | | | | | Location | | | | | | % Occupied as of December 31, 2025 (1) | | | | | | | | | | | | Number of Buildings | | | | | | Net Rentable Square Feet | | | | | | | | |

| 230 CityPoint | | | | | | Waltham, MA | | | | | | 97.0 | | % | | | | | | | | | | 1 | | | | | | 299,304 | | | | | | | | |

| Reservoir Place (6) | | | | | | Waltham, MA | | | | | | 55.0 | | % | | | | | | | | | | 1 | | | | | | 164,993 | | | | | | | | |

| Kingstowne Two | | | | | | Alexandria, VA | | | | | | 53.5 | | % | | | | | | | | | | 1 | | | | | | 157,163 | | | | | | | | |

| Properties | | | | | | Location | | | | | | % Occupied as of December 31, 2025 (1) | | | | | | | | | | | | Number of Buildings | | | | | | Net Rentable Square Feet | | | | | | | | |

| 153 Second Avenue | | | | | | Waltham, MA | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | 104,278 | | | | | | | | |

| Subtotal for Office Properties | | | | | | | | | | | | 86.8 | | % | | | | | | | | | | 143 | | | | | | 44,824,268 | | | | | | | | |

| Properties | | | | | | Location | | | | | | % Occupied as of December 31, 2025 (1) | | | | | | | | | | | | Number of Buildings | | | | | | Net Rentable Square Feet | | | | | | | | |

| Subtotal for In-Service Properties | | | | | | | | | | | | 86.7 | | % | | | | | | | | | | 171 | | | | | | 49,088,282 | | | | | | | | |

| 343 Madison Avenue | | | | | | New York, NY | | | | | | 29.0 | | % | | | | | | | | | | 1 | | | | | | 930,000 | | | | | | | | |

| 17 Hartwell Avenue (312 Units) (20% ownership) (2) | | | | | | Lexington, MA | | | | | | — | | % | | | | | | | | | | 1 | | | | | | 290,100 | | | | | | | | |

| 290 Coles Street (670 Units) (19.46% ownership) (2) | | | | | | Jersey City, NJ | | | | | | — | | % | | | | | | | | | | 1 | | | | | | 560,000 | | | | | | | | |

| Total Portfolio | | | | | | | | | | | | | | | | | | | | | | | | 179 | | | | | | 52,610,382 | | | | | | | | |

On January 2, 2026, we sold our interest in the joint venture that owns Gateway Commons (See Note 17 to the Consolidated Financial Statements).

(4)Includes 453 Ravendale Drive.

(5)The property was sold subsequent to December 31, 2025 (See Note 17 to the Consolidated Financial Statements).

(6)During the first quarter of 2025, approximately 361,000 net rentable square feet was taken out of service to be held for future redevelopment.

This amount is not included in the calculation of the Total Portfolio occupancy rate for In-Service Properties as of December 31, 2025.

This amount is not included in the calculation of the Total Portfolio occupancy rate for In-Service Properties as of December 31, 2025.

Percentage leased excludes 651 Gateway which was sold on January 2, 2026.

On January 2, 2026, we sold our interest in the joint venture that owns 651 Gateway (See Note 17 to the Consolidated Financial Statements).

(14)Total percentage occupied excludes Residential and 651 Gateway which was sold on January 2, 2026.

| 7. | | | | | | Ropes & Gray | | | | | | 522,173 | | | | | | 1.25 | | % |

| 8. | | | | | | Kirkland & Ellis | | | | | | 511,174 | | | | | | 1.22 | | % |

| 9. | | | | | | Biogen | | | | | | 423,664 | | | | | | 1.01 | | % |

| 13. | | | | | | Allen Overy Shearman Sterling | | | | | | 362,982 | | | | | | 0.87 | | % |

| 17. | | | | | | Bechtel Corporation | | | | | | 340,857 | | | | | | 0.82 | | % |

| 20. | | | | | | Bank of America | | | | | | 299,985 | | | | | | 0.72 | | % |

square feet from our consolidated joint venture properties (calculated based upon the partners’ percentage ownership interests).

| Other | | | 2.6% | | |

| 2026 | | | | | | 1,226,593 | | | | | | 103,023,260 | | | | | | 83.99 | | | | | | 105,487,118 | | | | | | 86.00 | | | | | | 2.58 | | % |

| 2027 | | | | | | 1,832,213 | | | | | | 138,737,924 | | | | | | 75.72 | | | | | | 140,026,651 | | | | | | 76.42 | | | | | | 3.85 | | % |

| 2028 | | | | | | 2,958,476 | | | | | | 255,254,975 | | | | | | 86.28 | | | | | | 268,533,265 | | | | | | 90.77 | | | | | | 6.22 | | % |

| 2029 | | | | | | 3,663,446 | | | | | | 284,731,310 | | | | | | 77.72 | | | | | | 301,580,010 | | | | | | 82.32 | | | | | | 7.70 | | % |

| 2030 | | | | | | 2,631,335 | | | | | | 210,016,985 | | | | | | 79.81 | | | | | | 221,813,826 | | | | | | 84.30 | | | | | | 5.53 | | % |

| 2031 | | | | | | 2,739,124 | | | | | | 242,543,446 | | | | | | 88.55 | | | | | | 260,181,975 | | | | | | 94.99 | | | | | | 5.75 | | % |

| 2032 | | | | | | 2,753,264 | | | | | | 213,979,655 | | | | | | 77.72 | | | | | | 249,842,156 | | | | | | 90.74 | | | | | | 5.78 | | % |

| 2033 | | | | | | 3,255,888 | | | | | | 270,987,694 | | | | | | 83.23 | | | | | | 313,999,693 | | | | | | 96.44 | | | | | | 6.84 | | % |

| 2034 | | | | | | 3,553,045 | | | | | | 348,737,490 | | | | | | 98.15 | | | | | | 389,967,585 | | | | | | 109.76 | | | | | | 7.46 | | % |

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

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

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

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

| 140 Kendrick Street | | | | | | Needham, MA | | | | | | 73.3 | | % | | | | | | | | | | 3 | | | | | | 418,600 | | | | | | | | |

| Market Square North (50% ownership) (2) | | | | | | Washington, DC | | | | | | 76.2 | | % | | | | | | | | | | 1 | | | | | | 417,298 | | | | | | | | |

| 230 CityPoint | | | | | | Waltham, MA | | | | | | 97.7 | | % | | | | | | | | | | 1 | | | | | | 296,720 | | | | | | | | |

| Reston Corporate Center (4) | | | | | | Reston, VA | | | | | | 100.0 | | % | | | | | | | | | | 2 | | | | | | 261,046 | | | | | | | | |

| Kingstowne Two | | | | | | Alexandria, VA | | | | | | 55.8 | | % | | | | | | | | | | 1 | | | | | | 156,005 | | | | | | | | |

| 453 Ravendale Drive | | | | | | Mountain View, CA | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | 29,620 | | | | | | | | |

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

| 751 Gateway (49% ownership) (2) | | | | | | South San Francisco, CA | | | | | | 100.0 | | % | | | | | | | | | | 1 | | | | | | 230,592 | | | | | | | | |

| Signature at Reston (508 units) | | | | | | Reston, VA | | | | | | 94.3 | | % | | | | | | | | | | 1 | | | | | | 517,783 | | | | | | | | |

| Proto Kendall Square (280 units) | | | | | | Cambridge, MA | | | | | | 94.3 | | % | | | | | | | | | | 1 | | | | | | 166,717 | | | | | | | | |

| Subtotal for In-Service Properties | | | | | | | | | | | | 87.5 | | % | | | | | | | | | | 178 | | | | | | 51,033,871 | | | | | | | | |

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

_______________

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

(5)Property is held for redevelopment.

(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.

(15)Total percentage occupied excludes Residential.

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

| 8. | | | | | | Ropes & Gray | | | | | | 539,467 | | | | | | 1.27 | | % |

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

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

| 12. | | | | | | Allen Overy Shearman Sterling | | | | | | 384,813 | | | | | | 0.90 | | % |

| 19. | | | | | | US Government (2) | | | | | | 319,359 | | | | | | 0.75 | | % |

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

| 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 | | % |

| 2027 | | | | | | 2,195,858 | | | | | | 167,767,975 | | | | | | 76.40 | | | | | | 171,678,763 | | | | | | 78.18 | | | | | | 4.49 | | % |

| 2028 | | | | | | 3,570,229 | | | | | | 301,652,841 | | | | | | 84.49 | | | | | | 322,664,501 | | | | | | 90.38 | | | | | | 7.31 | | % |

| 2029 | | | | | | 3,734,123 | | | | | | 286,076,134 | | | | | | 76.61 | | | | | | 310,701,506 | | | | | | 83.21 | | | | | | 7.64 | | % |

| 2030 | | | | | | 2,735,795 | | | | | | 216,748,858 | | | | | | 79.23 | | | | | | 236,311,071 | | | | | | 86.38 | | | | | | 5.60 | | % |

| 2031 | | | | | | 2,233,713 | | | | | | 196,900,223 | | | | | | 88.15 | | | | | | 214,966,960 | | | | | | 96.24 | | | | | | 4.57 | | % |

| 2032 | | | | | | 2,885,652 | | | | | | 221,634,397 | | | | | | 76.81 | | | | | | 263,763,756 | | | | | | 91.41 | | | | | | 5.91 | | % |

The common stock of BXP, Inc. is listed on the New York Stock Exchange under the symbol “BXP.” At February [removed: 21, 2025,] [added: 20, 2026,] BXP had approximately [removed: 1,009] [added: 943] stockholders of record.

On February [removed: 21, 2025,] [added: 20, 2026,] there were approximately [removed: 344] [added: 283] holders of record and [removed: 176,738,933] [added: 177,458,651] common units outstanding, [removed: 158,209,602] [added: 158,629,124] of which were held by BXP.

The following graph provides a comparison of cumulative total stockholder return for the period from December 31, [removed: 2019] [added: 2020] through December 31, [removed: 2024,] [added: 2025,] 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: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

(a) During the three months ended December 31, [removed: 2024,] [added: 2025,] BXP issued an aggregate of [removed: 195,132] [added: 147,217] shares of common stock in exchange for [removed: 195,132] [added: 147,217] common units of limited partnership held by certain limited partners of BPLP.

Of these shares, [removed: 178,705] [added: 67,569] 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 [removed: partners] [added: partner] who received the [added: shares of] common [removed: shares.][added: stock.]

| BXP, Inc. | | | | | | $ | 100.00 | | | | | $ | 126.22 | | | | | $ | 77.52 | | | | | $ | 85.91 | | | | | $ | 96.33 | | | | | $ | 91.77 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 128.71 | | | | | $ | 105.40 | | | | | $ | 133.10 | | | | | $ | 166.40 | | | | | $ | 196.16 | |

| Equity REIT Index | | | | | | $ | 100.00 | | | | | $ | 143.24 | | | | | $ | 108.34 | | | | | $ | 123.21 | | | | | $ | 133.97 | | | | | $ | 137.83 | |

| Office REIT Index | | | | | | $ | 100.00 | | | | | $ | 122.00 | | | | | $ | 76.10 | | | | | $ | 77.65 | | | | | $ | 94.35 | | | | | $ | 81.15 | |

| October 1, 2025 – October 31, 2025 | | | | | | 35 | | | (1) | | | $ | 70.10 | | | | | N/A | | | | | | N/A | | |

| November 1, 2025 – November 30, 2025 | | | | | | — | | | | | | — | | | | | | N/A | | | | | | N/A | | |

| December 1, 2025 – December 31, 2025 | | | | | | — | | | | | | — | | | | | | N/A | | | | | | N/A | | |

| Total | | | | | | 35 | | | | | | $ | 70.10 | | | | | N/A | | | | | | N/A | | |

(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, 2025, in connection with issuances of common stock by BXP pursuant to purchases under the 2021 Plan, BPLP issued an aggregate of 702 common units 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.

| October 1, 2025 – October 31, 2025 | | | | | | 35 | | | (1) | | | $ | 70.10 | | | | | N/A | | | | | | N/A | | |

| November 1, 2025 – November 30, 2025 | | | | | | — | | | | | | — | | | | | | N/A | | | | | | N/A | | |

| December 1, 2025 – December 31, 2025 | | | | | | — | | | | | | — | | | | | | N/A | | | | | | N/A | | |

| Total | | | | | | 35 | | | | | | $ | 70.10 | | | | | N/A | | | | | | N/A | | |

(1)Represents common units previously held by BXP that were redeemed in connection with the surrender of

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

| 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 | | |

(a) None.

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

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

| | | | [Management’s Report on Internal Control over Financial [removed: Reporting](#i9b9fea52982644caa504455128ddd0ce_76)] [added: Reporting](#id6bdf9536c06452a9a3d91fcfc1dc048_379)] | | | [removed: [102](#i9b9fea52982644caa504455128ddd0ce_76)] [added: [96](#id6bdf9536c06452a9a3d91fcfc1dc048_379)] | | |

| | | | [Report of Independent Registered Public Accounting Firm [removed: (PCAOB](#i9b9fea52982644caa504455128ddd0ce_79) [](#i9b9fea52982644caa504455128ddd0ce_79)[ID](#i9b9fea52982644caa504455128ddd0ce_79) 238[)](#i9b9fea52982644caa504455128ddd0ce_79)] [added: (PCAOB](#id6bdf9536c06452a9a3d91fcfc1dc048_382) [](#id6bdf9536c06452a9a3d91fcfc1dc048_382)[ID](#id6bdf9536c06452a9a3d91fcfc1dc048_382) 238[)](#id6bdf9536c06452a9a3d91fcfc1dc048_382)] | | | [removed: [103](#i9b9fea52982644caa504455128ddd0ce_79)] [added: [97](#id6bdf9536c06452a9a3d91fcfc1dc048_382)] | | |

| | | | [Consolidated Balance Sheets as of December 31, [removed: 202](#i9b9fea52982644caa504455128ddd0ce_154)[4](#i9b9fea52982644caa504455128ddd0ce_154) [and 202](#i9b9fea52982644caa504455128ddd0ce_154)[3](#i9b9fea52982644caa504455128ddd0ce_154)] [added: 2025 and 2024](#id6bdf9536c06452a9a3d91fcfc1dc048_22)] | | | [removed: [106](#i9b9fea52982644caa504455128ddd0ce_154)] [added: [99](#id6bdf9536c06452a9a3d91fcfc1dc048_22)] | | |

| | | | [Consolidated Statements of Operations for the years ended December 31, [removed: 202](#i9b9fea52982644caa504455128ddd0ce_160)[4](#i9b9fea52982644caa504455128ddd0ce_160)[, 202](#i9b9fea52982644caa504455128ddd0ce_160)[3](#i9b9fea52982644caa504455128ddd0ce_160) [and 202](#i9b9fea52982644caa504455128ddd0ce_160)[2](#i9b9fea52982644caa504455128ddd0ce_160)] [added: 2025, 2024 and 2023](#id6bdf9536c06452a9a3d91fcfc1dc048_25)] | | | [removed: [108](#i9b9fea52982644caa504455128ddd0ce_160)] [added: [101](#id6bdf9536c06452a9a3d91fcfc1dc048_25)] | | |

| | | | [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 202](#i9b9fea52982644caa504455128ddd0ce_166)[4](#i9b9fea52982644caa504455128ddd0ce_166)[, 202](#i9b9fea52982644caa504455128ddd0ce_166)[3](#i9b9fea52982644caa504455128ddd0ce_166) [and 202](#i9b9fea52982644caa504455128ddd0ce_166)[2](#i9b9fea52982644caa504455128ddd0ce_166)] [added: 2025, 2024 and 2023](#id6bdf9536c06452a9a3d91fcfc1dc048_28)] | | | [removed: [109](#i9b9fea52982644caa504455128ddd0ce_166)] [added: [102](#id6bdf9536c06452a9a3d91fcfc1dc048_28)] | | |

| | | | [Consolidated Statements of Equity for the years ended December 31, [removed: 202](#i9b9fea52982644caa504455128ddd0ce_172)[4](#i9b9fea52982644caa504455128ddd0ce_172)[, 202](#i9b9fea52982644caa504455128ddd0ce_172)[3](#i9b9fea52982644caa504455128ddd0ce_172) [and 202](#i9b9fea52982644caa504455128ddd0ce_172)[2](#i9b9fea52982644caa504455128ddd0ce_172)] [added: 2025, 2024 and 2023](#id6bdf9536c06452a9a3d91fcfc1dc048_34)] | | | [removed: [110](#i9b9fea52982644caa504455128ddd0ce_172)] [added: [103](#id6bdf9536c06452a9a3d91fcfc1dc048_34)] | | |

| | | | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 202](#i9b9fea52982644caa504455128ddd0ce_175)[4](#i9b9fea52982644caa504455128ddd0ce_175)[, 202](#i9b9fea52982644caa504455128ddd0ce_175)[3](#i9b9fea52982644caa504455128ddd0ce_175) [and 202](#i9b9fea52982644caa504455128ddd0ce_175)[2](#i9b9fea52982644caa504455128ddd0ce_175)] [added: 2025, 2024 and 2023](#id6bdf9536c06452a9a3d91fcfc1dc048_37)] | | | [removed: [112](#i9b9fea52982644caa504455128ddd0ce_175)] [added: [105](#id6bdf9536c06452a9a3d91fcfc1dc048_37)] | | |

| | | | [Management’s Report on Internal Control over Financial [removed: Reporting](#i9b9fea52982644caa504455128ddd0ce_82)] [added: Reporting](#id6bdf9536c06452a9a3d91fcfc1dc048_385)] | | | [removed: [115](#i9b9fea52982644caa504455128ddd0ce_82)] [added: [108](#id6bdf9536c06452a9a3d91fcfc1dc048_385)] | | |

| | | | [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i9b9fea52982644caa504455128ddd0ce_85) [](#i9b9fea52982644caa504455128ddd0ce_85)238[)](#i9b9fea52982644caa504455128ddd0ce_85)] [added: ID](#id6bdf9536c06452a9a3d91fcfc1dc048_388) [](#id6bdf9536c06452a9a3d91fcfc1dc048_388)238[)](#id6bdf9536c06452a9a3d91fcfc1dc048_388)] | | | [removed: [116](#i9b9fea52982644caa504455128ddd0ce_85)] [added: [109](#id6bdf9536c06452a9a3d91fcfc1dc048_388)] | | |

| | | | [Consolidated Statements of Operations for the years ended December 31, [removed: 202](#i9b9fea52982644caa504455128ddd0ce_190)[4](#i9b9fea52982644caa504455128ddd0ce_190)[, 202](#i9b9fea52982644caa504455128ddd0ce_190)[3](#i9b9fea52982644caa504455128ddd0ce_190) [and 202](#i9b9fea52982644caa504455128ddd0ce_190)[2](#i9b9fea52982644caa504455128ddd0ce_190)] [added: 2025, 2024 and 2023](#id6bdf9536c06452a9a3d91fcfc1dc048_49)] | | | [removed: [121](#i9b9fea52982644caa504455128ddd0ce_190)] [added: [113](#id6bdf9536c06452a9a3d91fcfc1dc048_49)] | | |

| | | | [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 202](#i9b9fea52982644caa504455128ddd0ce_196)[4](#i9b9fea52982644caa504455128ddd0ce_196)[, 202](#i9b9fea52982644caa504455128ddd0ce_196)[3](#i9b9fea52982644caa504455128ddd0ce_196) [and 202](#i9b9fea52982644caa504455128ddd0ce_196)[2](#i9b9fea52982644caa504455128ddd0ce_196)] [added: 2025, 2024 and 2023](#id6bdf9536c06452a9a3d91fcfc1dc048_52)] | | | [removed: [122](#i9b9fea52982644caa504455128ddd0ce_196)] [added: [114](#id6bdf9536c06452a9a3d91fcfc1dc048_52)] | | |

| | | | [Consolidated Statements of Capital and Noncontrolling Interests for the years ended December 31, [removed: 202](#i9b9fea52982644caa504455128ddd0ce_202)[4](#i9b9fea52982644caa504455128ddd0ce_202)[, 202](#i9b9fea52982644caa504455128ddd0ce_202)[3](#i9b9fea52982644caa504455128ddd0ce_202) [and 202](#i9b9fea52982644caa504455128ddd0ce_202)[2](#i9b9fea52982644caa504455128ddd0ce_202)] [added: 2025, 2024 and 2023](#id6bdf9536c06452a9a3d91fcfc1dc048_58)] | | | [removed: [123](#i9b9fea52982644caa504455128ddd0ce_202)] [added: [115](#id6bdf9536c06452a9a3d91fcfc1dc048_58)] | | |

| | | | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 202](#i9b9fea52982644caa504455128ddd0ce_208)[4](#i9b9fea52982644caa504455128ddd0ce_208)[, 202](#i9b9fea52982644caa504455128ddd0ce_208)[3](#i9b9fea52982644caa504455128ddd0ce_208) [and 202](#i9b9fea52982644caa504455128ddd0ce_208)[2](#i9b9fea52982644caa504455128ddd0ce_208)] [added: 2025, 2024 and 2023](#id6bdf9536c06452a9a3d91fcfc1dc048_61)] | | | [removed: [125](#i9b9fea52982644caa504455128ddd0ce_208)] [added: [117](#id6bdf9536c06452a9a3d91fcfc1dc048_61)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i9b9fea52982644caa504455128ddd0ce_214)] [added: Statements](#id6bdf9536c06452a9a3d91fcfc1dc048_67)] | | | [removed: [128](#i9b9fea52982644caa504455128ddd0ce_214)] [added: [120](#id6bdf9536c06452a9a3d91fcfc1dc048_67)] | | |

| | | | [Financial Statement Schedule—Schedule 3 - Real Estate Investments and Accumulated Depreciation as of December 31, [removed: 202](#i9b9fea52982644caa504455128ddd0ce_112)[4](#i9b9fea52982644caa504455128ddd0ce_112)] [added: 2025](#id6bdf9536c06452a9a3d91fcfc1dc048_427)] | | | [removed: [181](#i9b9fea52982644caa504455128ddd0ce_112)] [added: [174](#id6bdf9536c06452a9a3d91fcfc1dc048_427)] | | |

| | | | [Financial Statement Schedule—Schedule 3 - Real Estate Investments and Accumulated Depreciation as of December 31, [removed: 202](#i9b9fea52982644caa504455128ddd0ce_118)[4](#i9b9fea52982644caa504455128ddd0ce_118)] [added: 2025](#id6bdf9536c06452a9a3d91fcfc1dc048_433)] | | | [removed: [186](#i9b9fea52982644caa504455128ddd0ce_118)] [added: [179](#id6bdf9536c06452a9a3d91fcfc1dc048_433)] | | |

As of the end of BXP, Inc.’s [removed: 2024] [added: 2025] fiscal year, management conducted assessments of the effectiveness of BXP, Inc.’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 BXP, Inc.’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] was effective.

The effectiveness of BXP, Inc.’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report appearing on page [removed: [103](#i9b9fea52982644caa504455128ddd0ce_79),] [added: [97](#id6bdf9536c06452a9a3d91fcfc1dc048_382),] which expresses an unqualified opinion on the effectiveness of BXP, Inc.’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

We have audited the accompanying consolidated balance sheets of BXP, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] 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: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

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

As described in Notes [removed: 2, 3,] [added: 2] and 6 to the consolidated financial statements, the Company’s [removed: total real estate balance was $21,050.3 million and its] investments in unconsolidated joint ventures [added: balance] was [removed: $1,060.1] [added: $999.3] million as of December 31, [removed: 2024.][added: 2025.]

During [removed: 2024,] [added: 2025,] the Company recognized a [removed: $13.6 million impairment loss related to a long-lived asset and a $341.3] [added: $145.1] million other-than-temporary impairment loss related to [added: a] certain [removed: investments] [added: investment] in [added: an] unconsolidated joint [removed: ventures.][added: venture.]

Management reviews [removed: its] unconsolidated joint ventures for indicators of impairment on a quarterly basis and records impairment charges when events or circumstances change indicating that a decline in the fair values below the carrying amounts has occurred and such decline is other-than-temporary.

This evaluation of the investments in unconsolidated joint ventures is dependent on a number of factors, including the performance of each [added: investment, the intent and ability to retain each] investment [added: for a period of time to allow for anticipated recovery in market value,] and market conditions.

The fair value [removed: of unconsolidated joint ventures is] [added: could be] calculated using a [added: pending offer from a third-party or] discounted cash [removed: flow model] [added: flows,] which [removed: is subjective and considers] [added: are estimates based, in part, on] assumptions regarding future occupancy, future rental rates, future capital requirements, [removed: market] [added: debt] interest rates and availability, [added: third-party offers,] discount [removed: rates,] [added: rates] and capitalization [removed: rates.][added: rates that could differ materially from actual results in future periods.]

The principal considerations for our determination that performing procedures relating to the assessment of impairment indicators for [removed: long-lived assets and] investments in unconsolidated joint ventures is a critical audit matter are (i) the significant judgment by management [removed: (a)] in identifying [added: and evaluating] the [removed: indicators of] impairment [added: indicators] for [removed: long-lived assets and] investments in unconsolidated joint [removed: ventures] [added: ventures,] and [removed: (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 [removed: (a)] management's identification [added: and evaluation] of the [removed: indicators of] impairment [added: indicators] related to the [removed: operating] performance [removed: and anticipated hold periods for long-lived assets and the performance] of each [removed: 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, discount rates and capitalization rates (collectively referred to as “the significant fair value assumptions”), and (iii)] [added: investment,] the [removed: audit effort related] [added: intent and ability] to [removed: management’s development of the fair value estimate of the] [added: retain each] investment [removed: in unconsolidated joint venture with an other-than-temporary impairment involved the use] [added: for a period] of [removed: professionals with specialized skill] [added: time to allow for anticipated recovery in market value,] and [removed: knowledge.][added: market conditions.]

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

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

| | | | | | | December 31, [removed: 2024] [added: 2025] | | | | | | December 31, [removed: 2023] [added: 2024] | | |

| Real estate, at cost (amounts related to variable interest entities (“VIEs”) of [removed: $7,797,430] [added: $8,005,124] and [removed: $7,054,075] [added: $7,797,430] at December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] respectively) | | | | | | $ | [removed: 27,870,623] [added: 28,241,879] | | | | | $ | [removed: 26,749,209] [added: 27,870,623] | |

| Right of use assets - finance leases (amounts related to VIEs of $21,000 and $21,000 at December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] respectively) | | | | | | [removed: 372,922] [added: 372,470] | | | | | | [removed: 401,680] [added: 372,922] | | |

| Right of use assets - operating leases (amounts related to VIEs of [removed: $140,558] [added: $0] and [removed: $158,885] [added: $140,558] at December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] respectively) | | | | | | [removed: 334,767] [added: 325,841] | | | | | | [removed: 324,298] [added: 334,767] | | |

| Less: accumulated depreciation (amounts related to VIEs of [removed: $(1,628,274)] [added: $(1,763,988)] and [removed: $(1,501,483)] [added: $(1,628,274)] at December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] respectively) | | | | | | [removed: (7,528,057)] [added: (8,040,311)] | | | | | | [removed: (6,881,728)] [added: (7,528,057)] | | |

| Total real estate | | | | | | [removed: 21,050,255] [added: 20,899,879] | | | | | | [removed: 20,593,459] [added: 21,050,255] | | |

| | | | [Consolidated Balance Sheets as of December 31, 2025 and 2024](#id6bdf9536c06452a9a3d91fcfc1dc048_46) | | | [111](#id6bdf9536c06452a9a3d91fcfc1dc048_46) | | |

Evaluating the reasonableness of management’s assessment of the impairment indicators involved (i) considering whether the indicators were consistent with evidence obtained from other audit procedures and (ii) evaluating management’s assessment over (a) changes in the performance of the investments, (b) management’s intent and ability to retain each investment to allow for anticipated recovery in market value, and (c) market conditions.

February 27, 2026

| Assets held for sale | | | | | | 24,770 | | | | | | — | | |

| Unsecured exchangeable senior notes, net | | | | | | 976,263 | | | | | | — | | |

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

| Allocated net income for the period | | | — | | | | | | — | | | | | | — | | | | | | 276,800 | | | | | | — | | | | | | — | | | | | | 32,014 | | | | | | 75,181 | | | | | | 383,995 | | |

| Dividends/distributions declared | | | — | | | | | | — | | | | | | — | | | | | | (532,220) | | | | | | — | | | | | | — | | | | | | (62,154) | | | | | | — | | | | | | (594,374) | | |

| Capped call transactions premium | | | — | | | | | | — | | | | | | (35,000) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (35,000) | | |

| Acquisition of noncontrolling interest in property partnership | | | — | | | | | | — | | | | | | (139) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (43,465) | | | | | | (43,604) | | |

| Proceeds from sale of interest in property partnerships and contributions from noncontrolling interests in property partnerships | | | — | | | | | | — | | | | | | (3,970) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 88,241 | | | | | | 84,271 | | |

| Equity, December 31, 2025 | | | 158,548 | | | | | | $ | 1,585 | | | | | $ | 6,836,243 | | | | | $ | (1,674,995) | | | | | $ | (2,722) | | | | | $ | (12,921) | | | | | $ | 566,563 | | | | | $ | 1,970,949 | | | | | $ | 7,684,702 | |

| Loss from early extinguishments of debt | | | 338 | | | | | | — | | | | | | — | | |

| Proceeds from note receivables (including related party) | | | 80,000 | | | | | | — | | | | | | — | | |

| Proceeds from unsecured exchangeable senior notes | | | 1,000,000 | | | | | | — | | | | | | — | | |

| Capped call transactions premium | | | (35,000) | | | | | | — | | | | | | — | | |

| Cash and cash equivalents and cash held in escrows, end of period | | | $ | 1,557,266 | | | | | $ | 1,335,196 | | | | | $ | 1,612,567 | |

| Cash and cash equivalents, end of period | | | $ | 1,478,206 | | | | | $ | 1,254,882 | | | | | $ | 1,531,477 | |

| Cash and cash equivalents and cash held in escrows, end of period | | | $ | 1,557,266 | | | | | $ | 1,335,196 | | | | | $ | 1,612,567 | |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Real estate contributed in exchange for investment in unconsolidated joint venture | | | $ | (5,595) | | | | | $ | — | | | | | $ | — | |

| Investment in unconsolidated joint ventures funded by real estate contributed | | | $ | 5,595 | | | | | $ | — | | | | | $ | — | |

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

*Impairment Indicators Assessment of Investments in Unconsolidated Joint Ventures*

Management reviews unconsolidated joint ventures for indicators of impairment on a quarterly basis and records impairment charges when events or circumstances change indicating that a decline in the fair values below the carrying amounts has occurred and such decline is other-than-temporary.

This evaluation of the investments in unconsolidated joint ventures is dependent on a number of factors, including the performance of each investment, the intent and ability to retain each investment for a period of time to allow for anticipated recovery in market value, and market conditions.

The principal considerations for our determination that performing procedures relating to the assessment of impairment indicators for investments in unconsolidated joint ventures is a critical audit matter are (i) the significant judgment by management in identifying and evaluating the impairment indicators for investments in unconsolidated joint ventures, and (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to management's identification and evaluation of the impairment indicators related to the performance of each investment, the intent and ability to retain each investment for a period of time to allow for anticipated recovery in market value, and market conditions.

These procedures included testing the effectiveness of controls relating to the identification and evaluation of the impairment indicators for investments in unconsolidated joint ventures.

Evaluating the reasonableness of management’s assessment of the impairment indicators involved (i) considering whether the indicators were consistent with evidence obtained from other audit procedures and (ii) evaluating management’s assessment over (a) changes in the performance of the investments, (b) management’s intent and ability to retain each investment to allow for anticipated recovery in market value, and (c) market conditions.

February 27, 2026

| Right of use assets - finance leases (amounts related to VIEs of $21,000 and $21,000 at December 31, 2025 and December 31, 2024, respectively) | | | | | | 372,470 | | | | | | 372,922 | | |

| Right of use assets - operating leases (amounts related to VIEs of $0 and $140,558 at December 31, 2025 and December 31, 2024, respectively) | | | | | | 325,841 | | | | | | 334,767 | | |

| Cash and cash equivalents (amounts related to VIEs of $255,631 and $373,737 at December 31, 2025 and December 31, 2024, respectively) | | | | | | 1,478,206 | | | | | | 1,254,882 | | |

| Cash held in escrows (amounts related to VIEs of $10,319 and $4,979 at December 31, 2025 and December 31, 2024, respectively) | | | | | | 79,060 | | | | | | 80,314 | | |

| Investments in securities | | | | | | 44,614 | | | | | | 39,706 | | |

| Tenant and other receivables, net (amounts related to VIEs of $30,989 and $20,435 at December 31, 2025 and December 31, 2024, respectively) | | | | | | 92,625 | | | | | | 107,453 | | |

| Accrued rental income, net (amounts related to VIEs of $470,734 and $435,110 at December 31, 2025 and December 31, 2024, respectively) | | | | | | 1,538,515 | | | | | | 1,466,220 | | |

| Deferred charges, net (amounts related to VIEs of $204,924 and $211,726 at December 31, 2025 and December 31, 2024, respectively) | | | | | | 847,690 | | | | | | 813,345 | | |

| Prepaid expenses and other assets (amounts related to VIEs of $14,509 and $15,036 at December 31, 2025 and December 31, 2024, respectively) | | | | | | 108,105 | | | | | | 70,839 | | |

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

Management reviews its long-lived assets for indicators of impairment following the end of each quarter and when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

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, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life or hold period.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

conditions for investments in unconsolidated joint ventures.

Evaluating the operating performance and anticipated hold periods involved considering the current and past performance of the long-lived assets, the consistency with external market and industry data, and whether the indicators were consistent with evidence obtained in other areas of the audit.

Evaluating performance of each investment and market conditions involved considering changes in the performance of the investments and market conditions and evidence obtained in other areas of the audit.

For the fair value estimate of the unconsolidated investment in joint venture with an 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.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the discounted cash flow model and reasonableness of the significant fair value assumptions.

*Purchase Price Allocation for Long-Lived Asset Property Acquisitions*

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

Management assesses the fair value of acquired tangible and intangible assets (including land, buildings and improvements, tenant improvements, “above-” and “below-market” leases, leasing costs and assumed financing origination costs, acquired in-place leases, other identified intangible assets and assumed liabilities (including ground leases)) and allocates the purchase price to the acquired assets and assumed liabilities, including land and buildings as if vacant.

Management assesses fair value based on estimated cash flow projections that utilize discount, and/or capitalization rates, and available market information.

Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions.

The principal considerations for our determination that performing procedures relating to the purchase price allocation for long-lived asset property acquisitions is a critical audit matter are (i) the significant judgment by management in developing the fair value estimates of assets acquired and liabilities assumed and the corresponding purchase price allocation, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s significant assumptions related to discount rates and capitalization rates, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

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 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 rate, capitalization rate, land value per square foot and future capital requirements by considering industry knowledge and data as well as historical company data and experience.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the discounted cash flow model and reasonableness of the discount rate and capitalization rate assumptions.

February 27, 2025

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

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

| Other income - assignment fee | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 6,624 | | |

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

| Equity, December 31, 2021 | | | 156,545 | | | | | | $ | 1,565 | | | | | $ | 6,497,730 | | | | | $ | (625,891) | | | | | $ | (2,722) | | | | | $ | (36,662) | | | | | $ | 642,655 | | | | | $ | 1,556,553 | | | | | $ | 8,033,228 | |

| Allocated net income for the period | | | — | | | | | | — | | | | | | — | | | | | | 848,947 | | | | | | — | | | | | | — | | | | | | 96,780 | | | | | | 74,857 | | | | | | 1,020,584 | | |

| Dividends/distributions declared | | | — | | | | | | — | | | | | | — | | | | | | (614,412) | | | | | | — | | | | | | — | | | | | | (71,714) | | | | | | — | | | | | | (686,126) | | |

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

| Other income - assignment fee | | | — | | | | | | — | | | | | | (6,624) | | |

| Notes receivable, net | | | — | | | | | | — | | | | | | (152) | | |

| Proceeds from assignment fee | | | — | | | | | | — | | | | | | 6,624 | | |

| Construction in progress, net deconsolidated | | | $ | — | | | | | $ | — | | | | | $ | (11,316) | |

| Investment in unconsolidated joint ventures recorded upon deconsolidation | | | $ | — | | | | | $ | — | | | | | $ | 11,316 | |

| Derecognition of assets in exchange for sales-type lease obligation | | | $ | — | | | | | $ | — | | | | | $ | (2,987) | |

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

reasonableness of the models, (iii) testing the completeness and accuracy of the underlying data used in the 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.

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

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

| Equity, December 31, 2021 | | | 1,746 | | | | | | 154,799 | | | | | | $ | 4,173,290 | | | | | | | | | | | $ | (36,662) | | | | | $ | 1,556,553 | | | | | $ | 5,693,181 | | | | | $ | 2,078,603 | |

| Allocated net income for the period | | | — | | | | | | — | | | | | | 860,485 | | | | | | | | | | | | — | | | | | | 74,857 | | | | | | 935,342 | | | | | | 96,780 | | |

| Distributions | | | — | | | | | | — | | | | | | (614,412) | | | | | | | | | | | | — | | | | | | — | | | | | | (614,412) | | | | | | (71,714) | | |

In addition, no change in 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 BXP, Inc.’s fiscal year ended December 31, [removed: 2024] [added: 2025] that has materially affected, or is reasonably likely to materially affect, BXP, Inc.’s internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting is set forth on page [removed: [102](#i9b9fea52982644caa504455128ddd0ce_76)] [added: [96](#id6bdf9536c06452a9a3d91fcfc1dc048_379)] of this Annual Report on Form 10-K and is incorporated herein by reference.

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: 2024] [added: 2025] 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: [115](#i9b9fea52982644caa504455128ddd0ce_82)] [added: [108](#id6bdf9536c06452a9a3d91fcfc1dc048_385)] of this Annual Report on Form 10-K and is incorporated herein by reference.

During the three months ended December 31, [removed: 2024,] [added: 2025,] 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).

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 [removed: filed] [added: incorporated by reference] as Exhibit 19.1 to this Annual Report on Form 10-K.

The other information required by Item 10 will be included in the Proxy Statement to be filed relating to BXP, Inc.’s [removed: 2025] [added: 2026] Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by Item 11 will be included in the Proxy Statement to be filed relating to BXP, Inc.’s [removed: 2025] [added: 2026] Annual Meeting of Stockholders and is incorporated herein by reference.

The following table summarizes BXP, Inc.’s equity compensation plans as of December 31, [removed: 2024.][added: 2025.]

| Equity compensation plans [added: not] approved by security [removed: holders(1)] [added: holders(4)] | | | | | | [removed: 5,074,957] [added: N/A] | | | [removed: (2)] | | | N/A | | | [removed: (2)] | | | [removed: 3,576,975] [added: 259,402] | | | [removed: (3)] | | |

| Equity compensation plans [removed: not] approved by security [removed: holders(4)] [added: holders(1)] | | | | | | [removed: N/A] [added: 6,262,765] | | | [added: (2)] | | | N/A | | | [added: (2)] | | | [removed: 272,704] [added: 2,232,806] | | | [added: (3)] | | |

(2)Includes (a) [removed: 2,335,229] [added: 2,662,140] long term incentive units (LTIP units) [removed: (1,567,004] [added: (1,806,093] 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: 1,706,818] [added: 1,769,588] 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: 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, (d) [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, (e) [removed: 330,479 2024] [added: 354,940 2025] 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 [added: stock, (f) 711,864 2025 OPP 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 [removed: (f) 128,227] [added: (g) 111,701] 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.